SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For Quarter Ended September 30, 2002
Commission File Number 0-11773
ALFA CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware (State of Other Jurisdiction of Incorporation or Organization) |
063-0838024 (IRS Employer Identification No.) |
2108 East South Boulevard, Montgomery, Alabama 36116
(Mail: P. O Box 11000, Montgomery, Alabama 36191-0001)
(Address and Zip Code of Principal Executive Offices)
| Registrants Telephone Number Including Area Code |
(334) 288-3900 |
None
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 (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 o
Indicate the number of shares outstanding of each of the issuers classes of Common Stock, as of the close of the period covered by this report.
| Class
Common Stock, $1.00 par value |
Outstanding September 30, 2002 78,990,673 shares |
ALFA CORPORATION
| Page No. | |||||||
| Part I. | Financial Information (Consolidated Unaudited) | ||||||
| Item 1. | Financial Statements | ||||||
| Balance Sheets September 30, 2002 and December 31, 2001 | 3 | ||||||
| Statements of Income, Nine Months and Three Months ended September 30, 2002 and 2001 | 4 | ||||||
| Statements of Comprehensive Income, Nine Months and Three Months ended September 30, 2002 and 2001 | 5 | ||||||
| Statements of Cash Flows, Nine Months ended September 30, 2002 and 2001 | 6 | ||||||
| Notes to Financial Statements | 7 | ||||||
| Independent Auditors Review Report | 14 | ||||||
| Item 2. | |||||||
| Managements Discussion and Analysis of Financial Condition and Results of Operations | 15 | ||||||
| Item 3. | |||||||
| Market Risk Disclosures | 27 | ||||||
| Item 4. | |||||||
| Controls and Procedures | 28 | ||||||
| Part II. | Other Information | ||||||
| Item 1. | |||||||
| Legal Proceedings | 29 | ||||||
| Item 6. | |||||||
| Exhibits and Reports on Form 8-K | 30 | ||||||
ALFA CORPORATION
CONSOLIDATED BALANCE SHEETS
| September 30, 2002 |
December 31, 2001 |
||||||
| (Unaudited) | |||||||
| Assets | |||||||
| Investments: | |||||||
| Fixed Maturities Held for Investment, at amortized cost (fair value $361,962 in 2002 and $477,422 in 2001) |
$ | 331,694 | $ | 441,740 | |||
| Fixed Maturities Available for Sale, at fair value (amortized cost $1,005,480,096 in 2002 and $932,488,619 in 2001) |
1,080,954,960 | 960,415,249 | |||||
| Equity Securities, at fair value (cost $54,400,227 in 2002 and $46,889,245 in 2001) |
52,224,680 | 74,664,030 | |||||
| Mortgage Loans on Real Estate | 47,337 | 109,556 | |||||
| Investment Real Estate (net of accumulated depreciation of $1,554,023 in 2002 and $1,444,946 in 2001) |
2,636,134 | 2,712,165 | |||||
| Policy Loans | 52,321,306 | 49,945,528 | |||||
| Collateral Loans | 104,111,124 | 88,561,085 | |||||
| Other Long-term Investments | 203,972,726 | 164,056,234 | |||||
| Short-term Investments | 154,913,856 | 150,255,275 | |||||
| Total Investments | 1,651,513,817 | 1,491,160,862 | |||||
| Cash | 12,370,151 | 10,224,827 | |||||
| Accrued Investment Income | 16,947,877 | 14,140,097 | |||||
| Accounts Receivable | 19,232,106 | 19,843,577 | |||||
| Reinsurance Balances Receivable | 2,206,508 | 3,166,591 | |||||
| Due from Affiliates | 1,829,677 | 2,670,993 | |||||
| Deferred Policy Acquisition Costs | 155,284,737 | 149,820,302 | |||||
| Other Assets | 12,615,006 | 6,577,215 | |||||
| Total Assets | $ | 1,871,999,879 | $ | 1,697,604,464 | |||
| Liabilities | |||||||
| Policy Liabilities and Accruals - Property and Casualty Insurance | $ | 150,853,230 | $ | 140,174,162 | |||
