<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required)
For the fiscal year ended December 31, 1997
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from to
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Commission file number 0-21230
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Midwest Medical Insurance Holding Company
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(Exact name of registrant as specified in its charter)
Minnesota 41-1625287
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6600 France Avenue So., Suite 245
Minneapolis, Minnesota 55435-1891
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 922-5445
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Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
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Class A Common Stock $.01 par value N/A
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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value (based on December 31, 1997 Net Redemption Value
per share) of the voting stock held by non-affiliates of the registrant as of
March 30, 1998 was $7,400,949.
The number of shares outstanding of the issuer's classes of common stock, as
of March 30, 1998:
Class A Common Stock $.01 par Value - 121,322 shares
Class B Common Stock $1,000 par value - 1 share
DOCUMENTS INCORPORATED BY REFERENCE
None.
1
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PART I
ITEM 1. BUSINESS
BACKGROUND
Midwest Medical Insurance Holding Company (MMIHC) is an insurance holding
company organized under the laws of the State of Minnesota. Midwest Medical
Insurance Company (MMIC) is a wholly-owned subsidiary of MMIHC and is MMIHC's
primary operating asset.
MMIC's primary business is selling and issuing policies of medical
professional liability insurance to: (1) individual physicians, (2)
partnerships or professional corporations comprised of physicians, (3)
clinics, (4) hospitals, and (5) health plans. In addition, MMIC writes
business liability insurance providing coverage for claims against a medical
business entity resulting from acts by the employees who work for the entity,
and office premises liability insurance providing coverage for claims arising
out of the ownership, maintenance or use of office premises of the insured.
MMIC originally was organized in 1980 under the auspices of the Minnesota
Medical Association (the "MMA") to provide professional liability
(malpractice) insurance to Minnesota physicians who are members of the MMA.
The business was reorganized on November 30, 1988 into a stock insurance
company (MMIC), wholly owned by a holding company (MMIHC), which could pursue
other business opportunities. MMIHC has not engaged in any such activities to
any material extent. The reorganization also was effected to give physicians
a limited equity interest in their malpractice insurer while preserving
MMIC's capital and surplus. As of July 1, 1993, the Iowa physician-owned
malpractice insurer, Iowa Physicians Mutual Insurance Trust (IPMIT), was
merged with and into MMIC. As of June 5, 1996, the Nebraska physician-owned
malpractice insurer, Medical Liability Mutual Insurance Company of Nebraska
(MLM) was merged with and into MMIC. MMIC now provides malpractice insurance
to physicians and physician groups in Minnesota, Iowa, North Dakota, South
Dakota, Nebraska, Illinois and Wisconsin on a claims-made basis. MMIC has had
the sponsorship of the MMA since inception and also has the sponsorship of
the Iowa Medical Society (IMS) and North Dakota Medical Association.
Professional liability, general liability, and umbrella excess liability
insurance is also available to hospitals, nursing homes and extended care
facilities through MMIC.
MMIC has no employees. Instead, MMIHC provides all management and
administrative services to MMIC for a fee based upon the cost of providing
services. For insurance operational expenses, a ten percent administrative
surcharge is added.
Hereafter, MMIHC and MMIC shall be collectively referred to as the Company
unless the reference pertains to a specific entity. Further, due to the
nature of the relationship between MMIHC and MMIC, the insurance operations
of MMIC will be discussed as though they are the operations of the
registrant.
2
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ITEM 1. BUSINESS (CONTINUED)
ELIGIBLE PHYSICIANS
An individual physician must meet the following criteria in order to be
eligible to obtain insurance coverage from MMIC:
1. An applicant must be licensed to practice medicine, surgery or
osteopathy in Minnesota, Iowa, Nebraska, North Dakota, South Dakota,
Nebraska, Illinois, or Wisconsin;
2. An applicant must conduct a majority of his or her practice in
Minnesota, Iowa, Nebraska, North Dakota, South Dakota, Nebraska,
Illinois or Wisconsin.
ELIGIBLE GROUPS
MMIC also provides professional liability insurance to entities including
partnerships, professional corporations and other associations through which
qualifying physicians practice medicine, surgery or osteopathy.
A group must meet the following criteria in order to be eligible to be
insured by MMIC:
1. The entity must have its principal place of business in Minnesota,
Iowa, Nebraska, North Dakota, South Dakota, Nebraska, Illinois or
Wisconsin; and
2. The group must demonstrate that a majority of the individual
physicians practicing medicine, surgery or osteopathy on a full-time
basis through such clinic are, or intend to be, insured by MMIC.
ELIGIBLE HOSPITALS, NURSING HOMES AND OTHER EXTENDED CARE FACILITIES
MMIC also provides professional liability, general liability and umbrella
excess liability to hospitals, nursing homes and other extended care
facilities which provide medical services to patients on more than an
outpatient basis.
A business must meet the following criteria in order to be eligible to be
insured by MMIC:
1. The entity must have its principal place of business in Minnesota,
Iowa, Nebraska, North Dakota, South Dakota, Illinois or Wisconsin; and
2. The facility must be a licensed hospital, nursing home, hospice or
other extended care facility.
3
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ITEM 1. BUSINESS (CONTINUED)
POLICY FORMS
MMIC offers a "claims-made" medical malpractice liability insurance policy.
Under a claims-made policy, coverage is provided for claims asserted and
reported to MMIC while the policy is in effect relating to occurrences which
took place during the period in which the policyholder had coverage with
MMIC. For purposes of policy coverage, a claim includes any lawsuit,
allegation of liability or other notice of patient dissatisfaction with
services performed that is communicated to MMIC as required by the policy.
The policy also covers prior acts (i.e., claims first made during the policy
period with respect to occurrences which took place prior to the date the
insured initially secured coverage from MMIC) for physicians previously
insured under a claims-made policy with another professional liability
insurer. Prior acts coverage is not available from MMIC for physicians who
have not been continuously insured prior to obtaining coverage from MMIC.
MMIC also offers reporting endorsements ("tails") which provide coverage of
subsequent claims (i.e., claims first made subsequent to the date the insured
terminates basic insurance coverage with MMIC, but with respect to
occurrences which took place while the insurance coverage was in effect prior
to such termination date) made against its former insureds who have
voluntarily terminated insurance coverage with MMIC. In the event of death,
permanent disability, or retirement at age 55 or older after five years of
continuous coverage with MMIC, the reporting endorsement is provided at no
additional premium.
MMIC offers basic limits of coverage from $1,000,000 for each claim, subject
to $3,000,000 annual aggregate, up to $5,000,000 for each claim, subject to
$7,500,000 annual aggregate. Excess coverage above the basic limits is
available from MMIC's reinsurers on a facultative basis.
The basic office premises liability limits offered are $100,000 for each
occurrence for bodily injury and $100,000 for each occurrence for property
damage. Limits up to $1,000,000 for each occurrence are also available.
The basic liability limits for coverage of employees and assistants cannot
exceed the limits purchased by the insured physician or clinic.
MARKETING AND DISTRIBUTION
Marketing of MMIC policies in Minnesota, South Dakota, Nebraska, Illinois and
Wisconsin is handled principally by MMIC through salaried marketing
representatives. MMIC has also made marketing arrangements with a select
group of large national brokers to assist MMIC in the production of large
accounts and in the production of new coverages as they are developed. These
brokers will work in all states. MMIC has appointed an exclusive independent
agent in Iowa in order to enhance marketing efforts there. In 1997 MMIC
canceled the contract of the exclusive agent in North Dakota. MMIC does not
believe that the loss of any exclusive agent has
4
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ITEM 1. BUSINESS (CONTINUED)
had a material adverse effect on its business because other agents are
available and MMIC has the in-house capacity to market directly in the area.
MMIC approves all policies (and their terms) sold by agents prior to their
becoming effective, and no commissions are earned by agents until such
approval has been granted.
Distribution of policies is handled through a processing system which MMIC
has utilized for several years. Since most policies have a common expiration
date, it is essential that MMIC's policy processing operations be highly
efficient. MMIC consistently has been able to provide policy processing on a
timely basis. In 1997 the Company committed to implementation of an entirely
new operating system which will expand its capacity and efficiency.
REINSURANCE
MMIC purchases reinsurance in order to reduce its liability on individual
risks. A reinsurance transaction takes place when an insurance company
transfers or "cedes" to another insurer a portion of its exposure on
insurance it writes. The reinsurer assumes the exposure in return for a
portion of the premium. The reinsurer's liability is limited to losses it
assumes that are in excess of the portion retained by MMIC. However, in the
event the reinsurer is unable or otherwise fails to pay, MMIC remains
primarily liable for the loss.
Historically, entering into reinsurance agreements permitted MMIC to issue
policies having greater liability limits than otherwise would have been
allowed under Minnesota insurance law, which prohibits an insurer from
retaining a risk on any one claim that is greater than 10 percent of its
surplus. As MMIC's surplus has grown, MMIC now utilizes reinsurance primarily
to limit its risk on any single claim. Such limits of risk assumed by MMIC
for physician coverage have increased from $150,000 in the first year of
operations to $750,000 as of January 1, 1995. The single claim limit of risk
assumed is $750,000 for hospital coverage. The reinsurer will pay losses in
excess of the amount of risk retained by MMIC, not to exceed the limits of
liability of the policies issued by MMIC.
MMIC currently operates under an excess-of-loss reinsurance treaty with
General Reinsurance Corporation of Stamford, Connecticut (85%) and Hanover
Reinsurance Company of Hanover, Germany (15%), whereby the reinsurers insure
against losses in excess of the of loss limit retained by MMIC. General
Reinsurance Corporation is the largest reinsurer of medical professional
liability in the United States and one of the largest in the world and has
received the highest rating of A++ by A.M. Best & Company, Inc. Hanover
Reinsurance Company is rated A+ by A.M. Best & Company, Inc. Coverage under
the treaty was initially issued on October 1, 1986, and is continuous until
canceled by either party. MMIC commuted the reinsurance treaties covering the
period from October 1, 1986 through December 31, 1990. As a result, there is
no longer any reinsurance coverage for those report years. As of December 31,
1997, there also are no open cases pertaining to those report years. Previous
reinsurance treaties, which remain in
5
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ITEM 1. BUSINESS (CONTINUED)
effect for pre-1986 incidents, were with various domestic and foreign
reinsurers, all of whom have maintained their obligations to MMIC and appear
to be financially sound. MMIC currently cedes about $3,500,000 of premium per
year under the reinsurance treaty.
INVESTMENTS
MMIC's investment portfolio is under the direction of the Board of Directors
acting through the Investment Committee. The Investment Committee establishes
MMIC's investment policy which, in summary, is to assist in maintaining
MMIC's financial stability through the preservation of assets and the
maximizing of after-tax investment income. In 1997, the Committee changed the
investment guidelines to maximize pre-tax income and to extend the duration
of the fixed income investments. Adequate liquidity is maintained to assure
that MMIC has the ability to meet its insurance operational requirements, in
particular the payment of claims. MMIC employs outside investment managers
who manage the portfolio on a discretionary basis consistent with the
policies set by MMIC. In addition, the Investment Committee utilizes the
services of a separate outside consultant who calculates performance measures
and provides an independent opinion on the overall results being obtained by
the investment managers.
MMIC's investment portfolio consists primarily of fixed income instruments,
including United States Government, governmental agency bonds, and corporate
bonds. MMIC's investment policy also permits the inclusion of equity
securities. Equity securities currently comprise approximately 20% of the
portfolio. Due to the 1996 and 1997 increase in market values, the equity
percent of the portfolio rose from 12.3% at December 31, 1995 to 20% at
December 31, 1997. No additional funds were committed to equities in either
year.
RATING
A.M. Best & Company, Inc. ("Best's"), publisher of BEST'S INSURANCE REPORTS,
PROPERTY-CASUALTY, 1997 Edition, has assigned MMIC an "A", or excellent,
rating in 1997. This is the highest rating given to any company that
specializes in medical malpractice. Best's ratings are based on an analysis
of the financial condition and operation of an insurance company as compared
with the industry in general. MMIHC believes that a favorable rating has a
positive effect since customers and their advisors often review Best's
ratings when selecting an insurer and are more apt to purchase insurance from
a company with a positive rating because of the greater security and
stability associated with a positive rating. A positive rating relates to the
ability of an insurer to meet its insurance obligations and does not directly
relate to the value of the insurer's securities.
