UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT
Pursuant to Sections 13 or 15(d) of
the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2002
Commission File Number — 1-6026
THE MIDLAND COMPANY
Incorporated in Ohio
I.R.S. Employer Identification No. 31-0742526
7000 Midland Boulevard
Amelia, Ohio 45102-2607
Tel. (513) 943-7100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value.
Indicate by check mark whether the registrant (1) has filed all other 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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes X No
At June 30, 2002, the aggregate market value of the voting and non-voting common stock held by nonaffiliates, which includes shares held by executive officers and directors, of the registrant at June 30, 2002 was $442,721,000 based on a closing price of $25.24 per share.
As of March 13, 2003, 17,605,768 shares of no par value common stock were issued and outstanding.
Documents Incorporated by Reference
Portions of the Annual Report to Shareholders for the year ended December 31, 2002 are incorporated by reference into Parts I, II and IV.
Portions of the Registrant’s Proxy Statement dated March 13, 2003 to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held April 10, 2003 are incorporated by reference into Part III.
| ITEM 1. | ||||||||
| ITEM 2. | ||||||||
| ITEM 3. | ||||||||
| ITEM 4. | ||||||||
| ITEM 5. | ||||||||
| ITEM 6. | ||||||||
| ITEM 7. | ||||||||
| ITEM 7A. | ||||||||
| ITEM 8. | ||||||||
| ITEM 9. | ||||||||
| ITEM 10. | ||||||||
| ITEM 11. | ||||||||
| ITEM 12. | ||||||||
| ITEM 13. | ||||||||
| ITEM 14. | ||||||||
| ITEM 15. | ||||||||
| EX-13 | ||||||||
| EX-21 | ||||||||
| EX-99.1 | ||||||||
| EX-99.2 | ||||||||
THE MIDLAND COMPANY
FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2002
Certain statements made in this report are forward-looking and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These statements include certain discussions relating to future revenue, underwriting income, premium volume, investment income and other investment results, business strategies, profitability, liquidity, capital adequacy, anticipated capital expenditures and business relationships, as well as any other statements concerning the year 2003 and beyond. The forward-looking statements involve risks and uncertainties that may cause results to differ materially from those anticipated in those statements. Factors that might cause results to differ from those anticipated include, without limitation, adverse weather conditions, changes in underwriting results affected by adverse economic conditions, fluctuations in the investment markets, changes in the retail marketplace, changes in the laws or regulations affecting the operations of Midland or its subsidiaries, changes in the business tactics or strategies of Midland, its subsidiaries or its current or anticipated business partners, the financial condition of Midland’s business partners, acquisitions or divestitures, changes in market forces, litigation and the other risk factors that have been identified in Midland’s filings with the SEC, any one of which might materially affect the operations of Midland or its subsidiaries. Any forward-looking statements speak only as of the date made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made.
PART I
| ITEM 1. |
Business. Midland hereby incorporates by reference the inside cover and pages 2 through 13, 16 through 27 and 41 and 42 (Note 17) of its 2002 Annual Report to Shareholders. Midland was incorporated in Ohio in 1968 with its original predecessor company dating back to 1938. The number of persons employed by Midland was 1,011 at December 31, 2002. |
|
|
Property and Casualty Loss Reserves Midland’s consolidated financial statements include the estimated liability (reserves) for unpaid losses and loss adjustment expenses (LAE) of its property and casualty insurance subsidiaries. The liability is presented net of amounts recoverable from salvage and subrogation and includes amounts recoverable from reinsurance for which receivables are recognized. |
||
| Midland establishes reserves for losses that have been reported and certain legal expenses on the “case basis” method. Claims incurred but not reported (“IBNR”) and other adjustment expenses are estimated using statistical procedures. Salvage and subrogation recoveries are accrued using the “case basis” method for large claims and statistical procedures for smaller claims. | ||
| Midland’s objective is to set reserves that are adequate; that is, the amounts originally recorded as reserves should at least equal the amounts ultimately expected to be required to settle losses. The property and casualty divisions’ reserves aggregate its best estimates of the total ultimate cost of claims that have been incurred but have not yet been paid. The estimates are based on past claims experience and reflect current claims trends as well as social, legal and economic conditions, including inflation. The reserves are not discounted. |
| Management reviews the loss and loss adjustment expense reserve development on a regular basis to determine whether the reserving assumptions and methods are appropriate. Reserves initially determined are compared to the amounts ultimately paid. Management regularly makes statistical estimates of the projected amounts necessary to settle outstanding claims, compares these estimates to the recorded reserves and adjusts the reserves as necessary. The adjustments are reflected in current operations. | ||
| The principle reason for differences between the loss and LAE liability reported in the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and that reported in the annual statements filed with state insurance departments in accordance with statutory accounting practices (“SAP”) relates to the reporting of reinsurance recoverables as receivables for GAAP purposes and as a reduction in reserves for SAP purposes. | ||
|
Changes in Loss and LAE Reserves: Midland’s table outlining changes in loss and LAE expenses was set forth in footnote 11 on page 38 of the 2002 Annual Report and is hereby incorporated by reference herein. This table is further discussed in Management’s Discussion and Analysis on pages 24 and 25 of the 2002 Annual Report and is incorporated by reference herein. |
||
|
Analysis of Loss and LAE Reserve Development The following table presents the development of Midland’s property and casualty insurance subsidiaries estimated liability for the ten years prior to 2002. The top line of the table illustrates the estimated liability for unpaid losses and LAE recorded at the balance sheet date at the end of each of the indicated years. This liability represents the estimated amount of losses and LAE for claims arising in all prior years that were unpaid at the balance sheet date, including losses that had been incurred but not yet reported. |
