1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the Period Ended March 31, 2001.
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition Period From ________________to____________
Commission file number 0-21230
-------
Midwest Medical Insurance Holding Company
---------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-1625287
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7650 Edinborough Way, Suite 400
Minneapolis, Minnesota 55435-5978
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
952-838-6700
----------------------------------------------------
(Registrant's telephone number, including area code)
Not applicable
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---- ----
The number of shares outstanding of the issuer's classes of common stock as of
March 31, 2001:
Class B Common Stock, $1,000 par value - 1 share
Class C Common Stock, no par value - 8,362 shares
1
2
INDEX
Midwest Medical Insurance Holding Company
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets - March 31, 2001 and
December 31, 2000
Condensed consolidated statements of income - Three months
ended March 31, 2001 and 2000
Condensed consolidated statements of cash flows - Three months
ended March 31, 2001 and 2000
Notes to condensed consolidated financial statements - March 31, 2001
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
2
3
Part I. Financial Information
Item 1. - Financial Statements
MIDWEST MEDICAL INSURANCE HOLDING COMPANY and SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Dollars in thousands)
March 31 December 31
2001 2000
-------- -----------
(Unaudited) (Note A)
ASSETS
Fixed maturities at fair value (cost:
2001 $130,336; 2000 $148,832) $133,946 $146,516
Equity securities at fair value (cost:
2001 $42,360; 2000 $49,739) 62,790 86,418
Short-term investments 32,429 19,587
Other investments 21,410 10,915
-------- --------
250,575 263,436
Cash 1,017 976
Accrued investment income 2,220 2,286
Premiums receivable - Note C 29,742 6,214
Reinsurance recoverable on paid and unpaid losses 15,745 18,833
Amounts due from reinsurers 5,748 1,390
Other assets 11,312 8,606
-------- --------
Total assets $316,359 $301,741
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Unpaid losses and loss adjustment expenses $115,516 $118,478
Unearned premiums - Note C 44,530 12,050
Policyholder dividends - Note D 6,051 8,108
Deferred income taxes 3,283 6,635
Amounts due to reinsurers 7,231 5,248
Other liabilities - Note C 4,773 10,624
-------- --------
181,384 161,143
SHAREHOLDERS' EQUITY
Class B Common Stock; authorized, issued and
outstanding 1 share; $1,000 par value 1 1
Class C Common Stock; authorized 300,000 shares,
issued and outstanding 8,362 shares in 2001
and 7,961 shares in 2000; no par value -- --
Paid-in capital 12,789 12,789
Retained earnings 105,408 104,524
Accumulated other comprehensive income:
Net unrealized appreciation of investments 16,777 23,284
-------- --------
134,975 140,598
-------- --------
Total liabilities and shareholders' equity $316,359 $301,741
======== ========
See notes to condensed consolidated financial statements.
3
4
MIDWEST MEDICAL INSURANCE HOLDING COMPANY and SUBSIDIARIES
Condensed Consolidated Statements of Income
(Dollars in thousands)
(Unaudited)
Three months ended
March 31
--------------------
2001 2000
------- -------
Revenues:
Net premiums earned $11,584 $10,014
Net investment income 3,006 2,952
Net realized capital gains 2,298 6,516
Other 742 752
------- -------
17,630 20,234
Losses and expenses:
Losses and loss adjustment expenses 11,709 10,449
Underwriting, acquisition and
insurance expenses 2,709 2,682
Other operating expenses 1,828 1,759
------- -------
16,246 14,890
------- -------
Income before income tax expense 1,384 5,344
Income tax expense - Note B 500 1,849
------- -------
Net income $ 884 $ 3,495
======= =======
See notes to condensed consolidated financial statements.
