1 EXHIBIT 13 ANNUAL REPORT ON FORM 10-K Item 14 (c) - Exhibits and Item 14 (d) - Financial Statement Schedules Year Ended December 31, 1996 McM CORPORATION AND SUBSIDIARIES 20 2 SCHEDULE 1 -- SUMMARY OF INVESTMENTS McM CORPORATION AND SUBSIDIARIES December 31, 1996 AMOUNT SHOWN ON MARKET BALANCE TYPE OF INVESTMENT COST VALUE SHEET ------------------ ---- ----- ----- (Thousands of dollars) Fixed Maturity Securities Available-for-Sale Bonds Mortgage-backed securities $18,824 $18,999 $18,999 U.S. Government, government agencies and authorities 17,449 17,371 17,371 Public utilities and other bonds 665 503 503 ------- ------- ------- Total Fixed Maturities Available for Sale 36,938 36,873 36,873 Short-term investments 14,061 14,061 14,061 ------- ------- ------- Total Securities Available-for-Sale 50,999 50,934 50,934 Held-to-Maturity U.S. Government, government agencies and authorities 5,745 5,799 5,745 States, municipalities and political subdivisions 193 223 193 ------- ------- ------- Total Securities Held To Maturity 5,938 6,022 5,938 ======= ======= ======= Total Investments $56,937 $56,956 $56,872 ======= ======= ======= 21 3 SCHEDULE 2 - CONDENSED FINANCIAL INFORMATION OF REGISTRANT BALANCE SHEETS McM CORPORATON (PARENT COMPANY) (Thousands of dollars) December 31 1996 1995 ---- ---- ASSETS Fixed maturities available-for-sale $ 0 $ 95 Short term investments 30 0 Cash 107 101 Other assets 80 118 ------- ------- 217 314 Investments in wholly-owned subsidiaries at equity * 24,005 25,189 ------- ------- TOTAL ASSETS $24,222 $25,503 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Accrued expenses $ 1,562 $ 1,509 Income taxes payable to wholly-owned subsidiaries * 387 205 Payable to wholly-owned subsidiaries * 618 549 ------- ------- TOTAL LIABILITIES 2,567 2,263 Shareholders' Equity: Common stock 4,678 4,675 Additional paid-in capital 1,489 1,477 Unrealized (loss) gain on securities available-for-sale (including unrealized gain on securities held by subsidiaries: 1996 - $78 ; 1995 - $570) (65) 465 Retained earnings 15,553 16,623 ------- ------- TOTAL SHAREHOLDERS' EQUITY 21,655 23,240 ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $24,222 $25,503 ======= ======= * Eliminated in consolidation See notes to condensed financial information. 22 4 SCHEDULE 2 - CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENTS OF OPERATIONS McM CORPORATON (PARENT COMPANY) (Thousands of dollars) Year Ended December 31 1996 1995 1994 ---- ---- ---- INCOME Administrative charges to subsidiaries * - Note B $ 650 $ 650 $1,200 Realized investment income 8 5 10 Other income 0 0 1 ----- ------- ------ 658 655 1,211 General and administrative expenses 893 680 866 ----- ------- ------ (LOSS) INCOME BEFORE TAXES, AND EQUITY IN UNDISTRIBUTED (LOSS) INCOME OF SUBSIDIARIES (235) (25) 345 Income taxes ( benefits) (140) 8 79 ----- ------- ------ (LOSS) INCOME BEFORE EQUITY IN UNDISTRIBUTED (LOSS) INCOME OF SUBSIDIARIES (95) (33) 266 Equity in undistributed (loss) income of subsidiaries (693) 2,243 1,088 ----- ------- ------ NET (LOSS) INCOME ($788) $ 2,210 $1,354 ===== ======= ====== * Eliminated in consolidation. See notes to condensed financial information. 23 5 SCHEDULE 2 - CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENTS OF CASH FLOWS McM CORPORATON (PARENT COMPANY) (Thousands of dollars) Year Ended December 31 1996 1995 1994 ---- ---- ---- OPERATING ACTIVITIES Net Income (Loss) ($ 788) $ 2,210 $ 1,354 Adjustments to reconcile net income (loss) to net cash provided by (used by) operating activities: Depreciation 4 4 12 Equity in loss (income) of subsidiaries 693 (2,243) (1,088) Other assets 33 (7) 227 Other liabilities 53 (72) (617) Provisions for income taxes 182 126 114 Income taxes payable to wholly-owned subsidiaries 69 6 (17) ------- ------- ------- CASH PROVIDED BY (USED BY) OPERATING ACTIVITIES 246 24 (15) INVESTING ACTIVITIES Disposals of fixed maturities 57 0 0 Decrease in short-term investments (30) 0 0 ------- ------- ------- CASH USED BY INVESTING ACTIVITIES 27 0 0 FINANCING ACTIVITIES Employee stock purchases 15 0 0 Cash dividend paid (282) 0 0 ------- ------- ------- CASH (USED BY) FINANCING ACTIVITIES (267) 0 0 ------- ------- ------- INCREASE (DECREASE) IN CASH $ 6 24 ($ 15) ======= ======= ======= See notes to condensed financial information 24 6 SCHEDULE 2 -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT NOTES TO CONDENSED FINANCIAL INFORMATION McM CORPORATION (PARENT COMPANY) The accompanying condensed financial information should be read in conjunction with the consolidated financial statements and notes thereto of McM Corporation and Subsidiaries. NOTE A -- Significant Accounting Policies In the parent company financial statements, the Company's investments in wholly-owned subsidiaries are stated at cost plus equity in undistributed earnings of the subsidiaries. McM is actively engaged through certain of its subsidiaries in the property and casualty insurance business. NOTE B -- Administrative Charges McM is compensated by its subsidiaries in the form of management fees for providing management support, planning assistance, financial reporting and investment services. 25 7 SCHEDULE 3 - REINSURANCE McM CORPORATION AND SUBSIDIARIES Year Ended December 31, 1996, 1995, and 1994 Premiums Earned --------------------------------------------- Percentage Ceded to Assumed of Amount Direct Other From Other Net Assumed (Thousands of dollars) Amount Companies Parties Amount to Net ------ --------- ------- ------ ------ YEAR ENDED DECEMBER 31, 1996 $63,163 $21,714 $10,405 $51,854 20.07% ======= ======= ======= ======= ===== YEAR ENDED DECEMBER 31, 1995 $63,731 $23,901 $ 5,871 $45,701 12.85% ======= ======= ======= ======= ===== YEAR ENDED DECEMBER 31, 1994 $65,572 $25,720 $ 1,274 $41,126 3.10% ======= ======= ======= ======= ===== 26 8 SCHEDULE 4 - VALUATION AND QUALIFYING ACCOUNTS McM CORPORATION AND SUBSIDIARIES (Thousands of dollars) ADDITIONS ------------------------ (1) (2) Charged to Charged to Balance at (Recovery of) Other Balance at Beginning Costs and Accounts- Deductions- End DESCRIPTION of Period Expenses Describe Describe of Period --------- -------- -------- -------- --------- YEAR ENDED DECEMBER 31, 1996 Deducted from asset account: Allowance for uncollectible accounts $ 345 $ 30 $0 $ 0 $ 375 ====== ===== == ==== ====== Included as liability account: Allowance for bad debts on liquidated reinsurers $1,060 ($150) $0 $752(1) $ 158 ====== ===== == ==== ====== YEAR ENDED DECEMBER 31, 1995 Deducted from asset account: Allowance for uncollectible accounts $ 315 $ 30 $0 $ 0 $ 345 ====== ===== == ==== ====== Included as liability account: Allowance for bad debts on liquidated reinsurers $1,349 $ 103 $0 $392(1) $1,060 ====== ===== == ==== ====== YEAR ENDED DECEMBER 31, 1994 Deducted from asset accounts: Allowance for uncollectible accounts $ 412 ($ 97) $0 $ 0 $ 315 ====== ===== == ==== ====== Included as liability account: Allowance for bad debts on liquidated reinsurers $2,095 ($ 41) $0 $705(1) $1,349 ====== ===== == ==== ====== (1) Write-off of paid recoverable balances for insolvent/liquidated reinsurers against provision established. 27 9 SCHEDULE 5 - SUPPLEMENTAL INSURANCE INFORMATION PROPERTY/CASUALTY INSURANCE SUBSIDIARIES YEAR ENDED DECEMBER 31, 1996, 1995 AND 1994 (Thousands of dollars) RESERVES CLAIMS AND CLAIM FOR ADJUSTMENT EXPENSES UNPAID DISCOUNT INCURRED RELATED TO AMORTIZATION DEFERRE CLAIMS IF ANY ------------------- OF DEFERRED PAID CLAIMS POLICY AND CLAIM DEDUCTED (1) (2) POLICY AND CLAIM ACQUISITION ADJUSTMENT IN UNEARNED EARNED INVESTMENT CURRENT PRIOR ACQUISITION ADJUSTMENT PREMIUMS COSTS EXPENSES RESERVES PREMIUMS PREMIUMS INCOME YEAR YEAR COSTS EXPENSES WRITTEN ----------- ---------- --------- -------- -------- ---------- ------- ----- ----------- ----------- -------- YEAR ENDED DECEMBER 31: Net of Reinsurance - ------------------ 1996 $3,992 $26,532 -- $13,857 $51,854 $3,151 $37,651 $1,559 $9,116 $42,675 $53,420 1995 3,343 29,997 -- 12,291 45,701 3,492 31,282 (248) 7,141 39,452 46,663 1994 3,235 38,415 -- 11,329 41,126 3,674 29,106 18 6,098 42,334 38,020 Gross of Reinsurance - -------------------- 1996 $3,992 $55,300 -- $17,925 $73,568 $3,151 $52,711 ($ 930) $9,116 $62,633 $74,259 1995 3,343 66,152 -- 17,234 69,602 3,492 45,395 660 7,141 71,403 72,025 1994 3,235 80,886 -- 14,811 66,846 3,674 46,262 (774) 6,098 64,981 65,547 28 10 McM CORPORATION ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR ENDED DECEMBER 31, 1996 29 11 Corporate Mission and Profile Mission To market specialized insurance products within well defined market areas at competitive prices and with exceptional service to deliver better than average returns on investor capital. Profile McM Corporation is an insurance holding company headquartered in Raleigh, North Carolina, which owns these major operating subsidiary corporations: Occidental Fire & Casualty Company of North Carolina Raleigh, North Carolina Wilshire Insurance Company Raleigh, North Carolina Contents - -------------------------------------------------------------------------------- IFC Corporate Mission and Profile Consolidated Financial Highlights Common Stock Report to Shareholders Market Overview Management's Discussion and Analysis of Financial Condition and Results of Operations Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Shareholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Report of Independent Auditors Summary of Quarterly Results of Operations Officers and Directors Corporate Information 30 12 Selected Financial Data - ----------------------------------------------------------------------------------------------------------------- McM CORPORATION AND SUBSIDIARIES 1996 1995 1994 1993 1992 - ----------------------------------------------------------------------------------------------------------------- (Thousands of dollars, except per share data) Assets $112,870 $126,568 $137,665 $158,984 $187,006 Liabilities 91,215 103,328 117,258 139,262 167,500 Retained earnings 15,553 16,623 14,413 13,059 13,354 Shareholders' equity 21,655 23,240 20,407 19,722 19,506 Net premiums earned 51,854 45,701 41,126 51,043 53,889 Net investment income 3,159 3,497 3,684 5,298 6,564 Realized investment gains 40 123 122 1,797 666 Total revenue 55,698 49,571 45,304 58,293 61,291 (Loss) income from continuing operations (788) 2,210 1,354 (295) (3,764) (Loss) income from discontinued operations 0 0 0 0 31 Net (loss) income (788) 2,210 1,354 (295) (3,733) Per share data: Shareholders' equity $ 4.63 $ 4.97 $ 4.37 $ 4.22 $ 4.17 (Loss) income from continuing operations $ (0.17) 0.47 0.29 (0.06) (0.81) Net (loss) income $ (0.17) 0.47 0.29 (0.06) (0.80) Cash dividends $ 0.06 0.00 0.00 0.00 0.00 Common Stock - ------------------------------------------------------------------------------- McM Corporation Common Stock is traded on the national over-the-counter securities market, under the NASDAQ symbol, McMc. The number of record shareholders of McM Corporation is 883 as of December 31, 1996. The table below sets forth by quarters, for the years 1996 and 1995, the range of the high and low bid prices of McM Corporation's Common Stock as reported in The Wall Street Journal. Dividends of $.02 per share were paid for the second, third, and fourth quarters. See Management's Discussion and Analysis and Note B to the consolidated financial statements for information regarding restrictions on the ability of McM's subsidiaries to transfer funds to McM and discussion regarding nonpayment of dividends. 