FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2003
Commission file number 0-24000
| ERIE INDEMNITY COMPANY |
| (Exact name of registrant as specified in its charter) |
| PENNSYLVANIA | 25-0466020 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 100 Erie Insurance Place, Erie, Pennsylvania | 16530 | |
| (Address of principal executive offices) | (Zip Code) |
| (814) 870-2000 |
| Registrants telephone number, including area code |
| Not applicable |
| 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 periods 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 issuers classes of common stock, as of the latest practical date. |
| Class A Common Stock, no par value, with a stated value of $.0292 per share 64,061,106 shares as of April 17, 2003. |
| Class B Common Stock, no par value, with a stated value of $70 per share 2,890 shares as of April 17, 2003. |
| The common stock is the only class of stock the Registrant is presently authorized to issue. |
INDEX
ERIE INDEMNITY COMPANY
PART I. FINANCIAL INFORMATION |
3 | ||||
Item 1. Financial Statements (Unaudited) |
3 | ||||
Consolidated Statements of Financial
PositionMarch 31, 2003 and December 31, 2002 |
3 | ||||
Consolidated Statements of OperationsThree
months ended March 31, 2003 and 2002 |
5 | ||||
Consolidated Statements of Comprehensive
IncomeThree months ended March 31, 2003 and 2002 |
6 | ||||
Consolidated Statements of Cash FlowsThree
months ended March 31, 2003 and 2002 |
7 | ||||
Notes to Consolidated Financial StatementsMarch
31, 2003 |
8 | ||||
Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations |
19 | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
35 | ||||
Item 4. Controls and Procedures |
35 | ||||
PART II. OTHER INFORMATION |
36 | ||||
Item 1. Legal Proceedings |
36 | ||||
Item 6. Exhibits and Reports on Form 8-K |
37 | ||||
Item 11. Statement Regarding Computation of Per Share Earnings |
38 | ||||
SIGNATURES |
39 | ||||
OFFICER CERTIFICATIONS |
40 | ||||
2
PART I. FINANCIAL INFORMATION
ERIE INDEMNITY COMPANY
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| (Dollars in thousands) | |||||||||
| March 31, | December 31, | ||||||||
| ASSETS | 2003 | 2002 | |||||||
| (Unaudited) | |||||||||
INVESTMENTS |
|||||||||
Fixed maturities at fair value
(amortized cost of $686,806 and
$675,876, respectively) |
$ | 725,736 | $ | 708,068 | |||||
Equity securities at fair value (cost of $170,294
and $175,593, respectively) |
191,954 | 194,078 | |||||||
Limited partnerships (cost of $97,215 and
$94,194, respectively) |
95,802 | 91,046 | |||||||
Real estate mortgage loans |
5,280 | 5,567 | |||||||
Total investments |
$ | 1,018,772 | $ | 998,759 | |||||
Cash and cash equivalents |
98,853 | 85,712 | |||||||
Accrued investment income |
12,267 | 10,892 | |||||||
Premiums receivable from Policyholders |
247,802 | 239,704 | |||||||
Prepaid federal income tax |
0 | 12,000 | |||||||
Reinsurance recoverable from Erie Insurance
Exchange on unpaid losses |
607,584 | 577,917 | |||||||
Ceded unearned premiums to Erie Insurance
Exchange |
74,504 | 71,091 | |||||||
Note receivable from Erie Family Life
Insurance Company |
15,000 | 15,000 | |||||||
Other receivables from Erie Insurance
Exchange and affiliates |
214,151 | 180,041 | |||||||
Reinsurance recoverable non-affiliates |
238 | 232 | |||||||
Deferred policy acquisition costs |
22,459 | 21,713 | |||||||
Property and equipment |
13,875 | 14,378 | |||||||
Equity in Erie Family Life Insurance Company |
51,468 | 48,545 | |||||||
Prepaid pension |
54,718 | 40,352 | |||||||
Other assets |
53,348 | 41,340 | |||||||
Total assets |
$ | 2,485,039 | $ | 2,357,676 | |||||
| (Continued) | |||||||||
See Notes to Consolidated Financial Statements.
