-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GTAcbJjZ2qv6EztOEnRAxXisgGyK1OYhSGZLWL2o3UB5Sx977lmDZPCOYHzXoCee dZYuI7QcZBZqLdy2SLivAw== 0000066025-00-000004.txt : 20000515 0000066025-00-000004.hdr.sgml : 20000515 ACCESSION NUMBER: 0000066025-00-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDLAND CO CENTRAL INDEX KEY: 0000066025 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 310742526 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-06026 FILM NUMBER: 628401 BUSINESS ADDRESS: STREET 1: 7000 MIDLAND BLVD STREET 2: P O BOX 125 CITY: AMELIA STATE: OH ZIP: 45102-2607 BUSINESS PHONE: 5139437100 MAIL ADDRESS: STREET 2: P O BOX 1256 CITY: CINCINNATI STATE: OH ZIP: 45201 10-Q 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__________March 31, 2000____________________ 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 ____________________1-6026__________________________ __________________________The Midland Company______________________________ (Exact name of registrant as specified in its charter) ______________Incorporated in Ohio__________________ ____31-0742526_____ (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 7000 Midland Boulevard, Amelia, Ohio 45102-2607 (Address of principal executive offices) (Zip Code) (513) 943-7100 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ___X___. No _______. The number of common shares outstanding as of March 31, 2000 was 9,448,512. PART I. FINANCIAL INFORMATION THE MIDLAND COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS MARCH 31, 2000 AND DECEMBER 31, 1999 Amounts in 000's (Unaudited) March 31, Dec. 31, ASSETS 2000 1999 ---------- ---------- MARKETABLE SECURITIES AVAILABLE FOR SALE: Fixed income (cost, $472,036 at March 31, 2000 and $488,492 at December 31, 1999) $ 465,247 $ 479,772 Equity (cost, $53,573 at March 31, 2000 and $46,400 at December 31, 1999) 143,843 131,087 ---------- ---------- Total 609,090 610,859 ---------- ---------- CASH 6,778 10,098 ---------- ---------- ACCOUNTS RECEIVABLE - NET 65,317 60,426 ---------- ---------- REINSURANCE RECOVERABLES AND PREPAID REINSURANCE PREMIUMS 46,976 43,151 ---------- ---------- PROPERTY, PLANT AND EQUIPMENT - NET 61,065 62,585 ---------- ---------- DEFERRED INSURANCE POLICY ACQUISITION COSTS 86,995 85,168 ---------- ---------- OTHER ASSETS 19,082 15,770 ---------- ---------- TOTAL ASSETS $ 895,303 $ 888,057 ========== ========== See notes to condensed consolidated financial statements. THE MIDLAND COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS MARCH 31, 2000 AND DECEMBER 31, 1999 Amounts in 000's (Unaudited) March 31, Dec. 31, LIABILITIES & SHAREHOLDERS' EQUITY 2000 1999 ---------- ---------- UNEARNED INSURANCE PREMIUMS $ 322,265 $ 312,838 ---------- ---------- INSURANCE LOSS RESERVES 134,269 133,713 ---------- ---------- INSURANCE COMMISSIONS PAYABLE 18,271 20,291 ---------- ---------- FUNDS HELD UNDER REINSURANCE AGREEMENTS AND REINSURANCE PAYABLES 2,973 3,097 ---------- ---------- LONG-TERM DEBT 43,648 44,288 ---------- ---------- OTHER NOTES PAYABLE: Banks 4,000 20,000 Commercial paper 6,037 5,550 ---------- ---------- Total 10,037 25,550 ---------- ---------- DEFERRED FEDERAL INCOME TAX 30,800 28,171 ---------- ---------- OTHER PAYABLES AND ACCRUALS 62,655 62,107 ---------- ---------- COMMITMENTS AND CONTINGENCIES - - ---------- ---------- SHAREHOLDERS' EQUITY: Common stock (issued and outstanding: 9,449 shares at March 31, 2000 and 9,515 shares at December 31, 1999 after deducting treasury stock of 1,479 shares and 1,413 shares, respectively) 911 911 Additional paid-in capital 18,902 18,583 Retained earnings 215,479 207,005 Accumulated other comprehensive income 54,271 49,388 Treasury stock - at cost (17,266) (15,786) Unvested restricted stock awards (1,912) (2,099) ---------- ---------- Total 270,385 258,002 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 895,303 $ 888,057 ========== ========== See notes to condensed consolidated financial statements. THE MIDLAND COMPANY AND SUBSIDIARIES STATEMENTS OF CONDENSED CONSOLIDATED INCOME (Unaudited) FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999 Amounts in 000's except per share data 2000 1999 REVENUES: ---------- ---------- Insurance: Premiums earned $ 110,498 $ 98,137 Net investment income 7,061 6,071 Net realized investment gains 1,882 1,070 Other insurance income 1,959 746 Transportation 7,000 7,927 Other 341 133 ---------- ---------- Total 128,741 114,084 ---------- ---------- COSTS AND EXPENSES: Insurance: Losses and loss adjustment expenses 54,976 48,382 Commissions and other policy acquisition costs 34,862 30,449 Operating and administrative expenses 17,833 14,423 Transportation operating expenses 6,310 7,688 Interest expense 888 1,062 Other operating and administrative