UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
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 2-39458
ERIE FAMILY LIFE INSURANCE COMPANY
| PENNSYLVANIA | 25-1186315 | |
| (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) | |
| Registrants telephone number, including area code (814) 870-2000 | ||
Not applicable
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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
Yes No X
Indicate the number of shares outstanding of each of the Registrants classes of common stock, as of the latest practicable date: 9,450,000 shares of Common Stock outstanding on May 10, 2004.
1
INDEX
ERIE FAMILY LIFE INSURANCE COMPANY
| Section 302 Certification of CEO | ||||||||
| Section 302 Certification of CFO | ||||||||
| Section 906 Certification of CEO & CFO | ||||||||
2
PART I. FINANCIAL INFORMATION
ERIE FAMILY LIFE INSURANCE COMPANY
| (Dollars in thousands) |
||||||||
| March 31, | December 31, | |||||||
| 2004 |
2003 |
|||||||
| (Unaudited) | ||||||||
ASSETS |
||||||||
Investments: |
||||||||
Fixed maturities at fair value (amortized cost
of $1,245,569 and $1,203,607, respectively) |
$ | 1,349,147 | $ | 1,280,327 | ||||
Equity securities at fair value
(cost of $56,608 and $56,608, respectively) |
64,666 | 62,948 | ||||||
Limited partnerships |
||||||||
(cost of $11,609 and $12,203, respectively) |
11,711 | 12,241 | ||||||
Real estate mortgage loans |
6,261 | 6,305 | ||||||
Real estate |
1,106 | 1,127 | ||||||
Policy loans |
10,097 | 9,951 | ||||||
Total investments |
1,442,988 | 1,372,899 | ||||||
Cash and cash equivalents |
103,936 | 91,667 | ||||||
Premiums receivable from policyholders |
6,924 | 7,344 | ||||||
Reinsurance recoverable |
2,741 | 2,960 | ||||||
Other receivables |
352 | 137 | ||||||
Accrued investment income |
18,418 | 15,088 | ||||||
Deferred policy acquisition costs |
100,553 | 103,874 | ||||||
Reserve credit for reinsurance ceded |
22,209 | 20,758 | ||||||
Prepaid federal income taxes |
0 | 1,983 | ||||||
Other assets |
10,269 | 18,520 | ||||||
Total assets |
$ | 1,708,390 | $ | 1,635,230 | ||||
See Notes to Financial Statements. |
||||||||
3
ERIE FAMILY LIFE INSURANCE COMPANY
STATEMENTS OF FINANCIAL POSITION
| (Dollars in thousands) |
||||||||
| March 31, | December 31, | |||||||
| 2004 |
2003 |
|||||||
| (Unaudited) | ||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Liabilities: |
||||||||
Policy Liabilities and Accruals: |
||||||||
Future policy benefits |
$ | 111,786 | $ | 108,089 | ||||
Policy and contract claims |
3,294 | 3,653 | ||||||
Annuity deposits |
948,061 | 932,553 | ||||||
Universal life deposits |
153,434 | 150,421 | ||||||
Supplementary contracts not
including life contingencies |
709 | 579 | ||||||
Other policyholder funds |
7,561 | 9,856 | ||||||
Federal income taxes payable |
522 | 0 | ||||||
Deferred income taxes |
57,975 | 48,796 | ||||||
Reinsurance premium due |
786 | 1,875 | ||||||
Securities lending collateral |
79,228 | 65,495 | ||||||
Accounts payable and accrued expenses |
22,840 | 9,239 | ||||||
Notes payable to Erie Indemnity Company |
40,000 | 40,000 | ||||||
Due to affiliates |
2,085 | 3,442 | ||||||
Dividends payable |
2,079 | 1,985 | ||||||
Total liabilities |
1,430,360 | 1,375,983 | ||||||
Shareholders Equity: |
||||||||
Common stock, $.40 par value per share;
authorized 15,000,000 shares; 9,450,000
shares issued and outstanding |
3,780 | 3,780 | ||||||
Additional paid-in capital |
630 | 630 | ||||||
Accumulated other comprehensive income |
59,569 | 44,537 | ||||||
Retained earnings |
214,051 | 210,300 | ||||||
Total shareholders equity |
278,030 | 259,247 | ||||||
Total liabilities and shareholders equity |
$ | 1,708,390 | $ | 1,635,230 | ||||
See Notes to Financial Statements. |
||||||||
4
ERIE FAMILY LIFE INSURANCE COMPANY
| Three Months Ended | Three Months Ended | |||||||
| March 31, 2004 |
March 31, 2003 |
|||||||
| (Dollars in thousands, except per share data) | ||||||||