6
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ITEM 1. BUSINESS (CONTINUED)
GOVERNMENT REGULATION
MMIC is subject to governmental regulation in the states in which it conducts
its business (Minnesota, Iowa, North Dakota, South Dakota, Nebraska,
Illinois, and Wisconsin). Such regulation is conducted by state agencies
having broad administrative power dealing with all aspects of MMIC's
business, including policy terms, rates, dividends and retrospective premium
credits to policyholders, and dividends to the parent corporation, MMIHC.
Without prior approval from the Minnesota Commissioner of Commerce, annual
dividends to MMIHC cannot exceed 10 percent of unassigned surplus of MMIC or
the prior year's net income from operations of MMIC, whichever is greater.
MMIC is also subject to statutes that require it to file periodic information
with state regulatory authorities and is subject to periodic financial and
business conduct examinations. MMIHC is also subject to statutes governing
insurance holding company systems in Minnesota, which relate primarily to the
acquisition of control of insurance companies directly or through a holding
company.
COMPETITION
MMIC's major competitor in all states in which it conducts its business is
The St. Paul Companies. The St. Paul Companies is a major national
property-casualty insurance company, the largest writer of medical
professional liability insurance in the United States, and is many times
larger than MMIC. In addition to The St. Paul Companies, several other
national companies have become active competitors in the last several years,
including Medical Protective Insurance Company, CNA Insurance Company, Zurich
Insurance Company, Fireman's Fund Insurance Company, and the MMI group. At
this time they have achieved limited market penetration, but represent an
increasing competitive pressure for the future. In addition several other
physician-owned specialty carriers have entered the market, but have yet to
be a significant factor in MMIC's area. Finally, over the past several years
several large self-insured hospitals in Minneapolis and Des Moines have
purchased MMIC insured clinics, and other physician practices have been
purchased by large, self-insured clinics such as the Mayo Clinic. This trend
decreased significantly in 1996 and even more in 1997. The trends are causing
a contraction in the available market for MMIC's primary malpractice
insurance. MMIC is the only carrier endorsed by local medical societies in
Minnesota, Iowa and North Dakota and owned by its physician-insureds, which
management believes gives MMIC a competitive advantage in marketing to
physicians.
The market for medical professional liability insurance is changing,
especially with the dramatic changes proposed and occurring in the broader
health care industry. Various changes in the market for medical professional
liability insurance are possible as a result of developments such as practice
consolidation and integration, physician-hospital organizations, various
forms of managed health care, various forms of alliances between providers,
proposals for enterprise
7
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ITEM 1. BUSINESS (CONTINUED)
liability, and many others. Management of MMIC believes it is developing new
programs and products which will allow it to remain an industry leader as
such change occurs, although no assurance can be given to that effect.
EMPLOYEES
As of December 31, 1997, MMIHC employed 65 persons, of whom 5 were
executives, 45 were supervisory employees or specialists, and 15 were
clerical employees. None of the employees of MMIHC is covered by a collective
bargaining agreement and management believes that relations with employees
are good.
8
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ITEM 2. PROPERTIES
MMIHC owns the following fixed assets, all of which are used in the conduct
of its business:
<TABLE>
<CAPTION>
NET BOOK VALUE
DECEMBER 31,
1997
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<S> <C>
Office furniture and equipment $ 289,933
Leasehold improvements at leased premises,
6600 France Avenue South, Minneapolis, MN 29,435
Computer hardware 469,624
Computer system software 625,657
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Total $1,414,649
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</TABLE>
The Company owns no real estate. MMIHC leases approximately 15,765 square
feet of office space in Edina, Minnesota under a 10-year lease that expires
in 2001, subject to the option for MMIHC to renew the lease for an additional
five years after the original term. Four-thousand and sixty square feet of
office space is leased in West Des Moines, Iowa under a 10-year lease that
expires in 2000, with an option for MMIHC to extend the term for an
additional five years after the original term. An additional 1,249 square
feet of office space is leased in Omaha, Nebraska under a three year lease
that expires November 30, 2000. Annual rent expense was $427,646 for 1997 and
$392,282 for 1996.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending or threatened legal proceedings
which could have a material adverse effect on its operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders.
9
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
(a) There is no market for the Company's Class A or Class B Common Stock. Class
A shares are issued only to insured individual physicians or individual
physicians jointly with the legal entities in which they practice. The
shares are restricted and cannot be sold to any person other than MMIHC and
are subject to mandatory redemption at the time that the physician
terminates his or her insurance coverage for any reason.
(b) As of March 30, 1998, there were 121,322 shares of Class A Common stock
outstanding held by 3,450 physicians and 1 share of Class B Common Stock
held by the Minnesota Medical Association.
(c) MMIHC has never paid a shareholder dividend nor does it intend to within
the foreseeable future. Without prior approval from the Minnesota
Commissioner of Commerce, annual dividends to MMIHC from MMIC cannot exceed
10% of unassigned surplus of MMIC or the prior year's net income from
operations of MMIC, whichever is greater.
ITEM 6. SELECTED FINANCIAL DATA
Following is the selected financial data of MMIHC for the five years ended
December 31, 1997. This data should be read in conjunction with the
consolidated financial statements and notes thereto appearing under Item 8 of
this Form 10-K.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
OPERATIONS DATA 1997(1) 1996(1) 1995(1) 1994(2) 1993(2)
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(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Net premiums earned $33,795 $32,046 $29,798 $26,246 $40,183
Net investment and other income 18,397 14,689 14,258 11,509 14,773
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Total revenue 52,192 46,735 44,056 37,755 54,956
Loss and loss adjustment expenses 31,834 32,257 37,560 11,334 30,693
Other underwriting expenses 6,595 5,539 6,482 5,509 5,807
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38,429 37,796 44,042 16,843 36,500
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Income before income taxes 13,763 8,939 14 20,912 18,456
Income taxes (benefit) 4,463 1,458 (1,711) 6,417 6,156
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Net income $ 9,300 $ 7,481 $ 1,725 $14,495 $12,300
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</TABLE>
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ITEM 6. SELECTED FINANCIAL DATA (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1997(1) 1996(1) 1995(1) 1994(2) 1993(2)
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(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Net income per common share -
assuming dilution $70.23 $58.33 $13.74 $114.84 $99.53
Number of shares used in per share
calculation 132,427 128,259 125,536(3) 126,222(3) 123,575(3)
Net income/total revenue 17.8% 16.0% 3.9% 38.4% 22.4%
Return on average equity 7.4% 6.5% 1.7% 15.8% 9.0%
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31
FINANCIAL CONDITION 1997(1) 1996(1) 1995(2) 1994(2) 1993(2)
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(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
ASSETS
Fixed maturities at fair value $171,975 $183,561 $182,817 $174,203 $ -
Fixed maturities at amortized cost - - - - 181,526
Equity securities at fair value 49,759 38,001 28,311 19,782 19,580
Short-term investments 13,909 7,898 15,015 9,755 7,429
Other 10,000 - - - -
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Total investments 245,643 229,460 226,143 203,740 208,535
Reinsurance recoverable 19,117 22,174 25,112 23,637 18,310
Other assets 10,755 10,359 13,329 19,100 16,335
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Total assets $275,515 $261,993 $264,584 $246,477 $243,180
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LIABILITIES
Unpaid losses and loss adjustment
expenses $107,806 $110,037 $120,264 $110,967 $123,420
Other liabilities 33,942 33,074 34,053 38,358 33,904
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141,748 143,111 154,317 149,325 157,324
REDEEMABLE STOCK
Class A and Class B Common Stock
at redemption value 7,477 7,604 6,975 7,712 7,605
OTHER SHAREHOLDERS' EQUITY 126,290 111,278 103,292 89,440 78,251
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Total liabilities, redeemable stock
and shareholders' equity $275,515 $261,993 $264,584 $246,477 $243,180
----------------------------------------------------------
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</TABLE>
11
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ITEM 6. SELECTED FINANCIAL DATA (CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31
1997(1) 1996(1) 1995(1) 1994(2) 1993(2)
----------------------------------------------------------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Midwest Medical Insurance Holding
Company:
Class A Common Shares issued
and outstanding 121,322 118,209 116,251(3) 116,855(3) 115,230(3)
Redemption value per share $61.63 $64.33 $60.00 $66.00 $66.00
Class A Common Shares
redeemed 10,306 10,272 12,424 12,640 6,426
Amount paid to terminating
policyholders upon redemption $ 648 $ 608 $ 829 $ 840 $ 415
</TABLE>
___________________________
(1) Amounts derived from audited consolidated financial statements of MMIHC
included in Item 8 of this Form 10-K.
(2) Amounts derived from audited consolidated financial statements of MMIHC.
(3) Includes pro forma shares computed to give retroactive effect to the merger
of MMIHC/MMIC with MLM. See Note 1 to the consolidated financial statements
included in Item 8 of this Form 10-K.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANNER OF PRESENTATION
The financial statements of MMIHC and MMIC are presented on a consolidated
basis. In future references in this analysis, which should be read together
with the 1996 consolidated financial statements and notes thereto appearing
under Item 8 in this Form 10-K, MMIHC and MMIC are referred to collectively
as the "Company".
LIQUIDITY AND CAPITAL RESOURCES
The majority of the Company's assets are invested in bonds, stocks, a real
estate investment trust and short-term instruments. These investments totaled
$245,643,000 and $229,460,000 at December 31, 1997 and 1996, respectively,
which represented 89.2% and 87.5% of total assets. The primary objective of
the Company's investment policy is preservation of assets while securing the
highest return consistent with asset conservation. The investment in U.S.
Government bonds assists in assuring adequate liquidity for payment of
losses. Fixed maturity investments and equity securities are classified as
available for sale and carried at fair value. Through the Third Quarter of
1997 partially taxable state and other political subdivision bonds were
utilized in the portfolio to reduce federal income taxes.
During 1997 the Company adopted a revised Investment Policy resulting in a
portfolio restructuring designed to increase overall return from investments.
The benchmark total return goal set for the fixed portfolio manager was
increased. This resulted in a turnover of most of the fixed portfolio which
included selling all municipal bonds. In addition, the Company invested $10
million in a private placement real estate investment trust to further
diversify the portfolio. This change in policy recognizes the Company's
strong financial position relative to the risk inherent in the amount of
premium written.
The Company's cash flow from operations has been essentially breakeven for
the years 1996 and 1995 combined. The improved cash flow from 1997 operations
to a positive $2,899,000 is primarily the result of lower loss payments and
higher realized capital gains. Premium rates have remained level for several
years causing cash receipts from operations to be relatively level. In
addition, in recent years MMIC has returned substantial amounts of premiums
to policyholders in the form of retrospective premium credits. Loss and
operating expense payments during all three years have generally been met
from current year's premium receipts with any excess cash allocated to the
investment portfolio. The Company regularly analyzes loss liabilities to
project cash flow required in future years. Since the overall portfolio is
highly liquid, exact matching of bond maturities and liabilities is not a
goal. Maturities are selected to maximize total return. Given the Company's
December 31, 1997 shareholders' equity of $126,290,000, investments of
$245,643,000 and total liabilities of $141,748,000, the Company anticipates
no cash flow problems in the near future.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
The Company's bylaws require that MMIHC Class A Common Stock issued to MMIC
policyholders be redeemed when a physician ceases to be insured by MMIC for
any reason. The redemption value per share is calculated by dividing the net
book value of the Company, excluding the net book value of MMIC (other
shareholders' equity) from the calculation, by the number of MMIHC Class A
Common Shares outstanding. More detail about the redeemable stock and the
actual redemptions during the years 1997, 1996 and 1995 are found in Note 2
to the consolidated financial statements. This limited redemption value
preserves the capital of MMIC as other shareholders' equity. The consolidated
statements of changes in other shareholders' equity found in the accompanying
financial statements provide the details of additions to and reductions in
other shareholders' equity.
From time to time the Board of Directors of MMIC declares dividends payable
to MMIHC to maintain the redemption value of the Company's Class A Common
Stock. A $260,000 dividend in November 1995 was declared in accordance with
that principle and paid in February of 1996. In July 1996, a dividend of
$327,000 was paid to MMIHC as required by a provision of the MMIC/MLM merger
agreement. Per the merger agreement, the amount was sufficient to maintain
the per share redemption value of MMIHC's Class A Common Stock at the same
per share value immediately after the merger as immediately before the
merger. There were no dividends declared or paid by MMIC to MMIHC in 1997.
IMPACT OF YEAR 2000
The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the
Company's computer programs that have time sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send billings, or engage in similar normal business activities.
Recently, in response to other business issues, the Company decided to
replace all significant application software with new purchased applications.
