THE MIDLAND COMPANY Annual Report on Form 10-K to the Securities and Exchange Commission for the Year Ended December 31, 1996 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 1996 Commission File Number - 1-6026 THE MIDLAND COMPANY Incorporated in Ohio I.R.S. Employer Identification No. 31-0742526 7000 Midland Boulevard Amelia, Ohio 45102-2607 Tel. (513) 943-7100 Securities registered pursuant to Section 12(b) of the Act: Common stock - no par value. - American Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark whether the registrant (1) has filed all other 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 aggregate market value of the voting common stock held by nonaffiliates, which includes shares held by executive officers and directors, of the registrant as of March 10, 1997 was $128,289,191. Number of shares of common stock outstanding as of March 10, 1997 - 3,110,041. Documents Incorporated by Reference Annual Report to Shareholders for the year ended December 31, 1996 is incorporated by reference into Parts I, II and IV. Registrant's Proxy Statement dated March 14, 1997 is incorporated by reference into Parts III and IV. 1 THE MIDLAND COMPANY FORM 10-K DECEMBER 31, 1996 PART I ITEM 1. Business. Incorporated by reference to the inside front cover and pages 2 through 11 and 25 (Note 13) of the Registrant's 1996 Annual Report to Shareholders. The number of persons employed by the Registrant was approximately 950 at December 31, 1996. ITEM 2. Properties. Incorporated by reference to the inside front cover and pages 2 through 11 of the Registrant's 1996 Annual Report to Shareholders. ITEM 3. Legal Proceedings. Various litigation and claims against the Company and its subsidiaries are in process and pending. Based upon a review of open matters with legal counsel, management believes that the outcome of such matters would not have a material effect upon the Company's consolidated financial position or results of operations. ITEM 4. Submission of Matters to a Vote of Security Holders. None during the fourth quarter. PART II ITEM 5. Market for the Registrant's Common Stock and Related Security Holder Matters. Incorporated by reference to pages 12, 26 (Note 14) and the inside rear cover of the Registrant's 1996 Annual Report to Shareholders. The number of holders of the Company's common stock at December 31, 1996 was 706. The Company's common stock is registered on the American Stock Exchange (MLA). ITEM 6. Selected Financial Data. Incorporated by reference to page 13 of the Registrant's 1996 Annual Report to Shareholders. ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Incorporated by reference to pages 14 and 15 of the Registrant's 1996 Annual Report to Shareholders. ITEM 8. Financial Statements and Supplementary Data. Incorporated by reference to pages 12 and 16 through 27 of the Registrant's 1996 Annual Report to Shareholders. ITEM 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosures. None. 2 PART III ITEM 10. Directors and Executive Officers of the Registrant. Incorporated by reference to the Registrant's Proxy Statement dated March 14, 1997. Executive Officers of the Company - J. P. Hayden, Jr. - Age 67 - Chairman and Chief Executive Officer Michael J. Conaton - Age 63 - President and Chief Operating Officer J. P. Hayden, III - Age 44 - Senior Executive Vice President John W. Hayden - Age 39 - Senior Executive Vice President John R. LaBar - Age 65 - Vice President and Secretary Robert W. Hayden - Age 58 - Vice President John I. Von Lehman - Age 44 - Executive Vice President, Treasurer and Chief Financial Officer Thomas J. Rohs - Age 55 - Vice President J. P. Hayden, Jr. and Robert W. Hayden are brothers. J. P. Hayden, III and John W. Hayden are sons of J. P. Hayden, Jr. During 1996, J. P. Hayden, III and John W. Hayden (formerly Vice President) were elected Senior Executive Vice President. Also in 1996, John I. Von Lehman (formerly Vice President, Treasurer and Chief Financial Officer) was elected Executive Vice President. The officers listed above have served in the positions indicated for the past five years (except as noted above). ITEM 11. Executive Compensation. Incorporated by reference to the Registrant's Proxy Statement dated March 14, 1997. ITEM 