||
| The upper portion of the table shows the re-estimated amount of the previously recorded liability based on experience as of the end of each succeeding year. The estimate was increased or decreased as more information became known about the frequency and severity of claims for individual years. Conditions and trends that have affected development of the liability in the past may not necessarily occur in the future. Accordingly, it may not be appropriate to extrapolate future redundancies or deficiencies based on this table. | ||
| The table shows the cumulative redundancy developed with respect to the previously recorded liability for all years as of the end of 2002. For example, the 1994 reserve of $37,481,000 has been re-estimated as of year-end 2002 to be $31,228,000, indicating a redundancy of $6,253,000. | ||
| The lower section of the table shows the cumulative amount paid with respect to the previously recorded liability as of the end of each succeeding year. For example, as of December 31, 2002, the Company had paid $31,014,000 of the currently estimated $31,228,000 of losses and LAE that had been incurred as of the end of 1994; thus an estimated $214,000 of losses incurred as of the end of 1994 remain unpaid as of the current financial statement date. | ||
| In using this information, it should be noted that this table does not present accident or policy year development data which readers may be more accustomed to analyzing. Each amount in each column includes amounts applicable to the year over the column and all prior years. For example, the amounts included in the 1994 column include amounts related to 1994 and all prior years. | ||
| The reserve development is unfavorable for 1995 and 1996 due to unfavorable loss development in our commercial liability line products. Midland decided to exit the commercial liability line in September 2001. |
| Analysis of Loss and Loss Adjustment Expense Development |
| (Amounts in 000's) |
| Year Ended | ||||||||||||||||||||||||||
| December 31 | 1992 | 1993 | 1994 | 1995 | 1996 | 1997 | ||||||||||||||||||||
Reserve for Unpaid |
||||||||||||||||||||||||||
Losses, Net of
Reinsurance |
$ | 20,405 | $ | 27,744 | $ | 37,481 | $ | 47,712 | $ | 64,784 | $ | 81,901 | ||||||||||||||
Net Reserve Re-estimated
as of: |
||||||||||||||||||||||||||
One Year Later |
18,425 | 25,668 | 30,134 | 51,483 | 70,014 | 79,781 | ||||||||||||||||||||
Two Years Later |
18,451 | 22,686 | 32,074 | 53,467 | 67,310 | 77,148 | ||||||||||||||||||||
Three Years Later |
16,871 | 21,154 | 31,880 | 52,418 | 66,442 | 76,110 | ||||||||||||||||||||
Four Years Later |
16,616 | 20,966 | 31,734 | 51,688 | 66,060 | 76,620 | ||||||||||||||||||||
Five Years Later |
16,505 | 20,688 | 31,155 | 51,087 | 65,674 | 76,359 | ||||||||||||||||||||
Six Years Later |
16,445 | 20,629 | 31,130 | 51,298 | 66,702 | |||||||||||||||||||||
Seven Years Later |
16,441 | 20,962 | 31,113 | 51,543 | ||||||||||||||||||||||
Eight Years Later |
16,542 | 20,913 | 31,228 | |||||||||||||||||||||||
Nine Years Later |
16,488 | 20,972 | ||||||||||||||||||||||||
Ten Years Later |
16,540 | |||||||||||||||||||||||||
Net Cumulative |
||||||||||||||||||||||||||
Redundancy
(Deficiency) |
$ | 3,865 | $ | 6,772 | $ | 6,253 | $ | (3,831 | ) | $ | (1,918 | ) | $ | 5,542 | ||||||||||||
Net Cumulative |
||||||||||||||||||||||||||
Amount of
Reserve Paid
Through: |
||||||||||||||||||||||||||
One Year Later |
$ | 11,730 | $ | 9,684 | $ | 19,040 | $ | 31,471 | $ | 37,307 | $ | 42,795 | ||||||||||||||
Two Years Later |
14,397 | 18,445 | 26,471 | 41,785 | 51,461 | 57,677 | ||||||||||||||||||||
Three Years Later |
15,923 | 19,930 | 29,237 | 47,434 | 58,716 | 65,610 | ||||||||||||||||||||
Four Years Later |
16,312 | 20,427 | 30,425 | 49,596 | 61,913 | 69,376 | ||||||||||||||||||||
Five Years Later |
16,381 | 20,558 | 30,770 | 50,051 | 63,728 | 71,621 | ||||||||||||||||||||
Six Years Later |
16,420 | 20,598 | 30,846 | 50,685 | 64,363 | |||||||||||||||||||||
Seven Years Later |
16,435 | 20,953 | 30,971 | 50,886 | ||||||||||||||||||||||
Eight Years Later |
16,542 | 20,968 | 31,014 | |||||||||||||||||||||||
Nine Years Later |
16,540 | 20,972 | ||||||||||||||||||||||||
Ten Years Later |
16,540 | |||||||||||||||||||||||||
Net Reserve — December 31 |
$ | 37,481 | $ | 47,712 | $ | 64,784 | $ | 81,901 | ||||||||||||||||||
Reinsurance Recoverables |
14,597 | 13,785 | 24,208 | 26,433 | ||||||||||||||||||||||
Gross Reserve-December 31 |
$ | 52,078 | $ | 61,497 | $ | 88,992 | $ | 108,334 | ||||||||||||||||||
Net Re-estimated Reserve |
$ | 31,228 | $ | 51,543 | $ | 66,702 | $ | 76,359 | ||||||||||||||||||
Re-estimated Reinsurance |
$ | 12,162 | $ | 14,892 | $ | 24,925 | $ | 24,644 | ||||||||||||||||||
Gross Re-estimated Reserve |
$ | 43,390 | $ | 66,435 | $ | 91,627 | $ | 101,003 | ||||||||||||||||||
Gross Cumulative Redundancy
(Deficiency) |
$ | 8,688 | $ | (4,938 | ) | $ | (2,635 | ) | $ | 7,331 | ||||||||||||||||
[Additional columns below]
[Continued from above table, first column(s) repeated]
| Year Ended | ||||||||||||||||||||||
| December 31 | 1998 | 1999 | 2000 | 2001 | 2002 | |||||||||||||||||
Reserve for Unpaid |
||||||||||||||||||||||
Losses, Net of
Reinsurance |
$ | 88,267 | $ | 89,325 | $ | 95,022 | $ | 102,858 | $ | 115,584 | ||||||||||||
Net Reserve Re-estimated
as of: |
||||||||||||||||||||||
One Year Later |
78,089 | 82,373 | 90,843 | 94,487 | ||||||||||||||||||
Two Years Later |
77,774 | 80,928 | 90,613 | |||||||||||||||||||
Three Years Later |
76,477 | 80,620 | ||||||||||||||||||||
Four Years Later |
76,833 | |||||||||||||||||||||
Five Years Later |
||||||||||||||||||||||
Six Years Later |
||||||||||||||||||||||
Seven Years Later |
||||||||||||||||||||||
Eight Years Later |
||||||||||||||||||||||
Nine Years Later |
||||||||||||||||||||||
Ten Years Later |
||||||||||||||||||||||
Net Cumulative |
||||||||||||||||||||||
Redundancy
(Deficiency) |
$ | 11,434 | $ | 8,705 | $ | 4,409 | $ | 8,371 | ||||||||||||||
Net Cumulative |
||||||||||||||||||||||
Amount of
Reserve Paid
Through: |
||||||||||||||||||||||
One Year Later |
$ | 40,785 | $ | 43,532 | $ | 52,634 | $ | 54,160 | ||||||||||||||
Two Years Later |
55,959 | 57,381 | 66,936 | |||||||||||||||||||
Three Years Later |
63,511 | 65,654 | ||||||||||||||||||||
Four Years Later |
67,707 | |||||||||||||||||||||
Five Years Later |
||||||||||||||||||||||
Six Years Later |
||||||||||||||||||||||
Seven Years Later |
||||||||||||||||||||||
Eight Years Later |
||||||||||||||||||||||
Nine Years Later |
||||||||||||||||||||||
Ten Years Later |
||||||||||||||||||||||
Net Reserve — December 31 |
$ | 88,267 | $ | 89,325 | $ | 95,022 | $ | 102,858 | $ | 115,584 | ||||||||||||
Reinsurance Recoverables |
20,430 | 24,114 | 16,720 | 19,309 | 16,119 | |||||||||||||||||
Gross Reserve-December 31 |
$ | 108,697 | $ | 113,439 | $ | 111,742 | $ | 122,167 | $ | 131,703 | ||||||||||||
