1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended SEPTEMBER 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 0-19439 Medical Assurance, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 63-1137505 - ------------------------------- ------------------------------ (State or other jurisdiction of (IRS Employer Identification No.) incorporation of organization) 100 Brookwood Place, Birmingham, AL 35209 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (205) 877-4400 ------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]. As of September 30, 1999, there were 22,401,561 shares of the registrant's common stock outstanding. Page 1 of 19 2 Table of Contents Part I - Financial Information Item l. Condensed Consolidated Financial Statements (Unaudited) of Medical Assurance, Inc. and Subsidiaries Condensed Consolidated Balance Sheets.............................................................3 Condensed Consolidated Statements of Changes in Capital...........................................4 Condensed Consolidated Statements of Income.......................................................5 Condensed Consolidated Statements of Cash Flows...................................................6 Notes to Condensed Consolidated Financial Statements..............................................7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................................................10 Part II - Other Information Item 6. Exhibits and Reports on Form 8-K.................................................................19 Signatures....................................................................................................19 3 MEDICAL ASSURANCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE DATA) September 30 December 31 1999 1998 ------------ ----------- ASSETS Investments: Fixed maturities available for sale, at fair value $ 648,238 $ 657,404 Equity securities available for sale, at fair value 43,227 44,124 Real estate, net 11,503 11,619 Short-term investments 48,896 78,432 ----------- ----------- Total investments 751,864 791,579 Cash and cash equivalents 23,015 9,022 Premiums receivable 57,360 59,949 Receivable from reinsurers 190,252 179,890 Prepaid reinsurance premiums 10,533 13,467 Deferred taxes 33,472 26,897 Other assets 50,532 51,435 ----------- ----------- $ 1,117,028 $ 1,132,239 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Policy liabilities and accruals: Reserve for losses and loss adjustment expenses $ 652,472 $ 660,640 Unearned premiums 79,302 76,229 Reinsurance premiums payable 36,386 42,596 ----------- ----------- Total policy liabilities 768,160 779,465 Other liabilities 29,571 28,594 ----------- ----------- Total liabilities 797,731 808,059 Commitments and contingencies -- -- Stockholders' equity: Common stock, par value $1 per share; 100,000,000 shares authorized; 23,901,675 and 23,899,983 shares issued, respectively 23,902 23,900 Additional paid-in capital 206,645 206,562 Accumulated other comprehensive income (loss), net of deferred taxes (benefit) of $(1,185) and $6,611, respectively (2,201) 12,277 Retained earnings 125,877 91,622 ----------- ----------- 354,223 334,361 Less treasury stock at cost, 1,500,114 and 587,033 shares, respectively (34,926) (10,181) ----------- ----------- Total stockholders' equity 319,297 324,180 ----------- ----------- $ 1,117,028 $ 1,132,239 =========== =========== See accompanying notes. 3 4 MEDICAL ASSURANCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (UNAUDITED) (IN THOUSANDS) Accumulated Other Other Comprehensive Retained Capital Total Income Earnings Accounts --------- --------- -------- -------- Balance at December 31, 1998 $ 324,180 $ 12,277 $ 91,622 $220,281 Comprehensive income Net income 34,255 34,255 Other comprehensive income, net of tax Unrealized losses on securities, net of reclassification adjustment of $936 (14,478) (14,478) --------- Comprehensive income 19,777 Common stock issued for compensation 85 85 Net purchases of treasury stock (24,745) (24,745) --------- -------- -------- -------- Balance at September 30, 1999 $ 319,297 $ (2,201) $125,877 $195,621 ========= ======== ======== ======== Accumulated Other Other Comprehensive Retained Capital Total Income Earnings Accounts --------- --------- -------- -------- Balance at December 31, 1997 $ 287,188 $ 14,704 $109,524 $162,960 Comprehensive income Net income 33,669 33,669 Other comprehensive income, net of tax Unrealized gains on securities, net of reclassification adjustment of $6,620 144 144 --------- Comprehensive income 33,813 Common stock issued for compensation 16 16 Net purchases of treasury stock (6,352) (6,352) --------- -------- -------- -------- Balance at September 30, 1998 $ 314,665 $ 14,848 $143,193 $156,624 ========= ======== ======== ======== See accompanying notes. 