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, 2005
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 4, 2005, 21,354,399 shares of common stock were outstanding.
UNITED FIRE & CASUALTY COMPANY AND SUBSIDIARIES
INDEX
| Page No. | ||
| Part I. Financial Information |
||
| Item 1. Financial Statements |
||
| Consolidated Balance Sheets as of March 31, 2005 (unaudited) and December 31, 2004 |
2 | |
| 3 | ||
| 4 | ||
| 5 | ||
| 9 | ||
| Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
10 | |
| Item 3. Quantitative and Qualitative Disclosures about Market Risk |
17 | |
| Item 4. Controls and Procedures |
17 | |
| Part II. Other Information |
||
| Item 5. Other Events |
18 | |
| Item 6. Exhibits |
18 | |
| 19 | ||
| Certification Pursuant to Section 302 - CEO |
||
| Certification Pursuant to Section 302 - CFO |
||
| Certification Pursuant to Section 906 - CEO |
||
| Certification Pursuant to Section 906 - CFO |
||
UNITED FIRE & CASUALTY COMPANY AND SUBSIDIARIES
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
| (Dollars in Thousands Except Per Share Data and Number of Shares) |
March 31, 2005 |
December 31, 2004 | ||||
| (Unaudited) | ||||||
| ASSETS |
||||||
| Investments |
||||||
| Fixed maturities |
||||||
| Held-to-maturity, at amortized cost (fair value $87,778 in 2005 and $92,659 in 2004) |
$ | 83,690 | $ | 87,480 | ||
| Available-for-sale, at fair value (amortized cost $1,658,568 in 2005 and $1,542,015 in 2004) |
1,716,982 | 1,633,579 | ||||
| Equity securities, at fair value (cost $47,021 in 2005 and $45,417 in 2004) |
149,616 | 154,481 | ||||
| Trading securities, at fair value (amortized cost $11,671 in 2005 and $10,044 in 2004) |
12,030 | 10,518 | ||||
| Mortgage loans |
24,938 | 25,357 | ||||
| Policy loans |
8,125 | 8,222 | ||||
| Other long-term investments |
7,097 | 6,902 | ||||
| Short-term investments |
34,790 | 37,721 | ||||
| $ | 2,037,268 | $ | 1,964,260 | |||
| Cash and Cash Equivalents |
$ | 232,086 | $ | 305,575 | ||
| Accrued Investment Income |
27,836 | 27,168 | ||||
| Premiums Receivable |
121,634 | 118,764 | ||||
| Deferred Policy Acquisition Costs |
104,369 | 89,223 | ||||
| Property and Equipment (primarily land and buildings, at cost, less accumulated depreciation of $30,027 in 2005 and $30,959 in 2004) |
12,260 | 12,942 | ||||
| Reinsurance Receivables and Recoverables |
35,094 | 32,485 | ||||
| Prepaid Reinsurance Premiums |
3,097 | 3,122 | ||||
| Other Assets |
19,160 | 16,848 | ||||
| TOTAL ASSETS |
$ | 2,592,804 | $ | 2,570,387 | ||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||
| Liabilities |
||||||
| Future policy benefits and losses, claims and settlement expenses |
||||||
| Property and casualty insurance |
$ | 458,019 | $ | 464,889 | ||
| Life insurance |
1,271,925 | 1,255,708 | ||||
| Unearned premiums |
231,498 | 230,264 | ||||
| Accrued expenses and other liabilities |
50,861 | 56,809 | ||||
| Income taxes payable |
14,048 | 1,111 | ||||
| Deferred income taxes |
34,797 | 43,607 | ||||
| TOTAL LIABILITIES |
$ | 2,061,148 | $ | 2,052,388 | ||
| Redeemable Preferred Stock |
||||||
| 6.375% cumulative convertible preferred stock - Series A, no par value |
$ | 61,997 | $ | 65,789 | ||
| Stockholders Equity |
||||||
| Common stock, $3.33 1/3 par value; authorized 30,000,000 shares; 20,353,766 shares issued and outstanding in 2005 and 20,132,556 shares issued and outstanding in 2004 |
$ | 67,956 | $ | 67,109 | ||
| Additional paid-in capital |
11,398 | 7,796 | ||||
| Retained earnings |
303,671 | 274,846 | ||||
| Accumulated other comprehensive income, net of tax |
86,634 | 102,459 | ||||
| TOTAL STOCKHOLDERS EQUITY |
$ | 469,659 | $ | 452,210 | ||
| TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 2,592,804 | $ | 2,570,387 | ||
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
| (In thousands, except per share data and number of shares) |
Three months ended March 31, | |||||
| 2005 |
2004 | |||||
| Revenues |
||||||
| Net premiums earned |
$ | 122,696 | $ | 118,387 | ||
| Investment income, net of investment expenses |
28,761 | 26,530 | ||||
| Realized investment gains |
1,828 | 321 | ||||
| Other income |
92 | 48 | ||||
| 153,377 | 145,286 | |||||
| Benefits, Losses and Expenses |
||||||
| Losses and settlement expenses |
49,828 | 64,080 | ||||
| Increase in liability for future policy benefits |
3,919 | 2,076 | ||||
| Amortization of deferred policy acquisition costs |
27,507 | 27,109 | ||||
| Other underwriting expenses |
10,679 | 10,918 | ||||