1996 1995 High Low High Low ------------------------------------------------------------------------------------ First Quarter $4 3/4 $3 1/2 $2 7/8 $2 1/2 Second Quarter 6 1/8 5 1/2 3 1/8 2 3/4 Third Quarter 5 7/8 5 1/4 3 1/2 2 3/4 Fourth Quarter 5 3/4 5 1/4 4 7/8 3 1/2 ------------------------------------------------------------------------------------ 31 13 REPORT TO SHAREHOLDERS McM Corporation's results for the year 1996 showed a loss of $788,000. The loss experienced in the property and casualty operations is primarily attributable to higher claims severity in the commercial automobile liability line of business and increased claims frequency in other ongoing lines of business throughout the year 1996. The level of claims severity experienced in the fourth quarter of 1996 in the commercial automobile liability business was the highest level experienced in this line of business in the past sixteen quarters. We do not expect a continuation of this unusual level of severity. The Company, after a thorough analysis of fourth quarter and 1996 results and related experience levels, strengthened overall loss reserves by approximately $3.5 million. Although this action significantly impacted results for the current year, we believe it was prudent and appropriate under the circumstances and certainly positions the Company for improved results in the future. Consolidated revenues for the year 1996 were $55,698,000 compared to $49,571,000 for the same period in 1995. This increase in consolidated revenues reflects growth in the private passenger automobile line of business and reduction in the premiums being ceded to the Company's reinsurers. The Company continues to place its reinsurance with high quality and financially sound reinsurers which specialize in commercial and private passenger automobile coverages. The gross investment income of the Company was $3,616,000 for the year 1996 compared to $3,971,000 for the year 1995. This decline of $355,000 in investment income results from a decrease in invested assets. Consolidated assets at December 31, 1996, totalled $112,870,000 compared to $126,568,000 at December 31, 1995. The decrease in consolidated assets can be primarily attributed to the continued settlement of claims related to the discontinued lines of business and the acceleration of claims settlement for ongoing lines of business. Consolidated liabilities at December 31, 1996, totalled $91,215,000 compared to $103,328,000 for the year 1995. This $12.1 million decline in liabilities of the Company reflects the settlement of claims on the discontinued business and the acceleration of claims payments. As set forth in previous reports to Shareholders, the McMillen Trust, which owns 66% of the outstanding stock of McM Corporation, filed a petition on behalf of the Trust's beneficiaries in the Chancery Court of Delaware on December 2, 1986, seeking relief from the requirement of the Trust that the Trust own at least 65% of the shares of McM Corporation. The Court, on December 10, 1987, decided that the Trust 32 14 must divest itself of its ownership of the shares of McM Corporation and invest the proceeds in a diversified portfolio for the benefit of present and future beneficiaries of the Trust. In April 1993, the Court granted the petition of the Wilmington Trust Company, Trustee of the McMillen Trust, for a clarification of existing orders to make clear, among other things, that the timing and terms of any such disposition or sale of the Trust's shares shall be determined in the sound discretion of the Trustee. McM Corporation on February 4, 1997, announced that the Trustee of the McMillen Trust, then holder of 65.9% of the stock of McM Corporation, had informed the Company that the Trustee had granted to McM Acquisition Corporation an option to purchase all of the Trust's shares at $6.20 per share, such option to expire March 1, 1998. The announcement further stated that McM Acquisition Corporation was controlled by a private investor and real estate developer, Mr. M. Roland Britt, who has filed a Form 13D with the Securities and Exchange Commission which shows that the possible purchase of the Trust's shares is subject to the ability of McM Acquisition Corporation to obtain the necessary financing as well as North Carolina Department of Insurance and other regulatory approvals. The announcement included the statement that McM Corporation is not a party to the option agreement and cannot predict whether McM Acquisition Corporation will exercise its option or would be able to obtain the required approvals and financial arrangements. McM Corporation further announced on February 4, 1997, that in a separate, independent action, the Company had already agreed to provide McM Acquisition Corporation confidential access to the Company records and information to enable McM Acquisition Corporation to conduct due diligence reviews and to pursue appropriate financial arrangements for a possible acquisition of all of McM Corporation's shares, such agreement to expire May 31, 1997. The announcement further stated that McM Corporation had granted McM Acquisition Corporation an exclusive period during which McM will continue its policy of not soliciting acquisition offers. As reported to you in previous reports the McM Board of Directors has discontinued its efforts to sell the remaining companies in the McM Group of Companies. The Board has also continued the services of PaineWebber, Inc. in the role of financial advisor to the McM Group of Companies. Management continues to believe that the progress made thus far has placed the property and casualty companies in a position to grow profitably in spite of the current highly competitive market atmosphere and the loss in 1996. 33 15 The discontinuance of the sale process has allowed management to concentrate its focus on increasing shareholder value. All aspects of the property and casualty coverages written by the Companies are continually being evaluated in order to appropriately react to the rapidly changing marketplace. This continuing evaluation enables management to more timely move its operating systems to advanced and leading edge technologies thereby providing competitive products and services to our policyholders and agents. The investment portfolios of Occidental Fire & Casualty Company and Wilshire continue to be comprised almost entirely of high quality government securities. These conservative investments generally produce lower investment yields. However, the liquidity provided in these conservative portfolios ensures that policyholders' claims are paid in a timely manner. The McM Group has no investments in real estate. The stock of Wilshire Insurance Company, the wholly owned subsidiary of Occidental Fire, is the only stock investment in the investment portfolios of the insurance companies. As reported in previous annual reports to you, insurance regulators and other non-governmental insurance rating entities continue their intensive oversight of an insurance company's financial health and operating activities. This is exemplified by the adoption and implementation of Risk-Based Capital standards for all property and casualty insurance companies by the National Association of Insurance Commissioners in 1994. McM's property and casualty insurance subsidiaries' capital positions and other indicators of financial solvency continue to be well in excess of any regulatory action thresholds defined in the Risk-Based Capital framework. The Board of Directors, on a quarterly basis, carefully reviews the financial position of the Company to determine the advisability of the payment of a cash dividend to shareholders. During the year 1996 McM declared and paid three quarterly dividends of $.02 per share to its shareholders. However, in light of McM's results for the fourth quarter of 1996 and after careful consideration of all other relevant factors, the Board of Directors decided to forgo a quarterly dividend payable in the first quarter of 1997. The Board of Directors will continue to evaluate all relevant factors in the determination of future dividend payments. In summary, we are very disappointed with the overall results for the year 1996. The level of claims severity and claims frequency has been thoroughly reviewed. Management is now satisfied that these unusual claims patterns constitute an aberration 34 16 and that the property and casualty companies' existing underwriting practices and claims procedures are performing properly. Also, after an analysis of fourth quarter and 1996 results and current reserve levels, it was deemed prudent to strengthen overall loss reserves by approximately $3.5 million. We are confident that the actions taken will ensure the continuation of the positive trends that have emerged over the last several years in the Company and will result in overall profitability in 1997. Management continues to believe that, in spite of the results for the year 1996 and the limited capital position, the McM Group of Companies is well positioned to continue improving the financial position and profitability of the Company and enhancing shareholder value. George E. King Chief Executive Officer and Chairman Stephen L. Stephano President and Chief Operating Officer 35 17 Market Overview McM Corporation provides its property and casualty products and services through two North Carolina subsidiaries, Occidental Fire & Casualty Company of North Carolina and Wilshire Insurance Company. Currently the focus of these companies is transportation insurance. Both Wilshire and Occidental provide a competitive market to the trucking industry for local, intermediate and long haul coverages. Occidental also writes nonstandard private passenger auto coverages in select geographical areas. Occidental Fire & Casualty Company of North Carolina actively markets local, intermediate and long haul coverages in seventeen states utilizing fourteen managing general agents. Non-standard auto coverages are marketed through Occidental's branch office located in Scottsdale, Arizona, and one managing general agent. The majority of the commercial auto premium volume is produced through the Company's annual bill program. The insureds of the Wilshire Insurance Company are served by the Marketing and Service Center located in Lancaster, California, and four managing general agents supervised by the home office. The California marketing unit deals directly with selected local retail agents in the West Coast truck marketplace utilizing a specialized monthly direct bill policy. The managing general agents market intermediate and long haul coverages through an annual bill program. The home office located in Raleigh, North Carolina, provides general management for both Occidental Fire & Casualty and Wilshire Insurance Company operations including the corporate staff for claims, accounting, legal, data processing, human resources and investment functions. Also located in the home office are the marketing, underwriting and service functions for all commercial automobile business written through managing general agents. 