1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended JUNE 30, 1996 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 0-19439 MAIC Holdings, Inc. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Alabama 63-0720042 - --------------------------------- --------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation of organization) 100 Brookwood Place, Birmingham, AL 35209 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (205) 877-4400 ------------------------------ (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (l) 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 . --- --- As of June 30, 1996, there were 9,369,832 shares of the registrant's common stock outstanding. Page 1 of 14 2 Table of Contents Part I - Financial Information Item l. Condensed Consolidated Financial Statements (Unaudited) of MAIC Holdings, Inc. and Subsidiaries Condensed Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Condensed Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . 4 Condensed Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . 5 Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . 9 Part II - Other Information Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 3 MAIC Holdings, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) June 30 December 31 1996 1995 -------------- ------------ Assets Investments: Fixed maturities available for sale, at market value $ 484,300,808 $483,734,285 Equity securities available for sale, at market value 8,777,843 6,614,805 Real estate, net 11,660,100 11,816,165 Investment in unconsolidated affiliate 3,585,612 3,534,585 Short-term investments 29,211,671 38,298,141 -------------- ------------ Total investments 537,536,034 543,997,981 Cash and cash equivalents 20,324,857 4,238,067 Premiums receivable 35,335,578 20,416,767 Receivable from reinsurers 96,935,454 80,467,711 Prepaid reinsurance premiums 22,215,474 13,271,997 Deferred taxes 36,346,424 29,339,519 Other assets 27,178,240 28,746,446 -------------- ------------ $ 775,872,061 $720,478,488 ============== ============ Liabilities, minority interests and stockholders' equity Liabilities: Policy liabilities and accruals: Reserve for losses and loss adjustment expenses $ 457,237,316 $432,945,449 Unearned premiums 63,308,577 47,319,355 Reinsurance premiums payable 27,589,570 18,338,773 -------------- ------------ Total policy liabilities 548,135,463 498,603,577 Income taxes payable 3,641,277 2,090,222 Other liabilities 14,692,614 11,771,560 -------------- ------------ Total liabilities 566,469,354 512,465,359 Commitments and contingencies - - Minority interests 2,051,171 1,982,870 Stockholders' equity: Common stock, par value $1 per share; 100,000,000 shares authorized; 9,376,956 shares issued including shares held in treasury 9,376,956 9,376,956 Additional paid-in capital 92,012,826 92,012,826 Net unrealized gains on securities available for sale, net of deferred taxes of $90,310 and $7,195,663, respectively 167,718 13,363,374 Retained earnings 105,932,344 91,415,411 -------------- ------------ 207,489,844 206,168,567 Less treasury stock at cost, 7,124 shares (138,308) (138,308) -------------- ------------ Total stockholders' equity 207,351,536 206,030,259 -------------- ------------ $ 775,872,061 $720,478,488 ============== ============ See accompanying notes. 3 4 MAIC Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Income (Unaudited) Three Months Ended Six Months Ended June 30 June 30 -------------------------- ------------------------------ 1996 1995 1996 1995 ------------ ----------- ------------- -------------- Revenues: Direct and assumed premiums written $ 28,987,940 $22,762,720 $ 71,586,022 $ 61,838,184 ============ =========== ============= ============== Premiums earned $ 29,866,591 $23,538,717 $ 58,885,298 $ 46,033,735 Premiums ceded (9,033,660) (5,096,266) (16,974,715) (9,756,198) ------------ ----------- ------------- -------------- Net premiums earned 20,832,931 18,442,451 41,910,583 36,277,537 Net investment income 7,196,459 7,609,765 15,919,062 14,607,348 Other income 865,272 1,507,899 1,324,579 2,022,618 ------------ ----------- ------------- -------------- Total revenues 28,894,662 27,560,115 59,154,224 52,907,503 Expenses: Losses and loss adjustment expenses 22,154,140 19,963,607 47,561,395 39,003,619 Reinsurance recoveries (8,844,071) (6,306,414) (18,219,279) (11,402,588) ------------ ----------- ------------- -------------- Net losses and loss adjustment expenses 13,310,069 13,657,193 29,342,116 27,601,031 Underwriting, acquisition and insurance expenses 5,173,050 4,155,405 10,907,266 8,212,054 ------------ ----------- ------------- -------------- Total expenses 18,483,119 17,812,598 40,249,382 35,813,085 ------------ ----------- ------------- -------------- Income before income taxes and minority