| Policy Liabilities and Accruals - Life Insurance | 610,128,346 | 558,043,631 | |||||
| Unearned Premiums | 157,073,229 | 138,384,495 | |||||
| Dividends to Policyholders | 10,360,739 | 10,195,930 | |||||
| Premium Deposit and Retirement Deposit Funds | 6,471,267 | 5,472,522 | |||||
| Deferred Income Taxes | 43,260,317 | 41,312,681 | |||||
| Other Liabilities | 74,129,124 | 76,295,259 | |||||
| Due to Affiliates | 15,861,072 | 16,146,574 | |||||
| Commercial Paper | 133,512,317 | 165,415,905 | |||||
| Notes Payable | 70,000,000 | | |||||
| Notes Payable to Affiliates | 48,587,658 | 37,051,467 | |||||
| Total Liabilities | 1,320,237,299 | 1,188,492,626 | |||||
| Commitments and Contingencies | |||||||
| Stockholders Equity | |||||||
| Preferred Stock, $1 par value Shares authorized: 1,000,000 Issued: None | |||||||
| Common Stock, $1 par value Shares authorized: 110,000,000 Issued: 83,783,024 Outstanding: 2002 - 78,990,673; 2001 - 78,359,356 |
83,783,024 | 41,891,512 | |||||
| Capital in Excess of Par Value | 2,780,791 | 26,436,168 | |||||
| Accumulated Other Comprehensive Income | 35,812,443 | 33,996,936 | |||||
| Retained Earnings | 470,263,022 | 446,032,558 | |||||
| Treasury Stock: at cost (2002 - 4,792,351 shares; 2001 - 5,423,668 shares) | (40,876,700 | ) | (39,245,336 | ) | |||
| Total Stockholders Equity | 551,762,580 | 509,111,838 | |||||
| Total Liabilities and Stockholders Equity | $ | 1,871,999,879 | $ | 1,697,604,464 | |||
The accompanying notes are an integral part of these consolidated financial statements.
ALFA CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Nine Months Ended September 30, |
Three Months Ended September 30, |
||||||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||||||
| Revenues | |||||||||||||
| Premiums - Property and Casualty Insurance |
$ | 317,859,583 | $ | 295,360,960 | $ | 108,447,938 | $ | 100,133,110 | |||||
| Premiums and Policy Charges - Life Insurance |
46,868,792 | 42,658,144 | 15,205,966 | 14,005,207 | |||||||||
| Net Investment Income | 65,951,535 | 62,212,315 | 21,955,649 | 22,635,959 | |||||||||
| Realized Investment Gains (Losses) | 3,672,351 | 3,073,113 | 2,462,802 | 1,921,978 | |||||||||
| Other Income | 2,056,014 | 2,080,488 | 920,621 | 632,348 | |||||||||
| Total Revenues | 436,408,275 | 405,385,020 | 148,992,976 | 139,328,602 | |||||||||
| Benefits and Expenses | |||||||||||||
| Benefits & Settlement Expenses | 260,922,196 | 235,367,411 | 90,721,888 | 80,523,430 | |||||||||
| Dividends to Policyholders | 2,749,402 | 2,780,276 | 863,617 | 876,026 | |||||||||
| Amortization of Deferred Policy | |||||||||||||
| Acquisition Costs | 59,042,848 | 55,459,983 | 20,469,422 | 18,746,640 | |||||||||
| Other Operating Expenses | 42,966,476 | 41,466,549 | 13,008,872 | 13,705,379 | |||||||||
| Total Expenses | 365,680,922 | 335,074,219 | 125,063,799 | 113,851,475 | |||||||||
| Income Before Provision for Income Taxes | 70,727,353 | 70,310,801 | 23,929,177 | 25,477,127 | |||||||||
| Provision for Income Taxes | 19,277,753 | 19,706,801 | 6,479,063 | 6,879,644 | |||||||||
| Net Income Before Cumulative Effect of Change in Accounting Principle, Net of Tax Benefit |
51,449,600 | 50,604,000 | 17,450,114 | 18,597,483 | |||||||||
| Cumulative Effect of Change in Accounting Principle, Net of Income Tax Benefit of $140,394 in 2001 |
0 | (260,731 | ) | 0 | (1,950 | ) | |||||||
| Net Income | $ | 51,449,600 | $ | 50,343,269 | $ | 17,450,114 | $ | 18,595,533 | |||||