36 18 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS McM Corporation and Subsidiaries REVIEW OF OPERATIONS McM Corporation reported a consolidated net loss for 1996 of $788,000 or $.17 per share compared to net income of $2,210,000 or $.47 per share for 1995 and net income of $1,354,000 or $.29 per share for 1994. Consolidated results for 1996 were significantly affected by an unusually high level of claims severity, particularly during the fourth quarter, in the property and casualty operation's commercial automobile liability line of business. Consolidated results were also affected by increased frequency in its other insurance coverages throughout 1996. The Company, as a result of this unfavorable underwriting experience, strengthened overall reserves by approximately $3.5 million at year end 1996. Consolidated results for 1995 and 1994 showed a trend of improving loss ratios and overall underwriting results when compared to previous years. Consolidated results for 1994 were favorably impacted by the reduction of administrative expenses related to a legal action against McM in connection with the final disposition of its life insurance operations in 1991, in which action McM was ultimately successful. Consolidated revenues increased approximately 12.4% in 1996 compared to 1995 following an increase of 9.4% in 1995 when compared to 1994. This trend of increasing revenues reversed the declines experienced in 1994 and 1993 and reflects the Company's ongoing commitment to continued moderate growth in property & casualty insurance premiums. Consolidated revenues showed decreases of approximately 22.3% and 4.9% in 1994 and 1993, respectively. Net earned property and casualty insurance premiums for 1996 were $51.9 million compared to $45.7 million in 1995 and $41.1 million in 1994. As mentioned above, this trend in increasing net premium revenue reflects management's commitment to moderate premium growth in the insurance coverages it offers. Gross written premium in the Company's commercial auto lines of business, which comprised approximately 79.9% of gross written premiums in 1996, showed a slight decrease of approximately 1.4% to $59.3 million when compared to 1995. Gross production of the Company's private passenger auto coverages in 1996, comprising 20.1% of gross written premiums in 1996, showed an increase of 26.1% to $14.9 million when compared to 1995. The decrease in commercial auto premiums during 1996 reflects market conditions which have become increasingly more competitive and price sensitive. The growth in private passenger auto premiums over the last two years shows the Company's commitment to diversify its premium portfolio. The overall 37 19 increases in premium writings seen in 1995 and 1996 follows self induced reductions in 1994 and 1993. During 1994 and 1993 the Company eliminated unprofitable business in targeted markets and took measures to improve the performance of its agency force including terminating relations with three managing general agents who had been producing unprofitable commercial automobile business. During this period the Company also established mechanisms to help control future premium growth. To help control premium growth, management increased the level of premiums ceded to the Company's reinsurers by entering into quota share reinsurance arrangements for its commercial auto liability and private passenger automobile coverages. In 1996, the Company maintained a 30% quota share reinsurance arrangement on its private passenger business (reduced from 40% in 1995) and a 5% quota share arrangement, which was reduced in 1995 from 10% in 1994, on its commercial automobile liability business retained after excess of loss reinsurance coverage. The level of quota share participation necessary to help control premium growth is reviewed annually by management. The reduction in total revenues in 1994 mentioned above was also impacted by a $1.6 million decline in net investment income, excluding realized investment gains. The decline in net investment income for 1994 was attributed to an overall reduction of $16.0 million or 19.3% in invested balances. Net investment income showed moderate decreases of $338,000 and $187,000 in 1996 and 1995, respectively. Invested balances decreased $6.1 million or 9.7% in 1996 when compared to 1995. Realized investment gains of $40,000 are included in 1996 revenues compared to $123,000 in 1995 and $122,000 in 1994. Prior to 1989, property and casualty insurance writings focused on liability, cargo and physical damage coverages associated with the transportation market with a primary emphasis on commercial trucking insurance. To diversify its premium distribution, Occidental Fire & Casualty entered the nonstandard personal auto market in 1989. The Company's plan for premium diversification has continued as the proportionate share of private passenger auto business increased to approximately 20.1% of gross written property and casualty premium in 1996 compared to 16.5% and 11.0% in 1995 and 1994, respectively. During 1994 and 1993, management re-engineered the underwriting controls for this portion of the Company's business. This re-engineering effort contributed to a decrease in private passenger written premiums in 1994 as management kept production at minimum levels while new rates, underwriting guidelines and personnel with extensive experience in the complexities of this market were integrated into this book of business. Over the last several years the Company also placed a heavy emphasis on improving the profitability of the Company's commercial 38 20 truck business. In 1994 and 1995 management implemented strategies to help reduce overall loss ratios and improve the product mix within this portion of the Company's business. Underwriting results for cargo (inland marine) and auto physical damage coverages have been historically more profitable than commercial auto liability coverages because claim costs for property coverages are easier to determine and claims are settled more rapidly. Commercial auto written premiums comprised 79.9% of gross written property & casualty premium in 1996 compared to 83.5% and 89.0% in 1995 and 1994, respectively. The percentage of cargo and commercial auto physical damage premiums to total commercial auto premiums increased to 29.9% in 1996 compared to 26.6% and 23.3% in 1995 and 1994, respectively. Net investment income included in consolidated revenues was $3.2 million in 1996, $3.5 million in 1995 and $3.7 million in 1994. The decline in investment income is primarily the result of reductions in invested asset balances and overall lower investment yields. The decrease in invested balances is attributed to the continued settlement of claims related to discontinued lines of business and the acceleration of claims settlement relating to ongoing lines of business. Overall, liabilities decreased 11.7% or $12.1 million during 1996 when compared to 1995 and have been reduced by $26.0 million since 1994. As mentioned previously, realized investment gains have not materially changed over the last three years. These gains totalled $40,000, $123,000 and $122,000 for 1996, 1995 and 1994, respectively. At December 31, 1996, the market value of the total long-term fixed income portfolio was $19,000 less than amortized cost and $84,000 greater than its carrying value. The unrealized gain of $84,000 relates to those investments the Company intends to hold to maturity. The full value of these securities will be realized as they mature (see Note F to the consolidated financial statements). At December 31, 1995, the market value of the fixed income portfolio was $664,000 greater than its amortized cost and $199,000 greater than its carrying value. The overall ratio of net loss and settlement expenses to net premiums earned was 75.6% for 1996 compared to 67.9% for 1995 and 70.8% for 1994. As mentioned previously, the Company experienced an unusually high level of claims severity, mostly in the fourth quarter of 1996, in the property and casualty operation's commercial automobile liability line of business. In addition, property and casualty operations experienced increased frequency in its other lines of business including private passenger auto liability and commercial and private passenger auto physical damage coverages throughout 1996. These factors resulted in the strengthening of overall reserves for the 1996 accident year by approximately $3.5 million, net of reinsurance, at December 31, 1996. This reserve strengthening included $1.2 million for commercial auto liability, $1.5 million for commercial auto 39 21 physical damage and approximately $800,000 for private passenger auto coverages. Upon underwriting reviews of individual policy and claim files, management firmly believes its underwriting practices are solid and does not anticipate the continuation of the claims severity experienced in commercial automobile liability. Net losses and settlement expenses incurred in 1996 also includes adverse development of approximately $1.6 million on reserves of prior accident years. This development includes adverse reserve development of approximately $572,000 in private passenger auto liability reserves, $1.2 million in private passenger and commercial physical damage and inland marine reserves and $613,000 related to discontinued lines of business $382,000 of which relates to workers compensation reserves. This adverse development, which totals $2.4 million, was partially offset by favorable reserve development of $800,000 in the commercial auto liability line of business. The ratio of net loss and settlement expenses to net premiums earned for 1995 and 1994 reflected improved underwriting results and favorable or minimal adverse development on reserves of prior accident years. The Company's ratio of underwriting, acquisition and administrative expenses to net earned premium ("expense ratio") continued to reflect the declining trend seen over the last three years. Increased production levels discussed previously, coupled with budgetary control and reduction measures emphasized by management, have contributed to this declining trend. The expense ratio for 1996 declined 2.4 percentage points to 33.3% when compared to the expense ratio of 1995. The expense ratios for 1995 and 1994 were 35.7% and 36.1%, respectively. As discussed previously, the Company maintained a 30% quota share reinsurance treaty on its private passenger auto business in 1996. This reinsurance treaty was entered into in 1993 to help reduce the Company's statutory net writings to surplus ratio and to help control future premium growth in that market. This treaty was subsequently reduced by 10% in 1996 from a 40% cession rate to the current 30% rate. A portion of the Company's retained commercial auto liability business was originally included in this treaty but was eliminated in 1996. The Company also maintained a 5% quota share reinsurance treaty on its net retained commercial auto liability business in 1996 and 1995 (10% for 1994). Management annually evaluates the necessity and levels of these quota share arrangements and makes adjustments when appropriate. The Company utilizes a reinsurance intermediary with which it has a long term relationship to assist in the development, placement and maintenance of the Company's reinsurance program. The Company's current reinsurance program has been placed with high quality and financially sound reinsurers specializing in personal 40 22 and commercial auto business. The creditworthiness of the Company's