UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRST FORTIS LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter) |
||
NEW YORK | 13-2699219 | |
(State or Other Jurisdiction | (I.R.S. Employer | |
of Incorporation or Organization) | Identification No.) | |
308 MALTBIE STREET, SUITE 200 | 13204 | |
SYRACUSE, NEW YORK | ||
(Address of Principal Executive Offices) | (Zip Code) | |
Registrants telephone number, including area code: (315) 451-0066 |
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 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 þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes o No þ
As of May 2, 2005, there were 100,000 shares of common stock of the registrant outstanding, all of which are owned by Assurant, Inc.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H(1)(a) AND (b) OF FORM 10-Q AND IS FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.
FIRST FORTIS LIFE INSURANCE COMPANY
QUARTERLY REPORT ON FORM 10-Q
FOR THE FISCAL YEAR ENDED MARCH 31, 2005
TABLE OF CONTENTS
First Fortis Life Insurance Company
March 31, | December 31, | |||||||
2005 | 2004 | |||||||
(in thousands except number of shares) | ||||||||
Assets |
||||||||
Investments: |
||||||||
Fixed maturities available for sale, at fair value (amortized
cost $114,208 in 2005 and $116,275 in 2004) |
$ | 120,992 | $ | 125,201 | ||||
Equity securities available for sale, at fair value
(cost $8,667 in 2005 and $8,514 in 2004) |
8,476 | 8,571 | ||||||
Commercial mortgage loans on real estate at amortized cost |
9,063 | 9,125 | ||||||
Policy loans |
86 | 80 | ||||||
Short-term investments |
2,714 | 4,575 | ||||||
Other investments |
3,459 | 3,565 | ||||||
Total investments |
144,790 | 151,117 | ||||||
Cash and cash equivalents |
14,949 | 5,360 | ||||||
Premiums and accounts receivable, net |
3,310 | 4,858 | ||||||
Reinsurance recoverables |
92,409 | 93,607 | ||||||
Due from affiliates |
| 582 | ||||||
Accrued investment income |
1,814 | 1,701 | ||||||
Tax receivable |
| 1,250 | ||||||
Deferred acquisition costs |
1,225 | 1,123 | ||||||
Deferred income taxes, net |
2,086 | 1,481 | ||||||
Goodwill |
2,038 | 2,038 | ||||||
Other assets |
99 | 95 | ||||||
Assets held in separate accounts |
30,244 | 32,446 | ||||||
Total assets |
$ | 292,964 | $ | 295,658 | ||||
See the accompanying notes to the financial statements.
2
First Fortis Life Insurance Company
Balance Sheets
At March 31, 2005 (Unaudited) and December 31, 2004
March 31, | December 31, | |||||||
2005 | 2004 | |||||||
(in thousands except number of shares) | ||||||||
Liabilities |
||||||||
Future policy benefits and expenses |
$ | 30,747 | $ | 29,168 | ||||
Unearned premiums |
17,352 | 20,902 | ||||||
Claims and benefits payable |
138,609 | 139,270 | ||||||
Commissions payable |
4,905 | 5,001 | ||||||
Reinsurance balances payable |
2,335 | 2,509 | ||||||
Funds held under reinsurance |
90 | 89 | ||||||
Deferred gain on disposal of businesses |
6,174 | 6,492 | ||||||
Due to affilitates |
931 | | ||||||
Accounts payable and other liabilities |
8,068 | 8,292 | ||||||
Tax payable |
987 | | ||||||
Liabilities related to separate accounts |
30,244 | 32,446 | ||||||
Total liabilities |
240,442 | 244,169 | ||||||
Stockholders equity |
||||||||
Common stock, par value $20 per share, 100,000
shares authorized, issued, and outstanding |
2,000 | 2,000 | ||||||
Additional paid-in capital |
43,006 | 43,006 | ||||||
Retained earnings |
3,231 | 644 | ||||||
Accumulated other comprehensive income |
4,285 | 5,839 | ||||||
Total stockholders equity |
52,522 | 51,489 | ||||||
Total liabilities and stockholders equity |
$ | 292,964 | $ | 295,658 | ||||
See the accompanying notes to the financial statements.
