UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended__________March 31, 2000____________________
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to _____________________
Commission file number ____________________1-6026__________________________
__________________________The Midland Company______________________________
(Exact name of registrant as specified in its charter)
______________Incorporated in Ohio__________________ ____31-0742526_____
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
7000 Midland Boulevard, Amelia, Ohio 45102-2607
(Address of principal executive offices)
(Zip Code)
(513) 943-7100
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has been
subject to such filing requirements for the past 90 days.
Yes ___X___. No _______.
The number of common shares outstanding as of March 31, 2000 was
9,448,512.
PART I. FINANCIAL INFORMATION
THE MIDLAND COMPANY
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999
Amounts in 000's
(Unaudited)
March 31, Dec. 31,
ASSETS 2000 1999
---------- ----------
MARKETABLE SECURITIES AVAILABLE FOR SALE:
Fixed income (cost, $472,036 at March 31, 2000 and
$488,492 at December 31, 1999) $ 465,247 $ 479,772
Equity (cost, $53,573 at March 31, 2000 and
$46,400 at December 31, 1999) 143,843 131,087
---------- ----------
Total 609,090 610,859
---------- ----------
CASH 6,778 10,098
---------- ----------
ACCOUNTS RECEIVABLE - NET 65,317 60,426
---------- ----------
REINSURANCE RECOVERABLES AND
PREPAID REINSURANCE PREMIUMS 46,976 43,151
---------- ----------
PROPERTY, PLANT AND EQUIPMENT - NET 61,065 62,585
---------- ----------
DEFERRED INSURANCE POLICY ACQUISITION COSTS 86,995 85,168
---------- ----------
OTHER ASSETS 19,082 15,770
---------- ----------
TOTAL ASSETS $ 895,303 $ 888,057
========== ==========
See notes to condensed consolidated financial statements.
THE MIDLAND COMPANY
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999
Amounts in 000's
(Unaudited)
March 31, Dec. 31,
LIABILITIES & SHAREHOLDERS' EQUITY 2000 1999
---------- ----------
UNEARNED INSURANCE PREMIUMS $ 322,265 $ 312,838
---------- ----------
INSURANCE LOSS RESERVES 134,269 133,713
---------- ----------
INSURANCE COMMISSIONS PAYABLE 18,271 20,291
---------- ----------
FUNDS HELD UNDER REINSURANCE AGREEMENTS
AND REINSURANCE PAYABLES 2,973 3,097
---------- ----------
LONG-TERM DEBT 43,648 44,288
---------- ----------
OTHER NOTES PAYABLE:
Banks 4,000 20,000
Commercial paper 6,037 5,550
---------- ----------
Total 10,037 25,550
---------- ----------
DEFERRED FEDERAL INCOME TAX 30,800 28,171
---------- ----------
OTHER PAYABLES AND ACCRUALS 62,655 62,107
---------- ----------
COMMITMENTS AND CONTINGENCIES - -
---------- ----------
SHAREHOLDERS' EQUITY:
Common stock (issued and outstanding: 9,449 shares at
March 31, 2000 and 9,515 shares at December 31,
1999 after deducting treasury stock of 1,479 shares
and 1,413 shares, respectively) 911 911
Additional paid-in capital 18,902 18,583
Retained earnings 215,479 207,005
Accumulated other comprehensive income 54,271 49,388
Treasury stock - at cost (17,266) (15,786)
Unvested restricted stock awards (1,912) (2,099)
---------- ----------
Total 270,385 258,002
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 895,303 $ 888,057
========== ==========
See notes to condensed consolidated financial statements.
