0000898080-95-000073.txt : 19950816 0000898080-95-000073.hdr.sgml : 19950816 ACCESSION NUMBER: 0000898080-95-000073 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950815 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOTORS MECHANICAL REINSURANCE CO LTD CENTRAL INDEX KEY: 0000790381 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-06534 FILM NUMBER: 95563972 BUSINESS ADDRESS: STREET 1: TRIDENT HOUSE CITY: BRIDGETOWN BARBADOS STATE: C8 ZIP: 00000 BUSINESS PHONE: 8094364895 MAIL ADDRESS: STREET 1: SUTHERLAND ASBILL & STREET 2: 1275 PENNSYLVANIA AVE N W CITY: WASHINGTON STATE: DC ZIP: 20004-2404 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON. D.C. 20549 FORM 10-Q X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For quarterly period ended June 30, 1995 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 33-60105 Motors Mechanical Reinsurance Company, Limited (Exact name of registrant as specified in its charter) Barbados NA (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Bishops Court Hill, St. Michael, Barbados NA (Address of principle executive offices) (Zip Code) (809) 436-4895 (Registrant's telephone number, including area code) 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 (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 Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Class As of June 30, 1995 Common Stock, no par-value 2,000 Participating Stock, no par-value 23,400 This quarterly report, filed pursuant to Rule 13a-13 of the General Rules and Regulations under the Securities Exchange Act of 1934, consists of the following information as specified in Form 10-Q: Part I. FINANCIAL INFORMATION Item 1. Financial Statements 1. Balance Sheets, June 30, 1995 and December 31, 1994. 2. Statements of Income and Retained Earnings for the three month periods ended June 30, 1995 and 1994 and the six month periods ended June 30, 1995 and 1994. 3. Statements of Cash Flows for the six month periods ended June 30, 1995 and 1994. In the opinion of Management, the accompanying financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for a fair presentation of the results for the interim periods presented. Certain amounts in the 1994 financial statements have been reclassified to conform with 1995 presentation. MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED BALANCE SHEETS (Expressed in U.S. Dollars) June 30, 1995 December 31, (unaudited) 1994 _____________ ____________ ASSETS Investments $51,115,571 $42,903,056 Cash and cash equivalents 4,688,276 3,303,060 Accrued investment income 1,578,729 1,559,195 Due from ceding company 3,918,070 3,315,506 Deferred acquisition costs 16,816,180 14,931,467 Prepaid expenses 1,250 0 ___________ ___________ Total Assets $78,118,076 $66,012,284 ___________ ___________ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Unearned premiums $64,713,396 $57,468,269 Loss reserves 2,983,654 2,660,270 Accrued liabilities 224,252 118,102 ___________ ___________ Total liabilities 67,921,302 60,246,641 ___________ ___________ STOCKHOLDERS' EQUITY Share Capital Common Stock - no par value; Authorized - 2,000 shares; issued and outstanding - 2,000 shares 200,000 200,000 Participating Stock - no par value; Authorized - 100,000 shares; issued and outstand- ing - 23,400 shares as of June 30, 1995 and 22,200 shares as of December 31, 1994 1,755,000 1,665,000 ___________ ___________ 1,955,000 1,865,000 Retained Earnings 7,631,714 5,796,732 Unrealized appreciation (depreciation) on investments 610,060 (1,896,089) ___________ __________ Total Stockholders' Equity 10,196,774 5,765,643 ___________ ___________ Total Liabilities and Stockholders' Equity $78,118,076 $66,012,284 ___________ ___________ MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED STATEMENTS OF INCOME AND RETAINED EARNINGS FOR THE THREE MONTH PERIODS ENDED JUNE 30, 1995 AND JUNE 30, 1994 AND THE SIX MONTH PERIODS ENDED JUNE 30, 1995 AND JUNE 30, 1994 (UNAUDITED) (Expressed in U.S. Dollars) Three Month Periods Six Month Periods Ended June 30, Ended June 30, 1995 1994 1995 1994 __________ __________ __________ ___________ INCOME Reinsurance premiums assumed $10,763,438 $10,152,109 $20,406,164 $18,968,440 Increase in unearned premiums 3,914,790 5,030,453 7,245,127 9,274,878 __________ __________ __________ __________ Premiums earned 6,848,648 5,121,656 13,161,037 9,693,562 __________ __________ __________ __________ Investment income Interest earned 977,405 676,507 1,876,395 1,247,199 Realized gains (losses) on investments 1,121,995 (741,750) 592,286 (1,045,139) __________ __________ __________ __________ Investment income (loss) 2,099,400 (65,243) 2,468,681 202,060 __________ __________ __________ __________ TOTAL INCOME 8,948,048 5,056,413 15,629,718 9,895,622 __________ __________ __________ __________ EXPENSES Acquisition costs 1,780,169 1,331,276 3,420,943 2,519,485 Losses paid 4,230,423 3,297,976 8,502,072 6,299,826 Increase in loss reserves 227,225 256,845 323,384 444,054 Administrative expenses - Related Parties 50,263 47,709 119,780 101,154 - Other 126,789 97,625 239,943 183,303 __________ __________ __________ __________ TOTAL EXPENSES 6,414,869 5,031,431 12,606,122 9,547,822 __________ __________ __________ __________ NET INCOME 2,533,179 24,982 3,023,596 347,800 RETAINED EARNINGS, beginning