expenses 851 995 ---------- ---------- Total 115,720 102,999 ---------- ---------- INCOME BEFORE FEDERAL INCOME TAX 13,021 11,085 PROVISION FOR FEDERAL INCOME TAX 3,838 3,225 ---------- ---------- NET INCOME $ 9,183 $ 7,860 ========== ========== BASIC EARNINGS PER SHARE OF COMMON STOCK $ 1.00 $ 0.86 ========== ========== DILUTED EARNINGS PER SHARE OF COMMON STOCK $ 0.97 $ 0.83 ========== ========== CASH DIVIDENDS PER SHARE OF COMMON STOCK - DECLARED $ .0750 $ .0675 ========== ========== See notes to condensed consolidated financial statements. THE MIDLAND COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999 (Unaudited) Amounts in 000's Accumulated Unvested Additional Other Com- Restricted Compre- Common Paid-In Retained prehensive Treasury Stock hensive Stock Capital Earnings Income Stock Awards Total Income ------------------------------------------------------------------------------------------ BALANCE, DECEMBER 31, 1998 $911 $15,947 $178,398 $70,507 $(15,293) $(1,638) $248,832 Comprehensive income: Net income 7,860 7,860 $ 7,860 Decrease in unrealized gain on marketable securities, net of related income tax effect of $(2,329) (4,290) (4,290) (4,290) ----------- Total comprehensive income $ 3,570 =========== Purchase of treasury stock (2,414) (2,414) Issuance of treasury stock for options exercised and employee savings plan 27 1,343 1,370 Cash dividends declared (643) (643) Restricted stock awards 1,411 1,267 (2,678) - Amortization and cancellation of unvested restricted stock awards 289 289 ----------------------------------------------------------------------------- BALANCE, MARCH 31, 1999 $911 $17,385 $185,615 $66,217 $(15,097) $(4,027) $251,004 ============================================================================= BALANCE, DECEMBER 31, 1999 $911 $18,583 $207,005 $49,388 $(15,786) $(2,099) $258,002 Comprehensive income: Net income 9,183 9,183 $ 9,183 Increase in unrealized gain on marketable securities, net of related income tax effect of $2,629 4,883 4,883 4,883 ----------- Total comprehensive income $ 14,066 =========== Purchase of treasury stock (1,595) (1,595) Issuance of treasury stock for options exercised and employee savings plan 90 115 205 Cash dividends declared (709) (709) Federal income tax benefit related to the exercise or granting of stock awards 229 229 Amortization and cancellation of unvested restricted stock awards 187 187 ----------------------------------------------------------------------------- BALANCE, MARCH 31, 2000 $911 $18,902 $215,479 $54,271 $(17,266) $(1,912) $270,385 ============================================================================= See notes to condensed consolidated financial statements.
THE MIDLAND COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) FOR THE THREE-MONTHS ENDED MARCH 31, 2000 AND 1999 Amount in 000's 2000 1999 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 9,183 $ 7,860 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,241 2,180 Net realized investment gains (1,882) (1,070) Increase in unearned insurance premiums 9,427 3,939 Decrease (increase) in net accounts receivable (4,782) 982 Increase in reinsurance recoverables and prepaid reinsurance premiums (3,825) (1,573) Decrease in insurance commissions payable (2,020) (1,768) Increase in deferred insurance policy acquisition costs (1,827) (4,140) Decrease (increase) in other assets (732) 195 Increase in insurance loss reserves 556 397 Increase (decrease) in other accounts payable and accruals 344 (4,324) Decrease in funds held under reinsurance agreements and reinsurance payables (124) (4,298) Other-net 714 1,039 ---------- ---------- Net cash provided by (used in) operating activities 7,273 (581) ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of marketable securities (53,519) (32,097) Sale of marketable securities 64,508 18,650 Decrease (increase) in cash equivalent marketable securities (10,913) 15,369 Maturity of marketable securities 10,366 10,292 Net cash used in business acquisition (2,471) - Acquisition of property, plant and equipment (423) (296) Proceeds from sale of property, plant and equipment 43 120 ---------- ---------- Net cash provided by investing activities 7,591 12,038 ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Decrease in net short-term borrowings (15,513) (7,780) Purchase of treasury stock (1,595) (2,414) Dividends paid (641) (585) Repayment of long-term debt (640) (857) Issuance of treasury stock 205 1,370 ---------- ---------- Net cash used in financing activities (18,184) (10,266) ---------- ---------- NET INCREASE (DECREASE) IN CASH (3,320) 1,191 CASH AT BEGINNING OF PERIOD 10,098 3,687 ---------- ---------- CASH AT END OF PERIOD $ 6,778 $ 4,878 ========== ========== INTEREST PAID $ 976 $ 1,046 INCOME TAXES