THE MIDLAND COMPANY
AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED INCOME (Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
Amounts in 000's except per share data
2000 1999
REVENUES: ---------- ----------
Insurance:
Premiums earned $ 110,498 $ 98,137
Net investment income 7,061 6,071
Net realized investment gains 1,882 1,070
Other insurance income 1,959 746
Transportation 7,000 7,927
Other 341 133
---------- ----------
Total 128,741 114,084
---------- ----------
COSTS AND EXPENSES:
Insurance:
Losses and loss adjustment expenses 54,976 48,382
Commissions and other policy acquisition costs 34,862 30,449
Operating and administrative expenses 17,833 14,423
Transportation operating expenses 6,310 7,688
Interest expense 888 1,062
Other operating and administrative expenses 851 995
---------- ----------
Total 115,720 102,999
---------- ----------
INCOME BEFORE FEDERAL INCOME TAX 13,021 11,085
PROVISION FOR FEDERAL INCOME TAX 3,838 3,225
---------- ----------
NET INCOME $ 9,183 $ 7,860
========== ==========
BASIC EARNINGS PER SHARE
OF COMMON STOCK $ 1.00 $ 0.86
========== ==========
DILUTED EARNINGS PER SHARE
OF COMMON STOCK $ 0.97 $ 0.83
========== ==========
CASH DIVIDENDS PER SHARE
OF COMMON STOCK - DECLARED $ .0750 $ .0675
========== ==========
See notes to condensed consolidated financial statements.
THE MIDLAND COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999 (Unaudited)
Amounts in 000's
Accumulated Unvested
Additional Other Com- Restricted Compre-
Common Paid-In Retained prehensive Treasury Stock hensive
Stock Capital Earnings Income Stock Awards Total Income
------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1998 $911 $15,947 $178,398 $70,507 $(15,293) $(1,638) $248,832
Comprehensive income:
Net income 7,860 7,860 $ 7,860
Decrease in unrealized gain
on marketable securities,
net of related income tax
effect of $(2,329) (4,290) (4,290) (4,290)
-----------
Total comprehensive income $ 3,570
===========
Purchase of treasury stock (2,414) (2,414)
Issuance of treasury stock
for options exercised and
employee savings plan 27 1,343 1,370
Cash dividends declared (643) (643)
Restricted stock awards 1,411 1,267 (2,678) -
Amortization and cancellation
of unvested restricted stock
awards 289 289
-----------------------------------------------------------------------------
BALANCE, MARCH 31, 1999 $911 $17,385 $185,615 $66,217 $(15,097) $(4,027) $251,004
=============================================================================
BALANCE, DECEMBER 31, 1999 $911 $18,583 $207,005 $49,388 $(15,786) $(2,099) $258,002
Comprehensive income:
Net income 9,183 9,183 $ 9,183
Increase in unrealized gain
on marketable securities,
net of related income tax
effect of $2,629 4,883 4,883 4,883
-----------
Total comprehensive income $ 14,066
===========
Purchase of treasury stock (1,595) (1,595)
Issuance of treasury stock
for options exercised and
employee savings plan 90 115 205
Cash dividends declared (709) (709)
Federal income tax benefit
related to the exercise or
granting of stock awards 229 229
Amortization and cancellation
of unvested restricted stock
awards 187 187
-----------------------------------------------------------------------------
BALANCE, MARCH 31, 2000 $911 $18,902 $215,479 $54,271 $(17,266) $(1,912) $270,385
=============================================================================
See notes to condensed consolidated financial statements.
THE MIDLAND COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
FOR THE THREE-MONTHS ENDED MARCH 31, 2000 AND 1999
Amount in 000's
2000 1999
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 9,183 $ 7,860
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,241 2,180
Net realized investment gains (1,882) (1,070)
Increase in unearned insurance premiums 9,427 3,939
Decrease (increase) in net accounts receivable (4,782) 982
Increase in reinsurance recoverables and prepaid
reinsurance premiums (3,825) (1,573)
Decrease in insurance commissions payable (2,020) (1,768)
Increase in deferred insurance policy acquisition costs (1,827) (4,140)
Decrease (increase) in other assets (732) 195
Increase in insurance loss reserves 556 397
Increase (decrease) in other accounts payable and
accruals 344 (4,324)
Decrease in funds held under reinsurance
agreements and reinsurance payables (124) (4,298)
Other-net 714 1,039
---------- ----------
Net cash provided by (used in) operating activities 7,273 (581)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of marketable securities (53,519) (32,097)
Sale of marketable securities 64,508 18,650
Decrease (increase) in cash equivalent marketable
securities (10,913) 15,369
Maturity of marketable securities 10,366 10,292
Net cash used in business acquisition (2,471) -
Acquisition of property, plant and equipment (423) (296)
Proceeds from sale of property, plant and equipment 43 120
---------- ----------
Net cash provided by investing activities 7,591 12,038
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in net short-term borrowings (15,513) (7,780)
Purchase of treasury stock (1,595) (2,414)
Dividends paid (641) (585)
Repayment of long-term debt (640) (857)
Issuance of treasury stock 205 1,370
---------- ----------
Net cash used in financing activities (18,184) (10,266)
---------- ----------
NET INCREASE (DECREASE) IN CASH (3,320) 1,191
CASH AT BEGINNING OF PERIOD 10,098 3,687
---------- ----------
CASH AT END OF PERIOD $ 6,778 $ 4,878
========== ==========
INTEREST PAID $ 976 $ 1,046
INCOME TAXES PAID $ 260 $ -
See notes to the condensed consolidated financial statements.