| Interest on policyholders accounts |
14,085 | 14,310 | ||||
| 106,018 | 118,493 | |||||
| Income before income taxes |
47,359 | 26,793 | ||||
| Federal income tax expense |
14,759 | 8,322 | ||||
| Net income |
$ | 32,600 | $ | 18,471 | ||
| Less preferred stock dividends and accretions |
1,357 | 1,185 | ||||
| Earnings available to common shareholders |
$ | 31,243 | $ | 17,286 | ||
| Weighted average common shares outstanding (1) |
20,156,708 | 20,096,334 | ||||
| Basic earnings per common share (1) |
$ | 1.55 | $ | 0.86 | ||
| Diluted earnings per common share (1) |
$ | 1.38 | $ | 0.79 | ||
| Cash dividends declared per common share (1) |
$ | 0.12 | $ | 0.10 | ||
| (1) | All share and per share amounts reflect the retroactive effects of our December 15, 2004 one-for-one stock dividend. |
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
| (In thousands) |
Three months ended March 31, |
|||||||
| 2005 |
2004 |
|||||||
| Cash Flows From Operating Activities |
||||||||
| Net income |
$ | 32,600 | $ | 18,471 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Net bond discount accretion |
$ | 226 | $ | (82 | ) | |||
| Depreciation and amortization |
913 | 1,000 | ||||||
| Realized investment gains |
(1,828 | ) | (321 | ) | ||||
| Net cash flows from trading investments |
(1,425 | ) | 1,500 | |||||
| Deferred income tax expense |
260 | 115 | ||||||
| Changes in: |
||||||||
| Accrued investment income |
(668 | ) | 852 | |||||
| Premiums receivable |
(2,870 | ) | (4,378 | ) | ||||
| Deferred policy acquisition costs |
87 | 1,280 | ||||||
| Reinsurance receivables |
(2,609 | ) | (64 | ) | ||||
| Prepaid reinsurance premiums |
25 | (10 | ) | |||||
| Income taxes receivable |
| 4,574 | ||||||
| Other assets |
(2,288 | ) | 3,256 | |||||
| Future policy benefits and losses, claims and settlement expenses |
840 | 12,215 | ||||||
| Unearned premiums |
1,234 | 4,714 | ||||||
| Accrued expenses and other liabilities |
(5,936 | ) | (5,281 | ) | ||||
| Income taxes payable |
13,047 | 3,921 | ||||||
| Deferred income taxes |
(549 | ) | | |||||
| Other, net |
353 | 1,162 | ||||||
| Total adjustments |
$ | (1,188 | ) | $ | 24,453 | |||
| Net cash provided by operating activities |
$ | 31,412 | $ | 42,924 | ||||
| Cash Flows From Investing Activities |
||||||||
| Proceeds from sale of available-for-sale investments |
$ | | $ | 4,288 | ||||
| Proceeds from call and maturity of held-to-maturity investments |
3,816 | 11,412 | ||||||
| Proceeds from call and maturity of available-for-sale investments |
71,081 | 46,445 | ||||||
| Proceeds from short-term and other investments |
9,061 | 2,445 | ||||||
| Purchase of available-for-sale investments |
(187,412 | ) | (84,601 | ) | ||||
| Purchase of short-term and other investments |
(6,457 | ) | (7,664 | ) | ||||
| Net purchases and sales of property and equipment |
(234 | ) | (578 | ) | ||||
| Net cash used in investing activities |
$ | (110,145 | ) | $ | (28,253 | ) | ||
| Cash Flows From Financing Activities |
||||||||
| Policyholders account balances: |
||||||||
| Deposits to investment and universal life contracts |
$ | 33,170 | $ | 28,427 | ||||
| Withdrawals from investment and universal life contracts |
(24,663 | ) | (21,499 | ) | ||||
| Issuance of common stock pursuant to stock option exercises |
254 | 305 | ||||||
| Payment of cash dividends |
(3,517 | ) | (3,111 | ) | ||||
| Net cash provided by financing activities |
$ | 5,244 | $ | 4,122 | ||||
| Net Change in Cash and Cash Equivalents |
$ | (73,489 | ) | $ | 18,793 | |||
| Cash and Cash Equivalents at Beginning of Year |
305,575 | 265,064 | ||||||
| Cash and Cash Equivalents at End of Year |
$ | 232,086 | $ | 283,857 | ||||
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, 2004. The review report of Ernst & Young LLP as of and for the three-month periods ending March 31, 2005 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 U.S. generally accepted accounting principles (GAAP), we have made adjustments to present the accompanying Consolidated Financial Statements on the basis of GAAP.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The financial statement categories that are most dependent on management estimates and assumptions include the valuation of investments, the valuation of reserves for losses, claims and settlement expenses, the valuation of reserves for future policy benefits, the calculation of deferred policy acquisition costs, and the valuation of pension and post-retirement benefit obligations.