4
5
MIDWEST MEDICAL INSURANCE HOLDING COMPANY and SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
Three months ended
March 31
-----------------------
2001 2000
-------- --------
OPERATING ACTIVITIES
Net income $ 884 $ 3,495
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Increase in premiums receivable (23,528) (21,740)
(Increase) decrease in amounts due from
reinsurers (4,358) 1,095
Increase in unearned premiums 32,480 29,411
Decrease in policyholder dividends (2,057) (2,547)
Decrease in other liabilities (5,851) (4,268)
Net realized capital gains (2,298) (6,516)
Other changes, net (524) (2,416)
-------- --------
(5,252) (3,486)
INVESTING ACTIVITIES
Purchases of fixed maturity investments and
equity securities (33,045) (26,234)
Sales of fixed maturity investments and equity
securities 49,181 26,750
Maturities and calls of fixed maturity investments 2,000 2,550
Net purchase of short-term investments (12,843) (1,115)
-------- --------
5,293 1,951
FINANCING ACTIVITIES
Redemption of Class A Common Stock -- (234)
-------- --------
Increase (decrease) in cash 41 (1,769)
Cash at beginning of year 976 1,821
-------- --------
CASH AT MARCH 31 $ 1,017 $ 52
======== ========
See notes to condensed consolidated financial statements.
5
6
MIDWEST MEDICAL INSURANCE HOLDING COMPANY and SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2001
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited interim condensed consolidated financial statements
of Midwest Medical Insurance Holding Company and its subsidiaries have been
prepared in accordance with accounting principles generally accepted in the
United States 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 notes required by accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for any interim period are not necessarily indicative of the results
that may occur for the full year. These interim financial statements should be
read in conjunction with the 2000 consolidated financial statements and notes
thereto included in Midwest Holding's Annual Report on Form 10-K as filed with
the Securities and Exchange Commission.
The balance sheet at December 31, 2000 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete financial statements.
Certain amounts applicable to prior periods have been reclassified to conform to
the classifications followed in the current year. All intercompany amounts have
been eliminated.
NOTE B -- INCOME TAXES
The Company calculates its income tax provision for interim periods by
estimating its annual effective tax rate and applying this rate to the income of
the interim period. The estimated annual effective tax rates used for the
three-month periods ended March 31, 2001 and 2000 were approximately 36% and
35%, respectively.
NOTE C -- UNEARNED PREMIUMS, PREMIUMS RECEIVABLE and OTHER LIABILITIES
The majority of Midwest Medical's insurance policies expire at December 31 and
renew on January 1 of each year. As a result, the majority of the unearned
premium amount at March 31, 2001 represents nine months of unearned premium for
every active policy renewed or newly written on January 1, 2001 with an
expiration date of December 31, 2001. At December 31, 2000, most active 2000
policies expired and therefore had no unearned premium.
Of the total unearned premium balance of $12,050,000 at December 31, 2000,
$6,200,000 is reserved to recognize Midwest Medical's obligation to provide
reporting endorsement coverage without additional premium upon the death,
disability or retirement of policyholders. That same amount is also included in
the unearned premium balance at March 31, 2001 and represents the actuarially
determined present value of future benefits to be provided less the present
value of future revenues to be received.
6
7
NOTE C -- UNEARNED PREMIUMS, PREMIUMS RECEIVABLE and OTHER LIABILITIES
(continued)
The increase of $23,528,000 in premiums receivable from December 31, 2000 to
March 31, 2001 is primarily due to the renewal of most active policies on
January 1. The full year's premium is recorded as written and collectible at
January 1. Premiums may be paid annually or quarterly and each year's premium is
nearly all collected during the year. The receivable balance remaining at the
end of the year primarily relates to the small number of policies underwritten
by Midwest Medical that have other than December 31 expiration dates.
Of the total other liabilities balance of $10,624,000 at December 31, 2000,
$5,237,000 is for premium payments received from policyholders in advance of
their January 1, 2001 policy renewal. No advance premium payments were recorded
at March 31, 2001.
NOTE D -- POLICYHOLDER DIVIDENDS
In 1999, Midwest Medical instituted a policyholder dividend program that
replaced the previous retrospective premium credit program for physicians. To
implement the program, Midwest Medical issued participating policy endorsements
to all active physician, clinic and hospital accounts during 1999 and 2000.
Participating policies represented 97% and 96% of total premiums in force and
premium income at March 31, 2001 and December 31, 2000, respectively.