THE MIDLAND COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2000
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of The
Midland Company and subsidiaries (the "Company") have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete annual financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Financial information as of December 31, 1999 has been derived from the audited
consolidated financial statements of the Company. Revenue and operating results
for the three-month period ended March 31, 2000 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2000. For
further information, refer to the audited consolidated financial statements and
footnotes thereto for the year ended December 31, 1999 included in the Company's
Annual Report on Form 10-K.
Certain reclassifications (minor in nature) have been made to the 1999 amounts
to conform to 2000 classifications.
2. EARNINGS PER SHARE
Earnings per share (EPS) of common stock amounts are computed by dividing net
income by the weighted average number of shares outstanding during the period
for basic EPS, plus the dilutive share equivalents for stock options and
restricted stock awards for diluted EPS. Shares used for EPS calculations were
as follows (000's):
For Basic EPS For Diluted EPS
--------------- -----------------
Three months ended March 31:
2000 9,167 9,470
======= =======
1999 9,098 9,439
======= =======
3. INCOME TAXES
The federal income tax provisions for the three-month periods ended March 31,
2000 and 1999 are different from amounts derived by applying the statutory tax
rates to income before federal income tax as follows (000's):
2000 1999
------ ------
Federal income tax at statutory rate $4,557 $3,880
Tax effect of:
Tax exempt interest and
excludable dividend income (818) (737)
Other - net 99 82
------- -------
Provision for federal income tax $3,838 $3,225
======= =======
THE MIDLAND COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Continued)
4. SEGMENT DISCLOSURES
Since the Company's annual report for 1999, there have been no changes in
reportable segments or the manner in which the Company determines reportable
segments or measures segment profit or loss. Summarized segment information for
the interim periods for 2000 and 1999 is as follows (000's):
Three Months Ended Three Months Ended
March 31, 2000 March 31, 1999
--------------------------- --------------------------
Revenues- Revenues-
Total External Pre-Tax Total External Pre-Tax
Assets Customers Income Assets Customers Income
---------------------------- --------------------------
Reportable Segments:
Insurance:
Manufactured housing n/a $76,003 $11,116 n/a $68,768 $ 9,670
Other n/a 36,454 3,216 n/a 30,115 3,346
Unallocated $839,528 - (660) $743,618 - (320)
Transportation 29,913 7,000 560 35,462 7,927 171
Corporate and all other (1,211) (1,782)
-------- --------
$13,021 $11,085
======== ========
Intersegment revenues are insignificant. Revenues reported above, by
definition, exclude investment income and realized gains. Certain amounts are
not allocated to segments ("n/a" above) by the Company.
5. NEW ACCOUNTING STANDARDS
Accounting Standards Board issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities" during 1998. SFAS No. 133, as amended by
SFAS No. 137, is effective for fiscal years beginning after June 15, 2000.
Adoption of SFAS 133 is not expected to have a material impact on the reported
results of operations or financial position of the Company.