4 5 MEDICAL ASSURANCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA) Three Months Ended Nine Months Ended September 30 September 30 ----------------------- ------------------------- 1999 1998 1999 1998 -------- -------- --------- --------- Revenues: Direct and assumed premiums written $ 44,301 $ 43,319 $ 153,950 $ 148,044 ======== ======== ========= ========= Premiums earned $ 49,930 $ 49,510 $ 150,877 $ 144,480 Premiums ceded (12,185) (11,834) (33,837) (40,461) -------- -------- --------- --------- Net premiums earned 37,745 37,676 117,040 104,019 Net investment income 10,087 10,157 29,463 29,577 Other income 683 4,899 2,916 7,686 -------- -------- --------- --------- Total revenues 48,515 52,732 149,419 141,282 Expenses: Losses and loss adjustment expenses 32,149 37,850 102,855 107,901 Reinsurance recoveries (9,464) (11,984) (30,801) (37,759) -------- -------- --------- --------- Net losses and loss adjustment expenses 22,685 25,866 72,054 70,142 Underwriting, acquisition and insurance expense 10,784 8,342 31,071 24,365 -------- -------- --------- --------- Total expenses 33,469 34,208 103,125 94,507 -------- -------- --------- --------- Income before income taxes and cumulative effect of accounting change 15,046 18,524 46,294 46,775 Provision for income taxes: Current expense 1,707 2,853 10,777 6,999 Deferred expense 2,194 2,135 1,262 4,984 -------- -------- --------- --------- 3,901 4,988 12,039 11,983 -------- -------- --------- --------- Income before cumulative effect of accounting change 11,145 13,536 34,255 34,792 Cumulative effect of accounting change, net of tax - - - (1,123) -------- -------- --------- --------- Net income $ 11,145 $ 13,536 $ 34,255 $ 33,669 ======== ======== ========= ========= Basic and diluted earnings per share: Income before cumulative effect of accounting change $ 0.49 $ 0.57 $ 1.49 $ 1.47 Cumulative effect of accounting change, net of tax - - - (0.05) -------- -------- --------- --------- Net income $ 0.49 $ 0.57 $ 1.49 $ 1.42 ======== ======== ========= ========= Weighted average number of common shares outstanding--basic and diluted 22,782 23,613 23,031 23,633 ======== ======== ========= ========= See accompanying notes. 5 6 MEDICAL ASSURANCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) Nine Months Ended September 30 ----------------------------- 1999 1998 --------- --------- OPERATING ACTIVITIES Net cash provided by operating activities $ 30,079 $ 76,496 INVESTING ACTIVITIES Purchases of fixed maturities available for sale (152,519) (248,029) Purchases of equity securities available for sale (13,518) (10,861) Proceeds from sale or maturities of fixed maturities available for sale 137,420 225,568 Proceeds from sale of equity securities available for sale 15,919 9,746 Net decrease (increase) in short-term investments 29,567 (13,030) Other (8,436) (3,124) --------- --------- Net cash provided (used) by investing activities 8,433 (39,730) FINANCING ACTIVITIES Purchases of treasury stock (24,519) (2,672) --------- --------- Net cash used by financing activities (24,519) (2,672) --------- --------- Increase in cash and cash equivalents 13,993 34,094 Cash and cash equivalents at beginning of period 9,022 12,248 --------- --------- Cash and cash equivalents at end of period $ 23,015 $ 46,342 ========= ========= See accompanying notes. 6 7 MEDICAL ASSURANCE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements include the accounts of Medical Assurance, Inc. and its subsidiaries, together referred to as the Company. The financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 1999 are not necessarily indicative of the results that may be expected for the year ending December 31, 1999. For further information, refer to the December 31, 1998 audited consolidated financial statements and accompanying notes. The accompanying 1998 financial statements have been reclassified to conform to the 1999 presentation. These changes had no material effect on previously reported results of operations or shareholders' equity. 2. SEGMENT INFORMATION The Company operates in the United States of America and in only one reportable industry segment, which is providing professional and general liability insurance for physicians and surgeons, dentists, hospitals, and others engaged in the delivery of health care. 3. INVESTMENTS Proceeds from sales of investments in fixed maturities and equities available for sale were $107.0 million and $209.3 million for the nine months ended September 30, 1999 and 1998, respectively. Gross realized gains on such sales were approximately $3.1 and $6.6 million for the nine months ended September 30, 1999 and 1998, respectively. Gross realized losses on such sales were approximately $1.7 million and $333,000, respectively. Realized gains and losses are included as a component of other income. The amortized cost of fixed maturities and equity securities available for sale was $694.9 million and $682.6 million at September 30, 1999 and December 31, 1998, respectively. 