3
First Fortis Life Insurance Company
Three Months Ended March 31, | ||||||||
2005 | 2004 | |||||||
(in thousands) | ||||||||
Revenues |
||||||||
Net earned premiums and other considerations |
$ | 15,469 | $ | 15,692 | ||||
Net investment income |
2,159 | 2,677 | ||||||
Net realized gain on investments |
15 | 215 | ||||||
Amortization of deferred gain on disposal of businesses |
318 | 398 | ||||||
Fees and other income |
22 | 67 | ||||||
Total revenues |
17,983 | 19,049 | ||||||
Benefits, losses and expenses |
||||||||
Policyholder benefits |
9,686 | 8,069 | ||||||
Amortization of deferred acquisition costs |
205 | 180 | ||||||
Underwriting, general and administrative expenses |
4,100 | 4,517 | ||||||
Total benefits, losses and expenses |
13,991 | 12,766 | ||||||
Income before income taxes |
3,992 | 6,283 | ||||||
Income taxes |
1,405 | 2,207 | ||||||
Net income |
$ | 2,587 | $ | 4,076 | ||||
See the accompanying notes to the financial statements.
4
First Fortis Life Insurance Company
Accumulated | ||||||||||||||||||||
Additional | Other | |||||||||||||||||||
Common | Paid-in | Retained | Comprehensive | |||||||||||||||||
Stock | Capital | Earnings | Income (Loss) | Total | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Balance, December 31, 2004 |
$ | 2,000 | $ | 43,006 | $ | 644 | $ | 5,839 | $ | 51,489 | ||||||||||
Comprehensive income: |
||||||||||||||||||||
Net income |
| | 2,587 | | 2,587 | |||||||||||||||
Net change in unrealized gains on
securities |
| | | (1,554 | ) | (1,554 | ) | |||||||||||||
Total comprehensive income |
1,033 | |||||||||||||||||||
Balance, March 31, 2005 |
$ | 2,000 | $ | 43,006 | $ | 3,231 | $ | 4,285 | $ | 52,522 | ||||||||||
See the accompanying notes to the financial statements.
5
First Fortis Life Insurance Company
Three Months Ended March 31, | ||||||||
2005 | 2004 | |||||||
(in thousands) | ||||||||
Net cash provided by (used in) operating activities |
$ | 5,545 | $ | (4,007 | ) | |||
Investing activities |
||||||||
Sales of: |
||||||||
Fixed maturities available for sale |
3,228 | 7,602 | ||||||
Equity securities available for sale |
42 | 526 | ||||||
Other invested assets |
106 | 29 | ||||||
Maturities, prepayments, and scheduled redemption of: |
||||||||
Fixed maturities available for sale |
4,842 | 2,619 | ||||||
Purchase of: |
||||||||
Fixed maturities available for sale |
(5,897 | ) | (3,147 | ) | ||||
Equity securities available for sale |
(194 | ) | (1,987 | ) | ||||
Other invested assets |
| | ||||||
Change in commercial mortgage loans on real estate |
62 | 16 | ||||||
Change in short term investments |
1,861 | 1,702 | ||||||
Change in policy loans |
(6 | ) | | |||||
Net cash provided by investing activities |
4,044 | 7,360 | ||||||
Net cash provided by financing activities |
| | ||||||
Change in cash and cash equivalents |
9,589 | 3,353 | ||||||
Cash and cash equivalents at beginning of period |
5,360 | 1,060 | ||||||
Cash and cash equivalents at end of period |
$ | 14,949 | $ | 4,413 | ||||
Supplemental information: |
||||||||
Income taxes paid (refunded) |
$ | (1,064 | ) | $ | |
See the accompanying notes to the financial statements.
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First Fortis Life Insurance Company
1. Nature of Operations
First Fortis Life Insurance Company (the Company) is a provider of life and health insurance products. At January 1, 2004, the Company was a wholly owned subsidiary of Fortis, Inc., which itself was an indirect, wholly owned subsidiary of Fortis N.V. of the Netherlands and Fortis SA/NV of Belgium (collectively, the Fortis) through their affiliates, including their wholly owned subsidiary, Fortis Insurance N.V.