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 made payments for income taxes of $2.0 million for the three-month period ended March 31, 2005, compared to none for the three-month period ended March 31, 2004. We made no significant payments of interest for the three month periods ended March 31, 2005 and 2004, other than interest credited to policyholders accounts.
Note 2. New Accounting Standards
In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 123(R), Share-Based Payment. Statement No. 123(R) is a revision of Statement No. 123, Accounting for Stock Based Compensation, and supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. Statement No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized as expense in the financial statements based on their grant date fair values. The pro forma disclosures previously allowed under Statement No. 123 no longer will be an alternative to financial statement recognition. Statement No. 123(R) was originally effective for the first reporting period beginning after June 15, 2005, with early adoption allowed. On April 14, 2005, the Securities and Exchange Commission announced that for calendar year companies, the effective date of Statement No. 123(R) will be deferred until January 1, 2006.
The transition methods for adopting Statement No. 123(R) include the modified-prospective and modified-retroactive methods. The modified-prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock that exist upon the adoption of Statement No. 123(R). Under the modified-retroactive method, prior periods may be restated for the recognition of compensation expense either as of the beginning of the year of adoption or for all periods presented. We are currently evaluating the requirements of Statement No. 123(R) and expect that the adoption of Statement No. 123(R) will not have a material impact on our Consolidated Financial Statements.
5
UNITED FIRE & CASUALTY COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 3. Stock Options
We have a nonqualified employee stock option plan that authorizes the issuance of up to 1,000,000 shares of United Fire common stock to employees. Through March 31, 2005 we have granted options for 462,042 shares of United Fire common stock, of which options for 79,872 shares have been exercised. Pursuant to Statement No. 123, we elected to apply Accounting Principles Board Opinion No. 25, 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. If the stock options had been accounted for under Statement No. 123, compensation cost would have been recorded based on the grant-date fair value attributable to the number of options that eventually vest. This cost is recognized over the period in which the options vest, with the amount recognized at any date being at least equal to the value of the vested portion of the award at that date. We have determined that the unrecognized compensation expense for the three-month periods ended March 31, 2005 and 2004 determined upon application of Statement No. 123 has an immaterial impact on the net income and earnings per share as reported in our Consolidated Financial Statements.
In accordance with the disclosure requirements of Statement No. 123, the pro forma effects of recognizing compensation expense on net income and income per share, had we applied the fair value method of accounting for stock options is as follows:
| Three months ended March 31, |
||||||||
| (Dollars in Thousands, except per share amounts) |
2005 |
2004 |
||||||
| Net income, as reported |
$ | 32,600 | $ | 18,471 | ||||
| Deduct compensation expense determined under the fair value based method for all awards, net of related tax effects |
(84 | ) | (47 | ) | ||||
| Pro forma net income |
32,516 | 18,424 | ||||||
| Basic EPS |
$ | 1.55 | $ | .86 | ||||
| Diluted EPS |
1.38 | .79 | ||||||
Note 4. Employee Benefit Plans
Among the employee benefit plans we offer, the two most significant plans are a non-contributory defined benefit pension plan and an employee/retiree health and dental benefit plan.
All of our employees are eligible to participate in the non-contributory defined benefit pension plan after they have completed one year of service and attained twenty-one years of age. Under our pension plan, retirement benefits are a function of the number of years of service and the level of compensation. Our policy is to fund this plan on a current basis to the extent that the contribution is deductible under existing tax regulations.
We offer the health and dental benefit plan to all of our eligible employees and retirees. The plan is composed of two programs: (1) the Self-Funded Retiree Health and Dental Benefit Plan and (2) the Self-Funded Employee Health and Dental Benefit Plan. The employee plan provides health and dental benefits to our employees who are regularly scheduled to work for us for 24 or more hours per week and their covered dependents. The retiree plan provides health and dental coverage benefits to retired employees and their covered dependents provided the retired employees have attained at least age 55 and have continuously participated in the employee plan for at least