UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended March 31, 2004
Commission File Number 2-39621
UNITED FIRE & CASUALTY COMPANY
(Exact name of registrant as specified in its charter)
| Iowa | 42-0644327 | |
| (State of Incorporation) | (IRS Employer Identification No.) | |
| 118 Second Avenue, S.E. | ||
| Cedar Rapids, Iowa | 52407 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrants telephone number, including area code: (319) 399-5700
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 Act). YES x NO ¨
As of May 6, 2004, 10,055,568 shares of common stock were outstanding.
UNITED FIRE & CASUALTY COMPANY AND SUBSIDIARIES
INDEX
UNITED FIRE & CASUALTY COMPANY AND SUBSIDIARIES
| (In thousands) |
March 31, 2004 |
December 31, 2003 | ||||
| (Unaudited) | (Audited) | |||||
| ASSETS |
||||||
| Investments |
||||||
| Fixed maturities |
||||||
| Held-to-maturity, at amortized cost (market value $123,020 in 2004 and $134,281 in 2003) |
$ | 114,044 | $ | 125,122 | ||
| Available-for-sale, at market (amortized cost $1,457,245 in 2004 and $1,424,828 in 2003) |
1,574,353 | 1,519,401 | ||||
| Trading, at market (amortized cost $6,452 in 2004 and $7,687 in 2003) |
6,613 | 8,099 | ||||
| Equity securities, at market (cost $39,411 in 2004 and $37,858 in 2003) |
130,909 | 128,889 | ||||
| Mortgage loans |
25,946 | 26,360 | ||||
| Policy loans |
7,791 | 8,068 | ||||
| Other long-term investments |
7,292 | 9,584 | ||||
| Short-term investments |
13,557 | 6,576 | ||||
| $ | 1,880,505 | $ | 1,832,099 | |||
| Cash and Cash Equivalents |
$ | 283,857 | $ | 265,064 | ||
| Accrued Investment Income |
25,943 | 26,795 | ||||
| Premiums Receivable |
121,587 | 117,209 | ||||
| Deferred Policy Acquisition Costs |
73,395 | 86,232 | ||||
| Property and Equipment |
17,707 | 18,094 | ||||
| Reinsurance Receivables |
30,527 | 30,463 | ||||
| Prepaid Reinsurance Premiums |
3,615 | 3,605 | ||||
| Intangibles |
776 | 1,362 | ||||
| Income Taxes Receivable |
| 4,574 | ||||
| Other Assets |
16,402 | 19,658 | ||||
| TOTAL ASSETS |
$ | 2,454,314 | $ | 2,405,155 | ||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||
| Liabilities |
||||||
| Future policy benefits and losses, claims and settlement expenses |
||||||
| Property and casualty insurance |
$ | 434,688 | $ | 427,047 | ||
| Life insurance |
1,222,324 | 1,210,822 | ||||
| Unearned premiums |
236,653 | 231,939 | ||||
| Accrued expenses and other liabilities |
50,324 | 55,605 | ||||
| Income taxes payable |
3,921 | | ||||
| Deferred income taxes |
43,928 | 40,360 | ||||
| TOTAL LIABILITIES |
$ | 1,991,838 | $ | 1,965,773 | ||
| Redeemable Preferred Stock |
||||||
| 6.375% cumulative convertible preferred stock - Series A, no par value |
$ | 65,541 | $ | 65,456 | ||
| Stockholders Equity |
||||||
| Common stock |
$ | 33,519 | $ | 33,475 | ||
| Additional paid-in capital |
7,301 | 7,040 | ||||
| Retained earnings |
258,048 | 242,774 | ||||
| Accumulated other comprehensive income, net of tax |
98,067 | 90,637 | ||||
| TOTAL STOCKHOLDERS EQUITY |
$ | 396,935 | $ | 373,926 | ||
| TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 2,454,314 | $ | 2,405,155 | ||
The Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.