Net Re-estimated Reserve |
$ | 76,833 | $ | 80,620 | $ | 90,613 | $ | 94,487 | ||||||||||||||
Re-estimated Reinsurance |
$ | 17,784 | $ | 21,764 | $ | 15,944 | $ | 17,738 | ||||||||||||||
Gross Re-estimated Reserve |
$ | 94,617 | $ | 102,384 | $ | 106,557 | $ | 112,225 | ||||||||||||||
Gross Cumulative Redundancy
(Deficiency) |
$ | 14,080 | $ | 11,055 | $ | 5,185 | $ | 9,942 | ||||||||||||||
|
Seasonality and Reinsurance Incurred losses, and thus the results of operations, for Midland are dependent in some respect on seasonal weather patterns. In addition, during 2002, growth in our motorcycle product was more significant in respect to the growth in our premium volume, as motorcycle gross written premium increased 52.5% from 2001 levels to $60.4 million. The growth in motorcycle increases the seasonality of our product mix as non-catastrophe losses are expected to be higher in the second and third quarters due to more frequent use of motorcycles. |
||
| Midland attempts to mitigate its risk to such unpredictable weather patterns by diversifying the geographic areas covered and by reinsuring certain levels of risk with other insurance companies. By reinsuring certain levels and types of insurable risk with other insurance companies, Midland limits its exposure to losses to that portion of the insurable risk it retains. However, failure of the reinsurer to honor their obligation could result in losses to Midland, as the reinsurance contracts do not relieve Midland of its obligations to policyholders. Midland continually evaluates the financial condition of its reinsurers to minimize its exposure to losses from reinsurer insolvencies and does not believe it holds any significant concentration of credit risk arising from any single reinsurer or any similar geographic region, activity or economic characteristic associated with its reinsurers. Midland fully expects its reinsurers to honor their obligations. As of December 31, 2002 Midland is owed $4.9 million from reinsurers for claims that have been paid and for which a contractual obligation to collect from a reinsurer exists. Midland has not experienced any significant uncollectible reinsurance amounts or coverage disputes with its reinsurers historically and the composition of its reinsurers has not changed significantly in recent years. | ||
|
Significant Customer As indicated in Industry Segments, Note 17 to Midland’s 2002 consolidated financial statements, in 2002 and 2001, revenues (earned premiums net of amounts ultimately ceded to reinsurers) received for sales through one customer, Conseco Agency, Inc., amounted to $78,643,000 and $80,674,000, respectively. The receivable balance for American Modern Insurance Group, a wholly owned subsidiary of Midland, from its largest customer, Conseco Agency, Inc., decreased from $20.7 million as of December 31, 2001 to $11.1 million as of December 31, 2002. Conseco Agency filed for Chapter 11 bankruptcy on January 31, 2003, following the Chapter 11 filing of its’ parent company on December 18, 2002. The Conseco Agency receivable is current at December 31, 2002. While we anticipate collection of the entire amount that is owed, it is possible that American Modern might not collect the full amount. If that happened, it could negatively impact our financial condition and results. |
||
| American Modern’s receivable balance from Conseco Agency is secured by a pledge of the Agency’s expirations and renewals on American Modern’s in-force policies written through Conseco Agency. On February 3, 2003, the bankruptcy judge in the Conseco Agency Chapter 11 proceedings approved a motion filed by Conseco Agency seeking authority to continue doing business with American Modern, and with Conseco’s other insurance partners, on a business as usual basis. | ||
| Various suitors have expressed an interest in Conseco. As of February 28, 2003, the most likely scenarios involved either a sale of Conseco Agency as a going concern under section 363 of the Bankruptcy Code, or a recapitalization of the Agency’s parent under a Plan of Reorganization. Since we do not yet know what will transpire, we cannot be certain of the future course of American Modern’s business relationship with Conseco Agency. However, American Modern’s management believes that the company is well positioned to continue its business relationship with Conseco Agency, and/or its successors, regardless of what may happen in Conseco’s Chapter 11 proceedings. | ||
|
Website Address Midland’s website address is www.midlandcompany.com. Midland’s annual, quarterly and other periodic filings are available on or through this website. |
| ITEM 2. |
Properties. Midland owns its 275,000 square foot principal offices located in Amelia, Ohio. Midland’s insurance subsidiaries lease office space in Montgomery, Alabama, Atlanta, Georgia, St. Louis, Missouri, Grand Rapids, Michigan and West Des Moines, Iowa. Midland’s transportation subsidiaries lease offices in Metairie, Louisiana. |
|
| ITEM 3. |
Legal Proceedings. None. |
|
| ITEM 4. |
Submission of Matters to a Vote of Security Holders. None during the fourth quarter. |
PART II
| ITEM 5. |
Market for the Registrant’s Common Stock and Related Security Holder
Matters. Incorporated by reference to pages 41 (Note 16) and 44 of Midland’s 2002 Annual Report to Shareholders. The number of holders of Midland’s common stock at December 31, 2002 was approximately 2,100. Midland’s common stock is registered on the NASDAQ National Market (MLAN). The table required by Regulation S-K Item 201(d) which appears under Item 12 is hereby incorporated by reference. |
|
| ITEM 6. |
Selected Financial Data. Incorporated by reference to “Six Year Financial Summary Data” on pages 14 and 15 of Midland’s 2002 Annual Report to Shareholders. |
|
| ITEM 7. |
Management’s Discussion and Analysis of Financial Condition and Results
of Operations. Incorporated by reference to pages 16 through 27 of Midland’s 2002 Annual Report to Shareholders. |
|
| ITEM 7A. |
Quantitative and Qualitative Disclosures about Market Risk Incorporated by reference to “Market Risk” section of Management’s Discussion and Analysis of Financial Conditions and Results from Operations on page 27 of Midland’s 2002 Annual Report to Shareholders. |
|
| ITEM 8. |
Financial Statements and Supplementary Data. Incorporated by reference to pages 28 through 44 of Midland’s 2002 Annual Report to Shareholders. |
|
| ITEM 9. |
Changes In and Disagreements with Accountants on Accounting and
Financial Disclosures. None. |
PART III
| ITEM 10. |
Directors and Executive Officers of the Registrant. Incorporated by reference to Midland’s Proxy Statement dated March 13, 2003. |
|
| ITEM 11. |
Executive Compensation. Incorporated by reference to Midland’s Proxy Statement dated March 13, 2003. |
|
| ITEM 12. |