reinsurers are continually reviewed by management and the intermediary. The majority of the Company's reinsurance is placed through the London reinsurance market. Participating reinsurers are generally very large international reinsurers with capital and surplus in excess of $100 million and hold ISI or S&P ratings of BBB or better. Participating Lloyds syndicates are well regarded syndicates which have been approved by the National Association of Insurance Commissioners ("NAIC"). The Company's U.S. reinsurers are all rated A- or higher by A.M. Best. For those reinsurers not admitted by the Company's state of domicile, collateral is secured for the exposure ceded to them in the form of letters of credit or other reinsurer funds held by the Company. This collateral would minimize the impact of a potential reinsurer insolvency on the Company's operations. A schedule of the Company's reinsurers whose balances are approximately 10% of McM's shareholders' equity or greater is provided below: Ceded Reinsurer Balances Receivable --------- ------------------- (Thousands of dollars) Lloyds of London $ 9,247 CNA International 4,780 Unionamerica 4,676 Zurich Re 3,481 AXA Reassurance 2,836 All other 11,558 ------- Total $36,578 The allowance for bad debts on liquidated reinsurers relating to discontinued property and casualty programs was decreased by $150,000 in 1996, increased by $103,000 in 1995 and decreased by $41,000 in 1994. Other than a $2.5 million litigation settlement in 1993, overall exposure to losses associated with discontinued property and casualty business has decreased significantly over the last several years and has not had a material impact on operations since 1990. In the second quarter of 1995, the Company resolved a long standing uncertainty concerning Proposition 103 by settling this issue with the California Department of Insurance. The Company fully recognized this settlement and its related cost in 1995 by including in consolidated results a $500,000 reduction of earned premiums attributable to this settlement. Offsetting this charge and also included in results for 1995 is a $539,000 favorable arbitration settlement related to discontinued property and casualty programs. Amortization of deferred policy acquisition costs from continuing operations was $9.1 million in 1996, compared to $7.1 million in 1995 and $6.1 million in 1994. Direct and assumed premiums written increased by $2.2 million in 1996 and $6.5 million 41 23 in 1995, resulting in an increase in the related amortization of deferred policy acquisition costs. Conversely, a reduction in direct and assumed premium written of $7.2 million in 1994 resulted in a decrease in the related deferral and amortization of policy acquisition costs. INCOME TAXES McM Corporation files a consolidated tax return. The Company had cumulative net operating loss tax carryforwards of approximately $88.0 million as of December 31, 1996 (see Note D to the consolidated financial statements). Subject to certain limitations and alternative minimum tax considerations, future operations can earn up to the amount of these loss carryforwards without being subject to federal income taxation. LIQUIDITY AND CAPITAL RESOURCES By statute, the majority of the Company's investments are required to be held in investment grade securities which provide ample protection for both the policyholder and the shareholder. Significant amounts of short-term investments are held to meet the liquidity needs of the property and casualty insurance operations. As shown in the Consolidated Statements of Cash Flows, the Company experienced negative cash flows from operations on a consolidated basis of $4.4 million in 1996 compared to $4.0 million in 1995 and $14.6 million in 1994. The main source of the Company's cash flows is derived from its property and casualty subsidiaries. The Company's property and casualty subsidiaries experienced consolidated negative cash flows of $683,000, $2.7 million and $19.2 million in 1996, 1995 and 1994, respectively. The negative cash flows for the property and casualty operations can be primarily attributed to the settlement of claim liabilities, including settlements on discontinued run-off business and the decreased premium production levels, a primary source of long and short-term liquidity, in 1994 and 1993. The reduction in written premiums during 1994 and 1993 was a result of management's successful strategy to reduce premium writings in unprofitable markets and to reduce the Company's net writings to surplus ratio. As previously mentioned, the property and casualty companies have experienced moderate growth in premium writings in each of the last two years. Management expects this increasing trend to continue in 1997, which trend should provide further improvement in the property and casualty operations cashflows. Liabilities for losses and loss settlement expenses and policyholder liabilities decreased $10.8 million in 1996, $12.5 million in 1995 and $19.7 million in 1994. Short-term investment balances remained relatively stable during 1996, declining $700,000 to $14.1 million at December 31, 1996, 42 24 compared to $14.8 million at December 31, 1995. As mentioned above, the Company maintains fairly significant levels of short-term investments to meet its liquidity needs. Total consolidated cash and invested assets at December 31, 1996, were approximately $58.6 million compared to $64.6 million at the end of 1995. The decline in cash and invested assets during 1996 is primarily attributed to maturities of long-term investments which were absorbed by operations as discussed above. Management believes the current level of cash and short-term balances, as well as anticipated sources of cash in 1997, are more than adequate to meet projected expenditures during the next year and that the long-term investment portfolio is structured to meet the Company's long-term liquidity needs. At December 31, 1995, securities with an amortized cost of $25.8 million previously classified as held-to-maturity were transferred to the available-for-sale portfolio. As a result of this transfer, unrealized gains of $298,000 were recognized in the unrealized appreciation component of shareholders' equity. This transfer was made to provide the Company greater flexibility in managing its portfolio and was done in accordance with the implementation guidance issued in November 1995 by the staff of the Financial Accounting Standards Board. Of the total cash and invested assets at December 31, 1996, approximately 62.9% or $36.9 million were comprised of fixed maturities available-for-sale and 10.1% or $5.9 million were classified as securities held-to-maturity. Cash and short-term investments totalling $15.8 million comprised the remaining 27.0% of the investment portfolio. At December 31, 1995, approximately 49.4% or $31.9 million of cash and invested assets were comprised of fixed maturities available-for-sale, 25.1% or $16.2 million were recorded as securities held-to-maturity and 25.5% or $16.5 million represented cash and short-term investments. The fixed maturity portfolio has a range of expected maturities which, as mentioned previously, management believes are adequate to meet long-term liquidity needs. The total market value of fixed maturity investments was $42.9 million and $48.3 million at December 31, 1996, and 1995, respectively. These market values were comprised fixed maturities available-for-sale totalling $36.9 million and $31.9 million and Fixed maturities held-to-maturity totalling $5.9 million and $16.4 million at December 31, 1996 and 1995, respectively Statutory capital positions of the property and casualty insurance companies are closely monitored by the Company. In addition, the NAIC adopted Risk-Based Capital ("RBC") requirements for property and casualty insurance companies in December 1993 to be applied to annual statutory financial statements beginning December 31, 1994. Annual statutory financial statements are filed with state insurance regulators on or before March 1 following each year's end. 43 25 RBC was developed to evaluate the adequacy of statutory capital and surplus in relation to investment and insurance risks such as asset quality, asset and liability matching, loss reserve adequacy and other business environmental factors. The RBC formula is used by state insurance regulators as an early warning tool to identify, for the purpose of initiating regulatory action, insurance companies that potentially are inadequately capitalized. Regulatory compliance is determined by a ratio of the enterprise's regulatory total adjusted capital, as defined by the NAIC, to its authorized control level RBC, as defined by the NAIC. Enterprises below specific ratios are classified within certain levels, each of which requires specific corrective action. The ratios of total adjusted capital to authorized control level RBC for McM's property and casualty insurance subsidiaries are in excess of any regulatory action thresholds defined by the NAIC. Combined statutory capital and surplus of the property and casualty subsidiaries decreased $916,000 to $18.2 million at December 31, 1996, compared to $19.2 million at December 31, 1995. As previously reported, the Administrative Consent Order agreed to by the Company and the Commissioner of the North Carolina Department of Insurance on May 24, 1993, was vacated by the Commissioner in June 1994 upon management's satisfactory compliance to the terms of the Consent Order. The Consent Order directly concerned the property & casualty operations' net premium writings to surplus ratio. At December 31, 1996, consolidated shareholders' equity was $21.7 million, a decrease of 6.8% when compared to $23.2 million at December 31, 1995. The Company's main source of funds from which dividends are paid to its shareholders is its insurance subsidiaries which are subject to certain restrictions as to the amount of dividends that can be paid in a given year. These restrictions are discussed in Note B to the consolidated financial statements. During 1996 the Company paid three quarterly dividends of $.02 per share. Upon careful consideration of all relevant factors, including the net loss reported in the fourth quarter of 1996, McM's Board of Directors decided to forego a quarterly dividend payable im the first quarter of 1997. The Board of Directors will continue to carefully consider all relevant factors in determining the payment of dividends in the future. 