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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED JUNE 30, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-14094
MEADOWBROOK INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2626206
(State of Incorporation) (IRS Employer Identification No.)
26600 TELEGRAPH ROAD, SOUTHFIELD, MICHIGAN 48034
(Address, zip code of principal executive offices)
(810) 358-1100
(Registrant's telephone number, including area code)
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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 period 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 aggregate number of shares of the Registrant's Common Stock, $.01 par
value, outstanding on August 8, 1996 was 8,620,000.
Total number of Pages: 13
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TABLE OF CONTENTS
PAGE
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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
Condensed Consolidated Statement of Income 3
Condensed Consolidated Balance Sheet 5
Condensed Consolidated Statements of Cash Flows 6
Management Representation 7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 8-11
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K 12
SIGNATURES 13
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PART I - FINANCIAL STATEMENT
ITEM 1 - FINANCIAL STATEMENTS
MEADOWBROOK INSURANCE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30,
(UNAUDITED)
ACTUAL PRO FORMA*
1996 1995 1995
----------- ----------- -----------
Revenues:
Net premium earned $ 41,368,745 $ 37,732,717 $ 37,732,717
Commissions and fees 8,640,842 - 8,220,599
Net investment income 3,994,529 2,345,488 2,458,119
Other (34,065) 19,004 21,133
------------ ----------- ------------
Total Revenues 53,970,051 40,097,209 48,432,568
Expenses:
Loss and loss adjustment expenses 31,321,929 30,380,359 29,237,615
Reinsurance recoveries (11,866,696) (8,364,928) (8,364,928)
------------ ------------ ----------
Net loss and loss adjustment expenses 19,455,233 22,015,431 20,872,687
Other operating costs 15,156,260 15,191,901 13,324,511
Salaries and wages 11,753,421 - 8,942,471
Interest on notes payable - 170,916 256,445
------------ ----------- ----------
Total Expenses 46,364,914 37,378,248 43,396,114
Income before income taxes 7,605,137 2,718,961 5,036,454
Federal income taxes:
Current 1,064,806 698,553 1,509,675
Deferred 654,438 (212,173) (212,173)
------------ ------------ ------------
Total income taxes 1,719,244 486,380 1,297,502
----------- ------------ ------------
Net income $ 5,885,893 $ 2,232,581 $ 3,738,952
============ ============ ============
Primary and fully diluted earnings per share $ .64 $ .49 $ .55
Weighted average number of common shares and
common share equivalents outstanding 9,242,975 4,573,706 6,778,317
*Pro forma information is presented as if the combination of Meadowbrook, Inc.
and Star Holding Company had occurred on January 1, 1995.
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PART I - FINANCIAL STATEMENT
ITEM 1 - FINANCIAL STATEMENTS
MEADOWBROOK INSURANCE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE QUARTER ENDED JUNE 30,
(UNAUDITED)
ACTUAL PRO FORMA*
1996 1995 1995
----------- ----------- -----------
Revenues:
Net premium earned $ 20,103,027 $ 19,461,834 $ 19,461,834
Commissions and fees 4,042,817 - 4,038,528
Net investment income 1,992,486 1,209,989 1,144,944
Other (38,161) 19,004 21,133
------------ ------------ ------------
Total Revenues 26,100,169 20,690,827 24,666,439
Expenses:
Loss and loss adjustment expenses 12,173,107 14,867,517 14,333,632
Reinsurance recoveries (4,426,896) (4,195,704) (4,195,704)
------------ ----------- ------------
Net loss and loss adjustment expenses 7,746,211 10,671,813 10,137,928
Other operating costs 8,455,154 8,431,391 7,282,170
Salaries and wages 5,827,875 - 4,535,658
Interest on notes payable - 86,260 130,966
------------ ------------ ------------
Total Expenses 22,092,240 19,189,464 22,086,722
Income before income taxes 4,070,929 1,501,363 2,579,717
Federal income taxes:
Current 275,935 221,492 598,915
Deferred 680,956 51,075 51,075
------------ ------------ ------------
Total income taxes 956,891 272,567 649,990
------------ ----------- ------------
Net income $ 3,114,038 $ 1,228,796 $ 1,929,727
============ ============ ============
Primary and fully diluted earnings per share $ .34 $ .27 $ .28
Weighted average number of common shares and
common share equivalents outstanding 9,243,053 4,582,396 6,787,183
*Pro forma information is presented as if the combination of Meadowbrook, Inc.
and Star Holding Company had occurred on January 1, 1995.