interests 10,411,543 9,747,517 18,904,842 17,094,418 Provision for income taxes: Current expense 1,550,205 3,546,600 4,221,166 6,852,865 Deferred expense (benefit) 1,164,772 (1,253,413) 98,448 (3,109,057) ------------ ----------- ------------- -------------- 2,714,977 2,293,187 4,319,614 3,743,808 ------------ ----------- ------------- -------------- Income before minority interests 7,696,566 7,454,330 14,585,228 13,350,610 Minority interests (35,869) (222,977) (68,300) (85,504) ------------ ----------- ------------- -------------- Net income $ 7,660,697 $ 7,231,353 $ 14,516,928 $ 13,265,106 ============ =========== ============= ============== Earnings per share: Net Income $ 0.82 $ 0.77 $ 1.55 $ 1.42 ============ =========== ============= ============== Weighted average number of common shares outstanding 9,369,832 9,369,408 9,369,832 9,369,408 ============ =========== ============= ============== See accompanying notes. 4 5 MAIC Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30 ------------------------------ 1996 1995 ------------- ------------- Operating activities Net Income $ 14,516,928 $ 13,265,106 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization (163,435) 963,315 Net realized gain on sale of Investments (542,256) (1,415,199) Deferred income taxes 98,448 (3,109,057) Other (32,712) 60,812 Changes in assets and liabilities: Premiums receivable (14,918,811) (16,997,063) Income taxes receivable/payable 1,551,055 2,725,603 Receivable from reinsurers (16,467,743) (7,774,987) Prepaid reinsurance premiums (8,943,477) (14,739,453) Other assets 2,726,899 1,444,795 Reserve for losses and loss adjustment expenses 24,291,867 20,732,552 Unearned premiums 15,989,222 25,389,999 Reinsurance premiums payable 9,250,797 4,934,767 Other liabilities 2,921,054 (1,442,426) ------------- ------------- Net cash provided by operating activities 30,277,836 24,038,764 Investing activities Purchases of fixed maturities available for sale (77,453,992) (74,361,983) Proceeds from sale or maturities of fixed maturities available for sale 54,657,103 49,240,521 Net decrease in short-term investments 9,086,677 15,707,576 Purchase of subsidiaries - (4,059,978) Other (480,834) (1,030,919) ------------- ------------- Net cash used in investing activities (14,191,046) (14,504,783) Financing activities Loan payment - (811,098) ------------- ------------- Net cash used in financing activities - (811,098) Increase in cash and cash equivalents 16,086,790 8,722,883 Cash and cash equivalents at beginning of period 4,238,067 5,021,971 ------------- ------------- Cash and cash equivalents at end of period $ 20,324,857 $ 13,744,854 ============= ============= See accompanying notes. 5 6 MAIC Holdings, Inc. and Subsidiaries Notes to the Condensed Consolidated Financial Statements (Unaudited) 1. PLAN OF EXCHANGE AND REORGANIZATION MAIC Holdings, Inc. is a Delaware corporation formed by Mutual Assurance, Inc. to serve as a holding company for Mutual Assurance and subsidiaries. On August 31, 1995, Mutual Assurance and MAIC Holdings, Inc. consummated an Agreement and Plan of Exchange which was accounted for in a manner similar to a pooling of interests. Under the terms of the agreement, Mutual Assurance shareholders exchanged the 8,846,429 of issued and outstanding shares, par value $1 per share, for an equal amount of shares of the common stock of MAIC Holdings, Inc., par value $1 per share. The common stock of MAIC Holdings, Inc. succeeded Mutual Assurance common stock for trading on the Nasdaq/NMS under the trading symbol "MAIC." At December 31, 1995, MAIC Holdings, Inc. had 100 million shares of authorized common stock and 50 million shares of authorized preferred stock. The Board of Directors has the authorization to determine the provisions for the issuance of shares of the preferred stock, including the number of shares to be issued and the designations, powers, preferences and rights, and the qualifications, limitations or restrictions of such shares. At June 30, 1996, the Board of Directors had not authorized the issuance of any preferred stock nor determined any provisions for the preferred stock. 2. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements include the accounts of MAIC Holdings, Inc. and its wholly and majority owned subsidiaries, together referred to as the Company. The financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with 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 generally accepted accounting principles 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 the six month period ended June 30, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. For further information refer to the December 31, 1995 audited consolidated financial statements and accompanying notes. 