| Operating Income | $ | 49,062,573 | $ | 48,606,477 | $ | 15,849,293 | $ | 17,348,198 | |||||
| . | |||||||||||||
| Earnings Per Share: | |||||||||||||
| Operating Income | |||||||||||||
| - Basic | $ | 0.62 | $ | 0.62 | $ | 0.20 | $ | 0.22 | |||||
| - Diluted | $ | 0.62 | $ | 0.62 | $ | 0.20 | $ | 0.22 | |||||
| Net Income Before Cumulative Effect of Change in Accounting Principle, Net of Tax Benefit |
|||||||||||||
| - Basic | $ | 0.65 | $ | 0.64 | $ | 0.22 | $ | 0.24 | |||||
| - Diluted | $ | 0.65 | $ | 0.64 | $ | 0.22 | $ | 0.24 | |||||
| Cumulative Effect of Change in Accounting Principle, Net of Tax Benefit |
|||||||||||||
| - Basic | $ | 0.00 | $ | 0.00 | $ | 0.00 | ($0.00 | ) | |||||
| - Diluted | $ | 0.00 | $ | 0.00 | $ | 0.00 | ($0.00 | ) | |||||
| Net Income | |||||||||||||
| - Basic | $ | 0.65 | $ | 0.64 | $ | 0.22 | $ | 0.24 | |||||
| - Diluted | $ | 0.65 | $ | 0.64 | $ | 0.22 | $ | 0.24 | |||||
| Average Shares Outstanding | |||||||||||||
| - Basic | 78,697,826 | 78,315,714 | 78,875,959 | 78,306,490 | |||||||||
| - Diluted | 79,473,390 | 78,948,270 | 79,567,532 | 79,038,146 | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
ALFA CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| Nine Months Ended September 30, |
Three Months Ended September 30, |
||||||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||||||
| Net Income | $ | 51,449,600 | $ | 50,343,269 | $ | 17,450,114 | $ | 18,595,533 | |||||
| Other Comprehensive (Loss) Income, net of tax: |
|||||||||||||
| Change in Fair Value of Securities Available for Sale |
9,374,843 | 531,877 | 11,277,281 | 2,086,810 | |||||||||
| Unrealized (Losses) on Interest Rate Swap Contracts |
(5,172,308 | ) | | (4,154,278 | ) | | |||||||
| Less: Reclassification Adjustment for Realized Investment Gains (Losses) |
2,387,028 | 1,997,523 | 1,600,821 | 1,249,285 | |||||||||
| Total Other Comprehensive (Loss) Income |
1,815,507 | (1,465,646 | ) | 5,522,182 | 837,525 | ||||||||
| Total Comprehensive Income | $ | 53,265,107 | $ | 48,877,623 | $ | 22,972,296 | $ | 19,433,058 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
ALFA CORPORATION
CONSOLIDATEDSTATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended September 30, | |||||||
| 2002 | 2001 | ||||||
| Cash Flows From Operating Activities: | |||||||
| Net Income | $ | 51,449,600 | $ | 50,343,269 | |||
| Adjustments to Reconcile Net Income to Net Cash | |||||||
| Provided by Operating Activities: | |||||||
| Policy Acquisition Costs Deferred | (71,867,563 | ) | (64,172,774 | ) | |||
| Amortization of Deferred Policy Acquisition Costs | 59,042,848 | 55,459,983 | |||||
| Depreciation and Amortization | (743,904 | ) | (207,654 | ) | |||
| Provision for Deferred Taxes | 1,891,818 | 1,920,753 | |||||
| Interest Credited on Policyholders' Funds | 19,047,168 | 16,986,343 | |||||
| Net Realized Investment Gains | (3,672,351 | ) | (3,073,113 | ) | |||
| Other | (7,887,951 | ) | 103,245 | ||||
| Changes in Operating Assets and Liabilities: | |||||||
| Accrued Investment Income | (2,807,780 | ) | (794,116 | ) | |||
| Accounts Receivable | 611,471 | (5,032,673 | ) | ||||
| Reinsurance Balances Receivable | 960,083 | (847,954 | ) | ||||
| Due from Affiliates | 555,814 | 1,188,516 | |||||
| Other Assets | (6,037,791 | ) | 80,080 | ||||
| Liability for Policy Reserves | 22,955,993 | 2,303,000 | |||||
| Liability for Unearned Premiums | 18,688,734 | 17,622,635 | |||||
| Amounts Held for Others | 1,163,554 | (2,584 | ) | ||||
| Other Liabilities | 3,516,607 | 11,663,249 | |||||