7 8 MEDICAL ASSURANCE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4. RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES The reserve for losses and loss adjustment expenses represents management's best estimate of the ultimate cost of all losses incurred but unpaid. Incurred losses and loss adjustment expenses for the nine months ended September 30, 1999 and 1998 were principally based on the application of an expected loss ratio to premiums earned. These loss ratios take into consideration prior loss experience, loss trends, the Company's loss retention levels, changes in frequency and severity of claims and rates charged. The reserves are evaluated at least annually by independent consulting actuaries. Actual incurred losses may vary from estimated amounts due to the inherent difficulty in estimating development of long-tailed lines of business. The estimated liability is continually reviewed and any adjustments that become necessary are included in current operations. The Company's management believes that its actual incurred losses and loss adjustment expenses will not significantly exceed its reported estimated amounts. 5. DEFERRED ACQUISITION COSTS Costs that vary with and are directly related to the production of new and renewal premiums (primarily premium taxes, commissions and underwriting salaries) are deferred to the extent they are recoverable against unearned premiums and are amortized as related premiums are earned. Amortization of deferred acquisition costs amounted to approximately $16.9 million and $10.5 million for the nine months ended September 30, 1999 and 1998, respectively. As is common practice within the industry, reinsurance ceding commissions are deducted from underwriting, acquisition, and insurance expenses and amounted to $6.5 million and $7.4 million for the nine months ended September 30, 1999 and 1998, respectively. 6. INCOME TAXES Income tax expense differs from the normal relationship to financial statement income principally because of tax-exempt interest income. 8 9 Medical Assurance, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) 7. STOCKHOLDERS' EQUITY AND EARNINGS PER SHARE Medical Assurance, Inc. has 100 million shares of authorized common stock and 50 million shares of authorized preferred stock. The Board of Directors has the authorization to determine the provisions for the issuance of shares of the preferred stock, including the number of shares to be issued and the designations, powers, preferences and rights, and the qualifications, limitations or restrictions of such shares. At September 30, 1999, the Board of Directors had not authorized the issuance of any preferred stock nor determined any provisions for the preferred stock. On December 3, 1998 the Board of Directors declared a 10% stock dividend. Cash was paid to shareholders for fractional shares. Earnings per share data for 1998 has been restated as if the above dividend had been declared on January 1, 1998. 8. COMMITMENTS AND CONTINGENCIES The Company is involved in various legal actions arising primarily from claims made under insurance policies; these legal actions have been considered by the Company in establishing its reserves. While the outcome of all legal actions is not presently determinable, the Company's management and its legal counsel are of the opinion that the settlement of these actions will not have a material adverse effect on the Company's financial position or results of operations. 9 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For purposes of this management discussion and analysis, the term "Company" refers to Medical Assurance, Inc. and its subsidiaries. The consolidated subsidiaries consist principally of operating insurance companies. LIQUIDITY AND CAPITAL RESOURCES The payment of losses, loss adjustment expenses, and operating expenses in the ordinary course of business is currently the Company's principal need for liquid funds. Cash used to pay these items has been provided by operating activities. Cash provided from these activities was sufficient during the first nine months of 1999 to meet the Company's operating needs, and the Company believes those sources will be sufficient to meet its cash needs for operating purposes for at least the next twelve months. Prolonged and increasing levels of inflation could cause increases in the dollar amount of losses and loss adjustment expenses and may therefore adversely affect future reserve development. To minimize such risk, the Company (a) maintains what its management considers to be strong and adequate reinsurance, (b) conducts regular actuarial reviews to ensure, among other things, that reserves do not become deficient, and (c) maintains adequate asset liquidity. The Company did not borrow any funds during the nine months ended September 30, 1999 and 1998, and currently has no requirements indicating a need to borrow significant funds in the next twelve months. However, the need for additional capital may arise in order to achieve the Company's goal of