On February 5, 2004, Fortis sold approximately 65% of its ownership interest in Assurant, Inc. via an initial public offering (the IPO) and retained approximately 35% of its ownership (50,199,130 shares). In connection with the IPO, Fortis, Inc. was merged into Assurant, Inc., a Delaware corporation, which was formed solely for the purpose of the redomestication of Fortis, Inc. After the merger, Assurant, Inc. became the successor to the business, operations and obligations of Fortis, Inc. Assurant, Inc. is traded on the New York Stock Exchange under the symbol AIZ.
On January 21, 2005, Fortis owned approximately 36% (50,199,130 shares) of Assurant, Inc. based on the number of shares outstanding that day and sold 27,200,000 of those shares in a secondary offering to the public. Assurant, Inc. did not receive any of the proceeds from the sale of shares of common stock by Fortis. Fortis received all net proceeds from the sale. Fortis concurrently sold exchangeable bonds, due January 26, 2008, that are mandatorily exchangeable for their remaining 22,999,130 shares of Assurant, Inc. Fortis may elect, prior to the maturity date of the bonds, a cash settlement alternative and pay the bondholders an amount of cash equal to the applicable market value of Assurant, Inc.s common stock. The exchangeable bonds and the shares of the Assurant, Inc.s common stock into which they are exchangeable have not been and will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The Company is incorporated in New York and is qualified to sell life, health and annuity insurance in the state of New York. The Companys revenues are derived principally from group employee benefits and credit products. The Company offers insurance products, including life insurance policies, annuity contracts, and group life, accident and health insurance policies.
2. Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of financial statements in conformity with GAAP requires management to make estimates when recording transactions resulting from business operations based on information currently available. The most significant items on the Companys balance sheet that involve accounting estimates and actuarial determinations are goodwill, reinsurance recoverables, valuation of investments, deferred acquisition costs (DAC), liabilities for future policy benefits and expenses, claims and benefits payable and taxes. The accounting estimates and actuarial determinations are sensitive to market conditions, investment yields, mortality, morbidity, commissions and other acquisition expenses, and terminations by policyholders. As additional information becomes available or actual amounts are determinable, the recorded estimates will be revised and reflected in operating results. Although some variability is inherent in these estimates, the Company believes the amounts provided are reasonable and adequate.
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First Fortis Life Insurance Company
Notes to the Financial Statements
Three Months Ended March 31, 2005 and 2004 (Unaudited)
Dollar amounts are presented in U.S. dollars and all amounts are in thousands except for number of shares and securities.
3. Retirement and Other Employee Benefits
The Company is an indirect wholly-owned subsidiary of Assurant, Inc., which sponsors a defined benefit pension plan and certain other post retirement benefits covering employees and certain agents who meet eligibility requirements as to age and length of service. Plan assets of the defined benefit plans are not specifically identified by each participating subsidiary. Therefore, a breakdown of plan assets is not reflected in these financial statements. The Company has no legal obligation for benefits under these plans. The benefits are based on years of service and career compensation. Assurants pension plan funding policy is to contribute annually the maximum amount that can be deducted for federal income tax purposes, and to charge each subsidiary an allocable amount based on its employee census. Pension cost allocated to the Company amounted to approximately $31 and $28 for the three months ended March 31, 2005 and 2004, respectively.
The Company participates in a contributory profit sharing plan, sponsored by Assurant, Inc., covering employees and certain agents who meet eligibility requirements as to age and length of service. Benefits are payable to participants on retirement or disability and to the beneficiaries of participants in the event of death. For employees hired on or before December 31, 2000, the first 3% of an employees contribution is matched 200% by the Company. The second 2% is matched 50% by the Company. For employees hired after December 31, 2000, the first 3% of an employees contribution is matched 100% by the Company. The second 2% is matched 50% by the Company. The amount expensed was approximately $14 and $10 for the three months ended March 31, 2005 and 2004, respectively.
With respect to retirement benefits, the Company participates in other health care and life insurance benefit plans (postretirement benefits) for retired employees, sponsored by Assurant. Health care benefits, either through an Assurant sponsored retiree plan for retirees under age 65 or through a cost offset for individually purchased Medigap policies for retirees over age 65, are available to employees who retire on or after January 1, 1993, at age 55 or older, with 10 years or more service. Life insurance, on a retiree pay all basis, is available to those who retire on or after January 1, 1993.
