-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NWRSgndG3DpFTJ4lPtmhFVEVXWVfm2xC6y+sltNyHnKhPROukh+X8/eUeiWYRirf KXHAJHu+Lq8DfLL1y7XxgA== 0000277269-96-000016.txt : 19961118 0000277269-96-000016.hdr.sgml : 19961118 ACCESSION NUMBER: 0000277269-96-000016 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961114 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FARM FAMILY MUTUAL INSURANCE CO CENTRAL INDEX KEY: 0000277269 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 141415410 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 002-57299 FILM NUMBER: 96664516 BUSINESS ADDRESS: STREET 1: 344 ROUTE 9W CITY: GLENMONT STATE: NY ZIP: 12077 BUSINESS PHONE: 5184369751 MAIL ADDRESS: STREET 1: 344 ROUTE 9W CITY: GLENMONT STATE: NY ZIP: 12077 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 1996 Commission File No. 2-57299 FARM FAMILY CASUALTY INSURANCE COMPANY A New York Corporation IRS No. 14-1415410 344 Route 9W, Glenmont, New York 12077-2910 Registrant's telephone number: (518) 431-5000 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 The number of shares outstanding of the issuer's common stock as of November 14, 1996 is 2,253,878. FARM FAMILY CASUALTY INSURANCE COMPANY INDEX Part I. Financial Information Item 1. Financial Statements of Farm Family Casualty Insurance Company (unaudited) Consolidated Balance Sheets December 31, 1995 and September 30, 1996 Consolidated Statements of Income - Three months and nine months ended September 30, 1995 and 1996 Consolidated Statements of Cash Flow - Nine months ended September 30, 1995 and 1996 Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Part II. Other Information Item 6. Exhibits and Reports on Form 8-K ITEM 1. FARM FAMILY CASUALTY INSURANCE COMPANY & SUBSIDIARY Consolidated Balance Sheets ($ in thousands)
(Unaudited) December 31, September 30, 1995 1996 ASSETS Investments Fixed Maturities Available for sale, at fair value (Amortized cost: $171,694 in 1995 and $195,918 in 1996 ) $181,189 $197,713 Held to maturity, at amortized cost (Fair value: $13,100 in 1995 and $10,224 in 1996) 12,386 10,057 Equity securities Available for sale, at fair value (Cost: $334 in 1995 and $2,536 in 1996) 4,746 7,154 Mortgage loans 1,822 1,765 Other invested assets 1,246 833 Short-term investments 6,532 9,062 -------- -------- Total investments 207,921 226,584 Cash 2,410 3,934 Insurance receivables: Reinsurance receivables 13,773 10,314 Premiums receivable 21,791 25,434 Deferred acquisition costs 10,527 11,299 Accrued investment income 4,260 4,161 Federal income taxes recoverable 448 - Deferred income tax asset, net - 2,592 Prepaid reinsurance premiums 1,864 2,107 Receivable from affiliates, net 13,860 13,291 Other assets 1,434 1,724 -------- -------- Total Assets $278,288 $301,440 ======== ======== LIABILITIES AND STOCKHOLDER'S EQUITY Liabilities: Reserves for losses and loss adjustment expenses 137,978 138,090 Unearned premium reserve 52,799 58,451 Reinsurance premiums payable 2,635 975 Accrued expenses and other liabilities 7,788 7,951 Debt 2,707 1,309 Deferred income tax liability, net 217 - -------- -------- Total liabilities 204,124 206,776 -------- -------- Commitments and contingencies Stockholder's equity: Common Stock - 3,606 Additional Paid in Capital - 85,533 Retained earnings 65,284 1,280 Net unrealized investment gains 8,998 4,363 Minimum pension liability adjustment (118) (118) -------- -------- Total stockholder's equity 74,164 94,664 -------- -------- Total Liabilities and Stockholder's Equity $278,288 $301,440 ======== ======== See accompanying notes to Consolidated Financial Statements.