expansion. The Company continues to have available through a lending institution a line of credit in the amount of $40 million that could be used for these additional capital requirements. The Company is not charged a fee nor is it required to maintain compensating balances in connection with this line of credit. The Company's portfolio of fixed maturities and equity securities is classified as available-for-sale and is carried at fair value, as discussed in Note 1 of the notes to the December 31, 1998 audited consolidated financial statements. At September 30, 1999 the fair value of fixed maturities and equity securities was $3.4 million less than the amortized cost of those securities. At December 31, 1998 the fair value of fixed maturities and equity securities was $18.8 million more than the amortized cost of those securities. The $22.2 million reduction in fair value at September 30, 1999 as compared to December 31, 1998 is primarily due to the impact of higher market interest rates at September 30, 1999 on the fair value of fixed maturities. The Company's Board of Directors has authorized the purchase of its common stock in the open market. The Board increased this authorization by $10 million in March 1999 and by an additional $10 million in August 1999. As of September 30, 1999 the total remaining purchase authorization was approximately $3.1 million. During the nine months ended September 30, 1999 the Company purchased 917,479 shares of its stock at a cost of $24.8 million. Effective January 1, 1999 the Company purchased the ongoing book of medical professional liability insurance business of Medical Defense Associates (MDA) and Medical Defense Insurance Company (MDIC), subsidiaries of Medical Defense Holding Company of Springfield, Missouri. The Company has assumed day-to-day management of existing policies and prior 10 11 liabilities of MDA and MDIC and provides aggregate excess of loss reinsurance to protect MDA and MDIC from adverse loss development in excess of an agreed upon threshold. IMPACT OF YEAR 2000 The Company's comprehensive Year 2000 initiatives are designed to ensure that there is no adverse effect on the Company's core business operations and that transactions with customers, suppliers, and financial institutions are fully supported. The Year 2000 issue is the result of computer programs being written using two digits rather than four to define the applicable year. Any of the Company's computer programs that have time-sensitive software may recognize the two digit year "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing disruptions of operations, including, among other things, a temporary inability to process transactions, send invoices, or engage in similar normal business activities. In 1996, the Company committed to and began replacing substantially all of the software and hardware used in its core computer information system. The component systems that perform the critical functions of the new information system have now been tested for Year 2000 compliance. The Company believes that these systems, including both software and hardware, function properly with respect to dates in the year 2000 and beyond and that the Year 2000 issue does not pose significant problems for its core computer operations. Because Year 2000 compliance is incidental to the implementation of the new information system, costs specifically related to Year 2000 compliance have been minimal. The Company is reliant on various third party business partners. The Company's own readiness for the year 2000 could be impacted by the readiness of these third parties. The Company has identified the third party relationships that it believes to be significant and has obtained information from the parties regarding their efforts and expectations related to Year 2000 compliance. To date, the Company is not aware of any third party issue that would materially impact the Company's results of operations, liquidity or capital resources. The Company has also evaluated the risk of claims against its policyholders for medical incidents resulting in bodily injury to patients as a consequence of Year 2000 computer or medical device failure. The Company has required that hospitals and other large health care facilities complete questionnaires as to their Year 2000 preparedness in underwriting their professional liability insurance policies. If the questionnaire of a health care facility is not returned or provides inadequate or unsatisfactory information regarding this issue, the policy issued to such facility will exclude coverage for medical incidents caused by Year 2000 problems. The Company has not surveyed insureds who are physicians and surgeons as to their Year 2000 compliance and intends to offer coverage for claims from such medical incidents because the Company does not believe that physicians and surgeons will have significantly greater risk of liability if they are not Year 2000 compliant. 