Revenues: |
||||||||
Net Policy Revenue: |
||||||||
Life premiums |
$ | 13,112 | $ | 12,242 | ||||
Group life and other premiums |
867 | 847 | ||||||
Total net policy revenue |
13,979 | 13,089 | ||||||
Net investment income |
18,755 | 18,584 | ||||||
Net realized gains on investments |
2,848 | 2,162 | ||||||
Equity in earnings of limited partnerships |
155 | 280 | ||||||
Other income |
318 | 177 | ||||||
Total revenues |
36,055 | 34,292 | ||||||
Benefits and Expenses: |
||||||||
Death benefits |
4,904 | 3,841 | ||||||
Interest on annuity deposits |
10,910 | 9,935 | ||||||
Interest on universal life deposits |
1,736 | 1,779 | ||||||
Surrender and other benefits |
320 | 273 | ||||||
Increase in future life policy benefits |
2,247 | 1,788 | ||||||
Amortization of deferred policy
acquisition costs |
1,283 | 3,315 | ||||||
Commissions |
542 | 1,341 | ||||||
General expenses |
3,878 | 3,064 | ||||||
Taxes, licenses and fees |
834 | 677 | ||||||
Total benefits and expenses |
26,654 | 26,013 | ||||||
Income before income taxes |
9,401 | 8,279 | ||||||
Provision for federal income taxes (benefit): |
||||||||
Current |
2,487 | 3,725 | ||||||
Deferred |
1,084 | ( | 852 | ) | ||||
Total provision for federal income taxes |
3,571 | 2,873 | ||||||
Net income |
$ | 5,830 | $ | 5,406 | ||||
Net income per share |
$ | 0.62 | $ | 0.57 | ||||
Dividends declared per share |
$ | 0.22 | $ | 0.21 | ||||
See Notes to Financial Statements. |
||||||||
5
ERIE FAMILY LIFE INSURANCE COMPANY
| Three Months Ended | Three Months Ended | |||||||
| March 31, 2004 |
March 31, 2003 |
|||||||
| (Dollars in thousands) | ||||||||
Net income |
$ | 5,830 | $ | 5,406 | ||||
Unrealized gains on securities: |
||||||||
Unrealized holding gains arising
during period, net of related offsets |
25,974 | 17,691 | ||||||
Less: Gains included in net income |
( | 2,848 | ) | ( | 2,162 | ) | ||
Net unrealized holding gains arising
during period, net of related offsets |
23,126 | 15,529 | ||||||
Income tax expense related to
unrealized gains |
8,094 | 5,435 | ||||||
Unrealized appreciation of
investments, net of taxes |
15,032 | 10,094 | ||||||
Comprehensive income |
$ | 20,862 | $ | 15,500 | ||||
See Notes to Financial Statements. |
||||||||
6
ERIE FAMILY LIFE INSURANCE COMPANY
| Three Months Ended | Three Months Ended | |||||||
| March 31, 2004 |
March 31, 2003 |
|||||||
| (Dollars in thousands) | ||||||||
CASH FLOWS USED IN OPERATING ACTIVITIES: |
||||||||
Premiums collected |
$ | 10,790 | $ | 10,341 | ||||
Net investment income received |
16,480 | 14,478 | ||||||
Miscellaneous income |
318 | 177 | ||||||
Benefits to policyholders |
( | 18,870 | ) | ( | 16,031 | ) | ||
Commissions paid to agents |
( | 1,340 | ) | ( | 3,948 | ) | ||
Salaries and wages paid |
( | 3,326 | ) | ( | 3,038 | ) | ||
General operating expenses paid |
( | 4,183 | ) | ( | 3,883 | ) | ||
Taxes, licenses and fees paid |
( | 1,291 | ) | ( | 1,175 | ) | ||
Income taxes recovered (paid) |
19 | ( | 14 | ) | ||||
Net cash used in operating activities |
( | 1,403 | ) | ( | 3,093 | ) | ||
CASH FLOWS USED IN INVESTING ACTIVITIES: |
||||||||
Purchase of investments: |
||||||||
Fixed maturities |
( | 70,733 | ) | ( | 182,931 | ) | ||
Equity securities |
0 | ( | 5,590 | ) | ||||
Limited partnerships |
( | 5 | ) | ( | 650 | ) | ||
Sales/maturities of investments: |
||||||||
Sales of fixed maturities |
49,784 | 76,777 | ||||||
Calls/maturities of fixed maturities |
3,530 | 29,032 | ||||||
Equity securities |
0 | 3,154 | ||||||
Limited partnerships |
800 | 1,617 | ||||||
Increase in collateral from securities lending |
13,733 | 32,519 | ||||||
Net mortgage loans |
44 | 300 | ||||||
Net policy loans |
( | 146 | ) | ( | 54 | ) | ||
Net cash used in investing activities |
( | 2,993 | ) | ( | 45,826 | ) | ||
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES: |
||||||||
Annuity and supplementary
contract deposits and interest |
33,603 | 72,153 | ||||||