FARM FAMILY CASUALTY INSURANCE COMPANY & SUBSIDIARY Consolidated Statements of Income ($ in thousands)
(Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 1995 1996 1995 1996 -------- -------- -------- -------- Revenues: Premiums $29,958 $33,015 $87,021 $96,881 Net investment income 3,692 3.989 10,701 11,492 Realized investment gains (losses), net 306 (102) 198 (25) Other income 189 219 580 689 -------- -------- -------- -------- Total revenues 34,145 37,121 98,500 109,037 -------- -------- -------- -------- Losses and Expenses: Losses and loss adjustment expenses 20,826 23,089 61,491 71,842 Underwriting expenses 8,774 9,075 25,184 27,042 Interest expense 54 33 162 141 Dividends to policyholders 43 43 134 156 -------- -------- -------- -------- Total losses and expenses 29,697 32,240 86,971 99,181 -------- -------- -------- -------- Income before federal income tax expense and extraordinary item 4,448 4,881 11,529 9,856 Federal income tax expense 1,275 1,495 3,328 3,114 -------- -------- -------- -------- Income before extraordinary item $3,173 $3,386 $8,201 $6,742 Extraordinary item - demutualization expense - 126 - 1,543 -------- -------- -------- -------- Net Income $3,173 $3,260 $8,201 $5,199 ======== ======== ======== ======== See accompanying notes to Consolidated Financial Statements.
FARM FAMILY CASUALTY INSURANCE COMPANY & SUBSIDIARY Consolidated Statements of Cash Flows ($ in thousands)
For the Nine Month Period Ended September 30, 1995 1996 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $8,201 $5,199 Adjustments to reconcile net income to net cash provided by operating activities: Realized investment (gains) losses (198) 25 Amortization of bond discount 41 99 Deferred income taxes (665) (313) Extraordinary item - demutualization expense - 1,543 Changes in: Reinsurance receivables 1,442 3,459 Premiums receivable (6,097) (3,643) Deferred acquisition costs (2,375) (772) Accrued investment income 501 99 Federal income taxes recoverable 899 448 Prepaid reinsurance premiums (247) (243) Receivable from affiliates (2,997) 569 Other assets 463 (289) Reserves for losses and loss adjustment expenses 6,490 112 Unearned premium reserve 6,789 5,652 Reinsurance premiums payable (796) (1,660) Accrued expenses and other liabilities 516 164 Capital Contribution - 1995 Demutualization Expenses - 394 -------- -------- Total adjustments 3,766 5,644 Net cash provided by operating activities before extraordinary item $11,967 $10,843 Extraordinary item - demutualization expense - (1,543) -------- -------- Net cash provided by operating activities $11,967 $9,300 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sales: Fixed maturities available for sale 21,983 5,450 Equity securities - 144 Investment collections: Fixed maturities available for sale 10,283 7,238 Fixed maturities held to maturity 292 2,289 Mortgage loans 50 57 Investment purchases: Fixed maturities available for sale (43,825) (36,924) Equity securities - (1,903) Change in short-term investments, net (2,239) (2,531) Change in other invested assets 405 259 -------- -------- Net cash used in investing activities ($13,051) ($25,921) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Capital contribution - 18,171 Principal payments on debt (39) (26) -------- -------- Net cash used in financing activities ($39) $18,145 -------- -------- Net increase (decrease) in cash (1,123) 1,524 Cash, beginning of period 4,507 2,410 -------- -------- Cash, end of period $3,384 $3,934 ======== ======== See accompanying notes to Consolidated Financial Statements.
Notes to Consolidated Financial Statements - ------------------------------------------ 1. Summary of Significant Accounting Policies The accompanying consolidated financial statements include the accounts of Farm Family Casualty Insurance Company and its wholly owned subsidiary, Rural Agency & Brokerage, Inc. (collectively referred to as the "Company"). On July 26, 1996, Farm Family Mutual Insurance Company converted from a mutual property and casualty insurance company to a stockholder owned property and casualty insurance company and became a wholly owned subsidiary of Farm Family Holdings, Inc. pursuant to a Plan of Reorganization and Conversion. In addition, Farm Family Mutual Insurance Company was renamed Farm Family Casualty Insurance Company. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. In the opinion of management, these statements contain all adjustments including normal recurring accruals, which are necessary for a fair presentation of the consolidated financial position at September 30, 1996, and the consolidated results of operations for the periods ended September 30, 1995 and 1996. The results of the Company's operations for any interim period are not necessarily indicative of the results of the Company's operations for a full fiscal year. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. General - ------- On July 26, 1996, Farm Family Mutual Insurance Company converted from a mutual property and casualty insurance company to a stockholder owned property and casualty insurance company and became a wholly owned subsidiary of Farm Family Holdings, Inc. pursuant to a Plan of Reorganization and Conversion (the "Plan"). In addition, Farm Family Mutual Insurance Company was renamed Farm Family Casualty Insurance Company. Farm Family Casualty Insurance Company (the "Casualty Company") is a specialized property and casualty insurer of farms, other generally related businesses and residents of rural and suburban communities principally in the Northeastern United States. The Casualty Company provides property and casualty insurance coverages to members of the state Farm Bureau organizations in New York, New Jersey, Delaware, West Virginia and all of the New England states. In addition, the Company's wholly owned subsidiary, Rural Agency and Brokerage, Inc. ("Rural Agency"), places insurance coverages not underwritten by the Casualty Company for the Casualty Company's policyholders. The Casualty Company and Rural Agency are collectively referred to herein as "the Company". The operations of the Casualty Company are also closely related with those of its affiliates, Farm Family Life Insurance Company (the "Life Company") and the Life Company's wholly owned subsidiary, United Farm Family Insurance Company. On July 26, 1996, pursuant to the Plan the Casualty Company issued 2,253,878 shares of its common stock, representing all of its issued and outstanding common stock, to Farm Family Holdings, Inc. The Company's premium revenue is a function of changes in average premium per policy and the growth in the number of policies. Premium rates are regulated by the state insurance departments in the states in which the Company operates. Membership in the Farm Bureau organizations is a prerequisite for voluntary insurance coverage (except for employees of the Company and its affiliates). Associate Farm Bureau memberships are generally available for an annual fee to persons not engaged in agricultural businesses. The Company's operating results are subject to significant fluctuations from period to period depending upon, among other factors, the frequency and severity of losses from weather related and other catastrophic events, the effect of competition and regulation on the pricing of products, changes in interest rates, general economic conditions, tax laws and the regulatory environment. As a condition of its license to do business in various states, the Company is required to participate in a variety of mandatory residual market mechanisms (including mandatary pools) which provide certain insurance (most notably automobile insurance) to consumers who are otherwise unable to obtain such coverages from private insurers. In all such states, residual market premium rates are subject to the approval of the state insurance department and have generally been inadequate. The amount of future losses or assessments from residual market mechanisms cannot be predicted with certainty and could have a material adverse effect on the Company's results of operations. For the nine month periods ended September 30, 1996 and 1995, 38.7% and 39.1%, respectively, of the Company's direct written premiums were derived from policies written in New York and, for the same periods, 22.4% and 20.7%, respectively, were derived from policies written in New Jersey. For these same periods, no other state accounted for more than 10.0% of the Company's direct written premiums. As a result, the Company's results of operations may be significantly affected by weather conditions, catastrophic events and regulatory developments in these two states and in the Northeastern United States generally. The Special Farm Package is a flexible, multi-line package of insurance coverage which the Company regards as its "flagship" product. For the nine month periods ended September 30, 1996 and 1995, 24.5% and 24.9%, respectively, of the Company's direct written premiums were derived from the Special Farm Package product. The Company concentrates on the Special Farm Package and its other established major product lines and, increasingly, on its businessowners and homeowners products. It generally does not pursue the development of products with risk profiles with which it is not familiar, nor does it, typically, actively market its automobile, workers' compensation or general liability policies except to policyholders who may also purchase its Special Farm Package, businessowners or homeowners products. The following Results of Operations include the operations of the Casualty Company and Rural Agency. Results of Operations - --------------------- The Three Month Period Ended September 30, 1996 Compared to the Three Month Period Ended September 30, 1995 Premiums - -------- Premium revenue increased $3.1 million or 10.2%, during the three month period ended September 30, 1996 to $33.0 million from $29.9 million for the same period in 1995. The increase in premium revenue in 1996 resulted from an increase of $2.5 million in earned premiums on additional business directly written by the Company, a decrease of $0.5 million in earned premiums retained by the Company and not ceded to reinsurers and an increase of $0.1 million in earned premiums assumed. The $2.5 million increase in earned premiums on additional business directly written by the Company was primarily attributable to an increase of $2.5 million, or 8.9%, in earned premiums from the Company's primary products (personal and commercial automobile products other than assigned risk business, the Special Farm Package, businessowners products, homeowners products, and Special Home Package) which was partially offset by a decrease of $0.3 million in earned premiums from the Company's assigned risk business. The number of policies in force related to the Company's primary products increased by 7.4% to approximately 111,400 as of September 30, 1996 from approximately 103,700 as of September 30, 1995 and the average premium earned for each such policy increased by 1.4% during the three month period