4. Commitments and Contingencies
The Company is regularly involved in litigation in the ordinary course of business, both as a defendant and as a plaintiff. The Company may from time to time be subject to a variety of legal and regulatory actions relating to the Companys current and past business operations. While the Company cannot predict the outcome of any pending or future litigation, examination or investigation, the Company does not believe that any pending matter will have a material adverse effect on the Companys financial condition or results of operations.
8
PART I
FINANCIAL INFORMATION
Item 2. Managements Discussion And Analysis Of Financial Condition And Results Of Operations.
(Dollar amounts in thousands except share data.)
Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) addresses the financial condition of First Fortis Life Insurance Company (FFLIC or the Company) as of March 31, 2005, compared with December 31, 2004, and its results of operations for the three months ended March 31, 2005, compared with the equivalent 2004 period. This discussion should be read in conjunction with FFLICs MD&A and annual audited financial statements as of December 31, 2004 filed with the Companys Form 10-K for the year ended December 31, 2004 filed with the U.S. Securities and Exchange Commission (hereafter referred to as the Companys 2004 Form 10-K) and unaudited financial statements and related notes included elsewhere in this Form 10-Q.
Some of the statements in this MD&A and elsewhere in this report may contain forward-looking statements that reflect our current views with respect to, among other things, future events and financial performance. You can identify these forward-looking statements by the use of forward-looking words such as outlook, believes, expects, potential, continues, may, will, should, seeks, approximately, predicts, intends, plans, estimates, anticipates or the negative version of those words or other comparable words. Any forward-looking statements contained in this report are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in this report. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statements you read in this report reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, financial condition, growth strategy and liquidity.
The table below presents information regarding our consolidated results of operations:
For the Three Months Ended | ||||||||
March 31, | ||||||||
2005 | 2004 | |||||||
(in thousands) | ||||||||
Revenues: |
||||||||
Net earned premiums and other considerations |
$ | 15,469 | $ | 15,692 | ||||
Net investment income |
2,159 | 2,677 | ||||||
Net realized gains on investments |
15 | 215 | ||||||
Amortization of deferred gains on disposal of businesses |
318 | 398 | ||||||
Fees and other income |
22 | 67 | ||||||
Total revenues |
17,983 | 19,049 | ||||||
Benefits, losses and expenses: |
||||||||
Policyholder benefits |
9,686 | 8,069 | ||||||
Selling, underwriting and general expenses(1) |
4,305 | 4,697 | ||||||
Total benefits, losses and expenses |
13,991 | 12,766 | ||||||
Income before income taxes |
3,992 | 6,283 | ||||||
Income taxes |
1,405 | 2,207 | ||||||
Net income |
$ | 2,587 | $ | 4,076 | ||||
(1) | Includes amortization of deferred acquisition costs and underwriting, general and administrative expenses. |
9
Three Months Ended March 31, 2005 Compared to March 31, 2004
Total Revenues
Total revenues decreased by $1,066, or 6%, to $17,983 for the three months ended March 31, 2005 from $19,049 for the three months ended March 31, 2004.
Net earned premiums and other considerations decreased by $223, or 1%, to $15,469 for the three months ended March 31, 2005 from $15,692 for the three months ended March 31, 2004. The decrease was primarily due to decreases of $685, $329 and $314 in our group life, group dental and credit life businesses, respectively, offset by an increase of $1,100 in our group disability business. The decrease in our group life business was primarily due to the non-renewal of certain unprofitable business in the latter part of 2004. The decrease in our group dental business was primarily due to continued pricing discipline in an increasingly competitive market, which has resulted in lower sales and renewals. The decrease in our credit life business was primarily due to the continued decline in sales of this product. The increase in our group disability business was due to increased business written through our alternate distribution sources.
Net investment income decreased by $518, or 19%, to $2,159 for the three months ended March 31, 2005 from $2,677 for the three months ended March 31, 2004. This decrease was primarily due to decreases in invested assets.
Net realized gains on investments decreased by $200, or 93%, to $15 for the three months ended March 31, 2005 from $215 for the three months ended March 31, 2004. Net realized gains are comprised of both other-than-temporary impairments and realized gains/(losses) on the sales of securities. We had no other-than-temporary impairments on available for sale securities for the three months ended March 31, 2005 and 2004.