A key criteria in vendor selection was Year 2000 readiness of the software.
The new applications are currently being installed and are scheduled to be
fully operational prior to December 31, 1998. As a result, management
believes that is has adequately addressed the Year 2000 issue as it relates
to internal use software.
Management continues to evaluate the Year 2000 readiness of significant
vendors and business partners and will develop contingency plans as deemed
necessary.
14
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
LOSS AND LOSS ADJUSTMENT EXPENSE
RECONCILIATION OF LIABILITY FOR LOSS
AND LOSS ADJUSTMENT EXPENSE
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
1997 1996 1995
---------------------------------------
<S> <C> <C> <C>
Liability for loss and loss adjustment expense
at beginning of year $ 90,342 $ 96,424 $ 88,227
Plus:
Incurred loss and loss adjustment expense:
Provision for current year 40,186 41,101 39,847
(Decrease) in provision for prior years (8,352) (8,844) (2,287)
----------------------------------------
Total incurred loss and loss adjustment expense 31,834 32,257 37,560
Less:
Incurred loss and loss adjustment expense payments:
Payment attributable to current year 2,685 4,885 2,484
Payment attributable to prior years 30,097 33,454 26,879
----------------------------------------
Total payments 32,782 38,339 29,363
----------------------------------------
Liability for loss and loss adjustment expense
at end of year 89,394 90,342 96,424
Reinsurance recoverables on unpaid losses at
end of year 18,412 19,695 23,840
----------------------------------------
Liability for loss and loss adjustment expense, gross
of reinsurance recoverables on unpaid losses
at end of year $107,806 $110,037 $120,264
----------------------------------------
----------------------------------------
</TABLE>
The second to the last line on the preceding reconciliation reports the
amount of reinsurance recoverables for unpaid losses which are included in
the 1997, 1996 and 1995 balance sheet liability "Unpaid losses and loss
adjustment expenses." Except for adding the reinsurance recoverables, the
reconciliation is presented net of reinsurance which coincides with the
manner of presentation of the income statements.
15
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
The current year's provision for loss and loss adjustment expense, which is
based upon policyholder exposure, expected frequency of losses, and severity
of losses, was fairly stable for the years 1997, 1996 and 1995. The loss and
loss adjustment expenses reflected in the consolidated financial statements,
and shown in the Reconciliation of Liability for Loss and Loss Adjustment
Expense as total incurred loss and loss adjustment expense, include
adjustments of prior years' estimates.
Incurred loss and loss adjustment expenses for 1997 and 1996 of $31,834,000
and $32,257,000, respectively, are significantly less than the $37,560,000 in
1995. During the course of each year and particularly at each year end,
management reevaluates the liability for loss and loss adjustment expense.
This evaluation is supported by outside actuarial evaluation at year end.
During 1997 and 1996 these evaluations resulted in a reduction is estimated
liabilities applicable to prior years of $8,352,000 and $8,844,000,
respectively. A smaller reduction of $2,287,000 was recorded in 1995. This
difference is the primary reason for the lower incurred loss and loss
adjustment expense in 1997 and 1996.
The schedule which follows summarizes the development of the liability for
loss and loss adjustment expense from 1987 through 1997. This schedule is
also presented net of reinsurance which the Company believes best explains
the development as it affects operating results. The Company has a
conservative loss reserving policy which, when coupled with a moderation of
malpractice insurance losses which began in approximately 1986 for the
Company and across the industry, has resulted in redundancies in liabilities
larger than expected. The table indicates that the redundancy in loss
liabilities, which developed when more actual results were known, has been
significantly reduced from the high at December 31, 1990. Loss and loss
adjustment expense liabilities have not been discounted in the Company's
financial statements.
16
<PAGE>
<TABLE>
<CAPTION>
Development of Liability for Loss and Loss Adjustment Expense
(THOUSANDS OF DOLLARS)
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Liability for unpaid loss and
loss adjustment expense $60,133 $74,577 $89,630 $97,375 $100,167 $98,617 $105,589 $88,227 $96,424 $90,342 $89,394
Liability reestimated as of:
1 year later 53,358 65,928 73,244 83,359 83,991 94,633 80,960 85,595 87,580 81,990
2 years later 46,297 51,379 62,056 64,876 74,883 69,490 75,364 76,365 79,665
3 years later 35,881 43,516 52,010 56,351 53,538 65,568 64,586 67,891
4 years later 33,448 35,753 44,582 42,075 52,833 56,426 57,851
5 years later 30,345 31,052 37,872 41,771 45,892 52,388
6 years later 26,818 29,052 37,617 39,519 43,760
7 years later 26,613 29,002 35,882 38,929
8 years later 26,620 28,724 35,882
9 years later 26,611 28,724
10 years later 26,611
Cumulative redundancy 33,522 45,853 53,748 58,446 56,407 46,229 47,738 20,336 16,759 8,352
Cumulative amount of
liability paid through:
1 year later 13,421 12,067 10,585 13,973 19,112 21,422 25,251 26,879 33,454 30,097
2 years later 19,787 19,043 21,890 28,643 32,798 37,498 42,685 46,925 53,132
3 years later 23,184 24,143 30,869 35,305 39,906 45,227 51,087 55,534
4 years later 25,238 26,241 35,015 37,624 42,752 46,226 53,594
5 years later 26,240 27,561 35,115 38,298 43,994 46,823
6 years later 26,555 27,695 35,187 39,505 44,370
7 years later 26,670 27,695 35,295 39,861
8 years later 26,695 27,695 35,295
9 years later 26,695 27,695
10 years later 26,695
</TABLE>
17
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS
NET PREMIUMS EARNED increased $1,749,000 in 1997 from 1996 while
policyholders' rate levels remained relatively level for 1996 and 1997. An
increase in the number of policyholders in 1997 increased premium by
$500,000. The remaining increase was the result of the several
increase/decrease factors listed below:
1. The estimated reinsurance premium applicable to the treaty years
1992-1994 and 1995-1997, which is based in part on reinsured claims
experience, was reduced resulting in a net INCREASE in premium
between years of $3,875,000.
2. The Company recorded an increase of $1,171,000 in the Iowa Development
Experience Liability account in 1997. A similar increase of $2,901,000
was recorded in 1996. While these increased liabilities both reduce
premium, the difference in the amounts between years causes an
INCREASE in net premium from 1996 to 1997 of $1,730,000.
3. In 1996 $2,194,000 was received from the commutation of a reinsurance
treaty covering the years 1989 and 1990. This increased 1996 premiums.
Since there was no counterpart in 1997 it causes a DECREASE in
premiums from 1996 to 1997 of $2,194,000.
4. A number of other prior year reinsurance premium adjustments recorded
in 1996 increased 1996 premiums by $2,143,000. With no counterpart in
1997, the difference between years is a DECREASE in 1997 of
$2,143,000.
INVESTMENT INCOME has remained relatively level during the last three years.
While invested assets on a cost basis did increase by $6,980,000 during 1997,
almost all of that increase occurred in the last quarter when the fixed
portfolio was restructured to meet a new benchmark return which was referred
to earlier under Liquidity and Capital Resources. Restructuring the fixed
portfolio resulted in realized capital gains of $4,916,000.
NET PREMIUMS EARNED increased $2,248,000 in 1996 from 1995 while the number
of insured policyholders and rate levels were relatively the same. The
primary reasons for this increase are:
1. In 1996, $2,194,000 was received from the commutation of a reinsurance
treaty covering the years 1989 and 1990. This increases 1996 net
premiums. There was no similar item in 1995.
2. Several other reinsurance treaty adjustments involving prior years
retrospective reinsurance treaties resulted in reducing 1996
reinsurance costs by $1,740,000, thereby increasing net premium
earned. The years involved ranged from 1987-1995. Most of these
treaties originated with IPMIT prior to its merger into MMIC on July
1, 1993.
18
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS
3. Offsetting these two major reasons for the increase in 1996 net
premiums was one significant item which caused a decrease. The Company
recorded an increase of $2,901,000 in an Iowa development experience
liability account in 1996. A similar increase of $646,000 was recorded
in 1995. The difference between the 1996 and 1995 amounts decreased
net premium $2,255,000. Under terms of the MMIC/IPMIT July 1, 1993
merger agreement, if the financial results for the years prior to 1993
are more favorable than expected at December 31, 1992, that favorable
development must be returned to the prior IPMIT policyholders who
renew coverage with MMIC.
REALIZED CAPITAL GAINS of $1,771,000 in 1996 and $1,646,000 in 1995 were due
to active management of both the bond and equity sections of the portfolio.
During 1997 the Company restructured the fixed portfolio and in this process
experienced realized capital gains of $4,916,000. In addition, normal
investment transactions resulted in additional realized capital gains of
$1,568,000 for a total of $6,484,000. The Company employs two outside
professional advisors to manage the portfolio, one to manage fixed income
securities and a separate manager for equities. The managers operate within
the Company's adopted investment policy. This policy was revised in 1997 as
previously discussed under Liquidity and Capital Resources. The Investment
Committee meets with the outside managers approximately four times per year.
OTHER UNDERWRITING EXPENSES increased $1,056,000 form 1996 to 1997.
Approximately $425,000 of the increase was due to payments to state medical
societies, for the first time in 1997, under license and endorsement
agreements. The remainder of the increase reflects the increase in overall
cost of operating the Company.
INCOME TAXES. In 1997 the Company's book net income before taxes was
$13,763,000. Deductions from book income, primarily tax exempt interest
income from municipal bonds reduces income subject to tax. This current
year's tax based on taxable earnings was increased by a reduction in deferred
taxes of $1,494,000 to arrive at the income tax charged to operations
$4,463,000 as shown in the financial statements.
Deferred tax effects are provided whenever expense items are recorded in the
accompanying financial statements in a time period different from those in
the Company's tax returns.
NET INCOME for the Company during the last three years totaled $18,506,000
which was added to retained earnings. A significant portion of net income for
these years resulted from the reversal of loss liabilities established in
prior years and realized capital gains on investments.
19
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of Midwest Medical Insurance Holding
Company and Subsidiary are presented on pages 21 through 47 of this Annual
Report on Form 10-K following.
20
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Consolidated Financial Statements
Years ended December 31, 1997, 1996 and 1995
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Consolidated Financial Statements
Consolidated Balance Sheets. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Consolidated Statements of Income. . . . . . . . . . . . . . . . . . . . . . . . . 24
Consolidated Statements of Changes in Other Shareholders' Equity . . . . . . . . . 25
Consolidated Statements of Cash Flows. . . . . . . . . . . . . . . . . . . . . . . 26
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . 27
</TABLE>
21
<PAGE>
Report of Independent Auditors
Board of Directors
Midwest Medical Insurance Holding Company
and Subsidiaries
We have audited the accompanying consolidated balance sheets of Midwest
Medical Insurance Holding Company and Subsidiaries as of December 31, 1997
and 1996, and the related consolidated statements of income, changes in other
shareholders' equity, and cash flows for each of the three years in the
period ended December 31, 1997. Our audits also included the financial
statement schedules listed in the index at Item 14(a). These financial
statements and schedules are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Midwest Medical
Insurance Holding Company and Subsidiaries at December 31, 1997 and 1996, and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended December 31, 1997, in conformity with
generally accepted accounting principles. Also, in our opinion, the related
financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material
respects the information set forth herein.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
February 2, 1998
22
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Consolidated Balance Sheets
(IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
<TABLE>
<CAPTION>
DECEMBER 31
1997 1996
-------------------------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities at fair value (cost:
1997--$170,590; 1996--$179,979) $171,975 $183,561
Equity securities at fair value (cost:
1997--$20,595; 1996--$20,237) 49,759 38,001
Short-term 13,909 7,898
Other 10,000 -
-----------------------
245,643 229,460
Cash 2,378 -
Accrued investment income 2,341 2,778
Reinsurance recoverable 19,117 22,174
Other assets 6,036 6,451
Deferred income taxes - 1,130
-----------------------
Total assets $275,515 $261,993
-----------------------
-----------------------
LIABILITIES, REDEEMABLE STOCK AND OTHER
SHAREHOLDERS' EQUITY
Liabilities:
Unpaid losses and loss adjustment expenses $107,806 $110,037
Unearned premiums 6,072 6,860
Retrospective premiums 9,905 10,838
Deferred income taxes 3,592 -
Amounts due reinsurers 2,984 7,274
Other liabilities 11,389 8,102
-----------------------
Total liabilities 141,748 143,111
Redeemable stock:
Class A Common Stock--authorized 300,000
shares, issued and outstanding 121,322
shares in 1997 and 118,209 shares in 1996 7,476 7,603
Class B Common Stock--authorized, issued
and outstanding 1 share 1 1
-----------------------
7,477 7,604
Other shareholders' equity 126,290 111,278
-----------------------
Total liabilities, redeemable stock and other
shareholders' equity $275,515 $261,993
-----------------------
-----------------------
</TABLE>
SEE ACCOMPANYING NOTES.