| Net Cash Provided by Operating Activities | 86,866,350 | 83,540,205 | |||||
| Cash Flows from Investing Activities: | |||||||
| Maturities and Redemptions of Fixed Maturities Held for Investment | 99,381 | 193,775 | |||||
| Maturities and Redemptions of Fixed Maturities Available for Sale | 98,502,448 | 70,941,418 | |||||
| Maturities and Redemptions of Other Investments | 643,928 | 39,893,677 | |||||
| Sales of Fixed Maturities Available for Sale | 101,660,131 | 25,596,235 | |||||
| Sales of Equity Securities | 42,432,648 | 50,521,768 | |||||
| Sales of Other Investments | 3,837,673 | 830,490 | |||||
| Purchases of Fixed Maturities Available for Sale | (271,968,471 | ) | (131,609,922 | ) | |||
| Purchases of Equity Securities | (45,628,091 | ) | (51,822,985 | ) | |||
| Purchases of Other Investments | (49,208,874 | ) | (74,945,027 | ) | |||
| Net Change in Collateral Loans | (15,550,039 | ) | (10,160,971 | ) | |||
| Net Change in Short-term Investments | (4,658,581 | ) | (26,719,827 | ) | |||
| Net Change in Receivable/Payable on Securities | (4,182,692 | ) | (10,142,650 | ) | |||
| Net Cash Used in Investing Activities | (144,020,539 | ) | (117,424,019 | ) | |||
| Cash Flows From Financing Activities: | |||||||
| (Decrease) Increase in Commercial Paper | (31,903,588 | ) | 24,792,378 | ||||
| Increase (Decrease) in Notes Payable | 70,000,000 | (103,806 | ) | ||||
| Increase in Notes Payable to Affiliates | 11,536,191 | 7,634,223 | |||||
| Stockholder Dividends Paid | (17,408,810 | ) | (16,487,023 | ) | |||
| Purchases of Treasury Stock | (3,331,785 | ) | (3,575,199 | ) | |||
| Proceeds from Exercise of Stock Options | 8,970,080 | 2,153,707 | |||||
| Deposits of Policyholders' Funds | 57,144,223 | 54,579,566 | |||||
| Withdrawal of Policyholders' Funds | (35,706,798 | ) | (35,197,508 | ) | |||
| Net Cash Provided by Financing Activities | 59,299,513 | 33,796,338 | |||||
| Net Change in Cash | 2,145,324 | (87,476 | ) | ||||
| Cash - Beginning of Period | 10,224,827 | 4,475,672 | |||||
| Cash - End of Period | $ | 12,370,151 | $ | 4,388,196 | |||
| Supplemental Disclosures of Cash Flow Information: | |||||||
| Cash Paid During the Period for: | |||||||
| Interest | $ | 3,754,984 | $ | 6,442,252 | |||
| Income Taxes | $ | 11,778,516 | $ | 10,681,000 | |||
The accompanying notes are an integral part of these consolidated financial statements.
ALFA CORPORATION
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
September 30, 2002
1. Significant Accounting Policies
In the opinion of the Company, the accompanying consolidated unaudited financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly its financial position, results of operations and cash flows. The accompanying financial statements have been prepared on the basis of accounting principles generally accepted in the United States of America. A summary of the more significant accounting policies related to the Companys business is set forth in the notes to its audited consolidated financial statements for the fiscal year ended December 31, 2001. The results of operations for the nine-month and three-month periods ended September 30, 2002 are not necessarily indicative of the results to be expected for the full year. For purposes of this report, the Company has defined operating income as income excluding net realized investment gains, net of related tax effects. Certain reclassifications have been made to conform previous classifications to September 30, 2002 classifications and descriptions.