11 12 While the Company believes its efforts are adequate to address its Year 2000 concerns, there can be no guarantee that full compliance will be achieved or that the systems of other companies on which the Company's systems and operations rely will be converted on a timely basis and therefore will not have a material effect on the Company. The Company's expectations about the completion of its Year 2000 efforts, the related costs, and its assessment of the anticipated business, operational and financial risks to the Company are subject to a number of uncertainties and assumptions regarding future events including, among others, representations of third parties and the continued availability of trained personnel. This disclosure as well as the information previously filed by the Company regarding its Year 2000 readiness during the period January 1, 1996 to October 19, 1998 are designated as a Year 2000 readiness disclosure related to the Year 2000 Information and Readiness Disclosure Act. 12 13 RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 1998 Premiums The following table presents information related to consolidated written and earned premiums and reinsurance expense (in thousands): Nine Months Ended September 30 Increase 1999 1998 (Decrease) ----------------------------- ------------ Direct and assumed premiums written $ 153,950 $ 148,044 $ 5,906 ============ ============ ============ Direct and assumed premiums earned $ 150,877 $ 144,480 $ 6,397 Premiums ceded (33,837) (40,461) 6,624 ------------- ------------ ------------ Net premiums earned $ 117,040 $ 104,019 $ 13,021 ============ ============ ============ The largest component of the increase in direct and assumed premiums written was a $16.9 million increase in medical malpractice premiums. The increase in medical malpractice premiums includes assumed premiums of $3.9 million from the existing policies of the book of business acquired from MDA and MDIC, as discussed under Liquidity and Capital Resources in Item 2, an increase in other assumed medical malpractice premiums of $1.4 million, and $4.8 million of additional direct premiums originating from the book of business purchased from MDA. Offsetting the increase in medical malpractice premiums was a $12.2 million decrease in accident and health premiums. The largest component of the increase in direct and assumed premiums earned is an $11.4 million increase in medical malpractice premiums. The increase in earned medical malpractice premiums includes $5.0 million related to the MDA book of business and a 3.9 million increase in other assumed medical malpractice premiums. The increase in earned medical malpractice premiums was offset by a $5.6 million decrease in earned accident and health premiums. Historically, the Company writes accident and health premiums from time to time. Direct accident and health premiums are heavily reinsured; volume fluctuations in direct accident and health premiums are largely offset by similar fluctuations in ceded accident and health premiums. Earnings on direct accident and health premiums are primarily derived from fee and commission income. The Company cedes reinsurance to provide for greater diversification of business, allow management to control exposure to potential losses arising from large risks, and provide capacity for additional growth. Premiums ceded are estimated based on the terms of the respective reinsurance agreements. The estimated expense is continually reviewed and any adjustments that become necessary are included in current operations. Amounts recoverable from reinsurers are estimated in a manner consistent with the loss liability associated with the reinsured policies. The decrease in premiums ceded for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998 is principally due to the decrease in earned accident and health premiums, which are heavily ceded. The remaining decrease is due to a greater proportion of premiums earned in states where cession levels are lower. The Company continually reviews the levels of coverage ceded and the related costs. 13 14 Investment Income The Company's consolidated net investment income was $29.5 million and $29.6 million, for the nine months ended September 30, 1999 and 1998, respectively. The annualized average pre-tax investment yield for the nine months ended September 30, 1999 was 5.2% as compared to 5.7% for the nine months ended September 30, 1998. The reduction in the average yield is primarily due to a shortening of the Company's investment portfolio in the later half of 1998 and an increase in the proportion of the portfolio invested in tax-exempt securities. The dollar amount of investment income was relatively unchanged between the two periods because the reduction in the average yield was offset by higher average invested funds during 1999 as compared to 1998. During the nine months ended September 30, 1999 the Company repurchased $24.8 million of