of period 6,287,149 6,534,796 5,796,732 6,211,978 LESS: DIVIDENDS (1,188,614) (2,156,304) (1,188,614) (2,156,304) ADD: TRANSFERS FROM PARTICIPATING STOCK 0 22,500 0 22,500 ___________ __________ __________ __________ RETAINED EARNINGS, end of period $7,631,714 $4,425,974 $7,631,714 $4,425,974 __________ __________ __________ __________ MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED STATEMENTS OF CASH FLOWS FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1995 AND JUNE 30, 1994 (UNAUDITED) (Expressed in U.S. Dollars) Six month periods ended June 30, 1995 1994 ___________ ___________ Cash flows from operating activities: Reinsurance premiums assumed $19,495,823 $15,878,476 Losses and underwriting expenses paid (13,396,827) (10,024,288) Administrative expenses paid (361,447) (339,020) Investment income received 1,722,432 1,012,943 ___________ ___________ Net cash provided by operating activities 7,459,981 6,528,111 ___________ ___________ Cash flows from investing activities: Purchases of investment securities (85,402,614) (46,461,178) Sales of investment securities 80,426,463 41,294,093 ___________ ___________ Net cash invested (4,976,151) (5,167,085) ___________ ___________ Cash flows from financing activities: Proceeds from issuance of Participating stock 90,000 112,500 Dividends paid (1,188,614) (2,156,304) ___________ ___________ Net cash used in financing activities (1,098,614) (2,043,804) ___________ ___________ Increase (decrease) in cash and cash equivalents 1,385,216 (682,778) Cash and cash equivalents, beginning of period 3,303,060 6,788,771 ___________ ___________ Cash and cash equivalents, end of period $ 4,688,276 $ 6,105,993 ___________ ___________ Reconciliation of net income to net cash provided by operating activities: Net income 3,023,596 347,800 Realized losses (gains) on investments (592,286) 1,045,139 Foreign exchange losses on investments (137,929) 0 Change in: Accrued investment income (19,534) (234,253) Due from ceding company (602,564) (1,964,035) Deferred acquisition costs (1,884,713) (2,412,362) Prepaid expenses (1,250) (1,250) Unearned premiums 7,245,127 9,274,878 Loss reserves 323,384 444,054 Accrued liabilities 106,150 28,140 ___________ ___________ Net cash provided by operating activities $ 7,459,981 $ 6,528,111 ___________ ___________ Item 2. Management's Discussion And Analysis of Financial Condition And Results of Operations Liquidity. It is anticipated that the Company will continue to be able to generate sufficient funds from operations to meet current liquidity needs. Premiums generated by the Company's reinsurance business combined with investment earnings plus proceeds from the sale of Shares will continue to be the principal sources of funds for investment by the Company. Such funds will be available to meet the Company's liquidity requirements. No capital expenditures are expected during the next few years. The significant amounts of unearned premium on the balance sheet at each balance sheet date are attributable to the long-term nature of the contracts sold. The risk of loss to the Company under the contract arises primarily after the underlying manufacturer's warranty expires -- usually after 36 months or 36,000 miles, whichever occurs first. Since very little premium is recognized as earned until the expiration of the underlying warranty, most of the premium written in any period is recorded as unearned. Cash, cash equivalents and investments valued at market have increased from $46,206,116 at the beginning of the year to $55,803,847 at June 30, 1995. On April 6, 1995, the Board of Directors authorized the payment of dividends to eligible holders of Participating Shares aggregating $1,188,614. Capital Resources. As of June 30, 1995, the share capital of the Company was $1,955,000 (compared with $1,865,000 as of December 31, 1994) comprised of paid in capital with respect to the Common Stock of $200,000 and paid in capital with respect to Participating Shares of $1,755,000 (compared with $1,665,000 as of December 31, 1994). In addition, the Company had surplus from retained earnings in the amount of $7,631,714 compared with $5,796,732 as of December 31, 1994. Barbados law requires that the Company's net assets (excluding unrealized gains and losses) equal at least the aggregate of $1,000,000 and 10% of the amount by which the earned premium exceeded $5,000,000 in the previous fiscal year. At June 30, 1995, the Company's minimum required net assets computed in accordance with Barbados law was approximately $2,631,669, compared to total capital and retained earnings computed for purposes of Barbados law of $9,586,714. Results of Operations. During the quarter ended June 30, 1995, the Company had net income of $2,533,179, compared to $24,982 for the quarter ended June 30, 1994. For the six month period ended June 30, 1995, the Company had net income of $3,023,596 compared to $347,800 for the comparable period of 1994. These increases are the result of gains on the sale of investment securities during the quarter under review as discussed below and a modest improvement in underwriting results. For the quarter ended June 30, 1995, premiums earned increased $1,726,992 to $6,848,648, compared to $5,121,656 for the comparable period of 1994. Expenses (including losses) increased $1,383,438, from $5,031,431 in the second quarter of 1994 to $6,414,869 in the second quarter of 1995. As a result, net underwriting income increased from $90,225 in the second quarter of 1994 to $433,779 in the second quarter of 1995. The loss ratio in the second quarter of 1995 was 65.1%, compared to 69.4% in the second quarter of 1994. In the six month period ended June 30, 1995, the Company reported premiums earned of $13,161,037, an increase of $3,467,475 over the six month period ended June 30, 1994. Net underwriting income in the first six months of 1995 was $554,915, which represents an increase of $409,175 over the six month period ended June 30, 1994. The loss ratio for the six month period ended June 30, 1995 was 67.1%, compared to 69.6% for the six month period ended June 30, 1994. Investment income for the quarter ended June 30, 1995 was $2,099,400 compared to a net loss of $65,243 for the comparable period of 1994. Investment income for the six month period ended June 30, 1995 was $2,468,681 compared to $202,060 for the comparable period of 1994. Declines in long term interest rates during the quarter ended June 30, 1995 resulted in increases in the market value of the Company's investment portfolio. During the quarter, the Company realized gains on the sale of investment securities of $1,121,995, compared to losses of $741,750 on securities sales during the comparable period of 1994. For the six month period ended June 30, 1995, realized gains on the sale of investment securities were $592,286, compared to losses of $1,045,139 during the comparable period of 1994. As of June 30, 1995, the Company had net unrealized appreciation of $610,060 on its investments compared to unrealized depreciation of $1,896,089 as of December 31, 1994. For the quarter under review, the Company had interest income of $977,405 compared to $676,507 for the comparable period of 1994. For the six month period ended June 30, 1995, the Company had interest income of $1,876,395 compared to $1,247,199 during the comparable period of 1994. These increases were largely attributable to increases in the amount of assets under management. In the quarter ended June 30, 1995, the Company began investing in non-U.S. dollar-denominated debt securities. Forward foreign currency contracts were executed to hedge the Company's investment in such securities. At June 30, 1995, the Company had non-U.S. dollar-denominated investments with an aggregate market value of $13,051,000 based on June 30, 1995 exchange rates. Cumulative exchange losses under the hedging program at June 30, 1995, were approximately $138,000. PART II. OTHER INFORMATION Item 2. Changes in Securities At the annual meeting of shareholders of the Company held on April 6, 1995, the Company's Restated Articles of Incorporation were amended to provide that any deficits with respect to a Subsidiary Capital Account for a series of Participating Shares that are charged against the Subsidiary Capital Accounts for other series of Participating Shares will be restored if such Subsidiary Capital Account with prior deficits returns to a positive balance, provided that all deficits with respect to such Subsidiary Capital Account previously charged against Restricted Earned Surplus have been restored. (See Item 4.) Item 4. Submission of Matters to a Vote of Security-Holders On April 6, 1995, the holder of the Common Stock elected three directors, John D. Finnegan, William B. Noll and Bernard J. Buselmeier, and re-elected two directors, Louis S. Carrio, Jr., and Peter R.P. Evelyn. The holders of Participating Shares unanimously elected the sixth director, Henry Faulkner, III. In addition, the holder of the Common Shares elected Robert E. Capstack as alternate director for Mr. Carrio. The shareholders also voted unanimously to amend the Restated Articles of Incorporation of the Company as discussed in Item 2 of this Part II. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 3(i) Restated Articles of Incorporation filed by reference to Exhibit 4 to the Registration Statement on Form S-2, File No. 33-60105, dated June 9, 1995. 27 Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter for which this report is filed. SIGNATURES 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. MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED (Registrant) By: s/Ronald W. Jones __________________________ Ronald W. Jones Vice President Signing on behalf of the Registrant, and Principal Financial Officer Dated: August 1, 1995 EX-27 2 FINANCIAL DATA SCHEDULE
7 This schedule contains summary financial information extracted from the unaudited financial statements contained in the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1995 and is qualified in its entirety by references to such financial statements. 6-MOS DEC-31-1995 JAN-01-1995 JUN-30-1995 51,115,571 0 0 0 0 0 51,115,571 4,688,276 0 16,816,180 78,118,076 2,983,654 64,713,396 0 0 0 200,000 0 0 9,996,774 78,118,076 13,161,037 1,876,395 592,286 0 8,825,456 3,420,943 359,723 3,023,596 0 3,023,596 0 0 0 3,023,596 0 0 0 0 0 0 0 0 0 Information as to earnings per share is not provided inasmuch as the results for each series of stock will vary with the underwriting experience attributable to each Subsidiary Capital Account established with respect to that series.