12. Security Ownership of Certain Beneficial Owners and Management. Incorporated by reference to the Registrant's Proxy Statement dated March 14, 1997. ITEM 13. Certain Relationships and Related Transactions. Incorporated by reference to the Registrant's Proxy Statement dated March 14, 1997. PART IV ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) 1. Financial Statements. Incorporated by reference in Part II of this report: Data pertaining to The Midland Company and Subsidiaries - Report of Independent Public Accountants. Consolidated Balance Sheets, December 31, 1996 and 1995. Consolidated Statements of Income and Retained Earnings for the Years Ended December 31, 1996, 1995 and 1994. Consolidated Statements of Cash Flows for the Years Ended December 31, 1996, 1995 and 1994. Notes to Consolidated Financial Statements. 3 PART IV (Continued) (a) 2. Financial Statement Schedules. Included in Part IV of this report: Data pertaining to The Midland Company and Subsidiaries - Page Independent Auditors' Consent and Report on Schedules. 7 Schedule I - Condensed Financial Information of Registrant. 8-12 Schedule II - Allowance for Losses for the Years Ended December 31, 1996, 1995 and 1994. 13 All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. (a) 3. Exhibits. 3. Articles of Incorporation and By-Laws - Filed as Exhibit 3 to the Registrant's 1980 Annual Report on Form 10-K, and incorporated herein by reference. 10. A description of the Company's Stock Option Plan and Profit Sharing Plan - Incorporated by reference to the Registrant's Proxy Statement dated March 14, 1997. 11. Computation of Consolidated Net Income Per Share for the years ended December 31, 1996, 1995 and 1994. 14 13. Annual Report to security holders - Incorporated by reference to the Registrant's 1996 Annual Report to Shareholders. 21. Subsidiaries of the Registrant. 15 22. Registrant's Proxy Statement - Incorporated by reference to the Registrant's Proxy Statement dated March 14, 1997. 23. Independent Auditors' Consent - Included in Consent and Report on Schedules referred to under Item 14(a)2 above. 27. Financial Data Schedule. (b) Reports on Form 8-K - No such reports filed or required to be filed in the fourth quarter of 1996. 4 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. THE MIDLAND COMPANY Signature Title Date S/ J. P. Hayden, Jr. Chairman and March 6, 1997 (J. P. Hayden, Jr.) Chief Executive Officer S/ John I. Von Lehman Executive Vice President, March 6, 1997 (John I. Von Lehman) Treasurer, Chief Financial and Accounting Officer and Director 5 SIGNATURES 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. THE MIDLAND COMPANY Signature Title Date S/ George R. Baker Director March 6, 1997 (George R. Baker) S/ James H. Carey Director and Member March 6, 1997 (James H. Carey) of Audit Committee S/ Michael J. Conaton President, Chief Operating March 6, 1997 (Michael J. Conaton) Officer and Director S/ J. P. Hayden, Jr. Chairman, Chief Executive March 6, 1997 (J. P. Hayden, Jr.) Officer and Director S/ J. P. Hayden, III Senior Executive Vice March 6, 1997 (J. P. Hayden, III) President and Director S/ John W. Hayden Senior Executive Vice March 6, 1997 (John W. Hayden) President and Director S/ Robert W. Hayden Vice President and Director March 6, 1997 (Robert W. Hayden) S/ William T. Hayden Director March 6, 1997 (William T. Hayden) S/ William J. Keating Director March 6, 1997 (William J. Keating) S/ William McD. Kite Director March 6, 1997 (William McD. Kite) S/ John R. LaBar Vice President, Secretary March 6, 1997 (John R. LaBar) and Director S/ John M. O'Mara Director and Member March 6, 1997 (John M. O'Mara) of Audit Committee S/ John R. Orther Director and Member March 6, 1997 (John R. Orther) of Audit Committee S/ William F. Plettner Director March 6, 1997 (William F. Plettner) S/ Glenn E. Schembechler Director and Member March 6, 1997 (Glenn E. Schembechler) of Audit Committee S/ John I. Von Lehman Executive Vice President March 6, 1997 (John I. Von Lehman) Treasurer, Chief Financial and Accounting Officer and Director 6 INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULES To the Shareholders of The Midland Company: We consent to the incorporation by reference in Registration Statement No. 33- 64821 on Form S-3 and No. 33-48511 on Form S-8 of The Midland Company of our report dated February 13, 1997, incorporated by reference in this Annual Report on Form 10-K, and our report (appearing below) on the financial statement schedules of The Midland Company for the year ended December 31, 1996. Our audits of the consolidated financial statements referred to in our aforementioned report also included the financial statement schedules of The Midland Company and its subsidiaries, listed in Item 14(a)2. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein. S/Deloitte & Touche LLP Deloitte & Touche LLP Cincinnati, Ohio March 21, 1997 7 THE MIDLAND COMPANY (Parent Only) Schedule I - Condensed Financial Information of Registrant Condensed Balance Sheet Information December 31, 1996 and 1995 ASSETS 1996 1995 ----------------------------- Cash $ 267,000 $ 240,000 ----------------------------- Marketable Securities (at market value) 1,770,000 8,116,000 ----------------------------- Receivables - Net 6,801,000 7,230,000 ----------------------------- Intercompany Receivables 6,822,000 -- ----------------------------- Property, Plant and Equipment (at cost) 56,306,000 54,958,000 Less Accumulated Depreciation 5,893,000 4,112,000 ----------------------------- Net 50,413,000 50,846,000 ----------------------------- Other Assets 2,434,000 1,075,000 ----------------------------- Investment in Subsidiaries (at equity) 153,965,000 169,978,000 ----------------------------- Total $ 222,472,000 $ 237,485,000 ============================= 8 THE MIDLAND COMPANY (Parent Only) Schedule I - Condensed Financial Information of Registrant Condensed Balance Sheet Information December 31, 1996 and 1995 LIABILITIES AND SHAREHOLDERS' EQUITY 1996 1995 ----------------------------- Notes Payable within One Year: Banks (including current portion of long-term debt) $ 28,824,000 $ 31,767,000 Commercial Paper 4,700,000 4,620,000 ----------------------------- Total 33,524,000 36,387,000 ----------------------------- Other Payables and Accruals 1,593,000 1,471,000 ----------------------------- Intercompany Payables -- 14,541,000 ----------------------------- Long-Term Debt 27,667,000 28,491,000 ----------------------------- Shareholders' Equity: Common Stock - No Par (issued and outstanding: 3,042,000 shares at December 31, 1996 and 3,020,000 shares at December 31, 1995 after deducting treasury stock of 601,000 shares and 623,000 shares, respectively) 911,000 911,000 Additional Paid-In Capital 14,846,000 15,362,000 Retained Earnings 138,423,000 139,350,000 Net Unrealized Gain on Marketable Securities 23,587,000 19,716,000 Treasury Stock (at cost) (16,621,000) (16,575,000) Unvested Restricted Stock Awards (1,458,000) (2,169,000) ----------------------------- Total 159,688,000 156,595,000 ----------------------------- Total Liabilities and Shareholders' Equity $ 222,472,000 $ 237,485,000 ============================= 9 THE MIDLAND COMPANY (Parent Only) Schedule I - Condensed Financial Information of Registrant Condensed Statements of Income Information For the Years Ended December 31, 1996, 1995 and 1994 1996 1995 1994 ----------------------------------------- Revenues: Dividends from Subsidiaries $ 20,500,000 $ 35,117,000 $ -- All Other Income, Primarily Charges to Subsidiaries 7,876,000 9,434,000 8,001,000 ----------------------------------------- Total Revenues 28,376,000 44,551,000 8,001,000 ----------------------------------------- Expenses: Interest Expense 5,101,000 5,248,000 3,442,000 Depreciation and Amortization 2,548,000 4,884,000 3,715,000 All Other Expenses 2,033,000 1,727,000 1,968,000 ----------------------------------------- Total Expenses 9,682,000 11,859,000 9,125,000 ----------------------------------------- Income (Loss) Before Federal Income Tax 18,694,000 32,692,000 (1,124,000) Provision (Credit) for Federal Income Tax (654,000) (902,000) (430,000) ----------------------------------------- Income (Loss) Before Change in Undistributed Income of Subsidiaries 19,348,000 33,594,000 (694,000) Change in Undistributed Income of Subsidiaries (18,280,000) (24,042,000) 10,113,000 ----------------------------------------- Net Income $ 1,068,000 $ 9,552,000 $ 9,419,000 ========================================= 