3
ERIE INDEMNITY COMPANY
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| (Dollars in thousands) | |||||||||||
| March 31, | December 31, | ||||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | 2003 | 2002 | |||||||||
| (Unaudited) | |||||||||||
LIABILITIES |
|||||||||||
Unpaid losses and loss adjustment expenses |
$ | 750,569 | $ | 717,015 | |||||||
Unearned premiums |
408,161 | 393,091 | |||||||||
Commissions payable and accrued |
132,171 | 135,311 | |||||||||
Securities lending collateral |
58,285 | 43,916 | |||||||||
Accounts payable and accrued expenses |
47,999 | 39,139 | |||||||||
Federal income taxes payable |
10,778 | 0 | |||||||||
Deferred income taxes |
16,445 | 12,618 | |||||||||
Dividends payable |
12,254 | 12,250 | |||||||||
Employee benefit obligations |
17,604 | 16,964 | |||||||||
Total liabilities |
$ | 1,454,266 | $ | 1,370,304 | |||||||
SHAREHOLDERS EQUITY |
|||||||||||
Capital Stock |
|||||||||||
Class A common, stated value $.0292 per
share; authorized 74,996,930 shares; 67,464,000
and 67,440,000 shares issued, respectively;
64,061,106 and 64,037,106 shares outstanding,
respectively |
$ | 1,968 | $ | 1,967 | |||||||
Class B common, convertible at a rate of 2,400
Class A shares for one Class B share, stated
value $70 per share; 2,890 and 2,900 shares
authorized, issued and outstanding, respectively |
202 | 203 | |||||||||
Additional paid-in capital |
7,830 | 7,830 | |||||||||
Accumulated other comprehensive income |
48,441 | 38,685 | |||||||||
Retained earnings |
1,074,192 | 1,040,547 | |||||||||
Total contributed capital and retained earnings |
$ | 1,132,633 | $ | 1,089,232 | |||||||
Treasury stock, at cost 3,402,894 shares
in 2003 and 2002 |
(101,860 | ) | (101,860 | ) | |||||||
Total shareholders equity |
$ | 1,030,773 | $ | 987,372 | |||||||
Total liabilities and shareholders equity |
$ | 2,485,039 | $ | 2,357,676 | |||||||
See Notes to Consolidated Financial Statements.
4
ERIE INDEMNITY COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
| Three Months Ended | Three Months Ended | ||||||||||
| March 31, 2003 | March 31, 2002 | ||||||||||
| (Amounts in thousands, except per share data) | |||||||||||
OPERATING REVENUE: |
|||||||||||
Management fee revenue |
$ | 207,246 | $ | 178,252 | |||||||
Premiums earned |
45,182 | 37,219 | |||||||||
Service agreement revenue |
6,484 | 7,342 | |||||||||
Total operating revenue |
$ | 258,912 | $ | 222,813 | |||||||
OPERATING EXPENSES: |
|||||||||||
Cost of management operations |
$ | 154,373 | $ | 128,791 | |||||||
Losses and loss adjustment expenses incurred |
37,500 | 29,336 | |||||||||
Policy acquisition and other underwriting
expenses |
13,352 | 11,498 | |||||||||
Total operating expenses |
$ | 205,225 | $ | 169,625 | |||||||
OTHER INCOME and EXPENSES: |
|||||||||||
Net investment income |
$ | 14,319 | $ | 12,704 | |||||||
Net realized gains on investments |
593 | 1,220 | |||||||||
Equity in losses of limited
partnerships |
(1,326 | ) | (1,914 | ) | |||||||
Total other income and expenses |
$ | 13,586 | $ | 12,010 | |||||||
Income before income taxes and equity in earnings
of Erie Family Life Insurance Company |
$ | 67,273 | $ | 65,198 | |||||||
Less: Provision for income taxes |
22,460 | 21,711 | |||||||||
Equity in earnings of Erie Family Life
Insurance Company, net of tax |
1,087 | 715 | |||||||||
Net income |
$ | 45,900 | $ | 44,202 | |||||||
Net income per share (basic and diluted) |
$ | 0.65 | $ | 0.62 | |||||||
Weighted average shares outstanding |
70,997 | 71,184 | |||||||||
Dividends declared per share: |
|||||||||||
Class A |
$ | 0.19 | $ | 0.17 | |||||||
Class B |
28.50 | 25.50 | |||||||||
See Notes to Consolidated Financial Statements.