3. INCOME TAXES Income tax expense differs from the normal relationship to financial statement income principally because of tax-exempt interest income. 4. RESERVES FOR LOSSES AND LOSS ADJUSTMENT EXPENSES The reserves for losses and loss adjustment expenses represent management's best estimate of the ultimate cost of all losses incurred but unpaid. Incurred losses and loss adjustment expenses for the six month periods ending June 30, 1996 and 1995 were principally based on the application of an expected loss ratio to premiums earned. These loss ratios take into consideration prior loss experience, loss trends, the Company's loss retention levels, changes in frequency and severity of claims and rates charged. 6 7 MAIC Holdings, Inc. and Subsidiaries Notes to the Condensed Consolidated Financial Statements (Unaudited) 5. INVESTMENTS Proceeds from sales of investments in fixed maturities available for sale, excluding prepayments of mortgage-backed securities, were $34,331,914 and $38,132,064 during the six months ended June 30, 1996 and 1995, respectively. Gross gains and losses from sales and prepayments of investments in fixed maturities available for sale are included in other income as follows: Six Months Ended June 30 -------------------------------------- 1996 1995 ----------------- ----------------- Gross gains excluding prepayments of mortgage-backed securities $ 947,469 $ 1,475,280 Gross losses excluding prepayments of mortgage-backed securities (243,443) (18,959) Gross gains from prepayments of mortgage-backed securities 32,253 41,281 Gross (losses) from prepayments of mortgage-backed securities (211,742) (82,402) ---------------- ---------------- Net gain (loss) from sales and prepayments $ 524,537 $ 1,415,199 ================ ================ The amortized cost of fixed maturities and equity securities available for sale was $492,820,644 and $469,789,477 at June 30, 1996 and December 31, 1995, respectively. 6. EARNINGS PER SHARE On December 14, 1995 the Board of Directors declared a 6% stock dividend. Cash was paid to shareholders for fractional shares. Earnings per share data for 1995 has been restated as if the 1995 dividend had been declared on January 1, 1995. 7. COMMITMENTS AND CONTINGENCIES The Company is involved in various legal actions arising primarily from claims made under insurance policies. The legal actions arising from claims made under insurance policies have been considered by the Company in establishing its reserves. While the outcome of all legal actions is not presently determinable, the Company's management and its legal counsel are of the opinion that the settlement of these actions will not have a material adverse effect on the Company's financial position or results of operations. 7 8 MAIC Holdings, Inc. and Subsidiaries Notes to the Condensed Consolidated Financial Statements (continued) (Unaudited) 8. BUSINESS EXPANSION Effective January 1, 1995 the Company purchased 51.7% of the outstanding capital voting stock of PIC-Indiana, an Indiana provider of medical malpractice insurance. During 1995 the Company acquired additional shares of the PIC-Indiana stock from various shareholders. The combined purchases resulted in ownership of approximately 100% of the outstanding capital voting stock of PIC-Indiana. Effective July 16, 1995, the Company acquired the recurring medical professional insurance business of Physicians Insurance Company of Ohio and its subsidiary. The value of the business acquired is included in other assets. On June 11, 1996, the Company and MOMED Holding Company (MOMED) executed an Agreement and Plan of Merger pursuant to which MOMED (OTC: MOMED) will become a Missouri based subsidiary of the Company. MOMED is the parent company of Missouri Medical Insurance Company, which is a provider of medical malpractice insurance. Consummation of the transaction is subject to regulatory and shareholder approval. The ultimate purchase price is not expected to exceed 10% of the Company's stockholders' equity, based on historical market prices of the Company's common stock. 8 9 ITEM. 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For purposes of this management discussion and analysis, the term "Company" refers to MAIC Holdings, Inc. and its wholly and majority owned subsidiaries, the accounts of which are included in the accompanying financial statements. MAIC Holdings, Inc. is a Delaware corporation formed by Mutual Assurance to serve as a holding corporation for Mutual Assurance and other subsidiaries. On August 31, 1995, Mutual Assurance and MAIC Holdings, Inc. consummated an Agreement and Plan of Exchange which generally provided that each share of common stock of Mutual Assurance, par value $1 per share, would be exchanged for one share of common stock of MAIC Holdings, Inc., par value $1 per share. MAIC Holdings, Inc. common stock