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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
(Mark One)
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Period Ended September 30, 1998.
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition Period From ________________to____________
Commission file number 0-21230
Midwest Medical Insurance Holding Company
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(Exact name of registrant as specified in its charter)
Minnesota 41-1625287
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(State or other jurisdiction (I.R.S. Employer of
incorporation or organization) Identification No.)
6600 France Ave., So., Suite 245
Minneapolis, Minnesota 55435-1891
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(Address of principal executive offices) (Zip Code)
612-922-5445
(Registrant's telephone number, including area code)
Not applicable
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(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter periods that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X No .
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The number of shares outstanding of the issuer's classes of common stock,
as of September 30, 1998:
Class A Common Stock $.01 Par Value 124,179 shares
Class B Common Stock $1,000 Par Value-1 share
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INDEX
Midwest Medical Insurance Holding Company
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Signatures
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Item 2. -
Management's Discussion and Analysis of Financial Condition and Results of
Operations
CAPITAL RESOURCES AND LIQUIDITY
The majority of the Company's assets, 87%, continue to be invested in
investment-grade bonds, equities and short-term instruments. The Company has
adopted SFAS No. 115 "Accounting for Certain Investments in Debt and Equity
Securities." The Company's investments in debt and equity securities are
classified as available for sale and therefore carried at fair value with
unrealized gains and losses, net of applicable taxes, reflected as a separate
component of equity. Other investments are equity interests in non-traded real
estate investment trusts and are recorded at cost which approximates fair value.
The investment portfolio was re-allocated in early January 1998 with $15,000,000
of long-term bonds transferred into international equities. This is in
conjunction with investment guideline goals to maximize total return. No
additional changes to the portfolio are anticipated during 1998.
The retrospective premium liabilities of $8,543,000 at September 30, 1998 and
$9,905,000 at December 31, 1997 consist of two items. One represents amounts due
to policyholders under a retrospective premium rating plan. This liability
consisted of $5,480,000 due to Minnesota and North Dakota policyholders at
September 30, 1998 and $5,000,000 due to Minnesota policyholders at December 31,
1997. The second represents amounts due to Iowa policyholders under terms of the
Midwest Medical Insurance Company/Iowa Physicians Mutual Insurance Trust
(MMIC/IPMIT) July 1, 1993 merger agreement. The merger agreement provides if
financial results for years prior to 1993 are more favorable than expected, the
favorable development must be returned to former IPMIT policyholders who were
insured by IPMIT on December 31, 1992 and who renew their coverage with MMIC.
This second liability totaled $3,063,000 at September 30, 1998 and $4,905,000 at
December 31, 1997. Retrospective and merger premium refunds are generally paid
in the first quarter of the following year. In March of 1998, $5,000,000 of the
Minnesota retrospective premium liability and $3,100,000 of the Iowa merger
agreement liability were paid to policyholders.
Cash flow from operations was negative during the first nine months of both 1998
and 1997, $6,856,000 and $7,495,000 respectively. The primary reason for the
negative cash flows was the payment, in March of both years, of the
retrospective premium credit to Minnesota policyholders and the premium credit
to Iowa policyholders under terms of the MMIC/IPMIT merger agreement. These
payments totaled $8,100,000 in 1998 and $7,103,000 in 1997.
Total equity consisting of redeemable stock and other shareholders' equity,
increased by $5,913,000 during the first nine months of 1998. Equity increases
were from net income of $4,236,000, unrealized appreciation in the fair value of
investments, net of deferred taxes, of $1,924,000, and Class A stock issuances
of $207,000. These increases were offset by Class A stock redemptions of
$454,000.
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RESULTS OF OPERATIONS
Net premiums earned increased $1,352,000 over the same period of 1997 primarily
as a result of writing $2,638,000 of new business that was generated primarily
from sales of policies to large, healthcare systems. Base rate levels, with the
exception of a 10% increase in Iowa, remained flat. As a result of a favorable
reinsurance market and excellent historical loss experience, a new reinsurance
contract was negotiated effective January 1, 1998 which reduced reinsurance
ceded from $1,800,000 to $1,350,000 for each respective quarter. These savings
will continue to be recognized throughout the term of the contract, which
expires December 31, 2000. Offsetting the above increases in net premiums earned
were payments made in the second quarter of 1998 to reinsurers totaling
$2,479,000 to settle or adjust prior years' reinsurance agreements. A portion of
these payments could ultimately be returned to the Company depending on the
actual future claims experience on the underlying agreements.
Capital gains of $7,476,000 were realized during the first nine months of 1998.
The portfolio is managed on a total return basis by professional investment
managers under guidelines set by the Company's investment committee. These gains
were realized in the normal course of managing the portfolio and are the major
source of the increase in net income over 1997. Management has no estimate for
future levels of realized capital gains or losses.
Losses and loss adjusting expenses increased $1,024,000 for the first nine
months of 1998 versus 1997. The increase in 1998 was primarily driven by the
increase in premium volume as interim period losses are estimated based on a
ratio of net premiums earned until the year-end actuarial analysis is completed.
The estimated loss ratio was developed while determining 1998 premium rates.
