1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999 ------------- OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------- -------- Commission File Number: 0-8678 -------------- McM Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) North Carolina 56-1171691 - ------------------------------- ------------------- (State or other jurisdiction of (IRS Employer incorporation of organization) Identification No.) Box 12317, 702 Oberlin Road, Raleigh, North Carolina 27605 - ---------------------------------------------------- ---------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (919) 833-1600 -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- At June 30, 1999, 4,701,929 shares of Common Stock of the registrant were outstanding. 2 INDEX McM CORPORATION AND SUBSIDIARIES PART I. FINANCIAL INFORMATION (Unaudited) Item 1. Financial Statements Consolidated Balance Sheets -- June 30, 1999 and December 31, 1998 Consolidated Statements of Income --Six and Three Months Ended June 30, 1999 and 1998 Consolidated Statements of Cash Flows -- Six Months Ended June 30, 1999 and 1998 Consolidated Statement of Changes in Shareholders' Equity -- June 30, 1999 Notes to Consolidated Financial Statements -- June 30, 1999 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Default Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K SIGNATURES 3 CONSOLIDATED BALANCE SHEETS (UNAUDITED) McM CORPORATION AND SUBSIDIARIES (Thousands of dollars) June 30 December 31 ASSETS 1999 1998 ---------------- ----------------- Invested Assets: Securities available-for-sale, at fair value: Fixed maturities (amortized cost: 1999 - $25,605; 1998 - $25,152) $25,373 $25,660 Equity securities (cost: 1999 - $21,451, 1998 - $18,093) 30,399 21,969 Fixed maturities held-to-maturity, at amortized cost (fair value: 1999 - $1,722; 1998 - $3,275) 1,661 3,138 Short-term investments 8,577 11,572 ---------------- ----------------- 66,010 62,339 Cash 10,375 8,120 Accrued investment income 602 579 Premiums receivable 7,722 6,660 Reinsurance balances recoverable on: Paid losses and settlement expenses 4,073 3,090 Reserves for losses and settlement expenses 25,393 27,539 Unearned premiums 2,353 2,847 Deferred policy acquisition costs 2,722 2,407 Equipment, at cost less accumulated depreciation (1999 - $2,206; 1998 - $2,153) 1,948 1,639 Other assets 1,863 2,515 ---------------- ----------------- TOTAL ASSETS $123,061 $117,735 ================ ================= LIABILITIES AND SHAREHOLDERS' EQUITY Reserves for losses and settlement expenses $54,792 $60,844 Unearned premiums 11,496 10,793 Other policyholder funds 5,871 5,881 Amounts payable to reinsurers 3,219 3,233 Accrued expenses 14,251 8,527 ---------------- ----------------- TOTAL LIABILITIES 89,629 89,278 Redeemable Preferred Stock - Series B PIK 27,251 26,000 Shareholders' equity: Common Stock, par value $1 per share - authorized 1999 and 1998 - 10,000,000 shares; issued and outstanding: 1999 - 4,701,929 and 1998 - 4,706,388 shares 4,702 4,706 Additional paid-in capital 1,528 1,540 Accumulated other comprehensive income 8,716 4,384 Retained deficit (8,765) (8,173) ---------------- ----------------- TOTAL SHAREHOLDERS' EQUITY 6,181 2,457 ---------------- ----------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $123,061 $117,735 ================ ================= See notes to consolidated financial statements. 4 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) McM CORPORATION AND SUBSIDIARIES (Thousands of dollars, except per share data) Six Months Ended Three Months Ended June 30 June 30 ----------------------------------- ----------------------------------- 1999 1998 1999 1998 ----------------------------------- ----------------------------------- REVENUES Premiums earned $28,571 $36,129 $14,210 $18,016 Premiums ceded (7,715) (10,440) (3,705) (3,022) ----------------------------------- ----------------------------------- Net premiums earned 20,856 25,689 10,505 14,994 Investment income, less investment expenses: ($218 and $178 for the six months ended June 30, 1999 and 1998, and $109 and $87 for the three months ended June 30, 1999 and 1998) 1,164 1,234 605 607 Realized investment gains 1,578 17 429 0 Other income 202 240 97 110 ----------------------------------- ----------------------------------- TOTAL REVENUES 23,800 27,180 11,636 15,711 LOSSES AND EXPENSES Losses and settlement expenses 21,180 28,225 11,551 16,519 Losses and settlement expenses ceded (5,779) (11,082) (3,728) (6,350) ----------------------------------- ----------------------------------- Net losses and settlement expenses 15,401 17,143 7,823 10,169 Underwriting, acquisition and administrative expenses 7,778 10,030 3,706 5,640 Provision for bad debts on liquidated reinsurers (40) 174 (40) 174 ----------------------------------- ----------------------------------- TOTAL LOSSES AND EXPENSES 23,139 27,347 11,489 15,983 ----------------------------------- ----------------------------------- NET INCOME (LOSS) $661 ($167) $147 ($272) =================================== =================================== PER SHARE DATA: Net income (loss) per share $0.14 ($0.04) $0.03 ($0.06) =================================== =================================== Net income (loss) per share - assuming dilution $0.14 ($0.04) $0.03 ($0.06) =================================== =================================== Dividends per share declared by McM $0.00 $0.00 $0.00 $0.00 =================================== =================================== See notes to consolidated financial statements. 