2
UNITED FIRE & CASUALTY COMPANY AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
| Three months ended March 31, |
|||||||
| (In thousands, except per share data and number of shares) |
2004 |
2003 |
|||||
| Revenues |
|||||||
| Net premiums earned |
$ | 118,387 | $ | 110,848 | |||
| Investment income, net of investment expenses |
26,530 | 26,063 | |||||
| Realized investment gains (losses) |
321 | (2,773 | ) | ||||
| Other income |
48 | 738 | |||||
| 145,286 | 134,876 | ||||||
| Benefits, Losses and Expenses |
|||||||
| Losses and settlement expenses |
64,080 | 68,098 | |||||
| Increase in liability for future policy benefits |
2,076 | 2,325 | |||||
| Amortization of deferred policy acquisition costs |
27,109 | 22,068 | |||||
| Other underwriting expenses |
10,918 | 12,046 | |||||
| Interest on policyholders accounts |
14,310 | 13,854 | |||||
| 118,493 | 118,391 | ||||||
| Income before income taxes |
26,793 | 16,485 | |||||
| Federal income tax expense |
8,322 | 4,864 | |||||
| Net Income |
$ | 18,471 | $ | 11,621 | |||
| Less preferred stock dividends and accretions |
1,185 | 1,185 | |||||
| Earnings available to common shareholders |
$ | 17,286 | $ | 10,436 | |||
| Weighted average common shares outstanding |
10,048,167 | 10,037,466 | |||||
| Basic earnings per common share |
$ | 1.72 | $ | 1.04 | |||
| Diluted earnings per common share |
$ | 1.57 | $ | 0.99 | |||
| Cash dividends declared per common share |
$ | 0.20 | $ | 0.19 | |||
The Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.
3
UNITED FIRE & CASUALTY COMPANY AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Three months ended March 31, |
||||||||
| (In thousands) |
2004 |
2003 |
||||||
| Cash Flows From Operating Activities |
||||||||
| Net Income |
$ | 18,471 | $ | 11,621 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Net bond discount accretion |
$ | (82 | ) | $ | (127 | ) | ||
| Depreciation and amortization |
1,000 | 891 | ||||||
| Realized investment (gains) losses |
(321 | ) | 2,773 | |||||
| Net cash flows from trading investments |
1,500 | (5,093 | ) | |||||
| Changes in: |
||||||||
| Accrued investment income |
852 | 1,524 | ||||||
| Premiums receivable |
(4,378 | ) | (6,640 | ) | ||||
| Deferred policy acquisition costs |
1,280 | (2,980 | ) | |||||
| Reinsurance receivables |
(64 | ) | (74 | ) | ||||
| Prepaid reinsurance premiums |
(10 | ) | 1,485 | |||||
| Income taxes receivable |
4,574 | 1,872 | ||||||
| Other assets |
3,256 | (2,064 | ) | |||||
| Future policy benefits and losses, claims and settlement expenses |
12,215 | 17,482 | ||||||
| Unearned premiums |
4,714 | 9,013 | ||||||
| Accrued expenses and other liabilities |
(5,281 | ) | (11,457 | ) | ||||
| Income taxes payable |
3,921 | 3,431 | ||||||
| Deferred income taxes |
115 | (441 | ) | |||||
| Other, net |
1,162 | 1,660 | ||||||
| Total adjustments |
$ | 24,453 | $ | 11,255 | ||||
| Net cash provided by operating activities |
$ | 42,924 | $ | 22,876 | ||||
| Cash Flows From Investing Activities |
||||||||
| Proceeds from sale of available-for-sale investments |
$ | 4,288 | $ | 5,970 | ||||
| Proceeds from call and maturity of held-to-maturity investments |
11,412 | 17,160 | ||||||
| Proceeds from call and maturity of available-for-sale investments |
46,445 | 43,987 | ||||||
| Proceeds from short-term and other investments |
2,445 | 264 | ||||||
| Purchase of held-to-maturity investments |
| (1,606 | ) | |||||
| Purchase of available-for-sale investments |
(84,601 | ) | (41,405 | ) | ||||
| Purchase of short-term and other investments |
(7,664 | ) | (22,213 | ) | ||||
| Purchase of property and equipment |
(578 | ) | (629 | ) | ||||
| Net cash (used in) provided by investing activities |
$ | (28,253 | ) | $ | 1,528 | |||
| Cash Flows From Financing Activities |
||||||||
| Policyholders account balances: |
||||||||
| Deposits to investment and universal life contracts |
$ | 28,427 | $ | 40,431 | ||||
| Withdrawals from investment and universal life contracts |
(21,499 | ) | (21,590 | ) | ||||
| Issuance of common stock |
305 | 4 | ||||||
| Payment of cash dividends |
(3,111 | ) | (2,981 | ) | ||||
| Net cash provided by financing activities |
$ | 4,122 | $ | 15,864 | ||||
| Net Change in Cash and Cash Equivalents |
$ | 18,793 | $ | 40,268 | ||||
| Cash and Cash Equivalents at Beginning of Period |
265,064 | 136,892 | ||||||
| Cash and Cash Equivalents at End of Period |
$ | 283,857 | $ | 177,160 | ||||
The Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.