Security Ownership of Certain Beneficial Owners and Management. Incorporated by reference to Midland’s Proxy Statement dated March 13, 2003. |
Equity Compensation Plan Information:
| Plan category | Number of securities | Weighted-average | Number of securities | |||||||||
| to be issued upon | exercise price of | remaining available | ||||||||||
| exercise of | outstanding options, | for future issuance | ||||||||||
| outstanding options, | warrant and rights | under equity | ||||||||||
| warrants and rights | compensation plans | |||||||||||
| (excluding securities | ||||||||||||
| reflected in column | ||||||||||||
Equity compensation
plans approved by
security holders |
877,000 | (a) | $ | 14.85 | 2,300,000 | |||||||
Equity compensation
plans not approved by
security holders |
— | — | — | |||||||||
Total |
877,000 | $ | 14.85 | 2,300,000 | ||||||||
| (a) | In addition to 877,000 outstanding options, the Company has 203,000 shares of restricted stock outstanding at December 31, 2002 and may issue a maximum of 249,000 performance shares over the next three years. |
| ITEM 13. |
Certain Relationships and Related Transactions. Incorporated by reference to Midland’s Proxy Statement dated March 13, 2003. |
|
| ITEM 14. |
Controls and Procedures. As of a date within 90 days of the date of this report (the “Evaluation Date”), we carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon this evaluation, our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were adequate to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. |
|
| Additionally, our President and Chief Executive Officer and Executive Vice President and Chief Financial Officer determined, as of the evaluation date, that there were no significant changes in our internal controls or in other factors that could significantly affect our internal controls subsequent to the date of their evaluation. |
PART IV
ITEM 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
| (a) 1. | Financial Statements. |
Incorporated by reference in Part II of this report: |
||||
Independent Auditors’ Report. |
||||
Consolidated Balance Sheets, December 31, 2002 and 2001. |
||||
Consolidated Statements of Income for the Years
Ended December 31, 2002, 2001 and 2000. |
||||
Consolidated Statements of Changes in Shareholders’ Equity
for the Years Ended December 31, 2002, 2001 and 2000. |
||||
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2002, 2001 and 2000. |
||||
Notes to Consolidated Financial Statements. |
||||
| (a) 2. | Financial Statement Schedules. |
| Included in Part IV of this report: | Page | ||||||
Independent Auditors’ Consent and Report on Schedules |
16 | ||||||
Schedule I — Summary of Investments — Other than Investments
in Related Parties — December 31, 2002 |
17 | ||||||
Schedule II — Condensed Financial Information of Registrant |
18-22 | ||||||
Schedule III — Supplementary Insurance Information for the
Years Ended December 31, 2002, 2001 and 2000 |
23 | ||||||
Schedule IV — Reinsurance for the Years Ended
December 31, 2002, 2001 and 2000 |
24 | ||||||
Schedule V — Valuation and Qualifying Accounts for the
Years Ended December 31, 2002, 2001 and 2000
|
25 | ||||||
Schedule VI — Supplemental Information Concerning Property -
Casualty Insurance Operations for the Years Ended
December 31, 2002, 2001 and 2000
|
26 | ||||||
| (a) 3. | Exhibits. |
| 3.1 | Articles of Incorporation — Filed as Exhibit 3(i) to the Registrant’s
Form 10-Q for the quarter ended June 30, 1998 and incorporated
herein by reference. |
|||||
| 3.2 | Code of Regulations (Amended and Restated) — Filed as Exhibit 3(ii)
to the Registrant’s Form 10-Q for the quarter ended June 30, 2000
and incorporated herein by reference. |
|||||
| 10.1 | The Midland Company 2002 Employee Incentive Stock Plan (Amended
and Restated)* — Incorporated by Reference to Registrant’s Proxy
Statement dated March 12, 2002 |
|||||
| 10.2 | The Midland Company 2002 Restricted Stock and Stock Option Plan
for Non-Employee Directors — Incorporated by Reference to the
Registrant’s Proxy Statement dated March 12, 2002. |
|||||
| 10.3 | The Midland Company 1992 Employee Incentive Stock Plan
(Amended and Restated)* — Filed as Exhibit 10.1 to the Registrant’s
Form 10-K for the year ended December 31, 2000 and incorporated
herein by reference. |
| Page | ||||||||
| 10.4 | Annual Incentive Plan* — Filed as Exhibit 10.3 to the Registrant’s Form 10-K for the year ended December 31, 2000 and incorporated herein by reference. | |||||||
| 10.5 | Consulting Agreements with J. P. Hayden, Jr., Michael J. Conaton, John R. LaBar and Robert W. Hayden — Filed as Exhibits 10.4(a)*, 10.4(b)*, 10.4(c)* and 10.4(d)* to the Registrant’s Form 10-K for the year ended December 31, 2000 and incorporated herein by reference. | |||||||
| 10.6 | Employee Retention Agreements with Joseph P. Hayden III, John W. Hayden, John I. Von Lehman and Paul T. Brizzolara — Filed as Exhibits 10.5(a)*, 10.5(b)*, 10.5(c)* and 10.5(d)* to the Registrant’s Form 10-K for the year ended December 31, 2000 and incorporated herein by reference. | |||||||
| 10.7 | The Midland Guardian Co. Salaried Employees 401(k) Savings Plan, The Midland Company 2000 Associate Discount Stock Purchase Plan and The Midland Company Stock Option Plan for Non-Employee Directors — Incorporated by Reference to Registrant’s Registration Statement No. 333-40560 on Form S-8. | |||||||
| 10.8 | The Midland Company Dividend Reinvestment Plan — Incorporated by Reference to Registrant’s Registration Statement No. 033-64821 on Form S-3. | |||||||
| 10.9 | The Midland Company Non-Employee Director Deferred Compensation Plan, The Midland Company Supplemental Retirement Plan*, Midland-Guardian Co. Salaried Employees’ Non-Qualified Savings Plan*, Midland-Guardian Co. Non-Qualified Self-Directed Retirement Plan*, The Midland Company Stock Option Plan for Non-Employee Directors as Amended January 2000 filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to the Registrant’s Form 10-Q for the quarter ended June 30, 2001 and incorporated herein by reference. | |||||||
| 13. | 2002 Annual Report to Shareholders filed herewith. | |||||||
| 21. | Subsidiaries of the Registrant | 27 | ||||||
| 23. | Independent Auditors’ Consent — Included in Consent and Report on Schedules referred to under Item 15(a)2 above. | |||||||
| 99.1 | Chief Executive Officer’s Certification | 28 | ||||||
| 99.2 | Chief Financial
Officer’s Certification * Management Compensatory Plan or Arrangement |
29 |
| (b) | Reports on Form 8-K — Midland filed a report on Form 8-K dated December 3, 2002 to provide slides that management planned to present at an investor conference including reports on direct and assumed premiums by product and distribution channel and information related to its investment portfolio, in accordance with Item 9 of Form 8-K. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THE MIDLAND COMPANY
| Signature | Title | Date | ||