2. Pooling Agreement
Effective August 1, 1987, the Company entered into a property and casualty insurance Pooling Agreement (the Pooling Agreement) with Alfa Mutual Insurance Company (Mutual), and other members of the Mutual Group (See Note 3). On January 1, 2001, Alfa Specialty Insurance Corporation (Specialty), a subsidiary of Mutual, also became a participant in the Pooling Agreement. The Mutual Group is a direct writer primarily of personal lines of property and casualty insurance in Alabama. The Companys subsidiaries similarly are direct writers in Georgia and Mississippi. Both the Mutual Group and the Company write preferred risk automobile, homeowner, farmowner and mobile home insurance, fire and allied lines, standard risk automobile and homeowner insurance, and a limited amount of commercial insurance, including church and businessowner insurance. Specialty is a direct writer primarily of nonstandard risk automobile insurance. Under the terms of the Pooling Agreement, the Company cedes to Mutual all of its property and casualty business. Substantially all of the Mutual Groups direct property and casualty business (together with the property and casualty business ceded by the Company) is included in the pool. Mutual currently retrocedes 65% of the pool to the Company and retains 35% within the Mutual Group. Effective January 1, 2001, Specialtys property and casualty business likewise became included in the pool. On October 1, 1996, the Pooling Agreement was amended in conjunction with the restructuring of the Alfa Insurance Groups catastrophe protection program. Effective November 1, 1996, the allocation of catastrophe costs among the members of the pool was changed to better reflect the economics of catastrophe finance. The amendment limited Alfa Corporations participation in any single catastrophic event or series of storms to its pool share (65%) of a lower catastrophe pool limit unless the loss exceeded an upper catastrophe pool limit. In cases where the upper catastrophe limit is exceeded on a
(Note 2. Continued)
100% basis, the Companys share in the loss would be based upon its amount of surplus relative to other members of the group. Lower and upper catastrophe pool limits are adjusted periodically due to increases in insured property risks. The limits and participation levels since inception of the program are summarized below:
| Lower Catastrophe Pool Limit (millions) |
Upper Catastrophe Pool Limit (millions) |
Coinsurance Allocation of Catastrophes Exceeding Upper Catastrophe Pool Limit |
||||||||
| November 1, 1996 | $ | 10.0 | $ | 249.0 | 13 | % | ||||
| July 1, 1999 | 11.0 | 284.0 | 13 | % | ||||||
| January 1, 2001 | 11.4 | 284.0 | 14 | % | ||||||
| January 1, 2002 | 11.6 | 289.0 | 16 | % | ||||||
The Companys participation in the Pooling Agreement may be changed or terminated without the consent or approval of the Companys shareholders. The Pooling Agreement may be terminated by any party thereto upon 90 days notice.
The following table sets forth the premiums and losses ceded to and assumed from the pool for the nine-month and three-month periods ended September 30, 2002 and 2001:
| Nine Months Ended September 30, |
Three Months Ended September 30, |
||||||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||||||
| (in thousands) | |||||||||||||
| Premiums ceded to pool | $ | 58,479 | $ | 54,545 | $ | 20,131 | $ | 19,932 | |||||
| Premiums assumed from pool | $ | 319,226 | $ | 296,510 | $ | 108,959 | $ | 100,518 | |||||
| Losses ceded to pool | $ | 43,926 | $ | 42,003 | $ | 15,539 | $ | 14,221 | |||||
| Losses assumed from pool | $ | 203,417 | $ | 184,258 | $ | 71,784 | $ | 62,253 | |||||
The Company incurred $1.8 million in storm losses in the third quarter of 2002 resulting in a reduction in the Companys net income of approximately $0.01 per diluted share, after reinsurance and taxes. Through the first nine months of 2002, storm losses of $7.0 million have been incurred, negatively impacting earnings by approximately $0.06 per diluted share. The Company also incurred $7.4 million in storm losses in the first quarter of 2001 which reduced the Companys net income by approximately $0.06 per diluted share, after reinsurance and taxes. No catastrophe losses were incurred in the second or third quarters of 2001.
3. Contingent Liabilities
The property and casualty subsidiaries have entered into the reinsurance pooling agreement with Alfa Mutual Insurance Company and its affiliates as discussed in Note 2. Should any member of the affiliated group be unable to meet its obligation on a claim for a policy written by the Companys property and casualty subsidiaries, the obligation to pay the claim would remain with the Companys subsidiaries.
The liability for estimated unpaid property and casualty losses and loss adjustment expenses is based upon an evaluation of reported losses and on estimates of incurred but not reported losses. Adjustments to the liability based upon subsequent developments are included in current operations.
(Note 3. Continued)
Certain legal proceedings are in process at September 30, 2002. Costs for these and similar legal proceedings, including accruals for outstanding cases, totaled $3.4 million in the first nine months of 2002, $930,000 in 2001, and $3.0 million in 2000. These proceedings involve alleged breaches of contract, torts, including bad faith and fraud claims, and miscellaneous other causes of action. These lawsuits involve claims for mental anguish and punitive damages. Approximately 17 legal proceedings against Alfa Life Insurance Corporation (Life) were in process at September 30, 2002. Of the 17 proceedings, eight were filed in 2002, two were filed in 2001, one was filed in 2000, four were filed in 1999, one was filed in 1997, and one was filed in 1996.