4
UNITED FIRE & CASUALTY COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
The terms United Fire, we, us, or our refer to United Fire & Casualty Company or United Fire & Casualty Company and its consolidated subsidiaries and affiliate, as the context requires. In the opinion of the management of United Fire, the accompanying unaudited Consolidated Financial Statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position, the results of operations and cash flows for the periods presented. The results for the interim periods are not necessarily indicative of the results of operations that may be expected for the year. The Consolidated Financial Statements contained herein should be read in conjunction with our annual report on Form 10-K for the year ended December 31, 2003. The review report of Ernst & Young LLP as of and for the three month period ending March 31, 2004 accompanies the unaudited Consolidated Financial Statements included in Item 1 of Part I.
We maintain our records in conformity with the accounting practices prescribed or permitted by the insurance departments of the states in which we are domiciled. To the extent that certain of these practices differ from accounting principles generally accepted in the United States, we have made adjustments to present the accompanying Consolidated Financial Statements on the basis of accounting principles generally accepted in the United States.
To prepare our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States, we make estimates and assumptions that affect the amounts of assets and liabilities reported in our Consolidated Financial Statements, the disclosure of contingent assets and liabilities at the date of our Consolidated Financial Statements and the amounts of revenues and expenses during the reporting period reported in our Consolidated Financial Statements. Actual results could differ from those reported based on changes to our estimates and assumptions.
We are a defendant in legal actions arising from normal business activities. Management, after consultation with legal counsel, is of the opinion that any liability resulting from these actions will not have a material impact on our financial position and operating results.
For purposes of reporting cash flows, cash and cash equivalents include cash, money market accounts and non-negotiable certificates of deposit with original maturities of three months or less. We paid no income taxes for the three-month periods ended March 31, 2004 and 2003. We made no significant payments of interest for the three month periods ended March 31, 2004 and 2003, other than interest credited to policyholders accounts.
Note 2. New Accounting Standards
In March 2004, the Emerging Issues Task Force reached a consensus on the other-than-temporary impairment recognition provisions of Issue 03-1 The Meaning of Other-Than-Temporary- Impairment and Its Application to Certain Investments. A three-step impairment model stipulated by Issue 03-1 should be applied to investment securities subject to Statement of Financial Accounting Standard No. 115. The three step model details the determination of whether an investment is impaired, the evaluation of whether an impairment is other-than-temporary and the recognition of an impairment loss equal to the amount of impairment. We are required to adopt and apply these provisions of Issue 03-1 prospectively, effective in reporting periods beginning after June 15, 2004. We are currently evaluating whether the adoption of these provisions will have a material impact on our Consolidated Financial Statements.