its own stock, of which $15.6 million was repurchased during the third quarter. Most of the third quarter purchases occurred during the last half of the quarter, and thus will have a greater impact on average invested funds for the remainder of 1999. Losses Consolidated losses and loss adjustment expenses (losses) and the related loss ratios are summarized in the following table (dollars in thousands). The ratio for losses below is based on premiums earned; the ratio for net losses is based on net premiums earned. Nine Months Ended September 30, 1999 September 30, 1998 ------------------ ------------------ Loss Loss Losses Ratio Losses Ratio ------ ----- ------ ----- Losses $ 102,855 68% $ 107,901 75% == == Reinsurance recoveries (30,801) (37,759) ------------ ------------ Net losses $ 72,054 62% $ 70,142 67% ============ == ============ == Losses for both periods are principally based on the application of expected loss ratios to premiums earned. These loss ratios give effect to improvement of loss development in prior years' coverage of $41.4 million in 1999 and $31.0 million in 1998. However, as the Company continues its expansion efforts, the improvement of loss development for prior years could have a smaller or less favorable impact on the loss ratios of future years. Other Income Other income decreased by approximately $4.8 million for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. The change is attributable to decreased capital gains realized upon the sale of securities during 1999 as compared to the same period in 1998. 14 15 Underwriting, Acquisition, and Insurance Expenses Underwriting, acquisition and insurance expenses are summarized in the following table (in thousands): Nine Months Ended September 30 Increase 1999 1998 (Decrease) ----------------------------- ----------- Underwriting, acquisition and insurance expenses before reduction by ceding commissions earned $ 37,543 $ 31,760 $ 5,783 Ceding commissions earned (6,472) (7,395) 923 ------------ ------------ ------------ $ 31,071 $ 24,365 $ 6,706 ============ ============ ============ The increase in underwriting, acquisition and insurance expense is primarily due to amortization of increased policy acquisition costs associated with new business. The decrease in ceding commissions earned is principally due to lower ceded accident and health premiums. Income Taxes The Company's effective tax rate of 26% for both nine month periods ended September 30, 1999 and 1998 was lower than the statutory rate of 35% principally due to the effect of tax-exempt investment income. 15 16 RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1998 Premiums The following table presents information related to consolidated written and earned premiums and reinsurance expense (in thousands): Three Months Ended September 30 Increase 1999 1998 (Decrease) ----------------------------- ---------- Direct and assumed premiums written $ 44,301 $ 43,319 $ 982 ============ ============ =========== Direct and assumed premiums earned $ 49,930 $ 49,510 $ 420 Premiums ceded (12,185) (11,834) (351) ------------ ------------ ------------ Net premiums earned $ 37,745 $ 37,676 $ 69 ============ ============ ============ The increase in direct and assumed premiums written is the net of a $1.0 million increase in medical malpractice premiums (of which approximately $2.4 million is attributable to direct premiums originating from the book of business purchased from MDA,) a $2.1 million increase in multi-line premiums (primarily workers compensation) and a $2.2 million decrease in accident and health premiums. The increase in direct and assumed premiums earned is due to increases in direct medical malpractice and multi-line premiums (primarily workers compensation) offset by decreases in accident and health premiums and assumed medical malpractice premiums. Third quarter 1999 earned premiums include $1.3 million related to the book of business purchased from MDA. Historically, the Company writes accident and health premiums from time to time. Direct accident and health premiums are heavily reinsured; volume fluctuations in direct accident and health premiums are largely offset by similar fluctuations in ceded accident and health premiums. Earnings on direct accident and health premiums are primarily derived from fee and commission income. The Company cedes reinsurance to provide for greater diversification of business, allow management to control exposure to potential losses arising from large risks, and provide capacity for additional growth. Premiums ceded are estimated based on the terms of the respective reinsurance agreements. The estimated expense is continually reviewed and any adjustments that become necessary are included in current operations. Amounts recoverable from reinsurers are estimated in a manner consistent with the loss liability associated with the reinsured policies. The slight increase in premiums ceded for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998 is due to proportional variations in the related premiums earned. The Company continually reviews the levels of coverage ceded and the related costs. 