23
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Consolidated Statements of Income
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1997 1996 1995
--------------------------------
<S> <C> <C> <C>
Revenues:
Net premiums earned $33,795 $32,046 $29,798
Net investment income 11,509 12,061 12,278
Realized capital gains 6,484 1,771 1,646
Other 404 857 334
--------------------------------
52,192 46,735 44,056
Losses and expenses:
Losses and loss adjustment expenses 31,834 32,257 37,560
Other underwriting expenses 6,595 5,539 6,482
--------------------------------
38,429 37,796 44,042
--------------------------------
Income before income taxes 13,763 8,939 14
Income taxes (benefit) 4,463 1,458 (1,711)
--------------------------------
Net income $ 9,300 $ 7,481 $ 1,725
--------------------------------
--------------------------------
Income per common share $77.79 $64.45 $15.08
--------------------------------
--------------------------------
Income per common share--assuming
dilution $70.23 $58.33 $13.74
--------------------------------
--------------------------------
</TABLE>
SEE ACCOMPANYING NOTES.
24
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Consolidated Statements of Changes in Other Shareholders' Equity
(IN THOUSANDS)
<TABLE>
<CAPTION>
UNREALIZED
APPRECIATION
ON INVESTMENTS,
PAID-IN RETAINED NET OF
CAPITAL EARNINGS INCOME TAXES TOTAL
--------------------------------------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1994 $12,734 $76,378 $ 356 $ 89,468
Net income - 1,725 - 1,725
Net loss of Midwest Medical Insurance Holding Company
includable in Class A Common Stock redemption value - 387 - 387
Dividend declared by subsidiary payable to Midwest
Medical Insurance Holding Company - (260) - (260)
Increase in unrealized appreciation, net of income tax - - 11,936 11,936
Adjustment to pro forma combination of Midwest Medical
Insurance Holding Company and Medical Liability
Mutual Insurance Company - (26) 7 (19)
Adjustment to pro forma distribution to holding
company from subsidiary to reflect change in number
of Class A common shares issued and net redemption
value per share 55 - - 55
--------------------------------------------------
Balance at December 31, 1995 12,789 78,204 12,299 103,292
Net income - 7,481 - 7,481
Net income of Midwest Medical Insurance Holding
Company includable in Class A Common Stock
redemption value - (1,070) - (1,070)
Increase in unrealized appreciation, net of income tax - - 1,575 1,575
--------------------------------------------------
Balance at December 31, 1996 12,789 84,615 13,874 111,278
Net income - 9,300 - 9,300
Net income of Midwest Medical Insurance Holding
Company includable in Class A Common Stock
redemption value - (270) - (270)
Net income of Midwest Medical Insurance Holding
Company Services, Inc. includable in Class A
Common Stock redemption value - (2) - (2)
Increase in unrealized appreciation, net of income tax - - 5,984 5,984
--------------------------------------------------
Balance at December 31, 1997 $12,789 $93,643 $19,858 $126,290
--------------------------------------------------
--------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES.
25
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Consolidated Statements of Cash Flows
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1997 1996 1995
---------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 9,300 $ 7,481 $ 1,725
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Decrease (increase) in accrued investment income 437 97 (50)
Decrease (increase) in reinsurance recoverable 3,057 2,938 (1,475)
Decrease (increase) in other assets 415 1,015 (1,898)
Deferred tax provision 1,494 298 482
(Decrease) increase in unpaid losses and loss
adjustment expenses (2,231) (10,227) 9,297
Decrease in unearned premiums (788) (173) (281)
Decrease in retrospective premiums (933) (26) (3,171)
Decrease in amounts due reinsurers (4,290) (544) (1,287)
Increase (decrease) in other liabilities 3,287 (236) 469
Accretion of bond discount, net of premium
amortization (618) (1,080) (1,087)
Realized capital gains (6,484) (1,771) (1,646)
Compensation expense for vested Class A
common shares 253 156 193
---------------------------------
2,899 (2,072) 1,271
INVESTING ACTIVITIES
Purchases of fixed maturity investments and equity
securities (311,947) (75,684) (56,345)
Sales of fixed maturity investments and equity
securities 318,085 54,293 52,545
Calls and maturities of fixed maturity investments - 16,250 7,535
Net (purchases) sales of short-term investments (6,011) 7,117 (5,261)
---------------------------------
127 1,976 (1,526)
FINANCING ACTIVITIES
Redemption of Class A Common Stock (648) (608) (829)
---------------------------------
Increase (decrease) in cash 2,378 (704) (1,084)
Cash at beginning of year - 704 1,788
---------------------------------
Cash at end of year $ 2,378 $ - $ 704
---------------------------------
---------------------------------
</TABLE>
SEE ACCOMPANYING NOTES.
26
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1997
1. ACCOUNTING POLICIES
ORGANIZATION AND OPERATIONS
The Minnesota Medical Insurance Exchange (Exchange) began operations in
October 1980 as a reciprocal or inter-insurance exchange organized under
Chapter 71A of the Minnesota Statutes. Minnesota Medical Management, Inc.
(MMMI) was the Exchange's attorney-in-fact and was responsible for management
of the Exchange.
On November 30, 1988, the Exchange was reorganized into a stock insurance
company, Midwest Medical Insurance Company (MMIC), under the statutes of the
State of Minnesota. Concurrently, MMMI merged with the Midwest Medical
Insurance Holding Company (MMIHC) which then acquired all outstanding shares
of the reorganized stock company.
Effective July 1, 1993, MMIC merged with Iowa Physicians Mutual Insurance
Trust (IPMIT), a physician-owned professional liability insurance company
providing insurance coverage to Iowa physicians. As provided for in the
agreement and plan of merger, IPMIT was merged into MMIC. The merger was
accounted for as a pooling-of-interests.
During 1995, MMIHC formed MMIHC Services, Inc. to provide agency services for
the distribution of complementary insurance products and services to
physicians, clinics and hospitals.
Effective June 5, 1996, MMIC merged with Medical Liability Mutual Insurance
Company of Nebraska (MLM), a physician-owned professional liability insurance
company providing insurance coverage to Nebraska physicians. As provided for
in the agreement and plan of merger, MLM was merged into MMIC. The merger was
accounted for as a pooling-of-interests and, accordingly, the consolidated
financial statements include the combined financial position and results of
operations of MMIHC and MLM for all periods presented.
27
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. ACCOUNTING POLICIES (CONTINUED)
MMIHC provides management and administrative services to MMIC for a fee
generally equal to the cost of services provided plus ten percent. The
insurance company provides professional liability insurance to physicians in
Minnesota, Iowa, Nebraska, North Dakota and South Dakota.
Insurance policies issued by MMIC are on a "claims made" basis and provide
coverage for the policyholder for claims first made against the policyholder
and reported to MMIC during the policy period for claims which occurred on or
after the retroactive date stated in the policy.
MMIC provides, upon payment of an additional premium, a reporting endorsement
which extends the period in which claims otherwise covered by the "claims
made" policy may be reported to MMIC. In the event of death or permanent
disability of a policyholder, the reporting endorsement is issued without
additional premium. Upon retirement, as defined in the policy, a policyholder
with at least five years of consecutive coverage with MMIC is eligible for a
credit toward the additional premium for the reporting endorsement.
Prior acts coverage may be purchased by policyholders who were previously
insured under a "claims made" policy with another professional liability
insurer for an additional premium at the option of the insured in lieu of
purchasing reporting endorsement coverage from the previous insurer.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of MMIHC and its
wholly-owned subsidiaries, MMIC and MMIHC Services, Inc. All transactions
between MMIHC and its subsidiaries have been eliminated in consolidation with
the exception of the distribution of capital to MMIHC by MMIC in the form of
dividends.
Hereafter, MMIHC, MMIC and MMIHC Services, Inc. shall be collectively
referred to as the Company unless the reference pertains to a specific
entity.
28
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. ACCOUNTING POLICIES (CONTINUED)
BASIS OF PRESENTATION
The consolidated financial statements have been presented in conformity with
generally accepted accounting principles, which differ in certain respects
from statutory accounting practices followed by MMIC in reporting to the
Department of Commerce of the State of Minnesota (see Note 10).
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenues and
expenses, as well as disclosure of contingent assets and liabilities at the
date of the financial statements. Actual results could differ from those
estimates.
INVESTMENTS
The Company manages its investment portfolio to achieve its long-term
investment objective of providing for the financial stability of the Company
through preservation of assets and maximization of total portfolio return.
Although management believes the Company has the ability to hold its fixed
maturity investment portfolio to maturity, these investments are classified
as "available for sale" as management may take advantage of opportunities to
increase total return through sales of selected securities in response to
changing market conditions.
Consistent with management's classification of its investment in debt and
equity securities as available for sale, such investments are carried at fair
value with unrealized holding gains and losses reflected as a separate
component of equity, net of applicable deferred taxes.
Fair values are based on quoted market prices, where available. For fixed
maturity investments not actively traded, fair values are estimated using
values obtained from independent pricing services.
29
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. ACCOUNTING POLICIES (CONTINUED)
Short-term investments are principally money market funds backed by U.S.
government securities and are recorded at cost which approximates fair value.
Other investments are equity interests in non-traded real estate investment
trusts and are recorded at cost which approximates fair value.
Realized gains and losses on sales of investments are reported on a pre-tax
basis as a component of income and are determined on the specific
identification basis.
LOSSES AND LOSS ADJUSTMENT EXPENSES
The liability for unpaid losses and loss adjustment expenses represents an
estimate of the ultimate cost of all such amounts which are unpaid at the
balance sheet dates. The liability is based on both case-by-case estimates
and statistical analysis and projections using the historical loss experience
of MMIC, and gives effect to estimates of trends in claim severity and
frequency. These estimates are continually reviewed and, as adjustments
become necessary, such adjustments are included in current operations. MMIC
believes that the estimate of the liability for losses and loss adjustment
expenses is reasonable.
PREMIUMS
Premiums received are recorded as earned ratably over the lives of the
policies to which they apply. A portion of premiums received is deferred to
recognize MMIC's obligation to provide reporting endorsement coverage without
additional premium upon the death, disability or retirement of policyholders.
This amount is recorded as an unearned premium reserve and represents the
actuarially determined present value of future benefits to be provided less
the present value of future revenues to be received.
MMIC has a retro premium program whereby physicians may receive credits
against future premiums based upon loss experience of MMIC. Amounts to be
returned under the program are accrued when approved by the Board of
Directors and reflected as a reduction in net premium earned.
30
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. ACCOUNTING POLICIES (CONTINUED)
REINSURANCE
MMIC cedes reinsurance in order to reduce its liability on individual risks
and to enable it to write business at limits it otherwise would be unable to
accept. All reinsurance contracts are excess-of-loss contracts which
indemnify MMIC for losses in excess of a stated retention limit up to the
policy limits.
Reinsurance receivables and recoverables and prepaid reinsurance premiums are
reported as assets and reserve liabilities are reported gross of reinsurance
credits.
UNDERWRITING EXPENSES
Underwriting costs are expensed when incurred. Due to the nature of its
operations, MMIC does not pay significant amounts in commissions.
INCOME TAXES
The Company uses the asset and liability method of accounting for income
taxes. Deferred income tax assets or liabilities are recognized for the
temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and amounts used for income tax purposes.
EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board issued Statement No. 128,
EARNINGS PER SHARE. Statement 128 replaced the calculation of primary and
fully diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of all earned but unissued shares of Class A common stock
(see Note 2). Diluted earnings per share is very similar to the previously
reported fully diluted earnings per share. All earnings per share amounts for
all periods have been presented and, where appropriate, restated to conform
to the Statement 128 requirements.
31
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. ACCOUNTING POLICIES (CONTINUED)
RECLASSIFICATIONS
Certain amounts in the prior years' financial statements have been
reclassified to conform with the current year presentation.
2. REDEEMABLE STOCK
Effective November 30, 1988, MMIC policyholders earn Class A Common Shares
for each month of service pursuant to a stock allocation formula based on
underwriting risk classification. Shares earned by new policyholders are not
issued until the end of five years of continuous coverage under an MMIC
policy (the vesting date). The Company does not record any amounts related to
unissued Class A Common Shares. At the vesting date, the issued shares are
recorded at the then current redemption value (see Note 12).