Annuity and supplementary
contract surrenders and withdrawals |
( | 17,966 | ) | ( | 12,318 | ) | ||
Universal life deposits and interest |
4,820 | 5,093 | ||||||
Universal life surrenders |
( | 1,807 | ) | ( | 1,251 | ) | ||
Dividends paid to shareholders |
( | 1,985 | ) | ( | 1,985 | ) | ||
Net cash provided by financing activities |
16,665 | 61,692 | ||||||
Net increase in cash and cash equivalents |
12,269 | 12,773 | ||||||
Cash and cash equivalents at beginning of period |
91,667 | 97,022 | ||||||
Cash and cash equivalents at end of period |
$ | 103,936 | $ | 109,795 | ||||
See Notes to Financial Statements. |
||||||||
7
ERIE FAMILY LIFE INSURANCE COMPANY
NOTE A BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in conformity with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accrual) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. For further information, refer to the financial statements and footnotes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2003 as filed with the Securities and Exchange Commission on March 8, 2004.
NOTE B RECLASSIFICATIONS
Certain amounts previously reported in the 2003 financial statements have been reclassified to conform to the current periods presentation. Such reclassifications did not impact earnings or total Shareholders Equity.
NOTE C INVESTMENTS
At March 31, 2004 and 2003, marketable equity securities consist of nonredeemable preferred stock while fixed maturities consist of bonds, notes and redeemable preferred stock. Management considers all fixed maturities as 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 federal income taxes, reported as a separate component of Comprehensive Income and Shareholders Equity.
8
ERIE FAMILY LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
NOTE C INVESTMENTS (Continued)
The following is a summary of available-for-sale securities:
| Gross | Gross | |||||||||||||||
| Amortized | Unrealized | Unrealized | Estimated | |||||||||||||
| Cost |
Gains |
Losses |
Fair Value |
|||||||||||||
March 31, 2004 |
||||||||||||||||
Fixed Maturities: |
||||||||||||||||
Bonds: |
||||||||||||||||
U.S. treasuries and
government agencies |
$ | 67,161 | $ | 2,697 | $ | 0 | $ | 69,858 | ||||||||
Public utilities |
147,103 | 13,532 | 73 | 160,562 | ||||||||||||
U.S. banks, trusts
and insurance companies |
168,522 | 13,361 | 148 | 181,735 | ||||||||||||
U.S. industrial and miscellaneous |
540,176 | 51,226 | 163 | 591,239 | ||||||||||||
Mortgage-backed |
158,604 | 6,360 | 79 | 164,885 | ||||||||||||
Asset-backed |
8,023 | 478 | 0 | 8,501 | ||||||||||||
Foreign |
148,964 | 16,194 | 147 | 165,011 | ||||||||||||
Total bonds |
1,238,553 | 103,848 | 610 | 1,341,791 | ||||||||||||
Redeemable preferred stock |
7,016 | 340 | 0 | 7,356 | ||||||||||||
Total fixed maturities |
1,245,569 | 104,188 | 610 | 1,349,147 | ||||||||||||
Equity Securities: |
||||||||||||||||
Nonredeemable preferred stock: |
||||||||||||||||
Public utilities |
1,864 | 121 | 0 | 1,985 | ||||||||||||
U.S. banks, trusts
and insurance companies |
13,909 | 2,361 | 0 | 16,270 | ||||||||||||
U.S. industrial and miscellaneous |
17,119 | 2,321 | 0 | 19,440 | ||||||||||||
Foreign |
23,716 | 3,255 | 0 | 26,971 | ||||||||||||
Total equity securities |
56,608 | 8,058 | 0 | 64,666 | ||||||||||||
Total available-for-sale securities |
$ | 1,302,177 | $ | 112,246 | $ | 610 | $ | 1,413,813 | ||||||||
9
ERIE FAMILY LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
NOTE C INVESTMENTS (Continued)
| Gross | Gross | |||||||||||||||
| Amortized | Unrealized | Unrealized | Estimated | |||||||||||||
| Cost |
Gains |
Losses |
Fair Value |
|||||||||||||
December 31, 2003 |
||||||||||||||||
Fixed Maturities: |
||||||||||||||||
Bonds: |
||||||||||||||||
U.S. treasuries and
government agencies |
$ | 61,176 | $ | 1,543 | $ | 37 | $ | 62,682 | ||||||||
Public utilities |
141,154 | 10,377 | 528 | 151,003 | ||||||||||||
U.S. banks, trusts
and insurance companies |