44 26 Consolidated Balance Sheets - ------------------------------------------------------------------------------------------------------------------------- December 31 McM CORPORATION AND SUBSIDIARIES 1996 1995 - ------------------------------------------------------------------------------------------------------------------------- (Thousands of dollars) ASSETS Invested assets: Fixed maturity securities available-for-sale, at fair value (cost: 1996 - $36,938; 1995 - $31,477) $ 36,873 $ 31,942 Fixed maturity securities held-to-maturity, at amortized cost (fair value: 1996 - $6,022; 1995 - $16,429) 5,938 16,230 Short-term investments 14,061 14,848 - ------------------------------------------------------------------------------------------------------------------------- 56,872 63,020 Cash 1,776 1,637 Accrued investment income 803 840 Premiums receivable 9,380 9,935 Reinsurance balances recoverable on: Paid losses and settlement expenses 3,676 3,461 Unpaid losses and settlement expenses 28,768 36,155 Unearned premiums 4,068 4,943 Deferred policy acquisition costs 3,992 3,343 Equipment, at cost less accumulated depreciation (1996 - $1,699; 1995 - $1,437) 1,331 1,105 Other assets 2,204 2,129 - ------------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $112,870 $126,568 ========================================================================================================================= LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Reserves for losses and settlement expenses $ 55,300 $ 66,152 Unearned premiums 17,925 17,234 Other policyholder funds 6,580 7,247 Amounts payable to reinsurers 3,089 5,008 Accrued expenses and other liabilities 8,321 7,687 - ------------------------------------------------------------------------------------------------------------------------- 91,215 103,328 Commitments and contingencies - Notes A, B, C and H Shareholders' equity: Common Stock, par value $1 per share - authorized 10,000,000 shares, issued and outstanding: 1996 - 4,678,183; 1995 - 4,675,038 4,678 4,675 Additional paid-in capital 1,489 1,477 Unrealized (loss) gain on securities available-for-sale (65) 465 Retained earnings 15,553 16,623 - ------------------------------------------------------------------------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY 21,655 23,240 - ------------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $112,870 $126,568 ========================================================================================================================= See notes to consolidated financial statements. 45 27 Consolidated Statements of Operations - -------------------------------------------------------------------------------------------------------------------- Year Ended December 31 McM CORPORATION AND SUBSIDIARIES 1996 1995 1994 - -------------------------------------------------------------------------------------------------------------------- (Thousands of dollars, except per share data) Revenues Premiums earned $ 73,568 $ 69,602 $ 66,846 Premiums ceded (21,714) (23,901) (25,720) ------------------------------------ Net premiums earned 51,854 45,701 41,126 Investment income, less investment expense (1996 - $457; 1995 - $474; 1994 - $459) 3,159 3,497 3,684 Realized investment gains 40 123 122 Other income 645 250 372 - ------------------------------------------------------------------------------------------------------------------ TOTAL REVENUES 55,698 49,571 45,304 Losses and Expenses Losses and settlement expenses 51,781 46,055 45,488 Losses and settlement expenses ceded (12,571) (15,021) (16,364) ------------------------------------ Net losses and settlement expenses 39,210 31,034 29,124 Underwriting, acquisition and administrative expenses 17,426 16,224 14,867 (Recoveries of) provision for bad debts on liquidated reinsurers (150) 103 (41) - ------------------------------------------------------------------------------------------------------------------ TOTAL LOSSES AND EXPENSES 56,486 47,361 43,950 - ------------------------------------------------------------------------------------------------------------------ NET (LOSS) INCOME ($ 788) $ 2,210 $ 1,354 ================================================================================================================== Per Share Data Net (loss) income per share ($ 0.17) $ 0.47 $ 0.29 ================================================================================================================== See notes to consolidated financial statements. 46 28 Consolidated Statements of Shareholders' Equity - ------------------------------------------------------------------------------------------------------------------------ Net Additional Unrealized McM CORPORATION Common Paid-in Investment Retained AND SUBSIDIARIES Stock Capital Gain (Loss) Earnings - ------------------------------------------------------------------------------------------------------------------------ (Thousands of dollars) BALANCES AT JANUARY 1, 1994 $ 4,675 $1,477 $ 511 $13,059 Net income for 1994 1,354 Change in net unrealized loss or gain on securities available-for-sale (669) - --------------------------------------------------------------------------------------------------------------------- BALANCES AT DECEMBER 31, 1994 4,675 1,477 (158) 14,413 Net income for 1995 2,210 Change in net unrealized loss or gain on securities available-for-sale 623 - --------------------------------------------------------------------------------------------------------------------- BALANCES AT DECEMBER 31, 1995 4,675 1,477 465 16,623 Net loss for 1996 (788) Change in net unrealized loss or gain on securities available-for-sale (530) Employee stock purchases 3 12 Dividends declared and paid (282) - --------------------------------------------------------------------------------------------------------------------- BALANCES AT DECEMBER 31, 1996 $ 4,678 $1,489 ($ 65) $15,553 ===================================================================================================================== See notes to consolidated financial statements. 47 29 Consolidated Statements of Cash Flows - ------------------------------------------------------------------------------------------------------------------------------- Year Ended December 31 McM CORPORATION AND SUBSIDIARIES 1996 1995 1994 - ------------------------------------------------------------------------------------------------------------------------------- (Thousands of dollars) Operating Activities Net (loss) income ($ 788) $ 2,210 $ 1,354 Adjustments to reconcile net (loss) income to net cash used by operating activities: Policy liabilities (10,828) (12,461) (19,706) Premiums receivable 555 (1,143) (244) Accrued investment income 37 176 (251) Net recoverable from reinsurers 6,128 6,625 3,342 Amortization of deferred policy acquisition costs 9,116 7,141 6,098 Policy acquisition costs deferred (9,765) (7,249) (5,801) Other 1,150 673 590 - ------------------------------------------------------------------------------------------------------------------------------ CASH USED BY OPERATING ACTIVITIES (4,395) (4,028) (14,618) Investing Activities Fixed maturity securities available-for-sale: Purchases (18,447) (109) (3,824) Sales 0 3,377 3,372 Maturities 12,974 1,408 3,306 Fixed maturity securities held-to-maturity: Purchases (1,118) (2,984) (10,107) Maturities 11,362 120 3,095 Purchases of property and equipment, net (757) (474) (142) Change in short-term investments 787 2,830 19,397 - ------------------------------------------------------------------------------------------------------------------------------ CASH PROVIDED BY INVESTING ACTIVITIES 4,801 4,168 15,097 - ------------------------------------------------------------------------------------------------------------------------------ Financing Activities Employee stock purchases 15 0 0 Cash dividends paid (282) 0 0 - ------------------------------------------------------------------------------------------------------------------------------ CASH USED BY FINANCING ACTIVITIES (267) 0 0 - ------------------------------------------------------------------------------------------------------------------------------ NET INCREASE IN CASH $ 139 $ 140 $ 479 ============================================================================================================================== See notes to consolidated financial statements. 48 30 Notes to Consolidated Financial Statements McM Corporation and Subsidiaries NOTE A Significant Accounting Policies Basis of Presentation: The consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) which, as to the insurance subsidiaries, vary in some respects from statutory accounting practices which are prescribed or permitted by the various state insurance departments. The consolidated financial statements include the accounts and operations of McM and its wholly-owned subsidiaries. McM is actively engaged through certain of its subsidiaries in the property and casualty insurance business. All significant intercompany accounts and transactions have been eliminated. The Company's subsidiaries are as follows: Subsidiary Abbreviation - -------------------------------------------------------------------------------- Property and Casualty: Occidental Fire & Casualty Company of North Carolina OF&C Wilshire Insurance Company Wilshire Other: Equity Holdings, Inc. Equity - -------------------------------------------------------------------------------- The property and casualty insurance subsidiaries are primarily involved in the sale of commercial automobile and private passenger automobile insurance. The commercial automobile insurance consists primarily of liability, physical damage and inland marine coverages. The commercial automobile lines of business represented 80%, 84%, and 89% of gross written premium in 1996, 1995 and 1994, respectively. Private passenger automobile insurance, which represents the remainder of gross written premiums, consists primarily of liability and physical damage coverages. The Company's products are generally marketed through general and independent agents. In 1996, premiums were written in 27 states throughout the U.S. Direct premiums written in California, all of which were for commercial automobile insurance products, represented 34%, 37% and 40% of total direct written premiums in 1996, 1995 and 1994, respectively. Investments: Fixed maturity securities are classified as either held-to-maturity or available-for-sale. Management determines the appropriate classification of fixed maturity securities at the time of purchase and reevaluates such designation as of each balance sheet date. The Company has identified and accounted for its investments as follows: 49 31 Securities held-to-maturity and available-for-sale: Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost. Securities not classified as held-to-maturity are classified as available-for-sale. Available-for-sale securities are stated at fair value, with the unrealized gains and losses reported as a separate component of shareholders' equity. The amortized cost of securities classified as held-to-maturity or available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity, or in the case of mortgage-backed securities, over the estimated life of the security. Such amortization is included in investment income. Realized gains and losses include any declines in value judged to be other-than-temporary. The cost of securities sold is based on the specific identification method. Short-term investments are comprised of corporate master notes and United States Treasury Notes and Bills maturing in twelve months or less. These investments are carried at fair value. The Company had fixed maturity securities with a face value of approximately $11.8 million and $16.1 million on deposit with various state insurance departments at December 31, 1996, and 1995, respectively. The Company also had $3.4 million in short-term investments held in a security trust as collateral for assumed reinsurance balances at December 31, 1996 and 1995. Cash: Cash represents cash balances deposited in banking institutions. Balances invested in corporate master notes and other interest bearing cash equivalents are included in short-term investments. Equipment: Equipment is stated at cost less allowances for accumulated depreciation which are computed principally on the straight-line method. Recognition of Insurance Revenues: Premiums for property and casualty insurance policies are recognized as revenues on a monthly pro rata basis over the terms of the policies. The Company utilizes a general agency force to market its annual commercial automobile business and a portion of its private passenger automobile business. As of December 31, 1996, agents' balances receivable of approximately $3.9 million were associated with three general agents. 