The Company accounts for these shares by increasing Common Stock by the par
value ($.01 per share) of the newly issued shares, increasing paid-in capital
by the excess of the redemption value over par and charging stock
compensation expense for the full redemption value. Once vested,
policyholders will continue to earn shares for each month they remain insured
with MMIC according to the stock allocation formula. The Company accounts for
additional shares issued to vested policyholders by increasing Common Stock
for the par value of the shares and decreasing retained earnings by the same
amount.
MMIC policyholders whose initial effective date was on or before the November
30, 1988 reorganization, IPMIT policyholders whose initial effective date was
on or before December 31, 1992 and MLM policyholders whose initial effective
date was on or before December 31, 1995 became fully vested upon initial
receipt of their shares without regard to their length of coverage. These
policyholders will continue to earn and receive additional Class A shares for
each month they remain insured with MMIC. The Company accounts for these
shares similar to additional shares issued to other fully vested
shareholders.
32
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. REDEEMABLE STOCK (CONTINUED)
In accordance with the Articles of Incorporation and By-laws of MMIHC, only
active policyholders of MMIC may own shares of Class A Common Stock of MMIHC.
At each meeting of the shareholders, every Class A shareholder having the
right to vote shall be entitled to one vote, either in person or by proxy,
regardless of the number of Class A shares held by the individual.
Class A shareholders are required to redeem their shares with MMIHC upon
termination as policyholders of MMIC. The net redemption value (NRV) of the
shares is equal to the net book value of MMIHC, excluding the amount of net
book value that is attributable to MMIC, divided by the number of outstanding
Class A Common Shares of MMIHC at the semi-annual valuation dates of June 30
and December 31 of each year. The amount paid upon redemption is the
redemption value determined at the most recent semi-annual valuation.
MMIHC has issued one share of Class B voting stock which carries with it the
right to elect the Board of Directors of MMIHC. The voting rights are
currently exercised by the Minnesota Medical Association and the Iowa Medical
Society. A majority of the Class A shareholders may at any time, by a
two-thirds vote, elect to redeem the Class B share at cost.
33
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. REDEEMABLE STOCK (CONTINUED)
Following is the detail of changes in redeemable stock for each of the three
years in the period ended December 31, 1997 (in thousands, except for share
and per share amounts):
<TABLE>
<CAPTION>
UNREALIZED
APPRECIATION
(DEPRECIATION)
CLASS A COMMON STOCK CLASS B MMIHC MMIHC ON INVESTMENTS,
-------------------- COMMON PAID-IN RETAINED NET OF INCOME
SHARES AMOUNT STOCK CAPITAL EARNINGS TAXES TOTAL
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1994 116,855 $1 $1 $4,858 $2,876 $ (24) $7,712
Redemption of shares due to
policyholder terminations by
effective date:
January 1, 1995 to June 30,
1995; NRV of $66.00 (8,017) (323) (207) (530)
July 1, 1995 to December 31,
1995; NRV of $67.65 (4,407) (1) (181) (117) (299)
Issuance of shares to vested
policyholders 9,271 1 (1) -
Initial issuance of shares to
policyholders upon vesting 2,890 193 193
Dividend receivable from Midwest
Medical Insurance Company 260 260
Net loss of Midwest Medical
Insurance Holding Company
includable in Class A Common
Stock redemption value (387) (387)
Change in unrealized appreciation,
net of income tax 81 81
Adjustment to pro forma issuance
of shares to MLM policyholders
to adjust effective date to
December 31, 1995 (341) (55) (55)
-------------------------------------------------------------------------------
Balance at December 31, 1995
(carried forward) 116,251 1 1 4,752 2,164 57 6,975
</TABLE>
34
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. REDEEMABLE STOCK (CONTINUED)
<TABLE>
<CAPTION>
UNREALIZED
APPRECIATION
(DEPRECIATION)
CLASS A COMMON STOCK CLASS B MMIHC MMIHC ON INVESTMENTS,
-------------------- COMMON PAID-IN RETAINED NET OF INCOME
SHARES AMOUNT STOCK CAPITAL EARNINGS TAXES TOTAL
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1995
(brought forward) 116,251 $1 $1 $4,752 $2,164 $ 57 $6,975
Redemption of shares due to
policyholder terminations by
effective date:
January 1, 1996 to June 30,
1996; NRV of $60.00 (6,277) (1) (259) (117) (377)
July 1, 1996 to December 31,
1996; NRV of $57.84 (3,995) (159) (72) (231)
Issuance of shares to vested
policyholders 9,540 1 (1) -
Initial issuance of shares to
policyholders upon vesting 2,690 156 156
Net income of Midwest Medical
Insurance Holding Company
includable in Class A Common
Stock redemption value 1,070 1,070
Change in unrealized appreciation,
net of income tax 11 11
-------------------------------------------------------------------------------
Balance at December 31, 1996 118,209 1 1 4,490 3,044 68 7,604
Redemption of shares due to
policyholder terminations by
effective date:
January 1, 1997 to June 30,
1997; NRV of $64.33 (4,363) (165) (113) (278)
July 1, 1997 to December 31,
1997; NRV of $62.12 (5,943) (1) (220) (149) (370)
Issuance of shares to vested
policyholders 9,406 1 (1) -
Initial issuance of shares to
policyholders upon vesting 4,013 253 253
Net income of Midwest Medical
Insurance Holding Company
includable in Class A Common
Stock redemption value 270 270
Net income of Midwest Medical
Insurance Holding Company
Services, Inc. includable in
Class A Common Stock redemption
value 2 2
Change in unrealized appreciation,
net of income tax 11 11
Other (15) (15)
-------------------------------------------------------------------------------
Balance at December 31, 1997 121,322 $1 $1 $4,358 $3,038 $79 $7,477
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
</TABLE>
35
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
3. INVESTMENTS
Components of net investment income are summarized as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
--------------------------------
<S> <C> <C> <C>
Fixed maturities $10,901 $11,561 $11,716
Equity securities 523 380 338
Short-term investments 939 904 923
------- ------- -------
12,363 12,845 12,977
Investment expenses (854) (784) (699)
------- ------- -------
$11,509 $12,061 $12,278
------- ------- -------
------- ------- -------
</TABLE>
The cost (amortized cost for fixed maturities) and fair value of available
for sale investments are as follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, 1997
--------------------------------------------
GROSS GROSS
UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
--------------------------------------------
<S> <C> <C> <C> <C>
Fixed maturities:
MMIHC:
United States Government $ 1,255 $ - $ - $ 1,255
Industrial and other 53 - - 53
MMIC:
United States Government 97,234 801 (36) 97,999
State and other political
subdivisions 32,991 383 - 33,374
Industrial and other 39,057 257 (20) 39,294
---------------------------------------------
Total $170,590 $ 1,441 $(56) $171,975
---------------------------------------------
---------------------------------------------
Equity securities $ 20,595 $29,164 $ - $ 49,759
---------------------------------------------
---------------------------------------------
</TABLE>
36
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31, 1996
--------------------------------------------
GROSS GROSS
UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
--------------------------------------------
<S> <C> <C> <C> <C>
Fixed maturities:
MMIHC:
Industrial and other $ 1,031 $ 4 $ (2) $ 1,033
MMIC:
United States Government 92,365 2,075 (797) 93,643
State and other political
subdivisions 57,968 1,885 (45) 59,808
Industrial and other 28,615 648 (186) 29,077
-------- ------- ------- --------
Total $179,979 $ 4,612 $(1,030) $183,561
-------- ------- ------- --------
-------- ------- ------- --------
Equity securities $ 20,237 $18,183 $ (419) $ 38,001
-------- ------- ------- --------
-------- ------- ------- --------
</TABLE>
The components of the unrealized appreciation on available for sale
securities as of December 31 are as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996
-------------- --------------
MMIHC MMIC MMIHC MMIC
-------------- --------------
<S> <C> <C> <C> <C>
Fixed maturities:
Gross unrealized gains $ - $ 1,441 $4 $ 4,608
Gross unrealized losses - (56) (2) (1,028)
Equity securities:
Gross unrealized gains - 29,164 - 18,183
Gross unrealized losses - - - (419)
-------------- --------------
- 30,549 2 21,344
Deferred income taxes - (10,691) - (7,470)
-------------- --------------
$ - $19,858 $2 $13,874
-------------- --------------
-------------- --------------
</TABLE>
In addition to the unrealized gains and losses per the above schedule, MMIHC
has unrealized gains on certain investments in mutual funds. The mutual fund
assets are classified as other assets in the consolidated balance sheet and
are held to coordinate with
37
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
the Supplemental Executive Retirement Plan obligation (Note 9). At December
31, 1997 and 1996, respectively, gross unrealized gains related to these
assets were $122,000 and $103,000. Deferred taxes related to these unrealized
gains were $43,000 and $37,000, respectively.
The amortized cost and market value of fixed maturities at December 31, 1997,
by contractual maturity, are shown below (in thousands). Expected maturities
will differ from contractual maturities because borrowers may have the right
to call or prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
AMORTIZED MARKET
COST VALUE
----------------------
<S> <C> <C>
Due in one year or less $ 9,757 $ 9,728
Due after one year through five years 53,456 53,686
Due after five years through ten years 22,990 23,168
Due after ten years 84,387 85,393
----------------------
$170,590 $171,975
----------------------
----------------------
</TABLE>
Proceeds from sales of available for sale investments and the related gross
realized gains and losses are as follows (in thousands):
<TABLE>
<CAPTION>
GROSS GROSS
PROCEEDS REALIZED REALIZED
FROM SALES GAINS LOSSES
-----------------------------------
<S> <C> <C> <C>
Year ended December 31, 1997:
Fixed maturities $310,235 $5,806 $(884)
Equity securities 7,850 2,109 (547)
Year ended December 31, 1996:
Fixed maturities 46,735 803 (214)
Equity securities 7,558 1,347 (165)
Year ended December 31, 1995:
Fixed maturities 43,387 1,012 (254)
Equity securities 9,158 1,356 (468)
</TABLE>
38
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
Net unrealized appreciation of fixed maturities (decreased) increased by
$(2,197,000), $(4,691,000) and $12,000 and net unrealized appreciation of
equity securities increased by $11,400,000, $7,123,000 and $6,078,000 for the
years ended December 31, 1997, 1996 and 1995, respectively.
4. RETROSPECTIVE PREMIUMS
The components of retrospective premiums at December 31 are as follows (in
thousands):
<TABLE>
<CAPTION>
1997 1996
---------------------
<S> <C> <C>
Retrospective premium credits declared:
Minnesota policyholders $5,000 $4,603
Iowa policyholders active at date of merger
and renewing in 1998 and 1997 3,100 2,500
Favorable development on pre-merger IPMIT
liabilities not yet approved for credit 1,805 3,735
---------------------
$9,905 $10,838
---------------------
---------------------
</TABLE>
A provision of the agreement and plan of merger between IPMIT and the Company
requires that any favorable development of certain pre-merger liabilities of
IPMIT be paid to the former IPMIT policyholders who remain active MMIC
insureds as of the date of payment through a retrospective premium credit.
The agreement further stipulates that any amounts due under this provision
must be settled no later than December 31, 1998. Actual payments of
$2,501,000 and $2,330,000 were made to former IPMIT policyholders in 1997 and
1996, respectively. Actual retrospective premium credits applied to Minnesota
policyholder accounts in 1997 and 1996 were $4,803,000 and $5,198,000,
respectively.
A provision of the agreement and plan of merger between MLM and the Company
requires that any favorable development of certain pre-merger liabilities of
MLM be paid to the former MLM policyholders who remain active MMIC insureds
as of the date of payment through a retrospective premium credit. The
agreement further stipulates that
39
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
4. RETROSPECTIVE PREMIUMS (CONTINUED)
any amounts due under this provision must be settled no later than June 5,
2001. As of December 31, 1997, there has been no favorable development and
therefore there is no accrual related to this provision.
5. UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES
The reconciliation of the liability for unpaid losses and loss adjustment
expenses is as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
-------------------------------
<S> <C> <C> <C>
Balance as of January 1, net of reinsurance
recoverables $ 90,342 $ 96,424 $ 88,227
Incurred related to:
Current year 40,186 41,101 39,847
Prior years (8,352) (8,844) (2,287)
-------------------------------
Total incurred 31,834 32,257 37,560
Paid related to:
Current year 2,685 4,885 2,484
Prior years 30,097 33,454 26,879
-------------------------------
Total paid 32,782 38,339 29,363
-------------------------------
Balance as of December 31, net of reinsurance
recoverables 89,394 90,342 96,424
Reinsurance recoverables at December 31 18,412 19,695 23,840
-------------------------------
Balance as of December 31, gross $107,806 $110,037 $120,264
-------------------------------
-------------------------------
</TABLE>
The Company continually evaluates emerging trends in the development of loss
liabilities including the trends related to the pre-merger IPMIT and MLM
business. Based on this analysis, management periodically adjusts their
estimates of ultimate losses. See Note 4 regarding retrospective premium
credits paid and accrued.
40
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
6. INCOME TAXES
Components of income taxes are as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
----------------------------
<S> <C> <C> <C>
Current provision (benefit) $2,969 $1,160 $(2,193)
Deferred tax provision 1,494 298 482
----------------------------
$4,463 $1,458 $(1,711)
----------------------------
----------------------------
</TABLE>
The Company's income taxes differ from the federal statutory rate applied to
income before tax as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
----------------------------
<S> <C> <C> <C>
Income before tax at the federal statutory
rate of 35% $4,817 $ 3,129 $ 5
Tax-exempt income (net of proration adjustment) (864) (1,452) (1,090)
State income taxes, net of federal tax benefit 198 50 (42)
Payment of prior year taxes 300 - -
Proceeds on life insurance - (368) -
Benefit for prior year income taxes - - (660)
Other 12 99 76
----------------------------
$4,463 $ 1,458 $(1,711)
----------------------------
----------------------------
</TABLE>
The deferred income tax (benefit) provision includes the following
differences between financial and income tax reporting (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
----------------------------
<S> <C> <C> <C>
Discounting of post-1986 unpaid losses and
loss adjustment expenses $ 323 $1,190 $232
Liabilities not currently deductible 636 (274) 481
Unearned premiums 57 6 22
Utilization of alternative minimum tax
carryforwards 496 - -
Alternative minimum tax carryforwards - (496) -
Other (18) (128) (253)
----------------------------
$1,494 $ 298 $482
----------------------------
----------------------------
</TABLE>
41
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
6. INCOME TAXES (CONTINUED)
The Company made income tax payments of $1,518,000, $3,260,000 and $832,000
in 1997, 1996 and 1995, respectively.
The components of the net deferred income tax (liability) asset as of
December 31 are as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996
--------------------
<S> <C> <C>
Deferred tax assets:
Unpaid losses and loss adjustment expenses $ 4,996 $5,319
Liabilities not currently deductible 1,675 2,311
Unearned premiums 477 534
Alternative minimum tax credit - 496
Other 552 510
--------------------
7,700 9,170
Deferred tax liabilities:
Unrealized gains (10,734) (7,507)
Other (558) (533)
--------------------
(11,292) (8,040)
--------------------
$ (3,592) $1,130
--------------------
--------------------
</TABLE>
Management has determined that no valuation allowances were necessary for
unrealizable portions of deferred tax assets. This was supported primarily
through the presence of taxable income in carryback years and reversals of
existing temporary differences which provide taxable income in future years.
A portion of the deferred tax assets was supported through reliance on
available tax planning strategies which could be implemented at no cost.
7. REINSURANCE
To reduce overall risk, including exposure to large losses, the Company
participates in various reinsurance programs. MMIC would only become liable
for losses in excess of stipulated amounts in the event that any reinsuring
company were unable to meet its obligations under the existing agreement.
Management is not aware of any such default at
42
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
7. REINSURANCE (CONTINUED)
December 31, 1997. Reinsurance recoverables on paid and unpaid losses of
$16,141,000 and $17,485,000 are associated with a single reinsurer at
December 31, 1997 and 1996, respectively.
MMIC is authorized to issue policies with limits not to exceed $5,000,000 for
each claim and $5,000,000 in the aggregate under each policy in any one
policy year. Limits in excess of $5,000,000 for each claim and $5,000,000
annual aggregate are available to physicians and clinics through reinsurance
placed on a facultative basis by MMIC. The Company generally retains the
first $750,000 of each claim and reinsures the remainder through a treaty
under which premiums are subject to adjustment based on experience.
Total ceded reinsurance premiums, before the effects of treaty commutations,
for the years ended December 31, 1997, 1996 and 1995 were $3,329,000,
$6,416,000 and $7,544,000, respectively. Loss and loss adjustment expenses
incurred are net of applicable reinsurance of $2,455,000, $2,459,000 and
$7,873,000 for the years ended December 31, 1997, 1996 and 1995, respectively.
In 1996, the Company commuted reinsurance treaties covering the period
January 1, 1989 through December 31, 1990. Net premiums recovered as a result
of these commutations of $2,194,000 have been included in net premiums earned
in 1996.
8. OTHER COMMITMENTS
In the normal course of claim settlement, MMIC negotiates structured
settlements including the purchase of annuities from life insurance companies
with an A+ rating from A.M. Best (an industry rating organization) at the
date of issue and a minimum of $100 million in surplus. These annuities
guarantee a stream of payments to the claimant holding the annuity. The
majority of these settlements have been assigned to the life insurance
company which releases MMIC from any future contractual liability to the
claimant. MMIC and its reinsurers could only become liable for ultimate
settlement of those claims which have not been assigned. At December 31, 1997
and 1996, respectively, non-assigned structured settlements guaranteed
$12,299,000 and $5,926,000 of payments under annuity contracts for which MMIC
and its reinsurers paid $4,726,000
43
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
8. OTHER COMMITMENTS (CONTINUED)
and $3,208,000. In the event that the insurance company issuing the annuity
was unable to meet its obligation under the terms provided, MMIC would be
liable for the ultimate settlement.
9. BENEFIT PLANS
The Company has a non-contributory defined contribution pension plan covering
substantially all employees. Contributions to the plan are based upon each
covered employee's salary. The Company also sponsors a 401(k) plan covering
substantially all employees and provides a fifty percent match on employee
contributions subject to certain limitations. Total contributions charged to
expense for the years ended December 31, 1997, 1996 and 1995 were $393,000,
$371,000 and $294,000, respectively.
The Company provides an unfunded Supplemental Executive Retirement Plan
(SERP) which is a non-qualified, defined benefit retirement plan covering
certain Company officers. Benefits are based upon years of service and
compensation. Although the plan is technically unfunded, the Company has
purchased life insurance contracts for each officer, the cash value of which
is designed to coordinate with the projected benefit payments under the SERP.
The cash value of these contracts is included in other assets. The net
periodic pension cost for this plan was $363,000, $323,000 and $292,000 for
the years ended December 31, 1997, 1996 and 1995, respectively. The liability
recognized in the consolidated balance sheets at December 31, 1997 and 1996
related to this plan was $2,192,000 and $1,909,000, respectively.
The Company also provides medical benefits to retirees through a defined
benefit post-retirement plan which covers substantially all employees. The
net periodic post-retirement benefit cost for the years ended December 31,
1997, 1996 and 1995 was $27,000, $30,000 and $25,000, respectively. As of
December 31, 1997 and 1996, the net post-retirement benefit plan asset
(liability) recognized in the consolidated balance sheets was $4,000 and
$12,000, respectively. The plan is funded through contributions to mutual
funds.
44
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
10. RECONCILIATION WITH STATUTORY ACCOUNTING PRINCIPLES
The following is a reconciliation of net income and shareholders' equity
under generally accepted accounting principles with that reported for MMIC on
a statutory basis (in thousands):
Net Income
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1997 1996 1995
----------------------------
<S> <C> <C> <C>
As reported under generally accepted
accounting principles $ 9,300 $ 7,481 $1,725
MMIHC (income) loss (270) (1,070) 387
MMIHC Services, Inc. (income) (2) - -
----------------------------
On the basis of generally accepted
accounting principles, MMIC only 9,028 6,411 2,112
Additions (deductions):
Deferred income taxes 1,525 445 442
Other - 123 (215)
----------------------------
On the basis of statutory accounting
principles $10,553 $ 6,979 $2,339
----------------------------
----------------------------
</TABLE>
Shareholders' Equity
<TABLE>
<CAPTION>
DECEMBER 31
1997 1996 1995
----------------------------
<S> <C> <C> <C>
As reported under generally accepted
accounting principles $126,290 $111,278 $103,292
Additions (deductions):
Deferred income taxes 4,158 (590) (2,015)
Unrealized (gain) loss on fixed maturities (1,385) (3,580) (8,269)
Pro forma equity distributed to MMIHC
in connection with pooling - - 327
Other (3) (41) (14)
----------------------------
On the basis of statutory accounting principles $129,060 $107,067 $ 93,321
----------------------------
----------------------------
</TABLE>
45
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
10. RECONCILIATION WITH STATUTORY ACCOUNTING PRINCIPLES (CONTINUED)
The equity of MMIHC, exclusive of the carrying value of its investment in
MMIC, is subject to redemption and therefore reported outside of
shareholders' equity under the caption redeemable stock. As a result,
consolidated other shareholders' equity as reported on the balance sheets
represents equity of MMIC only under generally accepted accounting principles.
Under Minnesota insurance statutes, MMIC is required to maintain statutory
surplus in excess of ten times its per occurrence reinsurance retention
limit. The minimum level is $7,500,000 for 1997 and 1996.
11. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings
per share (in thousands, except for share and per share amounts):
<TABLE>
<CAPTION>
1997 1996 1995
---------------------------
<S> <C> <C> <C>
Numerator for basic and dilutive earnings
per share available to common shareholders $9,300 $7,481 $1,725
---------------------------
---------------------------
Denominator:
Denominator for basic earnings per
share--weighted average shares 119,554 116,071 114,386
Effect of dilutive securities:
Unvested shares 12,873 12,188 11,150
---------------------------
Denominator for dilutive earnings per
share--adjusted weighted-average shares
and assumed conversions 132,427 128,259 125,536
---------------------------
---------------------------
Basic earnings per share $77.79 $64.45 $15.08
---------------------------
---------------------------
Diluted earnings per share $70.23 $58.33 $13.74
---------------------------
---------------------------
</TABLE>
46
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. NET REDEMPTION VALUE
The net redemption value per share of the Class A common shares was as
follows:
<TABLE>
<CAPTION>
CLASS A NET REDEMPTION
MMIHC COMMON SHARES VALUE PER
NET EQUITY OUTSTANDING SHARE
---------------------------------------------------
(000S)
<S> <C> <C> <C>
December 31, 1993 $7,605 115,230* $66.00
---------- ----------
---------- ----------
December 31, 1994 $7,712 116,855* $66.00
---------- ----------
---------- ----------
December 31, 1995 $6,975 116,251* $60.00
---------- ----------
---------- ----------
December 31, 1996 $7,604 118,209 $64.33
---------- ----------
---------- ----------
December 31, 1997 $7,477 121,322 $61.63
---------- ----------
---------- ----------
</TABLE>
* Includes pro forma shares related to merger.
47
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
48
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
The names and ages of the directors of MMIHC and MMIC, the year each first
became a director, and the number of Class A Common Shares owned by each as
of December 31, 1997, are as follows:
<TABLE>
<CAPTION>
CLASS A
COMMON
DIRECTOR PRINCIPAL SHARES
NAME AGE SINCE OCCUPATION OWNED
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Michael Abrams 36 1996 Exec V.P. Iowa Medical Society -
John R. Balfanz, M.D. 52 1995 Physician 14
Gail P. Bender 50 1996 Physician 22
James R. Bishop, M.D. 56 1994 Physician -
David P. Bounk 51 1995 President and CEO -
E. Duane Engstrom, M.D.
Secretary 66 1986 Family Physician 34
Roger L. Frerichs, M.D. 58 1988 Surgeon 84
Richard Geier, Jr., M.D. 57 1995 Physician 20
Anthony C. Jaspers, M.D. 50 1996 Physician 49
Russel J. Kuzel, M.D. 45 1997 Physician 24
Wayne F. Leebaw, M.D. 54 1994 Physician 23
Steven A. McCue, M.D. 56 1995 Physician 120
William J. McMillan, Jr. M.D. 50 1997 Physician 66
Harold W. Miller, M.D. 50 1996 Physician 26
Anton S. Nesse, M.D. 59 1989 Radiologist 53
Mark D. Odlund, M.D. 45 1996 Physician 81
G. William Orr, M.D. 62 1996 Physician 52
Norman Rinderknecht, M.D. 63 1993 Physician 93
Paul S. Sanders, M.D. 53 1984 CEO-MN Medical Assoc. -
Richard D. Schmidt, M.D. 54 1990 Physician 145
Andrew J. K. Smith, M.D.