PAID $ 260 $ - See notes to the condensed consolidated financial statements. THE MIDLAND COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) MARCH 31, 2000 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of The Midland Company and subsidiaries (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Financial information as of December 31, 1999 has been derived from the audited consolidated financial statements of the Company. Revenue and operating results for the three-month period ended March 31, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. For further information, refer to the audited consolidated financial statements and footnotes thereto for the year ended December 31, 1999 included in the Company's Annual Report on Form 10-K. Certain reclassifications (minor in nature) have been made to the 1999 amounts to conform to 2000 classifications. 2. EARNINGS PER SHARE Earnings per share (EPS) of common stock amounts are computed by dividing net income by the weighted average number of shares outstanding during the period for basic EPS, plus the dilutive share equivalents for stock options and restricted stock awards for diluted EPS. Shares used for EPS calculations were as follows (000's): For Basic EPS For Diluted EPS --------------- ----------------- Three months ended March 31: 2000 9,167 9,470 ======= ======= 1999 9,098 9,439 ======= ======= 3. INCOME TAXES The federal income tax provisions for the three-month periods ended March 31, 2000 and 1999 are different from amounts derived by applying the statutory tax rates to income before federal income tax as follows (000's): 2000 1999 ------ ------ Federal income tax at statutory rate $4,557 $3,880 Tax effect of: Tax exempt interest and excludable dividend income (818) (737) Other - net 99 82 ------- ------- Provision for federal income tax $3,838 $3,225 ======= ======= THE MIDLAND COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) 4. SEGMENT DISCLOSURES Since the Company's annual report for 1999, there have been no changes in reportable segments or the manner in which the Company determines reportable segments or measures segment profit or loss. Summarized segment information for the interim periods for 2000 and 1999 is as follows (000's): Three Months Ended Three Months Ended March 31, 2000 March 31, 1999 --------------------------- -------------------------- Revenues- Revenues- Total External Pre-Tax Total External Pre-Tax Assets Customers Income Assets Customers Income ---------------------------- -------------------------- Reportable Segments: Insurance: Manufactured housing n/a $76,003 $11,116 n/a $68,768 $ 9,670 Other n/a 36,454 3,216 n/a 30,115 3,346 Unallocated $839,528 - (660) $743,618 - (320) Transportation 29,913 7,000 560 35,462 7,927 171 Corporate and all other (1,211) (1,782) -------- -------- $13,021 $11,085 ======== ======== Intersegment revenues are insignificant. Revenues reported above, by definition, exclude investment income and realized gains. Certain amounts are not allocated to segments ("n/a" above) by the Company. 5. NEW ACCOUNTING STANDARDS Accounting Standards Board issued SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" during 1998. SFAS No. 133, as amended by SFAS No. 137, is effective for fiscal years beginning after June 15, 2000. Adoption of SFAS 133 is not expected to have a material impact on the reported results of operations or financial position of the Company. INDEPENDENT ACCOUNTANTS' REPORT The Midland Company: We have reviewed the accompanying condensed consolidated balance sheet of The Midland Company and subsidiaries as of March 31, 2000, and the related condensed consolidated statements of income, changes in shareholders' equity and cash flows for the three-month periods ended March 31, 2000 and 1999. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquires of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to such condensed consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of The Midland Company and subsidiaries as of December 31, 1999, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated February 10, 2000, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 1999 is fairly stated, in all material respects, in relation to the consolidated financial statements from which it has been derived. /S/Deloitte & Touche Deloitte & Touche Cincinnati, Ohio April 12, 2000 THE MIDLAND COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS A detailed discussion of the Company's liquidity and capital resources is included in the 1999 Annual Report on Form 10-K. Except as discussed below, no material changes have taken place since that date and, accordingly, the discussion is not repeated herein. RESULTS OF OPERATIONS Insurance - --------- Insurance Premiums Property