ended September 30, 1996 compared to the same period in 1995. Net Investment Income - --------------------- Net investment income increased $0.3 million or 8.0% to $4.0 million for the three month period ended September 30, 1996 from $3.7 million for the same period in 1995. The increase in net investment income was primarily the result of an increase in average cash and invested assets (at amortized cost) of approximately $32.8 million, or 17.1% from September 30, 1996 compared to September 30, 1995. The increase in average cash and invested assets was primarily attributable to the capital contribution of $18.2 million received in July 1996 from the Casualty Company's parent, Farm Family Holdings, Inc. The return realized on the Company's cash and investments was 7.5% for the three month period ended September 30, 1996 and 7.6% for the same period in 1995. Net Realized Investment Gains (Losses) - -------------------------------------- Net realized investment losses were $102,000 for the three month period ended September 30, 1996 compared to a gain of $306,000 for the same period in 1995. Losses and Loss Adjustment Expenses - ----------------------------------- Losses and loss adjustment expenses increased $2.2 million, or 10.9%, to $23.0 million for the three month period ended September 30, 1996 from $20.8 million for the same period in 1995. Loss and loss adjustment expenses were 69.9% of premium revenue for the three month period ended September 30, 1996 compared to 69.5% of premium revenue for the same period in 1995. Losses believed to be storm and weather related aggregated $0.7 million in the three month period ended September 30, 1996 compared to $1.3 million for the same period in 1995. Underwriting Expenses - --------------------- Underwriting expenses increased $0.3 million, or 3.4%, to $9.1 million for the three month period ended September 30, 1996 from $8.8 million for the same period in 1995. For the three month period ended September 30, 1996, underwriting expenses were 27.5% of premium revenue compared to 29.3% in 1995. The reduction in the underwriting expense ratio was primarily attributable to a smaller relative increase in overhead expenses than in premium revenue for the period. Federal Income Tax Expense - -------------------------- Federal income tax expense increased $0.2 million to $1.5 million in 1996 from $1.3 million in 1995. Federal income tax expense was 30.6% of income before federal income tax expense for the three month period ended September 30, 1996 compared to 28.7% for the same period in 1995. Income Before Extraordinary Item - -------------------------------- Income before extraordinary item increased $0.2 million or 6.7% to $3.4 million for the three month period ended September 30, 1996 compared to $3.2 million for the same period in 1995 primarily as a result of the foregoing factors. Net Income - ---------- Net income increased $0.1 million to $3.3 million for the three month period ended September 30, 1996 from $3.2 million for the same period in 1995 primarily as a result of foregoing factors despite the impact of $0.1 million of expenses related to the demutualization of the Company which the Company has identified as an extraordinary item. The Nine Month Period Ended September 30, 1996 Compared to the Nine Month Period Ended September 30, 1995 Premiums - -------- Premium revenue increased $9.9 million or 11.3%, during the nine month period ended September 30, 1996 to $96.9 million from $87.0 million for the same period in 1995. The increase in premium revenue in 1996 resulted from an increase of $8.2 million in earned premiums on additional business directly written by the Company and an increase of $1.8 million in earned premiums retained by the Company and not ceded to reinsurers, which was partially offset by a decrease of $0.1 million in earned premiums assumed. The $8.2 million increase in earned premiums on additional business directly written by the Company was primarily attributable to an increase of $7.1 million, or 8.9%, in earned premiums from the Company's primary products (personal and commercial automobile products other than assigned risk business, the Special Farm Package, businessowners products, homeowners products, and Special Home Package) and to an increase of $0.6 million in earned premiums on the Company's workers compensation business. The number of policies in force related to the Company's primary products increased by 7.4% to approximately 111,400 as of September 30, 1996 from approximately 103,700 as of September 30, 1995 and the average premium earned for each such policy increased by 1.4% during the nine month period ended September 30, 1996 compared to the same period in 1995. The $1.8 million increase in earned premiums retained by the Company was primarily the result of a change in the terms of certain of the Company's reinsurance agreements pursuant to which earned premiums ceded by the Company was slightly reduced. Net Investment Income - --------------------- Net investment income increased $0.8 million or 7.4% to $11.5 million for the nine month period ended September 30, 1996 from $10.7 million for the same period in 1995. The increase in net investment income was primarily the result of an increase in cash and investments of approximately $32.8 million, or 17.1% primarily as a result of a capital contribution of $18.2 million received in July 1996 from the Casualty Company's parent, Farm Family Holdings, Inc. The return realized on the Company's cash and invested assets