| /s/ J. P. Hayden III (J. P. Hayden III) |
Chairman of the Board and Chief Operating Officer |
March 13, 2003 | ||
| /s/ John W. Hayden (John W. Hayden) |
President and Chief Executive Officer |
March 13, 2003 | ||
| /s/ John I. Von Lehman (John I. Von Lehman) |
Executive Vice President, Chief Financial and Accounting Officer and Secretary |
March 13, 2003 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
THE MIDLAND COMPANY
| Signature | Title | Date | ||
| /S/ James E. Bushman (James E. Bushman) |
Director | March 13, 2003 | ||
| /S/ James H. Carey (James H. Carey) |
Director | March 13, 2003 | ||
| /S/ Michael J. Conaton (Michael J. Conaton) |
Director | March 13, 2003 | ||
| /S/ Jerry A. Grundhofer (Jerry A. Grundhofer) |
Director | March 13, 2003 | ||
| /S/ J. P. Hayden, Jr. (J. P. Hayden, Jr.) |
Chairman of the Executive Committee of the Board and Director |
March 13, 2003 | ||
| /S/ J. P. Hayden, III (J. P. Hayden, III) |
Chairman of the Board, Chief Operating Officer and Director |
March 13, 2003 | ||
| /S/ John W. Hayden (John W. Hayden) |
President, Chief Executive Officer and Director |
March 13, 2003 | ||
| /S/ Robert W. Hayden (Robert W. Hayden) |
Director | March 13, 2003 | ||
| /S/ William T. Hayden (William T. Hayden) |
Director | March 13, 2003 | ||
| /S/ William J. Keating, Jr. (William J. Keating, Jr.) |
Director | March 13, 2003 | ||
| /S/ John R. LaBar (John R. LaBar) |
Director | March 13, 2003 | ||
| /S/ Richard M. Norman (Richard M. Norman) |
Director | March 13, 2003 | ||
| /S/ David B. O’Maley (David B. O’Maley) |
Director | March 13, 2003 | ||
| /S/ John M. O’Mara (John M. O’Mara) |
Director | March 13, 2003 | ||
| /S/ Glenn E. Schembechler (Glenn E. Schembechler) |
Director | March 13, 2003 | ||
| /S/ Francis Marie Thrailkill, OSU Ed.D. (Francis Marie Thrailkill, OSU Ed.D.) |
Director | March 13, 2003 | ||
| /S/ John I. Von Lehman (John I. Von Lehman) |
Executive Vice President, Chief Financial and Accounting Officer, Secretary and Director |
March 13, 2003 |
Certification of Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Securities and Exchange Commission Release 34-46427
I, John W. Hayden, the principal executive officer of The Midland Company, certify that:
1. I have reviewed this annual report on Form 10-K of The Midland Company;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
| (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; | |
| (b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and | |
| (c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
| (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and | |
| (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and |
6. The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 13, 2003
|
/s/John W. Hayden Principal Executive Officer |
Certification of Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Securities and Exchange Commission Release 34-46427
I, John I. Von Lehman, the principal financial officer of The Midland Company, certify that:
1. I have reviewed this annual report on Form 10-K of The Midland Company;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
| (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; | |
| (b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and | |
| (c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
| (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and | |
| (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and |
6. The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 13, 2003
|
/s/John I. Von Lehman Principal Financial Officer |
INDEPENDENT AUDITORS’ CONSENT AND REPORT ON SCHEDULES
To the Shareholders of The Midland Company:
We consent to the incorporation by reference in Registration Statements No. 33-64821 on Form S-3 and Nos. 33-48511, 333-40560 and 333-101390 on Form S-8 of The Midland Company of our report dated February 6, 2003 (which report expresses an unqualified opinion and includes an explanatory paragraph related to the adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”), incorporated by reference in this Annual Report on Form 10-K, and our report (appearing below) on the financial statement schedules of The Midland Company for the year ended December 31, 2002.
Our audits of the consolidated financial statements referred to in our aforementioned report also included the financial statement schedules of The Midland Company and its subsidiaries, listed in Item 15(a)2. These financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
March 13, 2003
Cincinnati, Ohio
THE MIDLAND COMPANY AND SUBSIDIARIES
Schedule I — Summary of Investments
Other than Investments in Related Parties
December 31, 2002
| Column A | Column B | Column C | Column D | ||||||||||||||||
| Amount at | |||||||||||||||||||
| Which Shown | |||||||||||||||||||
| in the Balance | |||||||||||||||||||
| Type of Investment | Cost | Value | Sheet | ||||||||||||||||
Fixed maturity securities, available-for-sale: |
|||||||||||||||||||
Bonds: |
|||||||||||||||||||
United States Government and government
agencies and authorities |
$ | 45,697,000 | $ | 49,085,000 | $ | 49,085,000 | |||||||||||||
States, municipalities and political subdivisions |
162,923,000 | 174,128,000 | 174,127,000 | ||||||||||||||||
Mortgage-backed securities |
97,055,000 | 102,203,000 | 102,203,000 | ||||||||||||||||
Foreign governments |
— | — | — | ||||||||||||||||
Public utilities |
5,845,000 | 6,049,000 | 6,049,000 | ||||||||||||||||
All other corporate bonds |
173,104,000 | 181,311,000 | 181,312,000 | ||||||||||||||||
Total |
484,624,000 | 512,776,000 | 512,776,000 | ||||||||||||||||
Equity securities, available-for-sale: |
|||||||||||||||||||
Common stocks: |
|||||||||||||||||||
Public utilities |
1,158,000 | 1,002,000 | 1,002,000 | ||||||||||||||||
Banks, trusts and insurance companies |
11,435,000 | 61,240,000 | 61,240,000 | ||||||||||||||||
Industrial, miscellaneous and all other |
43,038,000 | 41,087,000 | 41,087,000 | ||||||||||||||||
Imbedded derivatives |
888,000 | 888,000 | 888,000 | ||||||||||||||||
Nonredeemable preferred stocks |
33,985,000 | 33,886,000 | 33,886,000 | ||||||||||||||||
Total |
90,504,000 | 138,103,000 | 138,103,000 | ||||||||||||||||
Accrued interest and dividends |
7,902,000 | XXXXXXX | 7,902,000 | ||||||||||||||||
Mortgage loans on real estate |
7,639,000 | XXXXXXX | 7,639,000 | ||||||||||||||||
Short-term investments |
73,338,000 | XXXXXXX | 73,338,000 | ||||||||||||||||
Total Investments |
$ | 664,007,000 | XXXXXXX | $ | 739,758,000 | ||||||||||||||
THE MIDLAND COMPANY (Parent Only)
Schedule II — Condensed Financial Information of Registrant
Condensed Balance Sheet Information
December 31, 2002 and 2001
| ASSETS | 2002 | 2001 | |||||||||
Cash |
$ | 137,000 | $ | 98,000 | |||||||
Marketable Securities Available
for Sale (at market value): |
|||||||||||
Debt Securities (cost, $274,000 in 2002
and $175,000 in 2001) |