50 32 Deferred Policy Acquisition Costs: Costs which vary with and are primarily related to the production of property and casualty policies are deferred to the extent recoverable and are amortized over the lives of the policies in proportion to the recognition of premiums earned. Anticipated investment income is considered in the evaluation of recoverability of unamortized deferred acquisition costs. Reserves for Losses and Settlement Expenses: Reserves for estimated losses are determined on a case basis for reported claims and on estimates based on Company experience for loss settlement expenses and incurred but not reported claims. These liabilities give effect to trends in claims severity and other factors which may vary as the losses are ultimately settled. Although considerable variability is inherent in such estimates for losses and loss settlement expenses, management believes that these liabilities are adequate. The estimates are continually reviewed and, as adjustments to these liabilities become necessary, such adjustments are reflected in current operations. The reserves for losses include amounts assumed from involuntary pools and other residual market mechanisms of the various states in which the Companies have written policies. The estimated liability for the assumed pools is recorded based on information provided to the Company by the pools. Reinsurance: McM assumes and cedes reinsurance and participates in various pools and associations. The reinsurance arrangements allow management to control exposure to potential losses arising from large risks, and provide additional capacity for growth. The reinsurance is effected under quota-share contracts and by excess-of-loss contracts. Amounts recoverable from reinsurers for unpaid losses and settlement expenses are estimated in a manner consistent with the related liabilities associated with reinsured policies. Income Taxes: The Company accounts for income taxes using the liability method. Deferred tax assets, net of a valuation allowance, and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Leases: The Company and its subsidiaries rent office space and equipment under various operating lease agreements. The 51 33 aggregate rental expense charged to operations was approximately $802,000 in 1996, $737,000 in 1995, and $658,000 in 1994. Future minimum lease commitments require payments of approximately $642,000 in 1997 and $426,000 in 1998. Use of Estimates: The preparation of financial statements requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known which could impact the amounts reported and disclosed herein. New Accounting Standards: The Financial Accounting Standards Board ("FASB") previously issued Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("SFAS 121"). SFAS 121 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. SFAS 121 also addresses the accounting for long-lived assets that are expected to be disposed of. Although the Company adopted SFAS 121 in the first quarter of 1996, there was no impact on current earnings. The Company also adopted Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123") during 1996. See Note I for further discussion. NOTE B Statutory Results and Dividend Restrictions The reporting practices for McM's insurance subsidiaries prescribed or permitted by state regulatory authorities ("statutory accounting") differ from generally accepted accounting principles. OF&C (which includes Wilshire on a statutory equity basis) reported to insurance regulatory authorities net income of $49,000 in 1996, $2.0 million in 1995, and $578,000 in 1994 and combined capital and surplus of $18.2 million and $19.2 million December 31, 1996 and 1995, respectively. McM's insurance subsidiaries are subject to regulation and supervision by regulatory authorities in the states in which they operate. The regulatory bodies have broad administrative powers relating to standards of solvency, minimum capital and surplus requirements, maintenance of required reserves, payments of dividends, statutory accounting and reporting practices, and other financial and operational matters. Generally, the net assets of the insurance subsidiaries available for transfer to the parent company are limited to the amounts by which the insurance subsidiaries' net assets, as determined in accordance 52 34 with statutory accounting practices, exceed the minimum statutory capital requirement of $2,250,000. Also, by statute, dividends exceeding the lesser of 10% of statutory-basis capital and surplus or the previous year's net income, excluding net realized capital gains, require the prior approval of the Commissioner of the North Carolina Department of Insurance. OF&C and Wilshire are domiciled in the State of North Carolina and prepare their statutory-basis financial statements in accordance with accounting practices and procedures prescribed or permitted by the North Carolina Department of Insurance. "Prescribed" statutory accounting practices include state laws, regulations, and general administrative rules, as well as a variety of publications of the National Association of Insurance Commissioners ("NAIC"). "Permitted" statutory accounting practices may differ from state to state, may differ from company to company within a state, and may change in the future. The NAIC currently is in the process of codifying statutory accounting practices, the result of which is expected to constitute the only source of "prescribed" statutory accounting practices. The completion date of that project is currently undeterminable. However, upon completion, prescribed statutory accounting practices will likely change, to some extent, and may result in changes to the accounting that insurance enterprises use to prepare their statutory financial statements. The North Carolina Department of Insurance imposes minimum risk-based capital requirements on insurance enterprises that were developed by the NAIC. The formulas for determining the amount of risk-based capital ("RBC") specify various weighting factors that are applied to financial balances or various levels of activity based on the perceived degree of risk. Regulatory compliance is determined by a ratio ("the Ratio") of the enterprise's regulatory total adjusted capital, as defined by the NAIC, to its authorized control level RBC as defined by the NAIC. Enterprises below specific trigger points or ratios are classified within certain levels, each of which requires corrective action. Each of McM's insurance subsidiaries' Ratios exceed any minimum RBC requirement. NOTE C Reinsurance The property and casualty insurance subsidiaries have entered into reinsurance agreements with various reinsurers in order to reduce their ultimate claim risk. Current reinsurance agreements provide for premium rates based on the amount of coverage in excess of the defined retention level. Generally, the Company's retention level for all accident years was $100,000 with the exception of the 1991 accident year which was $250,000. These retention levels are effected under 53 35 the Company's casualty excess of loss reinsurance treaties. The Company is also party to quota share reinsurance arrangements on its private passenger automobile and commercial auto liability coverages. A quota share reinsurance treaty is maintained on the Company's private passenger automobile business which became effective in April 1993. The rates pertaining to this treaty were 30% during 1996, and 40% prior to 1996. This treaty was placed to help control the Company's statutory net writings to surplus ratios as well as future premium growth in that market. A 5% quota share reinsurance treaty is also maintained by the Company to help control future growth in this line of business. The effect of reinsurance on premiums written and earned in 1996, 1995 and 1994 was as follows: For the Year Ended December 31 -------------------------------------------------------------------------------- 1996 1995 1994 Premiums Premiums Premiums Written Earned Written Earned Written Earned ------- ------ ------- ------ ------- ------ (Thousands of dollars) Direct $ 62,698 $ 63,163 $ 64,099 $ 63,731 $ 62,558 $65,572 Assumed 11,561 10,405 7,926 5,871 2,989 1,274 Ceded (20,839) (21,714) (25,362) (23,901) (27,527) (25,720) -------- -------- -------- -------- -------- ------- Net $ 53,420 $ 51,854 $ 46,663 $ 45,701 $ 38,020 $41,126 ======== ======== ======== ======== ======== ======= The Company has provided amounts for losses arising from uncollectible balances due from various property and casualty reinsurers. These provisions are based on the overall trends experienced in the reinsurance industry and an evaluation and analysis of individual balances due the Company. To minimize its exposure to significant losses from reinsurance insolvencies, OF&C and Wilshire evaluate the financial condition of their reinsurers and monitor concentration of credit risk arising from similar geographic regions, activities or economic characteristics of the reinsurers. At December 31, 1996, reinsurance recoverables of $5.9 million were associated with a single reinsurer. The remaining reinsurance recoverables were associated primarily with six reinsurers. OF&C and Wilshire's policy is to hold collateral under related reinsurance agreements in the form of letters of credit for all reinsurers not licensed to do business in North Carolina. To the extent that reinsuring companies may later be unable to meet obligations under the reinsurance agreements, the insurance subsidiaries would remain liable. 54 36 NOTE D Income Taxes The Revenue Reconciliation Act of 1993 increased the U.S. Federal income tax rate to 35% for taxable income in excess of $10 million. Because of the large tax return net operating loss carryforwards of the Company and Company estimates that annual taxable income in the near future, before utilization of the carryforwards, will not exceed $10 million, a U.S. Federal income tax rate of 34% has been used to compute deferred tax assets and liabilities for the Company. There was no income tax expense attributable to income from continuing operations for the years ended December 31, 1996, 1995 and 1994. These amounts differed from the amounts computed by applying the U.S. federal income tax rate of 34 percent to pretax income from continuing operations as follows: Year Ended December 31 1996 1995 1994 (Thousands of dollars) Pretax income (loss) from continuing operations $(788) $ 2,210 $1,354 - ------------------------------------------------------------------------------------- Computed "expected" tax expense (benefit) (268) 751 $ 460 Increase (decrease) in taxes resulting from: Change in valuation allowance 257 (2,768) (281) Other 11 33 (179) Net operating and capital losses not utilized -- 1,984 -- - ------------------------------------------------------------------------------------- Income Tax Expense $ 0 $ 0 $ 0 ===================================================================================== The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 1996 and December 31, 1995, are presented below. 