INDEPENDENT ACCOUNTANTS' REPORT
The Midland Company:
We have reviewed the accompanying condensed consolidated balance sheet of The
Midland Company and subsidiaries as of March 31, 2000, and the related condensed
consolidated statements of income, changes in shareholders' equity and cash
flows for the three-month periods ended March 31, 2000 and 1999. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquires of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of The
Midland Company and subsidiaries as of December 31, 1999, and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows for the year then ended (not presented herein); and in our report dated
February 10, 2000, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December 31, 1999 is
fairly stated, in all material respects, in relation to the consolidated
financial statements from which it has been derived.
/S/Deloitte & Touche
Deloitte & Touche
Cincinnati, Ohio
April 12, 2000
THE MIDLAND COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
A detailed discussion of the Company's liquidity and capital resources
is included in the 1999 Annual Report on Form 10-K. Except as discussed below,
no material changes have taken place since that date and, accordingly, the
discussion is not repeated herein.
RESULTS OF OPERATIONS
Insurance
- ---------
Insurance Premiums
Property and casualty and life insurance direct and assumed written
premiums generated from American Modern Insurance Group, Inc. (AMIG), the
Company's insurance subsidiary increased 20.5% in the first quarter to $128.4
million from $106.6 million for the same quarter of 1999. Net earned premiums
for the first quarter increased 12.6% to $110.5 million from $98.1 million for
the comparable quarter in 1999. The disparity in growth rates between direct and
assumed written premiums and net earned premiums for the periods presented was
due primarily to AMIG's ability to generate more multi-year property and
casualty and credit life premium coupled with the fact that a substantial
increase in the growth rate of written premium typically precedes such growth
rates in earned premium.
The growth in direct and assumed written premiums for the periods
presented is primarily the result of continued volume increases in manufactured
home and related coverages insurance premium. Manufactured home and related
coverages direct and assumed written premium generated in the first quarter
increased 19.3% to $84.0 million from $70.4 million for the same quarter of
1999. Direct and assumed written premiums of all other specialty insurance
products (property and casualty and credit life) collectively increased 22.7% to
$44.4 million for the first quarter of 2000 from $36.2 million for the same
quarter in 1999.
Investment Income and Realized Capital Gains
AMIG's net investment income (before taxes and excluding capital gains)
increased 16.3% to $7.1 million in the first quarter of 2000 from $6.1 million
for the first quarter of 1999. The increase in investment income was primarily
the result of the investment of the positive cash flow generated from
underwriting activities and the continued growth of AMIG's investment portfolio.
AMIG's net realized capital gains (after-tax) increased to $1.2 million,
$0.13 per share (diluted), for the first quarter, from $0.7 million, $0.07 per
share (diluted), for the same quarter in 1999.
Losses and Loss Adjustment Expenses
AMIG's losses and loss adjustment expenses in the first quarter
increased 13.6% to $55.0 million from $48.4 million for the first quarter of
1999. AMIG's total weather-related catastrophe losses (net of reinsurance
recoveries) for the first quarter amounted to $2.6 million on a pre-tax basis
compared with $4.2 million for the same quarter of 1999. These losses had an
after-tax impact of approximately $0.18 per share (diluted) in the first quarter
compared to $0.29 per share (diluted) in the first quarter of 1999. Excluding
catastrophe losses and the impact of catastrophe reinsurance reinstatement
premiums, the property and casualty combined ratio for the first quarter was
92.7% compared to 90.2% for the same quarter in 1999.
Commissions, Other Policy Acquisition Costs and Other Operating and
Administration Expenses
AMIG's commissions and other policy acquisition costs and other
operating and administrative expenses for the first quarter increased 17.4% to
$52.7 million from $44.9 million for the first quarter of 1999. These
increases are due primarily to the continued growth in net earned premiums.
Property and Casualty Underwriting Results
AMIG's property and casualty operations generated a pre-tax underwriting
income of $5.3 million for the first quarters of both 2000 and 1999. For the
current quarter, AMIG's combined ratio (ratio of losses and expenses as a
percent of earned premium) for its property and casualty business was 95.1%
compared to 94.5% in the first quarter of 1999.