Although the Company's management does not attempt to analyze the effects of
interim frequency and severity statistics, no discernable loss trends were
observed on a case by case basis. Other underwriting expenses increased
$2,205,000 for the first nine months of 1998 compared to 1997. The majority of
the increase is due to staff additions, the implementation of a new insurance
company operating system, and operating two, minor non-insurance subsidiaries
newly formed at the beginning of 1998.
As a result of the factors discussed above, the Company realized net income of
$4,236,000 for the nine months ended September 30, 1998 compared to net income
of $848,000 for the same period of 1997. This caused diluted earnings per share
to increase to $31.22 for the nine months ended September 30, 1998 from the
$6.43 per share reported a year ago.
YEAR 2000 UPDATE
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 miscalculation causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send billings, or
engage in similar normal business activities.
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YEAR 2000 UPDATE CONTINUED
A Year 2000 Task Force was formed in early 1998 consisting of members of senior
and departmental management to evaluate and monitor the Year 2000 issue,
identify the causes and consequences to the Company, and develop courses of
action including contingency plans as deemed necessary. The assessment of the
Company's Year 2000 issues was broken into two parts: corporate operations and
insurance operations/products.
CORPORATE OPERATIONS. An evaluation of the Year 2000 readiness of all
significant internal computer hardware and software applications and devices has
been completed. The evaluation identified three pieces of network hardware and
one subsidiary operating system that were not Year 2000 compliant. The three
pieces of network hardware did not impact time sensitive operations and
therefore did not pose any significant Year 2000 risk to the Company. The
subsidiary operating system is in the process of being converted to a new, Year
2000 compliant platform. The new operating system is expected to be fully
operational by June 1999 with a total conversion cost estimated at $250,000.
The conversion was approximately 20% completed and had expenditures of
approximately $50,000 as of September 30, 1998.
A Year 2000 compliance letter was prepared and mailed in early October to all of
the Company's key business partners and service vendors. Responses are being
evaluated and follow-up will be performed during 1999 as appropriate. No
guarantee, however, can be made that the systems of other companies on which the
Company's operations rely will become Year 2000 compliant in a timely manner, or
that the failure by a third party to become Year 2000 compliant would not have a
material adverse effect on the company.
The Year 2000 Task Force is evaluating contingency plans and the need for any
additional measures with respect to Year 2000 problems posed by internal and
third party systems. This evaluation is expected to be completed early in 1999.
INSURANCE OPERATIONS/PRODUCTS. The Year 2000 Task Force has completed
preliminary assessments of the Company's exposure to Year 2000 claims from its
medical malpractice professional liability (MMPL) and comprehensive general
liability (CGL) policies issued to customers. It is currently estimated that 80%
of the Company's potential exposure would be linked to MMPL policies and 20% to
CGL policies. It is not yet possible to determine whether Year 2000 claims will
be made against these policies or if such claims will be held to have merit.
The Year 2000 Task Force is continuing to monitor Year 2000 issues relative to
the Company's insurance operations and products and is assessing various courses
of action. It is anticipated that this process will be ongoing throughout 1999
and into the Year 2000.
The anticipated completion dates for Year 2000 compliance and the Company's
contingency plans and the cost estimates for the completion of Year 2000
modifications are based on management's best estimates utilizing current data
regarding available resources, coordination with third parties and other
relevant factors and information about systems conversion. No guarantee,
however, can be made that these estimates will be achieved and actual results
may differ from those anticipated.
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YEAR 2000 UPDATE CONTINUED
Readers are reminded that forward-looking statements contained in this
description of the Company's treatment of the Year 2000 issue should be read in
conjunction with the Company's disclosures under the heading "Cautionary Note
Regarding Forward-Looking Statements" below.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements other than historical information contained in this Report are
considered to be "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Act
of 1934, as amended.
All forward-looking statements address matters that involve risks and
uncertainties. Accordingly, in addition to the factors discussed in this
Report, there are or will be other important factors that could cause actual
results to differ materially from those indicated in such statements. These
factors include but are not limited to:
i. the impact of changing market conditions on the Company's business
strategy;
ii. the effects of increased competition on pricing, coverage terms,
retention of customers and ability to attract new customers;
iii. greater severity or frequency of the types of losses that the
Company insure;
iv. faster or more adverse loss development experience than that on
which the Company based its underwriting, reserving, and
investment practices;
v. developments in global financial markets which could adversely
affect the performance of the Company's investment portfolio;
vi. litigation, regulatory or tax developments which could adversely
affect the Company's business;
vii. risks associated with the introduction of new products and
services;
viii. dependence on key personnel;
ix. the impact of mergers and acquisitions; and
x. failure of the Company or significant third parties to achieve
Year 2000 compliance or material expense in connection with such
compliance.
The facts set forth above should be considered in connection with any
forward-looking statement contained in this Report. The important factors that
could affect such forward-looking statements are subject to change, and the
Company does not intend to update any forward-looking statement or the forgoing
list of important factors. By this cautionary note, the Company intends to
avail itself of the safe harbor from liability with respect to forward-looking
statements provided by Section 27A and Section 21E referred to above.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Midwest Medical Insurance Holding Company
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(Registrant)
Date January 14, 1999 /s/ David P. Bounk
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David P. Bounk
President and Chief Executive Officer
Date January 14, 1999 /s/ Niles A. Cole
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Niles A. Cole
Vice President and
Principal Financial Officer and
Principal Accounting Officer
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