55 37 December 31 -------------------------- 1996 1995 (Thousands of dollars) Deferred tax asset: Unearned premium reserves $ 942 $ 836 Claim reserves 1,279 1,095 Tax return net operating and capital loss carryforwards 30,810 30,804 Unrealized losses on fixed maturity securities 22 -- Other 252 263 -------- -------- Total gross deferred tax assets 33,305 32,998 Less: Valuation allowance (31,624) (31,367) -------- -------- Net deferred tax assets $ 1,681 $ 1,631 Deferred tax liabilities: Deferred policy acquisition costs $ 1,357 $ 1,137 Agent balances 47 180 Unrealized gains on fixed maturity securities -- 158 Other 277 156 -------- -------- Total liabilities $ 1,681 $ 1,631 -------- -------- Net deferred tax account $ 0 $ 0 ======== ======== The valuation allowance for deferred tax assets as of January 1, 1996, was $31,367,000. The net change in the total valuation allowance for the year ended December 31, 1996, was an increase of $257,000. McM and its subsidiaries file a consolidated income tax return. The Company had cumulative tax operating loss carryforwards of approximately $88 million as of December 31, 1996, with expiration dates of 1997 through 2011. In addition, the Company had tax capital loss carryforwards of $3,172,000. The tax capital loss carryforwards expire in 1997. No income taxes were paid in 1996, 1995, or 1994. NOTE E Pension Plan McM and its subsidiaries have a non-contributory defined benefit pension plan covering substantially all their employees. The plan provides for payments to qualified employees based on 56 38 compensation and years of service. The Company and its subsidiaries make contributions to the plan, if necessary, equal to the amounts required by ERISA. The following table sets forth the plan's funded status and amounts recognized in the Company's balance sheets at December 31: December 31 ------------------------ 1996 1995 - -------------------------------------------------------------------------------- (Thousands of dollars) Actuarial present value of benefit obligations: Accumulated benefit obligation, including vested benefits of $1,890 in 1996 and $1,707 in 1995 $ 2,027 $ 1,813 ================================================================================ Projected benefit obligation for service rendered to date $(2,816) $(2,591) Plan assets at fair value, primarily listed stocks, U.S. bonds, and money market accounts 1,819 1,161 - -------------------------------------------------------------------------------- Projected benefit obligation in excess of plan assets (997) (1,430) Unrecognized net loss 356 566 Deferred asset gain (157) (51) Unrecognized prior service cost (52) (56) Unrecognized net transition asset (78) (94) - -------------------------------------------------------------------------------- Net pension liability $ (928) $(1,065) ================================================================================ 57 39 Net periodic pension expense included the following components: Year Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- (Thousands of dollars) Service cost-benefits earned during the period $ 257 $ 208 $ 190 Interest cost on projected benefit obligation 206 176 143 Actual return on plan assets (277) (135) 64 Net amortization and deferral 157 40 (151) - -------------------------------------------------------------------------------- Net periodic pension cost $ 343 $ 289 $ 246 ================================================================================ The weighted average discount rate used to determine the actuarial present value of the projected benefit obligation was 7.75% and 7.25% at December 31, 1996, and 1995, respectively. The rate of increase in future compensation levels used to determine the actuarial present value of the projected benefit obligation was 4.75% at December 31, 1996, and at December 31, 1995. The expected long-term rate of return on plan assets was 9% for the years ended December 31, 1996, 1995, and 1994. The unrecognized prior service cost and the cumulative net recognized gains and losses in excess of the greater of the market value of plan assets and the projected benefit obligation are being amortized using the optional straight-line method over the average expected future service of active participants. NOTE F Investment Operations The sources of investment income are summarized as follows: Year Ended December 31 ------------------------------ 1996 1995 1994 - -------------------------------------------------------------------------------- (Thousands of dollars) Fixed maturities $2,490 $3,155 $3,229 Other long-term investments 48 36 38 Short-term investments 1,078 780 876 ------------------------------ 3,616 3,971 4,143 Investment expenses 457 474 459 ------------------------------ NET INVESTMENT INCOME $3,159 $3,497 $3,684 ============================== 58 40 The amortized cost and estimated market values of investments in fixed maturities at December 31, 1996 and 1995, are as follows: Gross Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value --------------------------------------------- (Thousands of dollars) Fixed Maturity Securities Available-for-Sale: December 31, 1996: U.S. Treasury securities and obligations of U.S. governmental corporations and agencies $17,449 $ 33 $(111) $17,371 Public utilities and other 665 -- (162) 503 Mortgage-backed securities 18,824 291 (116) 18,999 - -------------------------------------------------------------------------------- Total $36,938 $324 $(389) $36,873 ================================================================================ Gross Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value --------------------------------------------------- (Thousands of dollars) Fixed Maturity Securities Held-to-Maturity: December 31, 1996: U.S. Treasury securities and obligations of U.S. governmental corporations and agencies $5,745 $58 $(4) $5,799 Obligations of states and political subdivisions 193 30 -- 223 ------ --- --- ------ Total $5,938 $88 $(4) $6,022 ================================================================================ 59 41 Gross Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value --------------------------------------------------- (Thousands of dollars) Fixed Maturity Securities Available-for-Sale: December 31, 1995: U. S. Treasury securities and obligations of U.S. governmental corporations and agencies $25,998 $329 $ -- $26,327 Public utilities 758 3 (7) 754 Mortgage-backed securities 4,445 294 (48) 4,691 U.S. corporate securities 276 -- (106) 170 - -------------------------------------------------------------------------------- Total $31,477 $626 $(161) $31,942 ================================================================================ Gross Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value ---------------------------------------------------- (Thousands of dollars) Fixed Maturity Securities Held-to-Maturity: December 31, 1995: U.S. Treasury securities and obligations of U.S. governmental corporations and agencies $16,037 $166 $-- $16,203 Obligations of states and political subdivisions 193 33 -- 226 - -------------------------------------------------------------------------------- Total $16,230 $199 $-- $16,429 ================================================================================ The amortized cost and estimated market value of fixed maturities at December 31, 1996, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities as certain borrowers have the right to call or prepay obligations without penalty. 60 42 Estimated Amortized Market Cost Value ---------------------- (Thousands of dollars) Fixed Maturity Securities Available-for-Sale: Due in one year or less $ 2,227 $ 2,089 Due after one year through five years 10,727 10,667 Due after five years through ten years 5,067 5,030 Due after ten years 93 88 - ---------------------------------------------------------------------------- 18,114 17,874 Mortgage backed securities 18,824 18,999 - ---------------------------------------------------------------------------- $36,938 $36,873 ============================================================================ Fixed Maturity Securities Held-to-Maturity: Due in one year or less $ 77 $ 77 Due after one year through five years 4,643 4,683 Due after five years through ten years 1,218 1,262 Due after ten years -- -- - ---------------------------------------------------------------------------- $ 5,938 $ 6,022 ============================================================================ Realized gains and losses from sales of investments in fixed maturities were as follows: Year Ended December 31 1996 1995 1994 ------------------------ (Thousands of dollars) Realized gains and losses: Fixed maturity securities available-for-sale: Gross realized gains $40 $123 $122 Gross realized losses -- -- -- 61 43 The carrying value of investments in persons (other than the U.S. Government or a Government Agency or Authority, State, Municipality, or Political Subdivision) exceeding 10% of total shareholders' equity is as follows: December 31 ---------------------- 1996 1995 ---------------------- (Thousands of dollars) Southern Capital Corporation $3,628 $6,231 General Electric Capital Corporation $8,903 $8,617 NOTE G Reserves for Losses and Settlement Expenses The consolidated financial statements include the estimated reserve for losses and settlement expenses of the property and casualty insurance subsidiaries. The subsidiaries primarily write commercial auto liability, physical damage and cargo coverages and non-standard private passenger automobile coverages. The liabilities for losses and settlement expenses are determined using case basis evaluations and statistical projections and represent estimates of the ultimate net cost of all unpaid losses and settlement expenses incurred through December 31 of each year. These estimates give effect to trends in claims severity and other factors which may vary as the liabilities are ultimately settled. The estimates are continually reviewed and, as adjustments to these liabilities become necessary, such adjustments are reflected in current operations. The following table provides a reconciliation of the beginning and ending reserve balances for losses and settlement expenses, on a gross-of-reinsurance basis, for 1996, 1995 and 1994, to the gross amounts reported in McM's balance sheet. 