and casualty and life insurance direct and assumed written premiums generated from American Modern Insurance Group, Inc. (AMIG), the Company's insurance subsidiary increased 20.5% in the first quarter to $128.4 million from $106.6 million for the same quarter of 1999. Net earned premiums for the first quarter increased 12.6% to $110.5 million from $98.1 million for the comparable quarter in 1999. The disparity in growth rates between direct and assumed written premiums and net earned premiums for the periods presented was due primarily to AMIG's ability to generate more multi-year property and casualty and credit life premium coupled with the fact that a substantial increase in the growth rate of written premium typically precedes such growth rates in earned premium. The growth in direct and assumed written premiums for the periods presented is primarily the result of continued volume increases in manufactured home and related coverages insurance premium. Manufactured home and related coverages direct and assumed written premium generated in the first quarter increased 19.3% to $84.0 million from $70.4 million for the same quarter of 1999. Direct and assumed written premiums of all other specialty insurance products (property and casualty and credit life) collectively increased 22.7% to $44.4 million for the first quarter of 2000 from $36.2 million for the same quarter in 1999. Investment Income and Realized Capital Gains AMIG's net investment income (before taxes and excluding capital gains) increased 16.3% to $7.1 million in the first quarter of 2000 from $6.1 million for the first quarter of 1999. The increase in investment income was primarily the result of the investment of the positive cash flow generated from underwriting activities and the continued growth of AMIG's investment portfolio. AMIG's net realized capital gains (after-tax) increased to $1.2 million, $0.13 per share (diluted), for the first quarter, from $0.7 million, $0.07 per share (diluted), for the same quarter in 1999. Losses and Loss Adjustment Expenses AMIG's losses and loss adjustment expenses in the first quarter increased 13.6% to $55.0 million from $48.4 million for the first quarter of 1999. AMIG's total weather-related catastrophe losses (net of reinsurance recoveries) for the first quarter amounted to $2.6 million on a pre-tax basis compared with $4.2 million for the same quarter of 1999. These losses had an after-tax impact of approximately $0.18 per share (diluted) in the first quarter compared to $0.29 per share (diluted) in the first quarter of 1999. Excluding catastrophe losses and the impact of catastrophe reinsurance reinstatement premiums, the property and casualty combined ratio for the first quarter was 92.7% compared to 90.2% for the same quarter in 1999. Commissions, Other Policy Acquisition Costs and Other Operating and Administration Expenses AMIG's commissions and other policy acquisition costs and other operating and administrative expenses for the first quarter increased 17.4% to $52.7 million from $44.9 million for the first quarter of 1999. These increases are due primarily to the continued growth in net earned premiums. Property and Casualty Underwriting Results AMIG's property and casualty operations generated a pre-tax underwriting income of $5.3 million for the first quarters of both 2000 and 1999. For the current quarter, AMIG's combined ratio (ratio of losses and expenses as a percent of earned premium) for its property and casualty business was 95.1% compared to 94.5% in the first quarter of 1999. Transportation M/G Transport (M/G), the Company's transportation subsidiary, reported revenues for the first quarter of $7.0 million compared with $7.9 million in the first quarter of 1999. Pre-tax operating profits for the first quarter increased to $0.6 million from $0.2 million for the same quarter of 1999. The decrease in revenue was primarily the result of reduced demand for petroleum coke products that have affected shipping patterns. LIQUIDITY, CAPITAL RESOURCES AND CHANGES IN FINANCIAL CONDITION Cash flows from operating and investing activities were used to decrease the Company's short-term borrowings (Other Notes Payable) from year-end 1999. Management expects that cash and other liquid investments, coupled with future operating cash flows, will be readily available to meet the Company's operating cash requirements for the next twelve months. The Company declared $0.7 million in dividends to its shareholders during the first three months of 2000. OTHER MATTERS Comprehensive Income The only difference between net income and comprehensive income is the net after-tax change in unrealized gains on marketable securities. For the three month periods ended March 31, 2000 and 1999, such