succeeded Mutual Assurance common stock for trading on the Nasdaq/NMS under the trading symbol "MAIC." The variances discussed below include amounts attributable to the operations of all the companies. Although balances attributable to the subsidiaries other than Mutual Assurance may be significant to specific variances, they are not material to the total operations or the financial condition of the Company. LIQUIDITY AND CAPITAL RESOURCES The payment of losses, loss adjustment expenses, and operating expenses in the ordinary course of business remains the Company's principal need for liquid funds. Cash used to pay these items has been provided by operating activities. Cash provided from these activities was sufficient during the first six months of 1996 to meet the Company's needs, and the Company believes those sources will be sufficient to meet its cash needs for operating purposes for at least the next twelve months. Prolonged and increasing levels of inflation could cause increases in the dollar amount of losses and loss adjustment expenses and may therefore adversely affect future reserve development. To minimize such risk, the Company (i) maintains what its management considers to be strong and adequate reinsurance, (ii) conducts regular actuarial reviews to ensure, among other things, that reserves do not become deficient, and (iii) maintains adequate asset liquidity. The Company did not borrow any funds during the six months ended June 30, 1996 and 1995, and currently has no requirements indicating a need to borrow significant funds in the next twelve months. However, the need for additional capital may arise in order to achieve the Company's ultimate goals of expansion, as discussed in subsequent paragraphs. The Company continues to have available through a lending institution a line of credit in the amount of $40 million that could be used for these additional capital requirements. The Company is not charged a fee nor is it required to maintain compensating balances in connection with this line of credit. 9 10 BUSINESS EXPANSION The Company, through Mutual Assurance, has been developing a marketing strategy to address the insurance needs of hospitals and vertically integrated health care providers. The Company expects organizations such as these to represent increasing market opportunities for professional liability and related insurance products because of the trend toward the consolidation of health care providers. In 1995, Mutual Assurance engaged a managing agent, Medical Reinsurance Corporation (MRC), to market medical malpractice reinsurance, excess medical malpractice insurance, managed care liability insurance and provider stop loss insurance to these large accounts. Mutual Assurance's principal competitors for this "large account" business are insurers that are larger than those with whom Mutual Assurance has historically had to compete. The Company believes that Mutual Assurance's surplus will be a significant competitive factor in this market because of criteria used by large health care providers in the selection of professional liability insurers. In addition to its expansion into this growing market for "large accounts", the Company also intends to expand through the acquisition of, or combination with, medical professional liability insurers that have a significant presence in states other than Alabama. The Company purchased for cash the stock of Medical Assurance of West Virginia, Inc. (formerly West Virginia Hospital Insurance Company) in 1994, the stock of Physicians Insurance Company of Indiana in 1995, and the prospective book of business of Physicians Insurance Company of Ohio in 1995. The Company recently announced that it will combine with MOMED Holding Company in a merger that will result in Missouri Medical Insurance Company becoming a subsidiary of the Company. The merger agreement provides for the stock of MOMED Holding Company to be converted into the Company's common stock and cash. RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995 Premiums The following table presents information related to consolidated written and earned premiums and reinsurance expense (dollars in thousands): Six months ended June 30 --------------------------- Increase 1996 1995 (Decrease) --------------------------- ---------- Direct and assumed premiums written $ 71,586 $ 61,838 $ 9,748 =========== =========== ========== Premiums earned $ 58,885 $ 46,034 $ 12,851 Premiums ceded (16,975) (9,756) 7,219 ----------- ----------- ---------- Net premiums earned $ 41,911 $ 36,278 $ 5,633 =========== =========== ========== The increase in premiums written and earned for the six months ended June 30, 1996 as compared to the same six months in 1995 is due principally to premiums in the state of Ohio. The increase in premiums ceded is directly related to the increases in earned premiums, and, as respects the new Ohio business, increased cessions of risks to reinsurers. 