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MEADOWBROOK INSURANCE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
JUNE 30, DECEMBER 31,
1996 1995
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ASSETS
Investments:
Held to maturity securities, at amortized cost
(fair value of $127,837,250 and $107,555,077) $ 127,917,579 $ 105,014,287
Available for sale securities, at fair value
(cost of $2,170,243 and $2,219,606) 2,020,548 2,056,268
Cash and cash equivalents 23,802,298 41,906,577
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Total investments and cash and cash equivalents 153,740,425 148,977,132
Premium and agent balances receivable 28,250,027 29,935,087
Reinsurance recoverable on:
Paid losses 4,923,154 3,264,911
Unpaid losses 26,582,989 22,317,717
Deferred policy acquisition costs 10,417,114 9,063,989
Prepaid reinsurance premiums 11,148,170 9,826,733
Other assets 16,431,216 18,378,642
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Total assets $ 251,493,095 $ 241,764,211
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LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Losses and loss adjustment expense $ 93,475,142 $ 86,985,614
Unearned premium 47,975,941 44,392,973
Other liabilities 12,130,337 18,169,458
Commitments and contingencies - -
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Total liabilities 153,581,420 149,548,045
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SHAREHOLDERS' EQUITY:
Common stock, $.01 stated value; authorized 20,000,000 shares;
8,620,000 and 8,619,916 shares issued and outstanding 86,200 86,200
Additional paid-in capital 72,841,662 72,868,651
Retained earnings 25,082,612 19,369,118
Unrealized depreciation on available for sale securities,
net of deferred federal income taxes (98,799) (107,803)
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Total shareholders' equity 97,911,675 92,216,166
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Total liabilities and shareholders' equity $ 251,493,095 $ 241,764,211
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MEADOWBROOK INSURANCE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30,
(UNAUDITED)
1996 1995
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Net cash provided by operating activities $ 6,001,935 $ 10,654,820
Cash flows from investing activities:
Purchase of securities available for sale - (24,543)
Purchase of securities held to maturity (25,532,930) (21,352,198)
Proceeds from sale of securities available for sale 49,363 24,747
Proceeds from maturity of securities held to maturity 2,758,680 2,826,514
Proceeds from the sale of fixed assets 1,000 -
Capital expenditures (1,345,734) -
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Net cash used in investing activities (24,069,621) (18,525,480)
------------ ------------
Cash flows from financing activities:
Use of proceeds from public offering (51,193) -
Dividends (172,400) -
Issuance of common stock - 417,995
Issuance of preferred shares 187,000 -
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Net cash provided by (used in) financing
activities (36,593) 417,995
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Decrease in cash and cash equivalents (18,104,279) (7,452,665)
Cash and cash equivalents, beginning of period 41,906,577 19,018,810
------------ ------------
Cash and cash equivalents, end of period $ 23,802,298 $ 11,566,145
============ ============
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MANAGEMENT REPRESENTATION
In the opinion of management, the financial statements reflect all adjustments
of a normal recurring nature necessary for a fair presentation of the interim
periods. Interim results are not necessarily indicative of results expected
for the entire year. These financial statements should be read in conjunction
with the Company's 1995 Annual Report to Shareholders, as filed on Form 10-K to
the Securities and Exchange Commission.
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PART I - FINANCIAL INFORMATION
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE PERIODS ENDED JUNE 30, 1996 AND 1995
The results of operations for Meadowbrook Insurance Group, Inc. (the Company)
is presented on a pro forma basis as if the combination of Meadowbrook, Inc.
and Star Holding Company had occurred on January 1, 1995. This pro forma
presentation is intended to provide historical results in a manner that is
comparable to the combined Company results that will be presented in the
future.
RESULTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
Net income for the six months ended June 30, 1996 was $5.9 million, an increase
of $2.1 million, or 57.4% from $3.7 million for same period in 1995. This
increase was primarily the result of additional investment income earned from
increased invested assets from the Company's initial public offering and
overall growth in new and existing programs.