274,000 | 175,000 | |||||||||
Equity (cost, $363,000 in 2002
and $338,000 in 2001) |
2,729,000 | 2,691,000 | |||||||||
Total |
3,003,000 | 2,866,000 | |||||||||
Receivables — Net |
15,061,000 | 10,851,000 | |||||||||
Intercompany Receivables |
— | 1,098,000 | |||||||||
Property, Plant and Equipment (at cost): |
37,492,000 | 37,457,000 | |||||||||
Less Accumulated Depreciation |
11,121,000 | 10,229,000 | |||||||||
Net |
26,371,000 | 27,228,000 | |||||||||
Other Assets |
7,717,000 | 7,643,000 | |||||||||
Investments in Subsidiaries (at equity) |
319,514,000 | 298,482,000 | |||||||||
Total Assets |
$ | 371,803,000 | $ | 348,266,000 | |||||||
THE MIDLAND COMPANY (Parent Only)
Schedule II — Condensed Financial Information of Registrant
Condensed Balance Sheet Information
December 31, 2002 and 2001
| LIABILITIES AND SHAREHOLDERS' EQUITY | 2002 | 2001 | |||||||||
Notes Payable Within One Year: |
|||||||||||
Banks (including current portion of long-term debt) |
$ | 39,810,000 | $ | 26,756,000 | |||||||
Commercial Paper |
4,238,000 | 9,522,000 | |||||||||
Total |
44,048,000 | 36,278,000 | |||||||||
Other Payables and Accruals |
2,525,000 | 3,649,000 | |||||||||
Intercompany Payables |
669,000 | — | |||||||||
Long — Term Debt |
15,653,000 | 16,463,000 | |||||||||
Shareholders’ Equity: |
|||||||||||
Common Stock — No Par (issued and outstanding: |
|||||||||||
17,566,000 shares at December 31, 2002 and
17,660,000 shares at December 31, 2001 after
deducting treasury stock of 4,290,000 shares
and 4,196,000 shares, respectively) |
911,000 | 911,000 | |||||||||
Additional Paid — in Capital |
22,516,000 | 20,386,000 | |||||||||
Retained Earnings |
279,826,000 | 264,057,000 | |||||||||
Accumulated Other Comprehensive Income |
47,573,000 | 45,875,000 | |||||||||
Treasury Stock (at cost) |
(41,605,000 | ) | (38,698,000 | ) | |||||||
Unvested Restricted Stock Awards |
(313,000 | ) | (655,000 | ) | |||||||
Total |
308,908,000 | 291,876,000 | |||||||||
Total Liabilities and Shareholders’ Equity |
$ | 371,803,000 | $ | 348,266,000 | |||||||
THE MIDLAND COMPANY (Parent Only)
Schedule II — Condensed Financial Information of Registrant
Condensed Statements of Income Information
For the Years Ended December 31, 2002, 2001 and 2000
| 2002 | 2001 | 2000 | ||||||||||||||
Revenues: |
||||||||||||||||
Dividends from Subsidiaries |
$ | — | $ | 298,000 | $ | 13,529,000 | ||||||||||
All Other Income, Primarily Charges
to Subsidiaries |
5,953,000 | 5,992,000 | 6,317,000 | |||||||||||||
Total Revenues |
5,953,000 | 6,290,000 | 19,846,000 | |||||||||||||
Expenses: |
||||||||||||||||
Interest Expense |
2,410,000 | 3,446,000 | 3,745,000 | |||||||||||||
Depreciation and Amortization |
1,125,000 | 1,749,000 | 2,458,000 | |||||||||||||
All Other Expenses |
3,275,000 | 2,626,000 | 2,975,000 | |||||||||||||
Total Expenses |
6,810,000 | 7,821,000 | 9,178,000 | |||||||||||||
Income (Loss) Before Federal Income Tax |
(857,000 | ) | (1,531,000 | ) | 10,668,000 | |||||||||||
Provision (Credit) for Federal Income Tax |
(340,000 | ) | (695,000 | ) | (1,053,000 | ) | ||||||||||
Income (Loss) Before Change in |
||||||||||||||||
Undistributed Income of Subsidiaries |
(517,000 | ) | (836,000 | ) | 11,721,000 | |||||||||||
Change in Undistributed Income of Subsidiaries |
19,358,000 | 28,058,000 | 23,742,000 | |||||||||||||
Net Income |
$ | 18,841,000 | $ | 27,222,000 | $ | 35,463,000 | ||||||||||
THE MIDLAND COMPANY (Parent Only)
Schedule II — Condensed Financial Information of Registrant
Condensed Statements of Cash Flows Information
For the Years Ended December 31, 2002, 2001 and 2000
| 2002 | 2001 | 2000 | ||||||||||||||
Cash Flows from Operating Activities: |
||||||||||||||||
Net income |
$ | 18,841,000 | $ | 27,222,000 | $ | 35,463,000 | ||||||||||
Adjustments to reconcile net income to net cash
provided by (used in) operating activities: |
||||||||||||||||
Increase in undistributed income
of subsidiaries |
(19,358,000 | ) | (28,058,000 | ) | (23,742,000 | ) | ||||||||||
Decrease (Increase) in receivables |
(2,640,000 | ) | 6,162,000 | (4,631,000 | ) | |||||||||||
Decrease in other payables and accruals |
(1,195,000 | ) | (247,000 | ) | (2,723,000 | ) | ||||||||||
Depreciation and amortization |
1,125,000 | 1,749,000 | 2,458,000 | |||||||||||||
Increase in other assets |
(74,000 | ) | (1,072,000 | ) | (1,013,000 | ) | ||||||||||
Other — net |
— | 68,000 | 2,000 | |||||||||||||
Net Cash Provided by (Used in)
Operating Activities |
(3,301,000 | ) | 5,824,000 | 5,814,000 | ||||||||||||
Cash Flows from Investing Activities: |
||||||||||||||||
Change in investments (excluding unrealized
appreciation/depreciation) |
(100,000 | ) | 159,000 | (232,000 | ) | |||||||||||
Acquisition of property, plant and equipment |
(69,000 | ) | (208,000 | ) | (259,000 | ) | ||||||||||
Sale of property, plant and equipment — net |
13,000 | 40,000 | 24,000 | |||||||||||||
Net Cash Used in |
||||||||||||||||
Investing Activities |
(156,000 | ) | (9,000 | ) | (467,000 | ) | ||||||||||
Cash Flows from Financing Activities: |
||||||||||||||||
Increase (decrease) in short — term borrowings |
7,716,000 | (9,498,000 | ) | 19,470,000 | ||||||||||||
Purchase of treasury stock |
(3,893,000 | ) | (10,900,000 | ) | (15,432,000 | ) | ||||||||||
Dividends paid |
(3,014,000 | ) | (2,818,000 | ) | (2,747,000 | ) | ||||||||||
Net change in intercompany accounts |
1,767,000 | 15,804,000 | (6,489,000 | ) | ||||||||||||
Issuance of treasury stock |
1,676,000 | 2,333,000 | 1,068,000 | |||||||||||||
Decrease in long-term debt |
(756,000 | ) | (706,000 | ) | (1,297,000 | ) | ||||||||||
Net Cash Provided by (Used in)
Financing Activities |
3,496,000 | (5,785,000 | ) | (5,427,000 | ) | |||||||||||
Net Increase (Decrease) in Cash |
39,000 | 30,000 | (80,000 | ) | ||||||||||||
Cash at Beginning of Year |
98,000 | 68,000 | 148,000 | |||||||||||||
Cash at End of Year |
$ | 137,000 | $ | 98,000 | $ | 68,000 | ||||||||||
THE MIDLAND COMPANY (Parent Only)
Schedule II — Condensed Financial Information of Registrant
Notes to Condensed Financial Information
For the Years Ended December 31, 2002 and 2001
The accompanying condensed financial information should be read in conjunction with the consolidated financial statements and notes included in the Registrant’s 2002 Annual Report to Shareholders.
Total debt of the Registrant (parent only) consists of the following:
| DECEMBER 31, | ||||||||||
| 2002 | 2001 | |||||||||
Short — Term Bank Borrowings |
$ | 39,000,000 | $ | 26,000,000 | ||||||
Commercial Paper |
4,238,000 | 9,522,000 | ||||||||
Mortgage Notes: |
||||||||||
6.83% — Due December 20, 2005 |
16,463,000 | 17,219,000 | ||||||||
Total Debt |
$ | 59,701,000 | $ | 52,741,000 | ||||||
See Notes 7 and 8 to the consolidated financial statements included in the 2002 Annual Report to Shareholders for further information on the Company’s outstanding debt at December 31, 2002.