Transportation
M/G Transport (M/G), the Company's transportation subsidiary, reported
revenues for the first quarter of $7.0 million compared with $7.9 million in
the first quarter of 1999. Pre-tax operating profits for the first quarter
increased to $0.6 million from $0.2 million for the same quarter of 1999. The
decrease in revenue was primarily the result of reduced demand for petroleum
coke products that have affected shipping patterns.
LIQUIDITY, CAPITAL RESOURCES AND CHANGES IN FINANCIAL CONDITION
Cash flows from operating and investing activities were used to decrease
the Company's short-term borrowings (Other Notes Payable) from year-end 1999.
Management expects that cash and other liquid investments, coupled with
future operating cash flows, will be readily available to meet the Company's
operating cash requirements for the next twelve months. The Company declared
$0.7 million in dividends to its shareholders during the first three months of
2000.
OTHER MATTERS
Comprehensive Income
The only difference between net income and comprehensive income is the
net after-tax change in unrealized gains on marketable securities. For the
three month periods ended March 31, 2000 and 1999, such net unrealized gains
increased or (decreased), net of related income tax effects, by the following
amounts (in thousands):
2000 1999
-------- --------
Three months ended March 31 $ 4,883 $(4,290)
Changes in net unrealized gains on marketable securities result from
both market conditions and realized gains recognized in a reporting period.
Private Securities Reform Act of 1995 - Forward Looking Statements Disclosure
- ------------------------------------------------------------------------------
This report contains forward looking statements. For purposes of this
report, a "Forward Looking Statement", within the meaning of the Securities
Reform Act of 1995, is any statement concerning the year 2000 and beyond. The
actions and performance of the company and its subsidiaries could deviate
materially from what is contemplated by the forward looking statements
contained in this report. Factors which might cause deviations from the
forward looking statements include, without limitations, the following: 1)
changes in the laws or regulations affecting the operations of the company or
any of its subsidiaries, 2) changes in the business tactics or strategies of
the company or any of its subsidiaries,
3) acquisition(s) of assets or of new or complementary operations, or
divestiture of any segment of the existing operations of the company or any of
its subsidiaries, 4) changing market forces or litigation which necessitate, in
management's judgement, changes in plans, strategy or tactics of the company or
its subsidiaries and 5) adverse weather conditions, fluctuations in the
investment markets, changes in the retail marketplace or fluctuations in
interest rates, any one of which might materially affect the operations of the
company and/or its subsidiaries. Any forward-looking statement speaks only as
of the date made. We undertake no obligation to update any forward-looking
statements to reflect events or circumstances arising after the date on which
they are made.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The market risks associated with the Company's investment portfolios have not
changed materially from those disclosed at year-end 1999.
PART II. OTHER INFORMATION
THE MIDLAND COMPANY AND SUBSIDIARIES
MARCH 31, 2000
Item 1. Legal Proceedings
-----------------
Reference is made to Item 3 of Registrant's December 31, 1999 Form
10-K concerning the conclusion of criminal litigation against M/G
Transport Services, Inc., a subsidiary of Registrant.
Item 2. Changes in Securities
---------------------
None
Item 3. Defaults Upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
Item 5. Other Information
-----------------
On April 27, 2000, the Board of Directors of The Midland Company
authorized an extension of the Company's Stock Repurchase Program. As a
result of the Board's action, the Stock Repurchase Program will
continue, as originally authorized, through October 27, 2000. Under the
terms of the original authorzation, the Company may repurchase up to
500,000 shares of the Company's outstanding common stock. The
authorizing resolution does not require the Company to repurchase its
common shares, but rather, allows the Company's management to make
purchses in its discretion based on market conditions and the Company's
capital requirements.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a.) Exhibit 15 - Letter re: Unaudited Interim Financial Information
b.) Exhibit 23 - Financial Data Schedule
c.) Reports on Form 8-K - None
SIGNATURE
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.
THE MIDLAND COMPANY
Date _______April 12, 2000________ /s/ John I. Von Lehman
----------------------------
John I. Von Lehman, Executive Vice
President and Chief Financial Officer