was 7.3% for the nine month period ended September 30, 1996 and 7.5% for the same period in 1995. Net Realized Investment Gains (Losses) - -------------------------------------- Net realized investment losses were $25,000 for the nine month period ended September 30, 1996 compared to a gain of $198,000 for the same period in 1995. Losses and Loss Adjustment Expenses - ----------------------------------- Losses and loss adjustment expenses increased $10.4 million, or 16.8%, to $71.8 million for the nine month period ended September 30, 1996 from $60.5 million for the same period in 1995. Loss and loss adjustment expenses were 74.2% of premium revenue for the nine month period ended September 30, 1996 compared to 70.7% of premium revenue for the same period in 1995. The increase in the loss and loss adjustment expense ratio was primarily attributable to the frequency of weather related losses in the Northeastern United States during the three months ended March 31, 1996. Losses believed to be storm and weather related aggregated $9.4 million in nine month period ended September 30, 1996 compared to $3.4 million for the same period in 1995. Underwriting Expenses - --------------------- Underwriting expenses increased $1.8 million, or 7.4%, to $27.0 million for the nine month period ended September 30, 1996 from $25.2 million for the same period in 1995. For the nine month period ended September 30, 1996, underwriting expenses were 27.9% of premium revenue compared to 28.9% in 1995. The reduction in the Company's underwriting expense ratio was primarily attributable to a smaller relative increase in overhead expenses than in premium revenue for the period. Federal Income Tax Expense - -------------------------- Federal income tax expense decreased $0.2 million to $3.1 million in 1996 from $3.3 million in 1995. Federal income tax expense was 31.6% of income before federal income tax expense for the nine month period ended September 30, 1996 compared to 28.9% for the same period in 1995. Income Before Extraordinary Item - -------------------------------- Income before extraordinary item decreased $1.5 million to $6.7 million for the nine month period ended September 30, 1996 compared to $8.2 million for the same period in 1995 primarily as a result of the foregoing factors. Net Income - ---------- Net income decreased $3.0 million to $5.2 million for the nine month period ended September 30, 1996 from $8.2 million for the same period in 1995 primarily as a result of the foregoing factors and the impact of $1.5 million of expenses related to the demutualization of the Company which the Company has identified as an extraordinary item. Liquidity and Capital Resources - ------------------------------- Net cash provided by operating activities was $9.3 million and $12.0 million during the nine month periods ended September 30, 1996 and 1995, respectively. The decrease in net cash provided by operating activities during the nine month period ended September 30, 1996 was primarily attributable to the decrease in net income and an increase in payments for losses and loss adjustment expenses. Net cash used in investing activities was $25.9 million and $13.1 million during the nine month periods ended September 30, 1996 and 1995, respectively primarily as a result of a reduction in the proceeds on the maturities and sales of fixed maturities. Net cash provided by financing activities increased $18.1 million for the nine month period ended September 30, 1996 compared to the same period in 1995 primarily as a result of a capital contribution from the Casualty Company's parent, Farm Family Holdings, Inc. of $18.2 million. The Casualty Company has in place an unsecured line of credit with Key Bank of New York under which it may borrow up to $2.0 million. At September 30, 1996, no amounts were outstanding on this line of credit, which has an annual interest rate equal to the bank's prime rate. In addition, at September 30, 1996, the Casualty Company had $1.3 million of surplus notes outstanding. The surplus notes bear interest at the rate of eight percent per annum and have no maturity date. The principal and interest on the surplus notes are repayable only with the approval of the Superintendent of Insurance of New York State. Item 6. Exhibits and Reports on Form 8-K A report on Form 8-K was filed on July 22, 1996 reporting a press release issued by Farm Family Holdings, Inc. announcing an initial public offering of 2.47 million shares of its common stock at a price of $16.00 per share. No financial statements were filed with the Form 8-K. Pursuant to the requirements 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. FARM FAMILY CASUALTY INSURANCE COMPANY (Registrant) November 14, 1996 /s/ Philip P. Weber - ------------------------- ---------------------------------------------------- (Date) Philip P. Weber, President & Chief Executive Officer (Principal Administrative Officer) November 14, 1996 /s/ Timothy A. Walsh - ------------------------- ---------------------------------------------------- (Date) Timothy A. Walsh, Senior Vice President - Finance (Principal Financial Officer) EX-27 2
7 0000277269 FARM FAMILY CASUALTY INSURANCE COMPANY 1,000 9-MOS DEC-31-1996 SEP-30-1996 197,713 10,057 10,224 7,154 1,765 0 226,584 3,934 10,314 11,299 301,440 138,090 58,451 7,951 86,813 1,309 3,606 0 0 4,245 301,440 96,881 11,492 (25) 689 71,842 27,042 0 9,856 3,114 6,742 0 1,543 0 5,199 0 0 109,326 71,685 153 33,167 34,984 113,013 0
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