The amount of debt that becomes due during each of the next three years is as follows: 2003 — $44,048,000; 2004 — $865,000; 2005 — remainder of $14,788,000.
THE MIDLAND COMPANY AND SUBSIDIARIES
Schedule III — Supplementary Insurance Information
For the Years Ended December 31, 2002, 2001 and 2000
(Amounts in 000’s)
| Column A | Column B | Column C | Column D | Column E | Column F | |||||||||||||||||
| Future | ||||||||||||||||||||||
| Policy | ||||||||||||||||||||||
| Deferred | Benefits, | Other Policy | ||||||||||||||||||||
| Policy | Losses, | Claims and | ||||||||||||||||||||
| Acquisition | Claims and | Unearned | Benefits | Premium | ||||||||||||||||||
| Cost | Loss Expenses | Premiums | Payable | Revenue | ||||||||||||||||||
2002 |
||||||||||||||||||||||
Manufactured Housing |
$ | 57,236 | $ | 198,048 | $ | 325,335 | ||||||||||||||||
Other Insurance |
39,160 | 208,263 | 252,333 | |||||||||||||||||||
Unallocated Amounts |
$ | 164,717 | ||||||||||||||||||||
Inter-segment Elimination |
||||||||||||||||||||||
Total |
$ | 96,396 | $ | 164,717 | $ | 406,311 | $ | — | $ | 577,668 | ||||||||||||
2001 |
||||||||||||||||||||||
Manufactured Housing |
$ | 70,976 | $ | 233,180 | $ | 318,298 | ||||||||||||||||
Other Insurance |
29,809 | 170,675 | 189,935 | |||||||||||||||||||
Unallocated Amounts |
$ | 148,674 | ||||||||||||||||||||
Inter-segment Elimination |
||||||||||||||||||||||
Total |
$ | 100,785 | $ | 148,674 | $ | 403,855 | $ | — | $ | 508,233 | ||||||||||||
2000 |
||||||||||||||||||||||
Manufactured Housing |
$ | 67,026 | $ | 228,665 | $ | 309,943 | ||||||||||||||||
Other Insurance |
24,548 | 128,520 | 146,177 | |||||||||||||||||||
Unallocated Amounts |
$ | 135,887 | ||||||||||||||||||||
Inter-segment Elimination |
||||||||||||||||||||||
Total |
$ | 91,574 | $ | 135,887 | $ | 357,185 | $ | — | $ | 456,120 | ||||||||||||
1999 |
||||||||||||||||||||||
Manufactured Housing |
$ | 60,112 | $ | 215,437 | $ | 283,332 | ||||||||||||||||
Other Insurance |
25,056 | 97,401 | 117,659 | |||||||||||||||||||
Unallocated Amounts |
133,713 | |||||||||||||||||||||
Inter-segment Elimination |
||||||||||||||||||||||
Total |
$ | 85,168 | $ | 133,713 | $ | 312,838 | $ | — | $ | 400,991 | ||||||||||||
1998 |
||||||||||||||||||||||
Manufactured Housing |
$ | 44,317 | $ | 192,323 | $ | 258,638 | ||||||||||||||||
Other Insurance |
19,645 | 62,792 | 116,840 | |||||||||||||||||||
Unallocated Amounts |
125,496 | |||||||||||||||||||||
Inter-segment Elimination |
||||||||||||||||||||||
Total |
$ | 63,962 | $ | 125,496 | $ | 255,115 | $ | — | $ | 375,478 | ||||||||||||
[Additional columns below]
[Continued from above table, first column(s) repeated]
| Column A | Column G | Column H | Column I | Column J | Column K | |||||||||||||||||
| Benefits, | Amortization of | |||||||||||||||||||||
| Net | Claims, Losses | Deferred Policy | Other | |||||||||||||||||||
| Investment | and Settlement | Acquisition | Operating | Premiums | ||||||||||||||||||
| Income (1) | Expenses | Costs | Expenses (1) | Written | ||||||||||||||||||
2002 |
||||||||||||||||||||||
Manufactured Housing |
$ | 19,457 | $ | 185,421 | $ | 94,385 | $ | 43,939 | $ | 290,204 | ||||||||||||
Other Insurance |
15,803 | 155,594 | 75,092 | 29,520 | 272,924 | (2) | ||||||||||||||||
Unallocated Amounts |
485 | |||||||||||||||||||||
Inter-segment Elimination |
(290 | ) | ||||||||||||||||||||
Total |
$ | 35,455 | $ | 341,015 | $ | 169,477 | $ | 73,459 | $ | 563,128 | ||||||||||||
2001 |
||||||||||||||||||||||
Manufactured Housing |
$ | 20,562 | $ | 176,699 | $ | 92,968 | $ | 39,435 | $ | 322,818 | ||||||||||||
Other Insurance |
14,042 | 115,489 | 52,809 | 33,887 | 206,923 | (2) | ||||||||||||||||
Unallocated Amounts |
7 | |||||||||||||||||||||
Inter-segment Elimination |
(809 | ) | ||||||||||||||||||||
Total |
$ | 33,802 | $ | 292,188 | $ | 145,777 | $ | 73,322 | $ | 529,741 | ||||||||||||
2000 |
||||||||||||||||||||||
Manufactured Housing |
$ | 20,787 | $ | 156,517 | $ | 94,940 | $ | 41,684 | $ | 323,165 | ||||||||||||
Other Insurance |
11,272 | 84,163 | 42,113 | 29,071 | 155,803 | (2) | ||||||||||||||||
Unallocated Amounts |
25 | |||||||||||||||||||||
Inter-segment Elimination |
(1,310 | ) | ||||||||||||||||||||
Total |
$ | 30,774 | $ | 240,680 | $ | 137,053 | $ | 70,755 | $ | 478,968 | ||||||||||||
1999 |
||||||||||||||||||||||
Manufactured Housing |
$ | 15,526 | $ | 133,436 | $ | 82,302 | $ | 40,079 | $ | 306,446 | ||||||||||||
Other Insurance |
10,631 | 70,929 | 31,910 | 26,462 | 137,049 | (2) | ||||||||||||||||
Unallocated Amounts |
19 | |||||||||||||||||||||
Inter-segment Elimination |
(884 | ) | ||||||||||||||||||||
Total |
$ | 25,292 | $ | 204,365 | $ | 114,212 | $ | 66,541 | $ | 443,495 | ||||||||||||
1998 |
||||||||||||||||||||||
Manufactured Housing |
$ | 14,875 | $ | 137,483 | $ | 71,288 | $ | 33,133 | $ | 283,020 | ||||||||||||
Other Insurance |
9,923 | 72,532 | 31,881 | 21,176 | 110,987 | (2) | ||||||||||||||||
Unallocated Amounts |
34 | |||||||||||||||||||||
Inter-segment Elimination |
(924 | ) | ||||||||||||||||||||
Total |
$ | 23,908 | $ | 210,015 | $ | 103,169 | $ | 54,309 | $ | 394,007 | ||||||||||||
Notes to Schedule III:
| (1) | Net investment income is allocated to insurance segments based upon a combination of premium cash flow and equity data. Other operating expenses include expenses directly related to the segments and expenses allocated to the segments based on historical usage factors. | |