10 11 Investment Income The Company had consolidated net investment income of $15,919,000 for the six months ended June 30, 1996, as compared to $14,607,000 for the six months ended June 30, 1995, reflecting an increase of $1,312,000. The increased income is primarily due to an increase in the amount of invested assets held by the Company. The yield on invested assets remained constant at 6.2%. The average composition of invested assets changed little from 1995 to 1996, with non- taxable investments comprising an average of 56% for the first six months of 1995 as compared to 58% for the first six months of 1996. For the purposes of the above discussion, invested assets are comprised of fixed maturities at amortized cost, short-term investments, equities at cost and investment in unconsolidated affiliate, and the earnings on such invested assets constitute the related net investment income. The Company calculates the yield on invested assets by dividing the related investment income (annualized for interim periods) by the monthly average of invested assets. The principal investment objective of the Company is to achieve a high level of after-tax income while minimizing risk. Although fixed maturity securities are purchased with the initial intent to hold such securities until their maturity, disposals of securities prior to their respective maturities may occur if management believes such disposals are consistent with the Company's overall investment objectives, including maximizing after-tax yields. Disposition of investments prior to maturity may result in a net gain or loss which would be classified as "Other Income". Losses Consolidated loss and loss adjustment expenses (Losses) and the related loss ratios are summarized in the following table (dollars in thousands). The ratio for losses below is based on premiums earned; the ratio for net losses is based on net premiums earned. Six months ended June 30, 1996 June 30, 1995 ------------------------ ----------------------- Loss Loss Losses Ratio Losses Ratio ------------------------ ----------------------- Losses $ 47,561 81% $ 39,004 85% == === Reinsurance recoveries (18,219) (11,403) ------------ ------------ Net losses $ 29,342 70% $ 27,601 76% ============ == =========== === The Company's losses for the six months ended June 30, 1996 reflect a loss ratio of 81% compared to a loss ratio of 85% for the six months ended June 30, 1995. Losses for both periods are principally based on the application of an expected loss ratio to premiums earned. These loss ratios take into consideration prior loss experience, loss trends, the Company's loss retention levels, changes in frequency and severity of claims and rates charged. The increase in reinsurance recoveries primarily results from the increase in losses and loss adjustment expenses and the increased cessions to reinsurers. Other Income Other income decreased by $698,000 for the six months ended June 30, 1996 compared to the six months ended June 30, 1995. The decrease is principally attributable to fewer capital gains realized upon the sale of securities during the first six months of 1996 compared to the first six months of 1995. 11 12 Underwriting, Acquisition, and Insurance Expenses Consolidated expenses increased by $2,695,212 (33%) for the six months ended June 30, 1996 compared to the six months ended June 30, 1995. The increase results primarily from policy acquisition costs associated with new business, along with the other costs associated with the Company's current business strategy. This strategy calls for the Company to continue investigating potential acquisition opportunities and the possibility of expansion into additional markets. Income Taxes The Company's effective tax rate for the six months ended June 30, 1996 was 23%, compared to 22% for the six months ended June 30, 1995: these rates were both lower than the statutory rate of 35%. The principal reason for the Company's lower effective tax rate is the effect of tax exempt investment income. RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 1996 COMPARED TO THREE MONTHS ENDED JUNE 30, 1995 Premiums The following table presents information related to consolidated written and earned premiums and reinsurance expense (dollars in thousands): Three months ended June 30 Increase --------------------------- 1996 1995 (Decrease) --------------------------- ---------- Direct and assumed premiums written $ 28,988 $ 22,763 $ 6,225 =========== =========== ========== Premiums earned $ 29,867 $ 23,539 $ 6,328 Premiums ceded (9,034) (5,096) 3,938 ----------- ----------- ---------- Net premiums earned $ 20,833 $ 18,443 $ 2,390 =========== =========== ========= The increase in premiums written, premiums earned and premiums ceded for the quarter ended June 30, 1996 as compared to the quarter ended June 30, 1995 is due principally to premiums written in the state of Ohio. This new business includes premiums earned attributable to the acquisition of the recurring medical professional insurance business of Physicians Insurance Company of Ohio. Investment Income The Company had consolidated net investment income of $7,196,000 for the three months ended June 30, 1996, as compared to $7,610,000 for the three months ended June 30, 1995. The amount of invested assets held by the Company increased from $478,143,000 at June 30, 1995, to $525,618,000 at June 30, 1996 which resulted in an increase to net investment income. This increase is offset by (i) a $747,000 reduction attributable to an overstatement of accrued investment income at March 31, 1996, and (ii) a decrease in the weighted average yield on invested assets from 6.1% (computed excluding the effects of the overstatement) for the three months ended June 30, 1996 as compared to 6.5% for the three months ended June 30, 1995. For the purposes of the above discussion, invested assets are comprised of fixed maturities at amortized cost, short-term investments, equities at cost and investment in unconsolidated affiliate, and the earnings on such invested assets constitute the related net investment income. The Company calculates the yield on invested assets by dividing the related investment income (annualized for interim periods) by the monthly average of invested assets. 12 13 Other Income Other income decreased by $643,000 for the quarter ended June 30, 1996 as compared to the quarter ended June 30, 1995. The decrease is principally attributable to fewer capital gains realized upon the sale of securities during the second quarter of 1996 compared to the second quarter of 1995. Losses Consolidated loss and loss adjustment expenses (Losses) and the related loss ratios are summarized in the following table (dollars in thousands). The ratio for losses below is based on premiums earned; the ratio for net losses is based on net premiums earned. Three months ended June 30, 1996 June 30, 1995 ------------------------ ----------------------- Loss Loss Losses Ratio Losses Ratio ------------------------ ----------------------- Losses $ 22,154 74% $ 19,964 85% == == Reinsurance recoveries (8,844) (6,306 ) ------------ ----------- Net losses $ 13,310 64% $ 13,658 74% ============ == =========== == The Company's losses in the three months ended June 30, 1996 reflect a loss ratio of 74% compared to a loss ratio of 85% for the three months ended June 30, 1995. Losses for both periods are principally based on the application of an expected loss ratio to premiums earned. These loss ratios take into consideration prior loss experience, loss trends, the Company's loss retention levels, changes in frequency and severity of claims and rates charged. Developed redundancies released are $8,250,000 and $4,125,000 for the three months ended June 30, 1996 and 1995, respectively. Underwriting, Acquisition, and Insurance Expenses Consolidated expenses increased by $1,018,000 (24%) for the quarter ended June 30, 1996 compared to the quarter ended June 30, 1995. The increase is due to the same items described in the six month comparison. 13 14 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The Company held its 1996 Annual Meeting of Stockholders on May 14, 1996. At the meeting, the stockholders of the Company were asked to vote on the two matters, each of which was described in the Proxy Statement accompanying the Notice of the Meeting and filed with the Securities and Exchange Commission in accordance with Rule 14a-6. The matters voted on at the meeting and the results of the voting are described below. 1. Election of one director to serve on the Board of Directors for a three year term. FOR WITHHOLD AUTHORITY --- ------------------ 7,007,767 32,315 2. Approval of the Company's assumption and amendment of the "Mutual Assurance, Inc. 1995 Stock Award Plan" and the change of its name to the "MAIC Holdings, Inc. Incentive Compensation Stock Plan." FOR AGAINST ABSTAIN BROKER NON-VOTES --- ------- ------- ---------------- 4,939,876 241,014 212,788 1,646,409 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. Exhibit (27) required of Item 601 of Regulation SK-Financial Data schedule (for SEC use only). (b) Reports on 8-K. No reports on Form 8-K have been filed during the quarter for which this report is filed. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MAIC Holdings, Inc. August 13, 1996 By: /s/ James J. Morello --------------------------- James J. Morello, Treasurer (duly authorized officer and principal financial officer) 14