62 44 Year Ended December 31 ------------------------------------ 1996 1995 1994 ------------------------------------ (Thousands of dollars) Reserves for losses and settlement expenses, net of reinsurance recoverables, at beginning of year $29,997 $ 38,415 $51,625 Provision for insured events of the current year 37,651 31,282 29,106 Increase (decrease) in provision for insured events of prior years 1,559 (248) 18 ----------------------------------- Incurred losses and settlement expenses during current year, net of reinsurance 39,210 31,034 29,124 Payments for: Losses and settlement expenses attributable to insured events of the current year 22,853 18,113 15,307 Losses and settlement expenses attributable to insured events of prior years 19,822 21,339 27,027 ----------------------------------- 42,675 39,452 42,334 ----------------------------------- Reserves for losses and settlement expenses, net of reinsurance recoverables, at end of year 26,532 29,997 38,415 Reinsurance recoverable on unpaid losses and settlement expenses at end of current year 28,768 36,155 42,471 ----------------------------------- Gross reserves for losses and settlement expenses at end of year $55,300 $ 66,152 $80,886 =================================== The reconciliation above reflects the emergence of a $1,559,000 deficiency in the December 31, 1995, reserve during 1996, approximately $800,000 of which relates to discontinued lines of business and participation in involuntary pools and other residual market mechanisms in which OF&C and Wilshire are required to participate by the various states in which the companies write insurance. The remainder consists of 63 45 approximately $68,000 relating to commercial auto lines of business, and $691,000 relating to private passenger auto lines of business. The anticipated effect of inflation is implicitly considered when estimating liabilities for losses and settlement expenses. While anticipated cost increases due to inflation are considered in estimating the ultimate claim costs, the increase in average severity of claims is caused by a number of factors that vary with the individual type of policy written. Future average severity is projected based on historical trends adjusted for anticipated changes in these trends and general economic conditions. These anticipated trends are monitored based on actual development and are modified as necessary. NOTE H Contingencies Litigation: In the normal course of operations, certain subsidiaries of the Company have been named as parties to various pending and threatened litigation. While the outcome of some of these matters cannot be estimated with certainty, it is the opinion of management, that the resolution of these matters will not have a material adverse affect on the Company's consolidated financial position, or results of operations. Guaranty Associations: The insurance subsidiaries are required to be members of various state insurance guaranty associations in order to conduct business in those states. These associations have the authority to assess member companies in the event that an insurance company conducting business in that state is unable to meet its policyholder obligations. The Company recognizes the expense for these assessments in the year they are assessed. The Company received net refunds of $26,000 and 12,000 in 1996 and 1995, respectively, and incurred expenses of $76,000 in 1994 related to these assessments. NOTE I Stock Option Plan and Earnings Per Share At December 31, 1996, the Company adopted Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based Compensation" ("SFAS 123"). SFAS 123 introduces a fair-value based method of accounting for stock-based compensation and encourages, but does not require, compensation expense recognition for grants of stock, stock options and other equity instruments to employees. In accordance with SFAS 123, the Company has elected to continue to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related interpretations in accounting for its employee stock options. 64 46 The Company had an Employee Incentive Stock Option Plan, the 1986 Employee Incentive Stock Option Plan ("1986 Plan"), which expired by its terms, May 16, 1996. The 1986 Plan provided that options be granted to selected key employees at exercise prices equal to market value on the date the option is granted. Options were granted for a period not exceeding ten years and were exercisable at a rate of 20% per year starting one year from the date of grant. Depending upon the circumstances of an optionee's termination of employment, the optionee's options either a) remain exercisable for three months after termination to the extent they were exercisable at termination unless vesting is accelerated by the Compensation Committee, b) remain exercisable until a change in control of the Company, as defined in the 1986 plan, c) remain exercisable for five years and one day from the date of the optionee's termination or d) terminate as of the termination of the optionee's employment. The Company had reserved 250,000 shares of common stock for distribution under the Plan. The following options to purchase the Company's common shares were outstanding under the 1986 Plan as of December 31, 1996 and 1995: NUMBER OF SHARES UNDERLYING OUTSTANDING OPTIONS OPTION PRICE DATE OF GRANT 1996 1995 PER SHARE - -------------------------------------------------------------------------------- January 15, 1988 1,000 11,000 $ 8.50 October 6, 1988 2,000 2,000 $10.00 January 15, 1993 42,962 42,962 $ 1.38 July 25,1994 19,000 19,000 $ 2.25 August 17, 1994 81,000 81,000 $ 2.75 - -------------------------------------------------------------------------------- 145,962 155,962 ================================================================================ At December 31, 1996, 68,778 options were exercisable. No options have been exercised under the Plan. The weighted-average exercise price is $2.42 per share and the weighted-average remaining contractual life is 5.7 years at December 31, 1996. Earnings per common share are based on the average number of shares of Common Stock outstanding during the year. The effect of stock options is not dilutive in the computation of earnings per share. In 1996 the Company adopted the 1996 Employee Incentive Stock Option Plan ("1996 Plan") which generally has the same terms as the 1986 Plan. The Company has reserved 300,000 shares of common stock for distribution under the 1996 Plan. No options had been granted under the 1996 Plan as of December 31, 1996. 65 47 The Company has a phantom stock plan under which shares of "phantom stock" may be awarded to certain employees. A maximum of 250,000 shares of phantom stock may be awarded under the plan. Upon maturity of an award, shares of phantom stock are settled in cash equal to the market value of common shares at the maturity date plus the amount of cash dividends paid on an equal number of common shares over the life of the award. The awards generally vest over a five year period beginning five years after the award date and mature on the two year anniversary of the termination of the employee, or upon a change in control (as defined in the plan) of the Company. In both 1996 and 1995, 50,000 shares of phantom stock were granted under the plan and related expenses of $44,000 and $26,000 were accrued, respectively. Pro forma information regarding net (loss) income and earnings per share is required by SFAS 123, which also requires that the information be determined as if the Company has accounted for its employee stock options and awards granted subsequent to December 31, 1994, under the fair value method prescribed by SFAS 123. The estimated fair value of the phantom stock awards, calculated under a Black-Scholes valuation model, did not have a material impact on the reported net (loss) income or net (loss) income per share at December 31, 1996 and 1995. Further, because SFAS 123 is applicable only to stock-based awards granted after December 31, 1994, the pro forma effect of the amortization of the estimated fair value of the Company's outstanding stock is not likely to be representative of the effects on the reported net (loss) income for future years. 66 48 NOTE J Summary of Fair Values The method of determining fair values for investments in fixed maturity securities is discussed in Note F. For all other financial instruments, carrying value approximates fair value. The following table summarizes the carrying value and fair value of financial instruments: December 31 1996 1995 --------------------------------------------------- Carrying Fair Carrying Fair Value Value Value Value --------------------------------------------------- (Thousands of dollars) Financial Assets: Cash $ 1,776 $ 1,776 $ 1,637 $ 1,637 Short-term investments $14,061 $14,061 $14,848 $14,848 Fixed maturity securities available-for-sale (Note F) $36,873 $36,873 $31,942 $31,942 Fixed maturity securities held-to-maturity (Note F) $ 5,938 $ 6,022 $16,230 $16,429 67 49 Report of Independent Auditors ERNST & YOUNG LLP Board of Directors and Shareholders McM Corporation We have audited the accompanying consolidated balance sheets of McM Corporation and subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of operations, shareholders equity and cash flows for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of McM Corporation and subsidiaries at December 31, 1996 and 1995, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. Raleigh, North Carolina February 28, 1997 ERNST & YOUNG LLP 68 50 SUMMARY OF QUARTERLY RESULTS OF OPERATIONS The following is a summary of quarterly results of operations for the years ended December 31, 1996 and 1995. - ------------------------------------------------------------------------------------------------- March 31 June 30 Sept. 30 Dec. 31 - ------------------------------------------------------------------------------------------------- (Thousands of dollars, except per share data) 1996 Premiums $12,758 $12,862 $12,883 $ 13,351 Investment Income, Less Investment Expense 890 717 764 788 Realized Gains 0 0 0 40 Losses and Expenses 13,038 13,087 13,305 17,056 Net Income (Loss) 671 598 423 (2,480) Net Income (Loss) Per Share $ 0.14 $ 0.13 $ 0.09 ($ 0.53) 1995 Premiums $10,590 $10,778 $11,915 $ 12,418 Investment Income, Less Investment Expense 896 891 857 853 Realized Gains 0 0 0 123 Losses and Expenses 10,927 11,173 11,974 13,287 Net Income 594 540 852 224 Net Income Per Share $ 0.13 $ 0.12 $ 0.18 $ 0.05 69 51 Officers and Directors Officers Directors George E. King Michael A. DiGregorio Chairman Emeritus and Vice President/Senior Trust Counsel Chief Executive Officer Wilmington Trust Company Wilmington, DE Stephen L. Stephano President and George E. King Chief Operating Officer Chairman Emeritus and Chief Executive Officer Michael D. Blinson McM Corporation Senior Vice President Raleigh, NC and Corporate Secretary Laurence F. Lee, Jr. Kevin J. Hamm Retired Vice President and Jacksonville, FL Chief Financial Officer Laurence F. Lee III Harold A. Strube President Vice President and Plan Analysts, Inc. Assistant Corporate Secretary Jacksonville, FL Claude G. Sanchez, Jr. Private Investor Veguita, NM Stephen L. Stephano President and Chief Operating Officer McM Corporation Raleigh, NC R. Peyton Woodson III President Enterprise Holdings Proprietary, Inc. Raleigh, NC 70 52 Corporate Information McM Corporation Corporate Office 702 Oberlin Road P.O. Box 12317 Raleigh, North Carolina 27605 Telephone: (919)833-1600 Registrar-Transfer Agent Wachovia Bank and Trust Company, N.A. Winston-Salem, North Carolina General Counsel Ragsdale, Liggett & Foley, PLLC Raleigh, North Carolina Independent Auditors Ernst & Young LLP Raleigh, North Carolina Form 10-K Annual Report for the year ended December 31, 1996, has been filed with the Securities and Exchange Commission. A copy will be made available to shareholders without charge upon request. Please write to Corporate Secretary at the Corporation's Corporate Office. Annual Meeting The Annual Shareholders' Meeting of McM Corporation will be held at the corporate offices of McM Corporation, 702 Oberlin Road, Raleigh, North Carolina, on May 22, 1997, at 10:00 a.m. 71