10 THE MIDLAND COMPANY (Parent Only) Schedule I - Condensed Financial Information of Registrant Condensed Statements of Cash Flows Information For the Years Ended December 31, 1996, 1995 and 1994 1996 1995 1994 ----------------------------------------- Cash Flows from Operating Activities: Net Income $ 1,068,000 $ 9,552,000 $ 9,419,000 Adjustments to reconcile net income to net cash provided by operating activities: Decrease (increase) in undistributed income of subsidiaries 18,280,000 24,042,000 (10,113,000) Depreciation and amortization 2,548,000 4,884,000 3,715,000 Increase in other assets (1,359,000) (1,044,000) (3,000) Decrease (increase) in receivables 689,000 (3,995,000) (5,000) Increase (decrease) in other payables & accruals 90,000 871,000 (7,610,000) Other - net 28,000 166,000 71,000 ----------------------------------------- Net cash provided by (used in) operating activities 21,344,000 34,476,000 (4,526,000) ----------------------------------------- Cash Flows from Investing Activities: Acquisition of property, plant & equipment (1,516,000) (28,060,000) (12,083,000) Capital contributions to subsidiaries (2,999,000) (2,847,000) Sale of property, plant & equipment 66,000 599,000 349,000 Change in investments (excluding unrealized appreciation/depreciation) 7,690,000 5,379,000 (4,814,000) ----------------------------------------- Net cash provided by (used in) investing activities 6,240,000 (25,081,000) (19,395,000) ----------------------------------------- Cash Flows from Financing Activities: Net change in intercompany payables (21,363,000) (35,029,000) 34,662,000 Increase (decrease) in long-term debt (767,000) 20,551,000 (250,000) Increase (decrease) in short-term borrowings (2,920,000) 8,074,000 (8,756,000) Dividends paid (1,962,000) (1,844,000) (1,628,000) Purchase of treasury stock (1,699,000) (1,143,000) (118,000) Issuance of treasury stock 1,154,000 52,000 32,000 ----------------------------------------- Net cash provided by (used in) financing activities (27,557,000) (9,339,000) 23,942,000 ----------------------------------------- Net Increase (Decrease) in Cash 27,000 56,000 21,000 Cash at Beginning of Year 240,000 184,000 163,000 ----------------------------------------- Cash at End of Year $ 267,000 $ 240,000 $ 184,000 ========================================= 11 THE MIDLAND COMPANY (Parent Only) Schedule I - Condensed Financial Information of Registrant Notes to Condensed Financial Information For the Years Ended December 31, 1996 and 1995 The accompanying condensed financial information should be read in conjunction with the consolidated financial statements and notes included in the Registrant's 1996 Annual Report to shareholders. Total debt of the Registrant (parent only) consists of the following: DECEMBER 31, --------------------------- 1996 1995 --------------------------- Short-Term Bank Borrowings $ 28,000,000 $ 31,000,000 Commercial Paper 4,700,000 4,620,000 Secured Mortgage Notes: 6.94% - Due December 20, 2005 20,304,000 20,800,000 5.82% - Due December 1, 2003 8,187,000 8,458,000 --------------------------- Total Debt $ 61,191,000 $ 64,878,000 =========================== See Note 6 to the consolidated financial statements included in the 1996 Annual Report to Shareholders for further information on the Company's outstanding debt at December 31, 1996. The amount of debt, other than debt eliminated in consolidation, that becomes due during each of the next five years is as follows: 1997 - $33,524,000; 1998 - $880,000; 1999 - $939,000; 2000 - $998,000; 2001 - $1,070,000. 12 SCHEDULE II THE MIDLAND COMPANY AND SUBSIDIARIES SCHEDULE II - ALLOWANCE FOR LOSSES FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 ADDITIONS CHARGED BALANCE AT (CREDITED) TO BALANCE BEGINNING COSTS AND DEDUCTIONS AT END DESCRIPTION OF PERIOD EXPENSES (ADDITIONS) OF PERIOD - -------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, 1996: Allowance For Losses $1,362,000 $ (75,000) $ (14,000)(1) $ 1,301,000 YEAR ENDED DECEMBER 31, 1995: Allowance For Losses $1,535,000 $ 468,000 $ 641,000 (1) $ 1,362,000 YEAR ENDED DECEMBER 31, 1994: Allowance For Losses $1,117,000 $ 576,000 $ 158,000 (1) $ 1,535,000 NOTES: (1) Accounts written off are net of recoveries. 13