5
ERIE INDEMNITY COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
| Three Months Ended | Three Months Ended | |||||||||||
| March 31, 2003 | March 31, 2002 | |||||||||||
| (Dollars in thousands) | ||||||||||||
Net income |
$ | 45,900 | $ | 44,202 | ||||||||
Unrealized gains (losses) on securities: |
||||||||||||
Unrealized holding gains (losses)
arising during period |
15,601 | (13,592 | ) | |||||||||
Less: Gains included in net income |
(593 | ) | (1,220 | ) | ||||||||
Net unrealized holding gains (losses)
arising during period |
15,008 | (14,812 | ) | |||||||||
Income tax (expense) benefit related to
unrealized gains (losses) |
(5,253 | ) | 5,184 | |||||||||
Net appreciation (depreciation) of investments |
9,755 | (9,628 | ) | |||||||||
Minimum pension liability adjustment |
0 | 4,315 | ||||||||||
Less: Tax asset related to pension
liability adjustment |
(0 | ) | (1,510 | ) | ||||||||
Net pension liability adjustment |
0 | 2,805 | ||||||||||
Other comprehensive income (loss), net of tax |
9,755 | (6,823 | ) | |||||||||
Comprehensive income |
$ | 55,655 | $ | 37,379 | ||||||||
See Notes to Consolidated Financial Statements.
6
ERIE INDEMNITY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Three Months Ended | Three Months Ended | ||||||||||
| March 31, 2003 | March 31, 2002 | ||||||||||
| (Amounts in thousands) | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
|||||||||||
Management fee received |
$ | 175,565 | $ | 138,311 | |||||||
Service agreement fee received |
6,484 | 7,342 | |||||||||
Premiums collected |
46,312 | 38,153 | |||||||||
Net investment income received |
13,871 | 11,135 | |||||||||
Dividends received from Erie Family Life |
429 | 429 | |||||||||
Salaries and wages paid |
(39,376 | ) | (49,126 | ) | |||||||
Commissions paid to Agents |
(114,060 | ) | (89,801 | ) | |||||||
General operating expenses paid |
(20,075 | ) | (13,080 | ) | |||||||
Losses and loss adjustment expenses paid |
(33,618 | ) | (27,040 | ) | |||||||
Underwriting and acquisition costs paid |
(15,099 | ) | (13,786 | ) | |||||||
Income taxes (paid) recovered |
(15 | ) | 10,553 | ||||||||
Net cash provided by operating activities |
$ | 20,418 | $ | 13,090 | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
|||||||||||
Purchase of investments: |
|||||||||||
Fixed maturities |
$ | (101,243 | ) | $ | (71,252 | ) | |||||
Equity securities |
(10,571 | ) | (14,880 | ) | |||||||
Mortgage loans |
(1,500 | ) | 0 | ||||||||
Limited partnership investments |
(8,274 | ) | (9,507 | ) | |||||||
Sales/maturities of investments: |
|||||||||||
Fixed maturity sales |
62,955 | 11,972 | |||||||||
Fixed maturity calls/maturities |
30,513 | 21,584 | |||||||||
Equity securities |
13,106 | 5,705 | |||||||||
Mortgage loans |
1,786 | 33 | |||||||||
Limited partnership sales or distributions |
3,928 | 4,737 | |||||||||
Increase (decrease) in collateral from securities lending |
14,369 | (3,424 | ) | ||||||||
Sale of property and equipment |
53 | 0 | |||||||||
Purchase of property and equipment |
0 | (946 | ) | ||||||||
Purchase of computer software |
(273 | ) | (212 | ) | |||||||
Loans to agents |
(814 | ) | (838 | ) | |||||||
Collections on agent loans |
938 | 597 | |||||||||
Net cash provided by (used in) investing activities |
$ | 4,973 | $ | (56,431 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
|||||||||||
Dividends paid to shareholders |
$ | (12,250 | ) | $ | (10,930 | ) | |||||
Purchase of treasury stock |
0 | (866 | ) | ||||||||
Net cash used in financing activities |
$ | (12,250 | ) | $ | (11,796 | ) | |||||
Net increase (decrease) in cash and cash equivalents |
13,141 | (55,137 | ) | ||||||||
Cash and cash equivalents at beginning of period |
85,712 | 137,017 | |||||||||
Cash and cash equivalents at end of period |
$ | 98,853 | $ | 81,880 | |||||||
See Notes to Consolidated Financial Statements.