REVENUES
Revenues for the six months ended June 30, 1996 were $54.0 million, or a 11.4%
increase from 1995's revenue of $48.4 million. The details of this increase
are reflected below:
Six Month Period Ended June 30,
---------------------------------
1996 1995
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(In Thousands)
Risk management fees & commissions 8,641 8,221
Net earned premiums 41,369 37,733
Net investment income 3,994 2,458
Other (34) 21
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53,970 48,433
Risk Management Fees and Commissions
The Company's risk management fees and commission income generated from its
managed program operations and retail agency consist of the following:
Six Month Period Ended June 30,
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1996 1995
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Commissions 3,251 3,089
Management fees 2,786 2,898
Claims fees 1,380 1,070
Loss control fees 706 672
Reinsurance placement 500 490
Miscellaneous fees & charges 18 2
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8,641 8,221
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Fees and commission income increased by $420,000, or 5.1%, to $8.6 million for
the six month period ended June 30, 1996 from $8.2 million for the same period
in 1995. Fees related to the management of programs decreased by $112,000 or
3.9%, to $2.8 million from $2.9 million for the six month period ended June 30,
1995. The financial statements reflect an artificial decline in management
fees from the first half of 1995 as a result of the Company's risk management
subsidiary accruing approximately $280,000 in fees which were not expensed by
the insurance subsidiaries (and therefore not eliminated). Claims fees
increased $310,000 due to the handling of workers' compensation claims in
addition to the other lines processed for an existing client since June of
1995. Loss control fees increased by $34,000, or 5.1%, to $706,000 from
$672,000 for the same period in 1995. The majority of this was related to new
services provided to existing programs and increased activity and rate changes
on existing programs.
Insurance Premiums
The Company's premiums for the six months ended June 30, 1996 were down
from the same period in 1995. In total, gross premiums written were down $3.2
million, or 5.2%, to $59.2 million for the period ended June 30, 1996 from
$62.4 million for the same period in 1995. Approximately $2.4 million of this
decline was from retrospectively-rated programs, due in part to one
retrospectively-rated program developing into a self-insured program now being
serviced by the Company's risk management subsidiary rather than the insurance
subsidiaries. Another retrospectively-rated program had unusually high
premiums written in the first half of 1995 as a result of audit premiums from
prior years. In both instances the Company's bottom line was not impacted due
to the nature of the policies. An additional $2.0 million of the decline was
from a reduction in the accrual for residual market loads assessed in states in
which the Company writes business. The other significant decline was the
result of the Company's conscious decision to eliminate one program and to
reduce premium writings in another, accounting for an additional decline of
$2.5 million. If the above items were excluded, the Company would have shown
an increase in premiums of $3.6 million, or 6.8% increase for the first half of
1996 compared to the same period in 1995.
Net premiums written decreased by $4.9 million, or 10.3%, to $43.1 million for
the period ended June 30, 1996 from $48.0 million for the same period in 1995.
This decline was due to the program changes mentioned above as well as the
introduction of a captive insurance company on a previously fully insured
program which increased the ceded premium by $3.6 million. If the Company would
have excluded the items mentioned above there would have been an increase of
$3.6 million, or 11.5%.
Net premiums earned increased by $3.6 million, or 9.6%, to $41.4 million for
the period ended June 30, 1996 from $37.7 million for the same period in 1995.
The growth in net earned premium was due to the maturing of the growth of both
the surety bonds and the Massachusetts workers' compensation programs.
Net Investment Income
Net investment income increased by $1.5 million, or 62.5%, to $4.0 million for
the six months ended June 30, 1996 from $2.5 million for the same period in
1995. This increase was due to an overall increase in invested assets of $54
million. The weighted average yield on invested assets on an after-tax basis
was 4.6% for the six months ended June 30, 1996 and 1995. In general, the
Company's overall yield on a pre-tax basis was not at the level anticipated but
was more in line with expectations on an after-tax basis. Purchases of
securities were more heavily tax-exempt than originally expected which was
demonstrated by a decline in the Company's overall tax rate.
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EXPENSES
Total expenses increased $2.9 million, or 6.8%, to $46.3 million at June 30,
1996 from $43.4 million for the same period in 1995.
Six Month Period Ended June 30,
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(In Thousands) 1996 1995
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Loss and loss adjustment expenses incurred 19,455 20,873
Salaries & employee benefits 11,753 8,942
Other operating expenses: 15,156 13,581
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46,364 43,396
Loss and Loss Adjustment Expenses (LAE) Incurred
Loss and LAE incurred decreased by $1.4 million, or 6.8%, to $19.5 million for
the six months ended June 30, 1996 from $20.9 million for the same period in
1995. The loss and LAE ratio for the current period was 50.2% as compared to
58.3% for the same period in 1995. A major reason for the 8.1% decline in the
loss and LAE ratio was the reduction of the residual market participation which
lowered the loss and LAE ratio by 4.5 points or $2.6 million in ultimate loss
and LAE. Additionally the Company's direct business was favorably impacted by
the elimination of one program, the reduction in writings in another program and
favorable experience in several core programs.