158,731 | 9,358 | 836 | 167,253 | ||||||||||||
U.S. industrial and miscellaneous |
547,363 | 41,077 | 776 | 587,664 | ||||||||||||
Mortgage-backed |
145,394 | 3,622 | 182 | 148,834 | ||||||||||||
Asset-backed |
5,032 | 330 | 0 | 5,362 | ||||||||||||
Foreign |
137,741 | 13,314 | 933 | 150,122 | ||||||||||||
Total bonds |
1,196,591 | 79,621 | 3,292 | 1,272,920 | ||||||||||||
Redeemable preferred stock |
7,016 | 391 | 0 | 7,407 | ||||||||||||
Total fixed maturities |
1,203,607 | 80,012 | 3,292 | 1,280,327 | ||||||||||||
Equity Securities: |
||||||||||||||||
Nonredeemable preferred stock: |
||||||||||||||||
Public utilities |
1,864 | 136 | 0 | 2,000 | ||||||||||||
U.S. banks, trusts
and insurance companies |
13,909 | 1,921 | 0 | 15,830 | ||||||||||||
U.S. industrial and miscellaneous |
17,119 | 1,775 | 20 | 18,874 | ||||||||||||
Foreign |
23,716 | 2,528 | 0 | 26,244 | ||||||||||||
Total equity securities |
56,608 | 6,360 | 20 | 62,948 | ||||||||||||
Total available-for-sale securities |
$ | 1,260,215 | $ | 86,372 | $ | 3,312 | $ | 1,343,275 | ||||||||
Realized gains and losses on the sales of investments are recognized in income using the specific identification method. Investments that have declined in value below cost and for which the decline is considered to be other-than-temporary by management are written down to estimated realizable value. The impairments are made on an individual security basis and are recorded as a component of net realized gains on investments in the Statements of Operations.
The components of net realized gains on investments as reported in the Statements of Operations are included below. There were no impairment charges recorded in the first quarter of 2004.
Included in the first quarter of 2003 gross realized losses are impairment charges of $3.5 million related to fixed maturities.
10
ERIE FAMILY LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
NOTE C INVESTMENTS (Continued)
| Three Months Ended | Three Months Ended | |||||||
| March 31, 2004 |
March 31, 2003 |
|||||||
Fixed maturities: |
||||||||
Gross realized gains |
$ | 2,975 | $ | 7,004 | ||||
Gross realized losses |
( | 127 | ) | ( | 4,833 | ) | ||
Net realized gains |
2,848 | 2,171 | ||||||
Equity securities: |
||||||||
Net realized losses |
0 | ( | 9 | ) | ||||
Net realized gains on investments |
$ | 2,848 | $ | 2,162 | ||||
The gross unrealized losses at March 31, 2004 span the various investment categories of fixed maturities and equity securities. The gross unrealized losses are aged as follows:
| Estimated | Number | |||||||||||||||
| Unrealized | Amortized | Fair | of | |||||||||||||
| Loss |
Cost |
Value |
Holdings |
|||||||||||||
Six months or less |
($ | 70 | ) | $ | 23,231 | $ | 23,161 | 9 | ||||||||
Six to 12 months |
( | 498 | ) | 34,710 | 34,212 | 15 | ||||||||||
Greater than 18 months |
( | 42 | ) | 4,711 | 4,669 | 2 | ||||||||||
| ($ | 610 | ) | $ | 62,652 | $ | 62,042 | 26 | |||||||||
The Company participates in a securities lending program whereby certain securities from its portfolio are loaned to other institutions for short periods of time. A fee is paid to the Company by the borrower. Company policy requires collateral equal to 102% of the fair value of the loaned securities. The Company maintains full ownership rights to the securities loaned and continues to earn interest on them. In addition, the Company has the ability to sell the securities while they are on loan. The Company has an indemnification agreement with the lending agent in the event a borrower becomes insolvent or fails to return securities. 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 Statements of Financial Position as cash and cash equivalents. The Company shares a portion of the interest received on these short-term investments with the lending agent. Revenue received for the three months ended March 31, 2004 and 2003, related to this program totaled $28 and $21, respectively.