16 17 Investment Income The Company had consolidated net investment income of $10.1 million for the three months ended September 30, 1999, as compared to $10.2 million for the three months ended September 30, 1998. The annualized pre-tax investment yield for the three months ended September 30, 1999 was 5.4% compared to 5.6% for the comparable period in 1998. The reduction in the investment yield was due to a shortening of the Company's investment portfolio in the later half of 1998 and an increase in the proportion of the portfolio invested in tax-exempt securities. Losses Consolidated losses and loss adjustment expenses (losses) and the related loss ratios are summarized in the following table (dollars in thousands). The ratio for losses below is based on premiums earned; the ratio for net losses is based on net premiums earned. Three Months Ended September 30, 1999 September 30, 1998 ------------------ ------------------ Loss Loss Losses Ratio Losses Ratio ------------ ----- ----------- ----- Losses $ 32,149 64% $ 37,850 77% == == Reinsurance recoveries (9,464) (11,984) ------------ ------------ Net losses $ 22,685 60% $ 25,866 69% ============ == ============ == Losses for both periods are principally based on the application of expected loss ratios to premiums earned. These loss ratios give effect to improvement of loss development in prior years' coverage of $14.9 million in 1999 and $13.0 million in 1998. However, as the Company continues its expansion efforts, the improvement of loss development for prior years could have a smaller or less favorable impact on the loss ratios of future years. Other Income Other income decreased by $4.2 million for the quarter ended September 30, 1999 as compared to the quarter ended September 30, 1998. The decrease is attributable to reduced capital gains realized upon the sale of securities during the third quarter of 1999 compared to the third quarter of 1998. 17 18 Underwriting, Acquisition, and Insurance Expenses Underwriting, acquisition and insurance expenses are summarized in the following table (in thousands): Three Months Ended September 30 ----------------------------- Increase 1999 1998 (Decrease) ----------------------------- ---------- Underwriting, acquisition and insurance expenses before reduction by ceding commissions earned $ 13,259 $ 12,171 $ 1,088 Ceding commissions earned (2,475) (3,829) 1,354 ------------ ------------ ------------ $ 10,784 $ 8,342 $ 2,442 ============ ============ ============ The increase in underwriting, acquisition and insurance expenses is primarily due to amortization of increased policy acquisition costs. The decrease in ceding commissions earned is related to decreased accident and health premiums in 1999 as compared to 1998. Income Taxes The Company's effective tax rates of 26% for the three months ended September 30, 1999 and 27% for the comparable period in 1998 are lower than the statutory rate of 35% principally due to the effect of tax-exempt investment income. The effective rate for 1999 was lower than the rate for 1998 because tax-exempt income represented a greater portion of total income. FORWARD LOOKING STATEMENTS This discussion contains historical information, as well as forward-looking statements (identified by words such as, but not limited to, "believe," "expect," "intend," "anticipate," "estimate," and other analogous expressions) that are based upon the Company's estimates and anticipation of future events that are subject to certain risks and uncertainties that could cause actual results to vary materially from the expected results described in the forward-looking statements. The Company's expectations regarding earnings, losses, the retention of current business, expansion of product lines, Year 2000 compliance, and development of business in new geographical areas depend on a variety of factors, including economic, competitive and market conditions which may be beyond the Company's control and are thus difficult or impossible to predict. In view of the many uncertainties inherent in the forward-looking statements made in this document, the inclusion of such information should not be taken as representation by the Company or any other person that the Company's objectives or plans will be realized. 18 19 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. Exhibit (27) required of Item 601 of Regulation SK-Financial Data Schedule (for SEC use only). (b) Reports on 8-K. No reports on Form 8-K have been filed during the quarter for which this report is filed. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Medical Assurance, Inc. November 12, 1999 By: /s/ James J. Morello --------------------------- James J. Morello, Treasurer (duly authorized officer and principal financial officer) 19