5 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) MCM CORPORATION AND SUBSIDIARIES (Thousands of dollars) Six Months Ended June 30 ----------------------------------- 1999 1998 --------------- ---------------- OPERATING ACTIVITIES Net income (loss) $661 ($167) Adjustments to reconcile net income to net cash used by operating activities: Policy liabilities (5,359) (2,953) Premiums receivable (1,062) 259 Accrued investment income (23) (52) Net receivable from reinsurers 1,643 (4,532) Amortization of deferred policy acquisition costs 4,956 6,329 Policy acquisition costs deferred (5,271) (6,428) Other 3,722 1,791 --------------- ---------------- CASH (USED) BY OPERATING ACTIVITIES (733) (5,753) INVESTING ACTIVITIES Securities available-for-sale: Purchases (10,310) (12,593) Sales 9,524 5,237 Maturities 325 86 Securities held-to-maturity: Maturities 1,480 0 Purchases of property and equipment (1,009) (216) Decrease in short-term investments 2,995 9,551 --------------- ---------------- CASH PROVIDED BY INVESTING ACTIVITIES 3,005 2,065 FINANCING ACTIVITIES Employee stock purchases 0 13 Certificates of contribution 0 5,000 Purchase of outstanding common shares (17) 0 --------------- ---------------- CASH (USED) PROVIDED BY FINANCING ACTIVITIES (17) 5,013 --------------- ---------------- INCREASE IN CASH $2,255 $1,325 =============== ================ See notes to consolidated financial statements. 6 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) McM CORPORATION AND SUBSIDIARIES (Thousands of dollars) Accumulated Other Common Paid-in Comprehensive Retained Stock Capital Income Deficit Total ---------------------------------------------------------------------------------- BALANCES AT JANUARY 1, 1999 $4,706 $1,540 $4,384 ($8,173) $2,457 Activity for 1999: Comprehensive Income: Net income 661 661 Change in unrealized gains on securities 4,332 4,332 ----------------- Comprehensive income 4,993 Repurchase of common stock (4) (12) (16) Dividends on PIK Preferred Stock (1,253) (1,253) ---------------------------------------------------------------------------------- BALANCES AT JUNE 30, 1999 $4,702 $1,528 $8,716 ($8,765) $6,181 ================================================================================== See notes to consolidated financial statements. 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS McM Corporation and Subsidiaries June 30, 1999 NOTE A -- BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. The statements include all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary for a fair statement of the results. For further information regarding the significant accounting policies, refer to the consolidated financial statements and footnotes thereto included in McM's annual report on Form 10-K for the year ended December 31, 1998. NOTE B -- INCOME TAXES No provision for income taxes has been recognized by the Company because of the utilization of net losses or tax return net operating loss carryforwards. NOTE C -- STOCK OPTION PLAN AND EARNINGS PER SHARE Basic earnings per share are based on the weighted-average number of common shares outstanding during the year. The weighted-average number of common shares outstanding was 4,704,128 and 4,696,479 at June 30, 1999 and 1998, respectively. Diluted earnings per share were computed assuming that the weighted-average number of shares was increased by the conversion of fixed awards (employee stock options). The diluted per share computations reflect a change in the number of common shares outstanding (the "denominator") to include the number of additional shares that would have been outstanding if the potentially dilutive shares had been issued. In each period presented, net income or loss, the numerator, is the same for both basic and dilutive per share computations. The denominator was also unchanged for the periods presented. NOTE D -- 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 8 matters cannot be estimated with certainty, it is the opinion of management, after consultation with legal counsel, that the resolution of this litigation will not have a material adverse effect on the Company's consolidated financial position. NOTE E -- SEGMENT INFORMATION The major focus of McM Corporation and its property and casualty insurance subsidiaries is providing commercial insurance protection to the trucking industry including cargo, liability and physical damage coverages and the personal automobile market providing liability and physical damage coverages. The Company , therefore, has two segments: commercial automobile and private passenger automobile. The segments are each managed separately because their insurance products are tailored to meet the specific needs of their respective clientele. The Company does not account for assets on a segment basis and does not prepare segment information as to operations by segment until after the filing of the quarterly statements. Revenues of each segment as of June 30, 1999 and 1998 are as follows: June 30 1999 1998 --------------------------- Net premiums earned: Private passenger $ 3,533 $ 2,605 Commercial auto 17,323 23,084 -------- -------- Total $20,856 $25,689 9 MANAGEMENT'S DISCUSSION AND ANALYSIS McM Corporation and Subsidiaries Review of Operations Unaudited results for the six months ended June 30, 1999, reflect net income of $661,000 or basic net income of $.14 per share, compared to a net loss of $167,000 or a basic net loss of $.04 per share for the first six months of 1998. Consolidated gross revenues for the first six months of 1999 totalled $24,018,000 compared to $27,358,000 for the same period in 1998. Realized investment gains of $$1,578,000 were included in gross revenues for the first six months of 1999 compared to $17,000 for the same period in 1998. Shareholders' equity at June 30, 1999, totalled $6,181,000 or $1.31 per share compared to $2,457,000 or $.52 per share at December 31, 1998. Included in shareholders' equity were unrealized gains in the Company's investment portfolio totalling $8,716,000 and $4,384,000 at June 30, 1999, and December 31, 1998, respectively. Consolidated assets totalled $123,061,000 at June 30, 1999, compared to $117,735,000 at December 31, 1998. Total net premium revenues for the first six months of 1999 totalled $20,856,000 compared to $25,689,000 for the same period in 1998. This decrease in net premiums reflects a $5.0 million overall decline in the Company's gross written premiums when compared to the those for the first six months of 1998. The reduction in premium writings for 1999 continues to reflect highly competitive and price sensitive market conditions in both the commercial and private passenger auto market sectors experienced by the insurance industry for the last several years. Consolidated underwriting results for 1999 are in line with management's expectations and reflect the Company's decision to significantly strengthen overall loss reserves and loss ratios at year end 1998. The claims and loss settlement expense ratio (the "loss ratio") showed a 7.1 percentage point increase when compared to the same period in 1998. The loss ratio was 73.8% at June 30, 1999, compared to 66.7% at June 30, 1998. Development of prior year's loss reserves was approximately $531,000 most of which was related to the Company's participation in involuntary pools and other residual market mechanisms in which McM's property and casualty subsidiaries are required to participate by the various states in which they write business. The ratio of underwriting, acquisition and administrative expenses (including the provision for bad debts of liquidated reinsurers) to net earned premium decreased approximately 2.6 percentage points to 37.1% at June 30, 1999, compared to 39.7% at June 30, 1999. 10 Year 2000 The Company completed an assessment of its computerized information systems to determine the impact of the year 2000 on the ability of those systems to accurately process information that may be date sensitive. It was found that the Company's specialized monthly commercial auto direct bill program would have to be modified to function properly with respect to dates in the year 2000 and thereafter. This modification was successfully completed in 1997 at an approximate cost of $96,000. Other Company computer applications, most of which are licensed from third party program vendors, were determined to be year 2000 compliant or, based upon communication with these vendors, would be compliant before any anticipated impact resulting from the year 2000. The year 2000 project, as it relates to all of the Company's main computer platforms, was completed and fully operational on July 1, 1998. The Company continues to replace peripheral hardware and software such as personal computers, telecommunications and spreadsheet software with Year 2000 compliant products. The Company remains on target to resolve all remaining Year 2000 noncompliant products well ahead of December 31, 1999. The Company is devoting all resources necessary to address any remaining Year 2000 issues in a timely manner and believes the Year 2000 will pose no significant threat to its operations. Liquidity and Capital Resources Consolidated gross investment income excluding realized investment gains showed a modest decline for the first six months of 1999 totalling $1,382,000 compared to $1,412,000 for the same period in 1998. Cash used by operating activities totalled $733,000 for the first six months of 1999 compared to $5.8 million for the same period of 1998. Operating cash outflows for 1999 were affected by the decline in premium writings discussed above and the settlement of prior years' claims related liabilities. Reserves for losses and settlement expenses declined approximately $6.0 million during 1999 to $54.8 million compared to $60.8 million at December 31, 1998. The Company maintains a mix of high-quality investments that provide adequate returns, while limiting credit risk and providing necessary levels of liquidity to meet projected expenditures. Cash and invested assets totalled $76.4 million and $70.5 million at June 30, 1999 and December 31, 1998, respectively. 11 McM CORPORATION AND SUBSIDIARIES PART II Item 1. Legal Proceedings. 1) Reference is hereby made to Note D of the Consolidated Financial Statements provided in Part I, Item 1 of this Form 10-Q. Items 2 - 4. Nothing to report. Item 5. Other Information. 1) On April 1, 1999, the Company announced an offer to purchase the issued and outstanding shares of its "odd lot" shareholders, that is, those shareholders who own less than 100 shares of McM common stock. For more information regarding this matter see Form 8-K filed by the Company on April 14, 1999. Item 6. Exhibits and Reports on Form 8-K. 27 Financial Data Schedule (for SEC use only). 12 Signatures Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. McM Corporation --------------------------- (Registrant) /s/ STEPHEN L. STEPHANO --------------------------- Stephen L. Stephano President and Chief Operating Officer August 16, 1999 /s/ KEVIN J. HAMM --------------------------- Kevin J. Hamm Vice President and Chief Financial Officer