The $8,000,000 of physician and clinic policyholder dividends declared in 2000
is awarded proportionately based on annual premiums for physician and clinic
policyholders that were insured by Midwest Medical in 1996 and remain insured
throughout 2001. The dividend will be paid in four equal installments in
February, May, August and November 2001.
The $108,000 of hospital policyholder dividends declared in 2000 is awarded
based on the number of years insured with Midwest Medical and will be paid
within two months after the hospital policy renews in 2001.
NOTE E -- SEGMENT INFORMATION
The Company is organized into five legal entity business segments. The segments
are described under the "Background" section in Item 1 of the 2000 Annual Report
on Form 10-K. The following financial information summarizes the results of
operations and total assets reported by the Company's five business segments for
the three months ended March 31, 2001 and 2000 (in thousands).
7
8
NOTE E -- SEGMENT INFORMATION (continued)
Three months ended March 31, 2001
--------------------------------------------------------------------------------------------------
Midwest Midwest
Holding Medical Services Solutions MedPower Eliminations(1) Consolidated
--------- -------- -------- --------- -------- --------------- ------------
Revenues:
External customers $ -- $ 11,573 $ 505 $ 171 $ 77 $ -- $ 12,326
Intersegment 3,792 -- -- 21 -- (3,813) --
Net investment income 15 2,974 3 7 7 -- 3,006
Other(2) 28 2,270 -- -- -- -- 2,298
--------- -------- ------- ------- ------- --------- --------
3,835 16,817 508 199 84 (3,813) 17,630
Total expenses 4,091 14,419 626 757 166 (3,813) 16,246
--------- -------- ------- ------- ------- --------- --------
(Loss) income before
income taxes (256) 2,398 (118) (558) (82) -- 1,384
Income tax (benefit)
expense (82) 839 (39) (190) (28) -- 500
--------- -------- ------- ------- ------- --------- --------
Net (loss) income $ (174) $ 1,559 $ (79) $ (368) $ (54) $ -- $ 884
========= ======== ======= ======= ======= ========= ========
Total assets $ 147,455 $317,449 $ 3,056 $ 3,101 $ 1,141 $(155,843) $316,359
========= ======== ======= ======= ======= ========= ========
(1) Intersegment eliminations for revenues and expenses are primarily for
management and administrative services provided by Midwest Holding.
Eliminations for assets consist primarily of investments in
wholly-owned subsidiaries, intersegment receivables and payables for
management fees, an intersegment loan, and reclassifications between
assets and liabilities primarily for taxes.
(2) Other revenues consist primarily of net realized capital gains.
8
9
NOTE E -- SEGMENT INFORMATION (continued)
Three months ended March 31, 2000
--------------------------------------------------------------------------------------------------
Midwest Midwest
Holding Medical Services Solutions MedPower Eliminations(1) Consolidated
--------- -------- -------- --------- -------- --------------- ------------
Revenues:
External customers $ -- $ 10,317 $ 360 $ 10 $ 79 $ -- $ 10,766
Intersegment 4,374 -- -- 7 -- (4,381) --
Net investment income (213) 2,903 5 2 6 249 2,952
Other(2) 84 6,432 -- -- -- -- 6,516
--------- -------- ------- ------- ------- --------- --------
4,245 19,652 365 19 85 (4,132) 20,234
Total expenses 4,374 13,417 433 572 226 (4,132) 14,890
--------- -------- ------- ------- ------- --------- --------
(Loss) income before
income taxes (129) 6,235 (68) (553) (141) -- 5,344
Income tax (benefit)
expense (39) 2,146 (22) (188) (48) -- 1,849
--------- -------- ------- ------- ------- --------- --------
Net (loss) income $ (90) $ 4,089 $ (46) $ (365) $ (93) $ -- $ 3,495
========= ======== ======= ======= ======= ========= ========
Total assets $ 164,131 $336,582 $ 2,233 $ 2,325 $ 1,255 $(161,747) $344,779
========= ======== ======= ======= ======= ========= ========
(1) Intersegment eliminations for revenues and expenses are primarily for
management, administrative and investment services provided by Midwest
Holding. Eliminations for assets consist primarily of investments in
wholly-owned subsidiaries, intersegment receivables and payables for
management fees and reclassifications between assets and liabilities
primarily for taxes and reinsurance.