Chairman of Board 55 1990 Neurological Surgeon 192
G. David Spoelhof, M.D. 44 1989 Physician 46
Tom D. Throckmorton, M.D. 52 1997 Physician 68
R. Bruce Trimble, M.D.
Vice Chair of Board 57 1993 Physician 22
</TABLE>
The Bylaws of MMIHC provide that MMIHC's Board of Directors shall include the
following: (1) up to 20 physicians divided into three classes and elected for
staggered three-year terms; (2) for as long as the Class B Common Share is
outstanding, the Chief Executive Officer of the MMA and the Executive Vice
President of the IMS, both of
49
<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(CONTINUED)
whom shall be ex-officio directors; (3) the President of MMIHC as an
ex-officio director; and (4) such additional ex-officio and advisory members
as the Board of Directors may determine. At least two-thirds of the voting
members of the Board of Directors must be physician directors. All physician
directors must be members of a state medical association and insured by MMIC.
The MMA, which has the exclusive right to elect directors, has agreed to
elect the directors nominated by a committee of the Board of Directors.
The Bylaws of MMIC provide that the directors of MMIHC shall also serve as
the directors of MMIC, with the exception of any outside directors of MMIHC.
Outside directors are persons who are not policyholders of MMIC or members of
any state medical society. There are currently no outside directors of MMIHC
so the Boards of MMIHC and MMIC are identical at this time.
Pursuant to the merger with IPMIT, the Bylaws of MMIHC were amended to
provide for the election of directors who are members of the IMS in a number,
when compared to the total number of directors, which is proportionate to the
number of Iowa insureds compared to the total number of MMIC insureds,
subject to a minimum of two Iowa directors, one of whom shall be the
Executive Vice President of the IMS, for as long as the Class B Common Share
is outstanding. The MMA has placed the Class B Voting Share in a voting trust
which requires the trustee to vote the share for the election of the Iowa
directors nominated by the IMS.
Directors serve until their successors are elected and qualified, or until
their prior resignation, removal, death or disqualification.
As of December 31, 1997, the directors of MMIHC, as a group, owned 1,234
Class A Common Shares or 1.0 percent of the total Class A Common Shares
outstanding as of such date. No executive officer owned any Class A Common
Shares as of such date.
All of the directors have been principally engaged in the practice of
medicine for more than five years, except for Dr. Sanders who has been the
Executive Vice President of the MMA since 1990, Michael Abrams who has been
the Executive Vice President of the Iowa Medical Society beginning in 1996
and David P. Bounk who has been the President and CEO of MMIHC since 1991.
Prior to 1990, Dr. Sanders was principally engaged in the practice of
medicine. Prior to 1996 Michael Abrams was Director, Government Relations of
the Indiana Medical Association for nine years.
The Chairman of the Board of Directors (currently Dr. Smith) is paid an
annual fee of $31,500. All members of the Board of Directors currently are
paid $750 for each meeting of the Board of Directors they attend. In
addition, members of the Executive Committee currently are paid $750 for each
meeting of the Executive Committee they attend, and
50
<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(CONTINUED)
committee chairmen are paid $600 for each meeting of the standing committee
they chair. Other members of standing committees currently are paid between
$300 and $500, depending upon distance traveled, for each committee meeting
they attend.
EXECUTIVE OFFICERS
The names, ages and positions of the executive officers of MMIHC and MMIC are
as follows:
<TABLE>
<CAPTION>
PERIOD OF
POSITION SERVICE AS PRINCIPAL
NAME AGE WITH COMPANY AN OFFICER OCCUPATION
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
David P. Bounk 51 President and 8/1/90 to date President and
Chief Executive Chief Executive
Officer Officer
Merlin R. Bretzman 63 Vice President- 1986 to date Vice President-
Finance and Treasurer Finance and Treasurer
Jack L. Kleven 51 Vice President-Claims 1986 to date Vice President-
Claims
Elizabeth S. Lincoln 44 Vice President- 1990 to date Vice President-
Risk Management Risk Management
Michael Rutz 44 Vice President- 5/15/95 to date Vice President
Underwriting -Underwriting
</TABLE>
Mr. Bounk has over 29 years experience in the insurance industry and joined
MMIHC and MMIC as President and Chief Executive Officer in August 1990. From
July 1982 through July 1990, he was Executive Vice President and Chief
Operating Officer of Missouri Medical Insurance Company, a corporation
providing malpractice insurance to physicians in Missouri. Mr. Bounk has an
MBA degree in finance.
Mr. Bounk has an employment agreement which renews annually for successive
calendar-year terms unless it is terminated by either party at least 60 days
prior to any renewal date. The agreement provides that Mr. Bounk's base
salary will be adjusted annually by the Executive Committee. If the agreement
is terminated by MMIHC for cause or by Mr. Bounk voluntarily, he is entitled
to receive his base salary for 30 days thereafter. If the agreement is
terminated by MMIHC without cause, Mr. Bounk is entitled to receive his base
salary for six months thereafter, plus one additional month for each year of
service, subject to a maximum of 12 additional months, and then only until he
51
<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(CONTINUED)
commences new employment or self-employment. The agreement also prohibits Mr.
Bounk from competing with MMIHC for one year following his termination of
employment.
Effective January 1, 1997, the Company entered into termination agreements
with the executive officers. These agreements provide a severance package to
these executives in the event of termination of employment without cause.
Mr. Bretzman has over 40 years experience in the insurance industry,
including 23 years with Blue Cross/Blue Shield of Minnesota prior to joining
the Exchange (MMIC's predecessor) in 1983. He has been in his current
position since March 1986. He has a BA degree in accounting.
Mr. Kleven has over 25 years experience in medical malpractice claims
adjusting and management. He joined the Exchange in 1983, and has held his
current position since March 1986. Prior to joining the Exchange, he was a
liability manager at The St. Paul Companies for six years. He has a BS degree
in business.
Ms. Lincoln has over 15 years experience in medical professional liability
risk management. She joined the Exchange in 1982, and has held her current
position since January 1990. She has a law degree.
Mr. Rutz has over 19 years experience in the insurance industry, including 10
years in medical malpractice. From June 1986 through April 1994, he was
Senior Regional Underwriting Manager with St. Paul Fire and Marine Insurance
Company. From May 1994 through April 1995, he was Vice President with
Alexander and Alexander, insurance brokers. He joined the Company in May 1995
as Vice President-Underwriting. He has a BS degree in resource management.
Officers serve until their successors are appointed by the Board of
Directors, or until their prior resignation, removal or death.
BENEFICIAL OWNERSHIP REPORTING
Section 16 of the Securities Exchange Act of 1934 requires officers and
directors of reporting companies to file reports disclosing ownership of, and
transactions in, securities of the Company. During 1997, required forms were
not filed for the new directors. This failure was cured by filings made after
the end of the year.
52
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes compensation paid by MMIHC to its five most
highly compensated executive officers for services rendered in all capacities
during the last three years.
<TABLE>
<CAPTION>
CASH COMPENSATION
NAME OF INDIVIDUAL CAPACITIES IN ----------------- ALL OTHER
OR NUMBER IN GROUP WHICH SERVED SALARY BONUS COMPENSATION(a)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
David P. Bounk President and Chief 1997 $187,088 $56,126 $20,963
Executive Officer 1996 170,080 51,024 17,687
1995 162,760 47,200 22,620
Merlin R. Bretzman Vice President-Finance 1997 150,500 45,168 19,264
and Treasurer 1996 133,240 39,972 18,478
1995 127,500 36,975 19,899
Jack L. Kleven Vice President-Claims 1997 145,840 43,752 17,193
1996 132,420 39,796 17,384
1995 126,720 36,749 18,512
Elizabeth S. Lincoln Vice President-Risk 1997 102,871 30,861 13,286
Management 1996 97,020 29,106 14,319
1995 88,690 25,720 13,677
Michael G. Rutz Vice President- 1997 114,110 34,233 14,113
Underwriting 1996 108,680 32,604 14,980
1995 65,000 7,250 8,658
</TABLE>
(a) Includes employer contributions to qualified retirement plans and the term
and cash surrender value of supplemental life insurance premiums.
MMIHC also maintains a Supplemental Executive Retirement Plan ("SERP") which
provides an annual retirement benefit for an executive officer who retires at
age 65 with 10 years of service of 70% of the officer's final average salary.
Benefits are reduced for years of service less than 10 and retirement prior
to age 65. The annual benefit payable under the SERP is reduced by 50% of the
officer's primary Social Security benefit and by the annual benefit
(expressed in the form of an annuity) of the officer's accrued benefits under
MMIHC's current money purchase pension plan and a predecessor plan. The
estimated annual benefits payable upon retirement at normal retirement age
for the executive officers in the Summary Compensation table are as follows:
Mr. Bounk--$149,800; Mr. Bretzman--$90,900; Mr. Kleven--$101,100; Ms.
Lincoln--$58,700; and
53
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION (CONTINUED)
Mr. Rutz--$92,600. The estimated annual retirement benefits were calculated
assuming salary increases of six percent per year, discounted four percent
per year for future inflation to express the estimated benefits in today's
dollars.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The response to this item is contained in Item 10.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
54
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a)(1) The following consolidated financial statements of Midwest Medical
Insurance Holding Company, Inc. for the year ended December 31, 1996
are included in this annual report (Form 10-K) in Item 8:
Report of Independent Auditors
Consolidated Balance Sheets as of December 31, 1997 and 1996
Consolidated Statements of Income for the years ended December 31,
1997, 1996 and 1995
Consolidated Statements of Changes in Other Shareholders' Equity
for the years ended December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows for the years ended December
31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
(a)(2) The following consolidated financial statement schedules of Midwest
Medical Insurance Holding Company, Inc. required by Item 14(d) are
included in a separate section of this report:
II Condensed Financial Information of Registrant
IV Reinsurance
VI Supplemental Information Concerning Property/Casualty Insurance
Operations
All other schedules to the consolidated financial statements required by
Article 7 of Regulation S-X are not required under the related
instructions or are inapplicable and therefore have been omitted.
(a)(3) LISTING OF EXHIBITS
The Exhibits required to be a part of this report are listed in the
Index to Exhibits which follows the Financial Statement Schedules.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the fourth quarter of 1997.
55
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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)
By: /s/ David P. Bounk March 20, 1998
--------------------------- ------------------
David P. Bounk Date
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ David P. Bounk Principal Executive Officer March 20, 1998
- ---------------------------
David P. Bounk
/s/ Merlin R. Bretzman Principal Financial Officer and March 20, 1998
- --------------------------- Principal Accounting Officer
Merlin R. Bretzman
* Director, Chairman of the Board March 20, 1998
- ---------------------------
Andrew J.K. Smith, M.D.
* Director March 20, 1998
- ---------------------------
Michael Abrams, M.D.
* Director March 20, 1998
- ---------------------------
John R. Balfanz, M.D.
* Director March 20, 1998
- ---------------------------
Gail P. Bender, M.D.
56
<PAGE>
* Director March 20, 1998
- ---------------------------
James R. Bishop, M.D.
* Director, Secretary March 20, 1998
- ---------------------------
E. Duane Engstrom, M.D.
* Director March 20, 1998
- ---------------------------
Roger L. Frerichs, M.D.
* Director March 20, 1998
- ---------------------------
Richard Geier, Jr., M.D.
* Director March 20, 1998
- ---------------------------
Anthony C. Jaspers, M.D.
Director March 20, 1998
- ---------------------------
Russel J. Kuzel, M.D.
* Director March 20, 1998
- ---------------------------
Wayne F. Leebaw, M.D.
* Director March 20, 1998
- ---------------------------
Steven A. McCue, M.D.
* Director March 20, 1998
- ---------------------------
William J. McMillan, Jr. M.D.
* Director March 20, 1998
- ---------------------------
Harold W. Miller, M.D.
Director March 20, 1998
- ---------------------------
Anton S. Nesse, M.D.
57
<PAGE>
Director March 20, 1998
- ---------------------------
Mark D. Odlund, M.D.
Director March 20, 1998
- ---------------------------
G. William Orr, M.D.
* Director March 20, 1998
- ---------------------------
Norman Rinderknecht, M.D.
* Director March 20, 1998
- ---------------------------
Paul S. Sanders, M.D.
