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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)

 

Registrant’s 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.

 



Table of Contents

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

Consolidated Statements of Income (unaudited) for the three-month periods ended March 31, 2005 and 2004

   3

Consolidated Statements of Cash Flows (unaudited) for the three-month periods ended March 31, 2005 and 2004

   4

Notes to Unaudited Consolidated Financial Statements

   5

Report of Independent Registered Public Accounting Firm

   9

Item 2. Management’s 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

Signatures

   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

    


Table of Contents

UNITED FIRE & CASUALTY COMPANY AND SUBSIDIARIES

 

PART I: FINANCIAL INFORMATION

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.

 

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Table of Contents

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.

 

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Table of Contents

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.

 

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Table of Contents

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.

 

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Table of Contents

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