(2) Other revenues consist primarily of net realized capital gains.
9
10
NOTE F -- COMPREHENSIVE INCOME
The components of Midwest Holding's comprehensive income are net income and
changes in net unrealized appreciation of investments. Total comprehensive
income was $(5,622,000) and $4,496,000 for the three months ended March 31, 2001
and 2000, respectively.
Item 2. -- Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
The following analysis of the financial condition and results of operations of
Midwest Holding and its wholly-owned subsidiaries, Midwest Medical, MMIHC
Insurance Services, Inc., Midwest Medical Solutions, Inc., and MedPower
Information Resources, Inc. should be read in conjunction with the condensed
consolidated financial statements and notes thereto included in this report.
Midwest Holding and its subsidiaries are collectively referred to as the Company
unless the reference pertains to a specific entity.
Capital Resources and Liquidity
The majority of Company's assets, 79% at March 31, 2001 and 87% at December 31,
2000, are invested in investment-grade bonds, equities and short-term
instruments. The Company's investments in debt and equity securities are
classified as available for sale and are therefore carried at fair value. Other
investments consist of equity interests in non-traded real estate investment
trusts (REIT) that are also classified as available for sale and are recorded at
the fair value determined by the most recent independent appraisal. The Company
purchased an additional $10,000,000 of the REIT in the first quarter of 2001
bringing its ownership interest in the REIT to approximately 7% of the total
shares outstanding. The purchase used proceeds from sales of equity securities
and was made to capture the current attractive yield on the REIT, approximately
8.5%, and to reduce the Company's portfolio allocation to equities to a level
more consistent with the rest of the medical malpractice insurance industry. The
Company believes that this will also help to reduce the volatility in the market
value of the total investment portfolio.
Operations generated $(5,252,000) of negative cash flow during the first three
months of 2001 compared to $(3,486,000) of negative cash flow for the same
period of 2000. Greater reinsurance, claims and tax payments in the first
quarter of 2001 caused the increase in negative operating cash flow. This was
partially offset by greater premium volume and lower policyholder dividend
payments. The Company believes that its cash, investments and internally
generated funds will be sufficient to meet normal operating requirements.
Shareholders' equity decreased by $(5,623,000) during the first three months of
2001. Net income of $884,000 was offset by net unrealized losses in the fair
value of investments, net of deferred taxes, of $(6,507,000).
10
11
Results of Operations
Net premiums earned increased $1,570,000 for the first three months of 2001
compared to the same period of 2000. New business generated approximately
$721,000 of additional earned premium. A 5% premium rate increase for Iowa
policyholders contributed to the increase as well. Due to easing of competitive
pressures resulting from the hardening of the medical malpractice insurance
market, Midwest Medical was also able to be more selective in awarding premium
discounts. The increase in premium volume generated additional reinsurance costs
that partially offset the above factors.
Net capital gains of $2,298,000 were realized during the first three months of
2001, a decrease of $(4,218,000) over the same period in 2000. Equities selected
by the outside, domestic equity manager were sold in the first quarter of 2001
to fund the additional REIT purchase of $10,000,000. Appreciated technology
common stocks were sold in the first quarter of 2000 to maintain appropriate
equity portfolio diversification. The decrease in realized capital gains are
largely due to the drop in equity market values over the past year. Future
levels of realized capital gains or losses are difficult to predict as
investment managers purchase and sell securities in response to investment
policy guidelines and changing market conditions.
Although other revenues decreased slightly to $742,000 for the first three
months of 2001 from $752,000 for the same period of 2000, the composition of
other revenues changed. Midwest Medical no longer separately assesses finance
charges on premium billings to Midwest Medical policyholders. Instead, Midwest
Medical factors finance charges into premium rate levels. Finance charges of
$303,000 were included in other revenues for the first quarter of 2000.
Offsetting this decrease were a $174,000 increase in Solutions' revenues
primarily from the information technology consulting division and a $145,000
increase in Services' revenues primarily from additional commission income
earned on new business.