Amortization of deferred gain on disposal of business decreased by $80, or 20%, to $318 for the three months ended March 31, 2005 from $398 for the three months ended March 31, 2004. The decrease was consistent with the anticipated run-off of the business ceded to The Hartford in 2001 and John Hancock in 2000.
Fees and other income decreased by $45, or 67%, to $22 for the three months ended March 31, 2005 from $67 for the three months ended March 31, 2004. The decrease is driven by lower administrative services only sales.
Total Benefits, Losses and Expenses
Total benefits, losses and expenses increased by $1,225, or 10%, to $13,991 for the three months ended March 31, 2005 from $12,766 for the three months ended March 31, 2004.
Policyholder benefits increased by $1,617, or 20%, to $9,686 for the three months ended March 31, 2005 from $8,069 for the three months ended March 31, 2004. The increase was primarily due to increases of $1,376 and $487 in our group disability and group life businesses, respectively. These increases were offset by a decrease of $346 in our group dental business. The increase in group disability business was primarily due to an increase in business written through our alternate distribution sources. The increase in group life business was due to unfavorable mortality experience. The decrease in our group dental business was primarily due to favorable group dental experience.
Selling, underwriting and general expenses decreased by $392, or 8%, to $4,305 for the three months ended March 31, 2005 from $4,697 for the three months ended March 31, 2004. The decrease was primarily due to a decrease of $537 in our credit life business offset by an aggregate increase of $86 in our group disability, group life and group dental businesses. The decrease in credit life business was due to less new business as a result of the continued decline in sales of this product. The increase in group disability, group life, and group dental businesses was due to an increase in amortization of deferred acquisition costs.
10
Net Income
Net income decreased by $1,489, or 37%, to $2,587 for the three months ended March 31, 2005 from $4,076 for the three months ended March 31, 2004.
Income taxes decreased by $802, or 36%, to $1,405 for the three months ended March 31, 2005 from $2,207 for the three months ended March 31, 2004. This decrease was due to a decrease in pre-tax income.
Item 3. Quantitative And Qualitative Disclosures About Market Risk.
Not required under the reduced disclosure format.
Item 4. Controls And Procedures.
Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2005. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of that date in providing a reasonable level of assurance that information we are required to disclose in reports we file or furnish under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods in SEC rules and forms. Further, our disclosure controls and procedures were effective in providing a reasonable level of assurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
11
PART II
OTHER INFORMATION
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.
Not required under the reduced disclosure format.
Item 3. Defaults Upon Senior Securities.
Not required under the reduced disclosure format.
Item 4. Submission of Matters to a Vote of Security Holders.
Not required under the reduced disclosure format.
Item 5. Other Information.
(a) | None. | |||
(b) | Because all of the Companys outstanding common stock is held indirectly by Assurant, Inc., the Company does not file a Schedule 14A and has not adopted any procedures by which security holders may recommend nominees to the registrants board of directors. |
Item 6. Exhibits
The following exhibits either (a) are filed with this report or (b) have previously been filed with the SEC and are incorporated herein by reference to those prior filings. Exhibits are available upon request at the investor relations section of our website, located at www.assurant.com.
10.1
|
Assurant Long Term Incentive Plan (ALTIP). (incorporated by reference from Assurant, Inc.s Form 8-k filed April 13, 2005) | |
10.2
|
Amended and Restated Revolving Credit Agreement dated April 29, 2005 by and among Assurant, Inc., as the borrower, certain banks and financial institutions, as the lenders, and arranged by J.P. Morgan Securities Inc. and Citigroup Global Markets, Inc. | |
31.1
|
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer. | |
31.2
|
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer. | |
32.1
|
Certification of Chief Executive Officer of First Fortis Life Insurance Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2
|
Certification of Chief Financial Officer of First Fortis Life Insurance Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on May 16, 2005.
FIRST FORTIS LIFE INSURANCE COMPANY | ||
By: /s/ Lance R. Wilson | ||
Name: Lance R. Wilson | ||
Title: President and Chief Executive | ||
Officer (Principal Executive | ||
Officer) | ||
By: /s/ Ranell M. Jacobson | ||
Name: Ranell M. Jacobson | ||
Title: Treasurer |
13