* Director March 20, 1998
- ---------------------------
Richard D. Schmidt, M.D.
* Director March 20, 1998
- ---------------------------
Mark B. Siegel, M.D.
* Director March 20, 1998
- ---------------------------
G. David Spoelhof, M.D.
* Director March 20, 1998
- ---------------------------
Tom D. Throckmorton, M.D.
* Director, Vice Chairman March 20, 1998
- ---------------------------
R. Bruce Trimble, M.D.
58
<PAGE>
* By: /s/ David P Bounk March 20, 1998
- --------------------------------------
David P. Bounk pursuant to
power of attorney
* David P. Bounk, on his own behalf and pursuant to Powers of Attorney, dated
prior to the date hereof, attested by the officers and directors listed above
and filed with the Securities and Exchange Commission, by signing his name
hereto does hereby sign and execute this Report of Midwest Medical Insurance
Holding Company on behalf of each of the officers and directors named above,
in the capacities in which the name of each appears above. The above persons
signing as directors constitute a majority of the directors.
59
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
(Parent Company)
Schedule II--Condensed Financial Information of Registrant
Balance Sheets
<TABLE>
<CAPTION>
DECEMBER 31
1997 1996
-----------------------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Fixed maturities $ 1,308 $ 1,032
Short-term investments 2,730 4,183
Investment in subsidiary 126,290 111,278
Accrued investment income 40 45
Dividend receivable - -
Other 6,881 5,399
-----------------------
Total assets $137,249 $121,937
-----------------------
-----------------------
LIABILITIES, REDEEMABLE STOCK AND
OTHER SHAREHOLDERS' EQUITY
LIABILITIES
Accounts payable $ 111 $ 22
Accrued expenses and other liabilities 3,371 3,033
-----------------------
3,482 3,055
REDEEMABLE STOCK
Class A Common Stock 7,476 7,603
Class B Common Stock 1 1
-----------------------
7,477 7,604
OTHER SHAREHOLDERS' EQUITY
Additional paid-in capital 12,789 12,789
Retained earnings, comprised of undistributed
earnings of subsidiary 93,643 84,615
Unrealized appreciation on investments,
net of income taxes 19,858 13,874
-----------------------
126,290 111,278
-----------------------
$137,249 $121,937
-----------------------
-----------------------
</TABLE>
SEE ACCOMPANYING NOTE.
60
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
(Parent Company)
Schedule II--Condensed Financial Information of Registrant (continued)
Statements of Income
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1997 1996 1995
---------------------------
(IN THOUSANDS)
<S> <C> <C> <C>
REVENUES
Management fee from subsidiary $9,901 $8,706 $5,405
Investment income 64 726 704
Other income (loss) 2 4 17
---------------------------
9,967 9,436 6,126
EXPENSES
Operating and administrative 9,535 8,357 6,783
---------------------------
Income (loss) before income taxes and
other items 432 1,079 (657)
Income tax expense (benefit) 162 9 (270)
---------------------------
Income (loss) before equity in
undistributed income of subsidiary 270 1,070 (387)
Equity in undistributed income of subsidiary 9,030 6,411 2,112
---------------------------
Net income $9,300 $7,481 $1,725
---------------------------
---------------------------
</TABLE>
SEE ACCOMPANYING NOTE.
61
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
(Parent Company)
Schedule II--Condensed Financial Information of Registrant (continued)
Statements of Cash Flows
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1997 1996 1995
----------------------------
(IN THOUSANDS)
<S> <C> <C> <C>
Net cash (used in) provided by
operating activities $ (527) $ (877) $1,184
INVESTING ACTIVITIES
Purchase of fixed maturities (38,979) (20,469) (670)
Sales of fixed maturities 38,701 20,289 1,833
Calls and maturities of fixed maturities - - 240
Sales (purchases) of short-term
investments, net 1,453 1,338 (1,758)
FINANCING ACTIVITIES
Redemption of Class A Common Stock (648) (608) (829)
Dividend from MMIC in connection with merger - 327 -
----------------------------
Increase in cash - - -
Cash at beginning of year - - -
----------------------------
Cash at end of year $ - $ - $ -
----------------------------
----------------------------
</TABLE>
SEE ACCOMPANYING NOTE.
62
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
(Parent Company)
Schedule II--Condensed Financial Information of Registrant (continued)
Note to Condensed Financial Statements
December 31, 1996
The accompanying condensed financial statements should be read in conjunction
with the consolidated financial statements and notes thereto of Midwest
Medical Insurance Holding Company and Subsidiaries.
See Note 2 to the consolidated financial statements of Midwest Medical Insurance
Holding Company and Subsidiaries for a description of the redeemable stock.
63
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Schedule IV--Reinsurance
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E COL. F
- ---------------------------------------------------------------------------------------------------------
PERCENTAGE
CEDED TO ASSUMED OF AMOUNT
GROSS OTHER FROM OTHER NET ASSUMED TO
AMOUNT COMPANIES COMPANIES AMOUNT NET
- ---------------------------------------------------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1997:
Insurance premiums:
Property/casualty insurance $37,390 $3,595 - $33,795 N/A
Year ended December 31, 1996:
Insurance premiums:
Property/casualty insurance 34,875 2,829 - 32,046 N/A
Year ended December 31, 1995:
Insurance premiums:
Property/casualty insurance 37,342 7,544 - 29,798 N/A
</TABLE>
NOTE TO SCHEDULE IV:
Ceded premiums for the years ended December 31, 1997, 1996 and 1995 are net
of reductions (additions) in ceded premiums related to swing rated
reinsurance treaties of $(3,688,000), $748,000 and $(260,000), respectively.
Ceded premiums in 1996 are also net of proceeds from commutations of
reinsurance covering the period January 1, 1987 through December 31, 1990 of
$2,194,000.
64
<PAGE>
Midwest Medical Insurance Holding Company and Subsidiaries
Schedule VI--Supplemental Information Concerning
Property/Casualty Insurance Operations
<TABLE>
<CAPTION>
DECEMBER 31
----------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- -----------------------------------------------------------------------------------
RESERVES FOR
DEFERRED UNPAID LOSSES DISCOUNT,
AFFILIATION POLICY AND LOSS IF ANY,
WITH ACQUISITION ADJUSTMENT DEDUCTED IN UNEARNED
REGISTRANT COSTS EXPENSES COLUMN C PREMIUMS
- -----------------------------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Consolidated property/
casualty entities
1997 N/A $107,806 N/A $6,072
1996 N/A 110,037 N/A 6,860
1995 N/A 120,264 N/A 7,033
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
-----------------------------------------------------------------------------------------------------
COL. A COL. F COL. G COL. H COL. I COL. J COL. K
- --------------------------------------------------------------------------------------------------------------------------------
LOSSES AND LOSS
ADJUSTMENT EXPENSES
INCURRED RELATED TO AMORTIZATION PAID
------------------- OF DEFERRED LOSSES
AFFILIATION NET (1) (2) POLICY AND LOSS
WITH EARNED INVESTMENT CURRENT PRIOR ACQUISITION ADJUSTMENT PREMIUMS
REGISTRANT PREMIUMS INCOME YEAR YEAR COSTS EXPENSES WRITTEN
- --------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Consolidated property/
casualty entities
1997 $33,795 $11,509 $40,186 $(8,352) N/A $32,782 $36,601
1996 32,046 12,061 41,101 (8,844) N/A 38,339 32,036
1995 29,798 12,278 39,847 (2,287) N/A 29,363 35,519
</TABLE>
65
<PAGE>
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(3) AND 14(c)
EXHIBITS
Midwest Medical Insurance Holding Company
Index to Exhibits
<TABLE>
<CAPTION>
REGULATION
S-K
EXHIBIT TABLE SEQUENTIAL
ITEM REFERENCE PAGE NO.
- -------------------------------------------------------------------------------------------
<S> <C> <C>
Restated Articles of Incorporation of the registrant
(Form S-4, Exhibit 3C). 3A.(1)
Bylaws of the registrant (Form S-4, Exhibit 3D). 3B.(1)
Voting Trust Agreement. 9.(1)
Governance Agreement between the registrant and the
Minnesota Medical Association, holder of the registrant's
Class B Common Share, dated November 30, 1988. 10A.(1)
Lease for office space between the registrant and Lexington
Property Fund, L.P. Limited Partnership, dated March 26, 1991. 10B.(1)
Management Agreement between the registrant and
Midwest Medical Insurance Company, dated
November 30, 1988, as amended January 1, 1990,
January 1, 1991, and January 1, 1996. 10C.(4)
Agency Agreement with Vaaler Insurance, Inc. pursuant
to which Vaaler acts as agent of the registrant in
North Dakota, dated April 21, 1989. 10D.(1)
Agreement of Reinsurance between Midwest Medical
Insurance Company and General Reinsurance
Corporation, dated March 3, 1992. 10F.(1)
Letter of Employment Agreement between the registrant
and David P. Bounk, President and Chief Executive
Officer of the registrant and Midwest Medical Insurance
Company, dated January 1, 1993. 10G.(2)
</TABLE>
66
<PAGE>
Index to Exhibits (continued)
<TABLE>
<CAPTION>
REGULATION
S-K
EXHIBIT TABLE SEQUENTIAL
ITEM REFERENCE PAGE NO.
- -------------------------------------------------------------------------------------------
<S> <C> <C>
Executive Bonus Plan of the registrant. 10H.(1)
Supplemental Executive Retirement Plan of the registrant. 10I.(1)
Reinsurance Agreement pursuant to which commutation for
the period October 1, 1986 to December 31, 1987 occurred. 10J.(1)
Financial (catastrophic) reinsurance agreement in effect
during 1990 and 1991 policy periods. 10K.(1)
Plan and Agreement of Merger, without exhibits. 10L.(1)
Agency Agreement with IMS Services pursuant to which
IMS Services acts as agent of the registrant in Iowa,
dated July 1, 1993 10M.(3)
Subsidiaries of the registrant. 22.(1)
Powers of Attorney. 24.(5)
</TABLE>
- ---------------------------
(1) Filed with the Company's Registration Statement on Form S-4, as amended,
SEC File No. 33-55062 and incorporated herein by reference.
(2) Filed with the Company's Registration Statement Form S-1 SEC File No.
33-70182 and incorporated herein by reference.
(3) Filed with 1993 Annual Report on Form 10-K.
(4) Filed with 1996 Annual Report on Form 10-K.
(5) Filed with this Annual Report on Form 10-K.
67
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 7
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-01-1997 JAN-01-1996
<PERIOD-END> DEC-31-1997 DEC-31-1996
<DEBT-HELD-FOR-SALE> 171,975 183,561
<DEBT-CARRYING-VALUE> 0 0
<DEBT-MARKET-VALUE> 0 0
<EQUITIES> 59,759 38,001
<MORTGAGE> 0 0
<REAL-ESTATE> 0 0
<TOTAL-INVEST> 231,734 221,562
<CASH> 16,287 7,878
<RECOVER-REINSURE> 706 2,479
<DEFERRED-ACQUISITION> 0 0
<TOTAL-ASSETS> 275,515 261,993
<POLICY-LOSSES> 107,806 110,037
<UNEARNED-PREMIUMS> 6,072 6,860
<POLICY-OTHER> 0 0
<POLICY-HOLDER-FUNDS> 0 0
<NOTES-PAYABLE> 0 0
0 0
0 0
<COMMON> 7,477 7,604
<OTHER-SE> 126,290 111,278
<TOTAL-LIABILITY-AND-EQUITY> 275,515 261,993
33,795 32,046
<INVESTMENT-INCOME> 11,509 12,061
<INVESTMENT-GAINS> 6,484 1,771
<OTHER-INCOME> 404 857
<BENEFITS> 31,834 32,257
<UNDERWRITING-AMORTIZATION> 0 0
<UNDERWRITING-OTHER> 6,595 5,539
<INCOME-PRETAX> 13,763 8,939
<INCOME-TAX> 4,463 1,458
<INCOME-CONTINUING> 9,300 7,481
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 9,300 7,481
<EPS-PRIMARY> 77.79 64.45
<EPS-DILUTED> 70.23 58.33
<RESERVE-OPEN> 90,342 96,424
<PROVISION-CURRENT> 40,186 41,101
<PROVISION-PRIOR> (8,352) (8,844)
<PAYMENTS-CURRENT> 2,685 4,885
<PAYMENTS-PRIOR> 30,097 33,454
<RESERVE-CLOSE> 89,394 90,342
<CUMULATIVE-DEFICIENCY> 8,352 8,844
</TABLE>