net unrealized gains increased or (decreased), net of related income tax effects, by the following amounts (in thousands): 2000 1999 -------- -------- Three months ended March 31 $ 4,883 $(4,290) Changes in net unrealized gains on marketable securities result from both market conditions and realized gains recognized in a reporting period. Private Securities Reform Act of 1995 - Forward Looking Statements Disclosure - ------------------------------------------------------------------------------ This report contains forward looking statements. For purposes of this report, a "Forward Looking Statement", within the meaning of the Securities Reform Act of 1995, is any statement concerning the year 2000 and beyond. The actions and performance of the company and its subsidiaries could deviate materially from what is contemplated by the forward looking statements contained in this report. Factors which might cause deviations from the forward looking statements include, without limitations, the following: 1) changes in the laws or regulations affecting the operations of the company or any of its subsidiaries, 2) changes in the business tactics or strategies of the company or any of its subsidiaries, 3) acquisition(s) of assets or of new or complementary operations, or divestiture of any segment of the existing operations of the company or any of its subsidiaries, 4) changing market forces or litigation which necessitate, in management's judgement, changes in plans, strategy or tactics of the company or its subsidiaries and 5) adverse weather conditions, fluctuations in the investment markets, changes in the retail marketplace or fluctuations in interest rates, any one of which might materially affect the operations of the company and/or its subsidiaries. Any forward-looking statement speaks 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. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The market risks associated with the Company's investment portfolios have not changed materially from those disclosed at year-end 1999. PART II. OTHER INFORMATION THE MIDLAND COMPANY AND SUBSIDIARIES MARCH 31, 2000 Item 1. Legal Proceedings ----------------- Reference is made to Item 3 of Registrant's December 31, 1999 Form 10-K concerning the conclusion of criminal litigation against M/G Transport Services, Inc., a subsidiary of Registrant. Item 2. Changes in Securities --------------------- None Item 3. Defaults Upon Senior Securities ------------------------------- None Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- None Item 5. Other Information ----------------- On April 27, 2000, the Board of Directors of The Midland Company authorized an extension of the Company's Stock Repurchase Program. As a result of the Board's action, the Stock Repurchase Program will continue, as originally authorized, through October 27, 2000. Under the terms of the original authorzation, the Company may repurchase up to 500,000 shares of the Company's outstanding common stock. The authorizing resolution does not require the Company to repurchase its common shares, but rather, allows the Company's management to make purchses in its discretion based on market conditions and the Company's capital requirements. Item 6. Exhibits and Reports on Form 8-K -------------------------------- a.) Exhibit 15 - Letter re: Unaudited Interim Financial Information b.) Exhibit 23 - Financial Data Schedule c.) Reports on Form 8-K - None SIGNATURE Pursuant to the requirements 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 Date _______April 12, 2000________ /s/ John I. Von Lehman ---------------------------- John I. Von Lehman, Executive Vice President and Chief Financial Officer EX-15 2 Exhibit 15 LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION The Midland Company: We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited condensed interim financial information of The Midland Company and subsidiaries for the periods ended March 31, 2000 and 1999, as indicated in our report dated April 12, 2000; because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, is incorporated by reference in Registration Statements No. 33-64821 on Form S-3 and No. 33-48511 on Form S-8. We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. /s/Deloitte & Touche Deloitte & Touche Cincinnati, Ohio April 12, 2000 Exhibit 15 EX-27 3
7 3-MOS DEC-31-2000 MAR-31-2000 465,247,000 0 0 143,843,000 0 0 609,090,000 6,778,000 24,399,000 86,995,000 895,303,000 134,269,000 322,265,000 0 21,244,000 53,685,000 0 0 911,000 269,474,000 895,303,000 110,498,000 7,061,000 1,882,000 9,300,000 54,976,000 34,862,000 17,833,000 13,021,000 3,838,000 9,183,000 0 0 0 9,183,000 1.00 0.97 89,325,000 0 0 0 0 89,551,000 0
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