7
ERIE INDEMNITY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
All dollar amounts are in thousands except per share data
NOTE A BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements, which include the accounts of Erie Indemnity Company and its wholly owned property and casualty insurance subsidiaries, Erie Insurance Company (EIC), Erie Insurance Company of New York (EINY) and Erie Insurance Property & Casualty 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 generally accepted accounting principles (GAAP) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys Form 10-K for the year ended December 31, 2002 as filed with the Securities and Exchange Commission on March 27, 2003.
NOTE B RECENT ACCOUNTING PRONOUNCEMENTS
In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities. This Interpretation provides guidance on the identification of entities for which control is achieved through means other than through voting rights, variable interest entities, and how to determine when and which business enterprises should consolidate variable interest entities. This interpretation applies immediately to variable interest entities created after January 31, 2003. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. Management is in the process of evaluating the impact of this Interpretation on the financial statements.
NOTE C RECLASSIFICATIONS
Certain amounts previously reported in the 2002 financial statements have been reclassified to conform to the current periods presentation. Such reclassifications did not impact earnings.
NOTE D EARNINGS PER SHARE
Earnings per share is based on the weighted average number of Class A shares outstanding (64,061,106 and 63,815,772 at March 31, 2003 and 2002, respectively), giving effect to the conversion of the weighted average number of Class B shares outstanding (2,890 in 2003 and 3,070 in 2002) at a rate of 2,400 Class A shares for one Class B share. In January 2003, 10 shares of Class B voting stock were converted to 24,000 non voting shares of Class A common stock. Weighted average equivalent shares outstanding totaled 70,997,106 for the quarter ended March 31, 2003 and 71,183,772 for the same period one year ago.
8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE E INVESTMENTS
Marketable equity securities consist primarily of common and non redeemable preferred stocks while fixed maturities consist of bonds, notes and redeemable preferred stock. Management considers all fixed maturities and marketable equity securities available-for-sale. Management determines the appropriate classification of fixed maturities at the time of purchase and reevaluates such designation as of each statement of financial position date. Available-for-sale securities are stated at fair value, with the unrealized gains and losses, net of deferred tax, reported as a separate component of accumulated other comprehensive income in shareholders equity. When a decline in the value of an investment is considered to be other-than-temporary by management, the investment is written down to estimated realizable value. Investment impairments are evaluated on an individual security position basis.
Adjustments to the carrying value of marketable equity securities and fixed maturities that are considered impaired are recorded as realized losses in the Consolidated Statements of Operations. Adjustments to the carrying value of limited partnerships that are considered impaired are recorded as a component of equity in losses or earnings of limited partnerships in the Consolidated Statements of Operations. In the first quarter of 2003, the Company recognized impairment charges totaling $7,254. There were no impairment charges of marketable equity securities or fixed maturities in the first quarter of 2002. Limited partnership impairment charges were recognized in the first quarter of 2002 totaling $1,205.
The Company had loaned securities, included as part of its invested assets, with a market value of $56,714 and $42,747 at March 31, 2003 and December 31, 2002, respectively. Securities lending collateral is recorded by the Company as a liability. The proceeds from the collateral are invested in cash and short-term investments and are reported on the Consolidated Statements of Financial Position as cash and cash equivalents. The Company shares a portion of the interest on these short-term investments with the borrower. The Company has incurred no losses on the loan program since the programs inception.
9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE E INVESTMENTS (Continued)
The following is a summary of available-for-sale securities:
| Gross | Gross | Estimated | ||||||||||||||||
| Amortized | Unrealized | Unrealized | Fair | |||||||||||||||
| Cost | Gains | Losses | Value | |||||||||||||||
March 31, 2003 |
||||||||||||||||||