Salaries and Employee Benefits
Salaries and employee benefits increased by $2.8 million, or 31.4%, to $11.8
million for the six months ended June 30,1996 compared to $8.9 million for the
same period in 1995. A major reason for this increase was the expansion of the
bond operation in mid-1995. While overall payroll increased at a relatively
high rate, the average salaries and wages per person declined slightly for the
first six months of 1996 compared to the same period in 1995.
Other Operating Expenses
Other operating expenses increased $1.8 million, or 13.7%, to $15.1 million for
the six months ended June 30, 1996 from $13.3 million for the same period in
1995. The higher operating expenses resulted from additional costs related to
increased staff (i.e. space, technology and communication equipment).
Federal Income Taxes
The provision for income taxes was $1.7 million for the six months ended June
30, 1996, and $1.3 million for the same period in 1995, representing effective
tax rates of 22.6% and 25.8%, respectively. The decline in the Company's tax
rate was due to the first half of 1995 including an over-accrual of tax expense
from 1994 of approximately $95,000, that increased the rate from 23.9%, or 1.9
points. In general the Company's tax rate is lower than the statutory rate
because of the Company's emphasis on purchasing tax-exempt securities.
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FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995
Net income for the quarter ended June 30, 1996 was $3.1 million, an increase of
$1.2 million or 61.4% from the same period in 1995. As previously mentioned
this increase was due to higher investment income and improved underwriting
results.
REVENUES
Revenues increased by $1.4 million, or 5.8%, to $26.1 million for the quarter
ended June 30, 1996 compared to $24.7 million for the same period in 1995.
Management fees and commission were unchanged, while earned premium increased
3.3% and investment income increased 74.0% for the quarter. As previously
mentioned, the increase in earned premium was primarily due to the maturing of
the growth of several programs. The increase in investment income was
generated from an overall increase in invested assets from the proceeds of the
Company's initial public offering in November 1995.
EXPENSES
The most significant decrease in expenses was in loss and LAE which was $7.7
million for the quarter ended June 30, 1996, a decline of $2.4 million or 23.6%
from the same period in 1995. This was a direct result of the lower residual
market premium, favorable loss experience on retrospectively programs and
improved results on other core programs. This improvement in the loss and LAE
ratio was offset by increases in salaries & employee benefits and other
operating expenses which increased $1.3 million and $1.2 million, respectively.
The increase in both expense categories was the result of the addition of the
bond operation in July, 1995 as well as additional staff and related expenses
to sustain growth.
Federal Income Taxes
The provision for income taxes increased to $307,000 for the six months ended
June 30, 1996 from $650,000 for the same period in 1995, representing effective
tax rates of 23.5% and 25.2%, respectively. The decline in the tax rates
reflects the Company's current policy of increased investment in tax-exempt
securities
LIQUIDITY AND CAPITAL RESOURCES
The principal sources of funds for the Company are premiums, investment income
and proceeds from the maturity of invested assets from insurance operations,
and risk management fees and commissions from clients and client captives, and
agency commissions from the Company's risk management operations. Funds used
are primarily for the payments of claims, commissions, salaries and employee
benefits and other operating expenses. In addition, the Company has a high
volume of intercompany transactions due to the insurance operations paying
management fees to the risk management operations. These fees are subject to
regulatory approval by state insurance departments.
Cash flow from operations for the period ended June 30, 1996 was $6.0 million
as compared to $10.7 million for the same period in 1995. The Company's
positive cash flow is supplemented by $23.8 million in cash and cash
equivalents. In addition, the Company has no debt outstanding. The
combination of these factors continues to demonstrate the Company's strong
liquidity.
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PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
(A) The following documents are filed as part of this Report:
Exhibit
No. Description
- - ------- ----------------------------------------------
11 Statement re computation of per share earnings
27 Financial Data Schedule
(B) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the quarter ended
June 30, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MEADOWBROOK INSURANCE GROUP, INC.
By:/s/ DANIEL G. GIBSON
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Daniel G. Gibson
Chief Financial Officer
Dated: August 13, 1996
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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11 Statement re computation of per share earnings
27 Financial Data Schedule