| (2) | Includes other property and casualty insurance and accident and health insurance from the Life insurance subsidiaries ($1,613, $6,636 and $7,632 for 2002, 2001 and 2000, respectively). |
THE MIDLAND COMPANY AND SUBSIDIARIES
Schedule IV — Reinsurance
For the Years Ended December 31, 2002, 2001 and 2000
| Column A | Column B | Column C | Column D | Column E | Column F | |||||||||||||||||||||
| Ceded to | Assumed | Percentage of | ||||||||||||||||||||||||
| Gross | Other | from Other | Net | Amount Assumed | ||||||||||||||||||||||
| Amount | Companies | Companies | Amount | to Net | ||||||||||||||||||||||
2002 |
||||||||||||||||||||||||||
Life Insurance in Force |
$ | 1,139,383,000 | $ | 741,828,000 | $ | 82,619,000 | $ | 480,174,000 | 17.2 | % | ||||||||||||||||
Insurance Premiums and
Other Considerations: |
||||||||||||||||||||||||||
Life and Accident and Health Insurance |
$ | 31,245,000 | $ | 19,869,000 | $ | 616,000 | $ | 11,992,000 | 5.1 | % | ||||||||||||||||
Property & Liability Insurance |
516,532,000 | 33,218,000 | 82,362,000 | 565,676,000 | 14.6 | % | ||||||||||||||||||||
Total Premiums |
$ | 547,777,000 | $ | 53,087,000 | $ | 82,978,000 | $ | 577,668,000 | 14.4 | % | ||||||||||||||||
2001 |
||||||||||||||||||||||||||
Life Insurance in Force |
$ | 942,494,000 | $ | 601,866,000 | $ | 79,697,000 | $ | 420,325,000 | 19.0 | % | ||||||||||||||||
Insurance Premiums and
Other Considerations: |
||||||||||||||||||||||||||
Life and Accident and Health Insurance |
$ | 23,968,000 | $ | 14,104,000 | $ | 1,150,000 | $ | 11,014,000 | 10.4 | % | ||||||||||||||||
Property & Liability Insurance |
455,253,000 | 28,462,000 | 70,428,000 | 497,219,000 | 14.2 | % | ||||||||||||||||||||
Total Premiums |
$ | 479,221,000 | $ | 42,566,000 | $ | 71,578,000 | $ | 508,233,000 | 14.1 | % | ||||||||||||||||
2000 |
||||||||||||||||||||||||||
Life Insurance in Force |
$ | 731,201,000 | $ | 415,567,000 | $ | 55,023,000 | $ | 370,657,000 | 14.8 | % | ||||||||||||||||
Insurance Premiums and
Other Considerations: |
||||||||||||||||||||||||||
Life and Accident and Health Insurance |
$ | 20,694,000 | $ | 11,403,000 | $ | 1,330,000 | $ | 10,621,000 | 12.5 | % | ||||||||||||||||
Property & Liability Insurance |
434,565,000 | 30,766,000 | 41,700,000 | 445,499,000 | 9.4 | % | ||||||||||||||||||||
Total Premiums |
$ | 455,259,000 | $ | 42,169,000 | $ | 43,030,000 | $ | 456,120,000 | 9.4 | % | ||||||||||||||||
THE MIDLAND COMPANY AND SUBSIDIARIES
Schedule V — Valuation and Qualifying Accounts
For the Years Ended December 31, 2002, 2001 and 2000
| ADDITIONS | |||||||||||||||||
| CHARGED | |||||||||||||||||
| BALANCE AT | (CREDITED) TO | BALANCE | |||||||||||||||
| BEGINNING | COSTS AND | DEDUCTIONS | AT END | ||||||||||||||
| DESCRIPTION | OF PERIOD | EXPENSES | (ADDITIONS) | OF PERIOD | |||||||||||||
YEAR ENDED DECEMBER 31, 2002: |
|||||||||||||||||
Allowance
For Bad Debt |
$ | 826,000 | $ | 50,162 | $ | 50,162 | (1) | $ | 826,000 | ||||||||
YEAR ENDED DECEMBER 31, 2001: |
|||||||||||||||||
Allowance For Bad Debt |
$ | 826,000 | $ | 96,000 | $ | 96,000 | (1) | $ | 826,000 | ||||||||
YEAR ENDED DECEMBER 31, 2000: |
|||||||||||||||||
Allowance For Bad Debt |
$ | 807,000 | $ | 84,000 | $ | 65,000 | (1) | $ | 826,000 | ||||||||
NOTES:
(1) Accounts written off are net of recoveries.
THE MIDLAND COMPANY AND SUBSIDIARIES
Schedule VI — Supplemental Information Concerning Property-Casualty Insurance Operations
For the Years Ended December 31, 2002, 2001 and 2000
(Amounts in 000’s)
| Column A | Column B | Column C | Column D | Column E | Column F | Column G | ||||||||||||||||||
| Reserves for | ||||||||||||||||||||||||
| Deferred | Unpaid Claims | Discount, | ||||||||||||||||||||||
| Affiliation | Policy | and Claim | if any, | Net | ||||||||||||||||||||
| with | Acquisition | Adjustment | Deducted in | Unearned | Earned | Investment | ||||||||||||||||||
| Registrant | Costs | Expenses | Column C | Premiums | Premiums | Income | ||||||||||||||||||
Consolidated
Property-Casualty
Subsidiaries |
||||||||||||||||||||||||
2002 |
$ | 88,030 | $ | 154,099 | $ | — | $ | 333,810 | $ | 565,676 | $ | 31,883 | ||||||||||||
2001 |
$ | 91,098 | $ | 140,777 | $ | — | $ | 340,505 | $ | 497,219 | $ | 31,380 | ||||||||||||
2000 |
$ | 82,575 | $ | 129,596 | $ | — | $ | 308,282 | $ | 445,499 | $ | 28,589 | ||||||||||||
[Additional columns below]
[Continued from above table, first column(s) repeated]
| Column A | Column H | Column I | Column J | Column K | |||||||||||||||||
| Claims and | |||||||||||||||||||||
| Claim | |||||||||||||||||||||
| Adjustment | |||||||||||||||||||||
| Expenses | |||||||||||||||||||||
| Incurred | Amortization | ||||||||||||||||||||
| Related to | of Deferred | Paid Claims | |||||||||||||||||||
| Affiliation | Policy | and Claim | |||||||||||||||||||
| with | Current | Prior | Acquisition | Adjustment | Premiums | ||||||||||||||||
| Registrant | Year | Years | Costs | Expenses | Written | ||||||||||||||||
Consolidated
Property-Casualty
Subsidiaries |
|||||||||||||||||||||
2002 |
$ | 343,600 | $ | (8,371 | ) | $ | 165,195 | $ | 322,503 | $ | 561,515 | ||||||||||
2001 |
$ | 291,502 | $ | (4,179 | ) | $ | 142,983 | $ | 279,487 | $ | 523,105 | ||||||||||
2000 |
$ | 242,689 | $ | (6,952 | ) | $ | 130,275 | $ | 230,040 | $ | 471,336 | ||||||||||
Note: Certain amounts above will not agree with Schedule III because other insurance amounts in Schedule III include life and accident and health insurance.