On January 12, 2004, the Financial Accounting Standards Board issued Staff Position 106-1, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003, which allowed companies to elect a one-time deferral of the recognition of the effects of the Medicare Prescription Drug Act in accounting for their plans under Statement of Financial Accounting Standard No. 106 and in providing disclosures related to the plan required by Statement No. 132 (revised 2003). The Financial Accounting Standards Board allowed the one-time deferral due to the accounting issues raised by the Medicare Prescription Drug Actin particular, the accounting for the federal subsidy that is not explicitly addressed in Statement No. 106and due to the fact that uncertainties exist as to the direct effects of the Medicare Prescription Drug Act and its ancillary effects on plan participants.
5
UNITED FIRE & CASUALTY COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For companies electing the one-time deferral, such deferral remains in effect until authoritative guidance on the accounting for the federal subsidy is issued, or until certain other events, such as a plan amendment, settlement or curtailment, occur. We are currently evaluating the effects of the Medicare Prescription Drug Act on our postretirement benefit plan and its participants, and have elected the one-time deferral. Our net periodic postretirement benefit cost for the quarter ended March 31, 2004 does not reflect the effects of the Act on our postretirement benefit plan. Additionally, once the specific authoritative guidance on the accounting for the federal subsidy is issued, it could result in a change to previously reported information.
Note 3. Stock Options
We have a nonqualified employee stock option plan that authorizes the issuance of up to 500,000 shares of United Fire common stock to employees. Through March 31, 2004 we have granted options for 159,521 shares of United Fire common stock, of which options for 19,749 shares have been exercised. Pursuant to Statement of Financial Accounting Standard No. 123, Accounting for Stock-Based Compensation, we elected to apply Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations in accounting for stock options issued under our stock-based compensation plan. Opinion No. 25 prescribes the use of the intrinsic value method of accounting for our employee and director stock-based compensation awards. Accordingly, we have not recognized compensation expense for these awards. We have determined that the unrecognized compensation expense for the three-month periods ended March 31, 2004 and 2003 determined upon application of Statement No. 123 has an immaterial impact on the net income and earnings per share reported in our Consolidated Financial Statements.
Note 4. Employee Benefit Plans
Net periodic pension cost totaled $.7 million for the first quarter of 2004, compared to $.5 million for the first quarter of 2003. Net periodic postretirement benefit cost totaled $.4 million for the first quarter of 2004 and 2003. Due to the timing of the completion of our annual benefit plan valuations by our benefit actuary, these first quarter benefit costs are estimates. Upon receipt of the current year benefit plan valuations, we update the current year benefit expenses accordingly.
We previously disclosed in our annual report on Form 10-K for the year ended December 31, 2003, that we expected to contribute $5.2 million to our pension plan in 2004. In the first quarter of 2004, we contributed $.7 million to the pension plan. We do not anticipate that the total contribution for 2004 will vary from the amount previously disclosed.
6
UNITED FIRE & CASUALTY COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 5. Segment Information
We have two reportable business segments in our operations: property and casualty insurance and life insurance. Our property and casualty insurance segment conducts business from our home office in Cedar Rapids, Iowa and from two other locations. All three locations are aggregated because they target a similar customer base, market the same products and use the same marketing strategies. The life insurance segment operates from our home office in Cedar Rapids, Iowa. Because all of our insurance products are sold only domestically, we allocate no revenue to foreign operations. Our management evaluates the two segments both on the basis of accounting practices prescribed by our states of domicile and on the basis of accounting principles generally accepted in the United States. We analyze results based on a variety of factors, including profitability, expenses and return on equity. The bases we use to determine and analyze segments and to measure segment profit have not changed from that reported in our annual report on Form 10-K for the year ended December 31, 2003.
We report the following analysis on the basis of accounting principles generally accepted in the United States. We have reconciled the analysis to our unaudited Consolidated Financial Statements to adjust for intersegment eliminations.
| (In Thousands) |
||||||||||||
| Property and Casualty Insurance |
Life Insurance |
Total |
||||||||||
| Three Months Ended March 31, 2004 |
||||||||||||
| Net premiums earned |
$ | 110,696 | $ | 7,751 | $ | |||||||