The Company had loaned securities with a market value of $77.5 million and $64.1 million and secured collateral of $79.2 million and $65.5 million at March 31, 2004 and December 31, 2003, respectively. The Company records the loaned securities on its Statements of Financial Position as part of its invested assets. The Company has incurred no losses on the loan program since the programs inception.
11
ERIE FAMILY LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
NOTE C INVESTMENTS (Continued)
Limited partnerships at March 31, 2004 include U.S. and foreign real estate and mezzanine debt investments. Real estate limited partnerships represent 91.0%, while mezzanine debt limited partnerships represent 9.0%, of the total carrying value at March 31, 2004. These partnerships are recorded using the equity method. The Company has not guaranteed any of the partnership liabilities.
The components of equity in earnings of limited partnerships as reported in the Statements of Operations are as follows:
| Three Months Ended | Three Months Ended | |||||||
| March 31, 2004 |
March 31, 2003 |
|||||||
Mezzanine debt |
$ | 20 | ($ | 88 | ) | |||
Real estate |
135 | 368 | ||||||
| $ | 155 | $ | 280 | |||||
NOTE D DEFERRED POLICY ACQUISITION COST (DAC) ASSET
The Company incurs significant costs in connection with acquiring new business. Many of these acquisition costs, which vary with and are primarily related to the production of new business, are deferred as an asset and amortized over a period of time. The Company periodically reviews the DAC asset to determine if it continues to be recoverable from future income. If less than the full amount of DAC is determined to be recoverable, a portion of such costs are expensed at the time of determination.
The DAC on traditional life insurance products is amortized in relation to estimated gross premiums in accordance with FAS 60. The DAC on the annuity and universal life products is amortized in relation to estimated gross profits in accordance with FAS 97.
In the third quarter of 2003 the Company began adjusting the unamortized balance of DAC for the impact on estimated future gross profits as if net unrealized appreciation and depreciation on investments had been realized as of the balance sheet date. The impact of this adjustment, net of tax, is included in Accumulated Other Comprehensive Income in Shareholders Equity. As of March 31, 2004, the adjustment to DAC resulting from this change in unrealized investment gains was $20.1 million. The amount charged to Accumulated Other Comprehensive Income was $13.1 million, net of $7.0 million of tax.
During the first quarter of 2004, management of EFL, in response to the material weakness in internal control over accounting for DAC that was reported in the Companys 2003 Annual Report on Form 10-K, continued its evaluation of its DAC accounting processes. See Item 4 of Part I of this Form 10-Q report for further discussion of this matter.
12
ERIE FAMILY LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
NOTE E SEGMENT INFORMATION
The Company offers a range of products and services, but operates as one reportable life insurance segment. The Companys Traditional Life insurance line includes permanent life, endowment life, term life and whole life policies. The Universal Life line includes all fixed universal life products sold by the Company. The Company does not sell variable universal life products. The Fixed Annuities line includes fixed ordinary deferred annuities, tax advantaged deferred annuities, annuities in pay-out and structured settlements. Neither variable nor equity indexed annuity products are sold by the Company. The Group Life and Other line includes group life insurance and disability income products. The Corporate Account line includes investment income earned from surplus not specifically allocable to any one product type. Investment-related income is allocated based on the assumption that the fixed maturities and preferred stock portfolios support the insurance product lines and the limited partnership and remaining fixed maturity investments support the Corporate Account.