Losses and loss adjustment expenses increased $1,260,000 for the first three
months of 2001 versus 2000. The increase in 2001 is primarily due to the growth
in Midwest Medical business and the corresponding exposure. Since the effects of
interim claim frequency and severity statistics are not actuarially analyzed,
incurred losses are estimated during the interim using historical company data,
known trends and management's judgment. Loss development for the first three
months of 2001 were in line with management's expectations and nothing came to
management's attention during this period that would materially alter loss
expectations for the remainder of the year.
Underwriting, acquisition and insurance expenses increased $27,000 for the first
three months of 2001 compared to the same period in 2000. The increase in
premium volume drove additional commission expense in the first three months of
2001.
Other operating expenses increased $69,000 for the first three months of 2001
compared to the same period in 2000. Additional staff for Solutions' technology
consulting and practice management businesses and greater commissions paid to
Services' producers accounted for most of the increase. These increases were
partially offset by lower consulting and depreciation expenses in Midwest
Holding and MedPower.
11
12
Results of Operations (continued)
As a result of the factors discussed above, the Company recorded net income of
$884,000 for the three months ended March 31, 2001 compared to net income of
$3,495,000 for the same period of 2000.
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:
1. the impact of changing market conditions on the Company's business
strategy;
2. the effects of increased competition on pricing, coverage terms, retention
of customers and ability to attract new customers;
3. greater severity or frequency of the types of losses that the Company
insures;
4. faster or more adverse loss development experience than what the Company
had based its underwriting, reserving, and investment practices;
5. developments in global financial markets which could adversely affect the
performance of the Company's investment portfolio;
6. litigation, regulatory or tax developments which could adversely affect the
Company's business;
7. risks associated with the introduction of new products and services;
8. dependence on key personnel; and
9. the impact of mergers and acquisitions.
The facts set forth above should be considered in reviewing 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 foregoing list of
important factors. By this cautionary note, the Company intends to rely upon the
safe harbor from liability with respect to forward-looking statements provided
by Section 27A and Section 21E referred to above.
Item 3. -- Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of loss that may occur when fluctuations in interest and
foreign currency exchange rates and equity and commodity prices change the value
of a financial instrument. Both derivative and nonderivative financial
instruments have market risk. The Company is primarily exposed to interest rate
risk on its investment in fixed maturities, equity price risk on its investment
in equity securities, and foreign currency exchange rate risk on its investment
in international equity securities.
12
13
Item 3. -- Quantitative and Qualitative Disclosures About Market Risk
(continued)
Based on the effective duration of the fixed maturity investment portfolio, an
abrupt 100 basis point increase in interest rates along the entire interest rate
yield curve would adversely affect the fair value of fixed maturity investments
by approximately $5,400,000 at March 31, 2001 compared to $6,500,000 at December
31, 2000.
Based primarily on past annual performance relative to the Standard & Poors 500
Market Index (S&P 500), an abrupt ten percent decrease in the S&P 500 would
adversely affect the fair value of equity securities by approximately $7,500,000
at March 31, 2001 compared to $10,400,000 at December 31, 2000.
No material change occurred in the foreign currency exchange rate risk on the
investment in international equity securities since the year ended December 31,
2000.
The Company believes that there would be no material effect on its net income
and cash flows in any of the above scenarios. This effect on net income and cash
flows does not consider the possible effects a change in economic activity could
have in such an environment. Investors, customers, regulators and legislators
could respond to these fluctuations in ways the Company cannot foresee. Because
the Company cannot be certain what specific actions would be taken and their
effects, the above sensitivity analyses assume no significant changes in the
Company's financial structure.
Part II. Other Information
Item 6. -- Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
13
14
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Midwest Medical Insurance Holding Company
-------------------------------------------
(Registrant)
Date May 10, 2001 /s/ David P. Bounk
-------------------- -------------------------------------
David P. Bounk
President and Chief Executive Officer
Date May 10, 2001 /s/ Niles Cole
-------------------- -------------------------------------
Niles Cole
Vice President and
Principal Financial Officer and
Principal Accounting Officer
14