-----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, UBvDka26R8PKn3yLg2/6PoyWEOCtN5nma8oBGth3MJGXyftw/gnOQ0uNNIFop0pe yCEZ99uO73paMGelnOMOJw== /in/edgar/work/0000912057-00-031583/0000912057-00-031583.txt : 20000713 0000912057-00-031583.hdr.sgml : 20000713 ACCESSION NUMBER: 0000912057-00-031583 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRIS GROUP INC CENTRAL INDEX KEY: 0000798085 STANDARD INDUSTRIAL CLASSIFICATION: [6351 ] IRS NUMBER: 330097221 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-15196 FILM NUMBER: 671490 BUSINESS ADDRESS: STREET 1: 650 TOWN CENTER DR STE 1600 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145491600 MAIL ADDRESS: STREET 1: 650 TOWN CENTER DRIVE STREET 2: STE 1600 CITY: COSTA MESA STATE: CA ZIP: 92626-1925 FORMER COMPANY: FORMER CONFORMED NAME: US FACILITIES CORP DATE OF NAME CHANGE: 19920703 11-K 1 a11-k.txt 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark one) /X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 OR / / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-20766 THE CENTRIS GROUP, INC. EMPLOYEE SAVINGS PLAN THE CENTRIS GROUP, INC. (Name of Issuer of the securities held pursuant to the Plan) 13403 NORTHWEST FREEWAY HOUSTON, TEXAS 77040 (Address of principal executive offices) (713) 690-7300 (Registrant's telephone number, including area code) ------------ REQUIRED INFORMATION 1. Audited Statement of Net Assets Available for Benefits as of December 31, 1999 and 1998. Incorporated by reference to The Centris Group, Inc. Employee Savings Plan Financial Statements and Supplemental Schedules attached hereto as Exhibit 99.1. 2. Audited Statement of Changes in Net Assets Available to Benefits for the years ended December 31, 1999. Incorporated by reference to The Centris Group, Inc. Employee Savings Plan Financial Statements and Supplemental Schedules attached hereto as Exhibit 99.1. 3. Notes to Financial Statements. Incorporated by reference to The Centris Group, Inc. Employee Savings Plan Financial Statements and Supplemental Schedules attached hereto as Exhibit 99.1. 4. Schedule 1 -- Schedule of Assets Held for Investment purposes as of December 31, 1999. Incorporated by reference to The Centris Group, Inc. Employee Savings Plan Financial Statements and Supplemental Schedules attached hereto as Exhibit 99.1. 5. Schedule 2 -- Schedule of Nonexempt Transactions for the year ended December 31, 1999. Incorporated by reference to The Centris Group, Inc. Employee Savings Plan Financial Statements and Supplemental Schedules attached hereto as Exhibit 99.1. EXHIBITS - --------
Exhibit Description ------- ----------- 23.1 Consent of KPMG LLP 99.1 The Centris Group, Inc. Employee Savings Plan Financial Statements and Supplemental Schedules
SIGNATURES THE PLAN Pursuant to the requirements of the Securities Exchange Act of 1934, the administrator of The Centris Group, Inc. Employee Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Houston, State of Texas, on the _____ day of July, 2000. THE CENTRIS GROUP, INC. EMPLOYEE SAVINGS PLAN By: The Centris Group, Inc., Administrator By: /s/ L. Edward Tuffly --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ EX-23.1 2 ex-23_1.txt EXHIBIT 23.1 The Board of Directors The Centris Group, Inc.: We consent to incorporation by reference in the registration statement (No. 33-46841) on Form S-8 of The Centris Group, Inc. of our report June 23, 2000, relating to the statements of net assets available for Plan benefits of The Centris Group, Inc. Employees' Savings Plan as of December 31, 1999 and 1998, the related statements of changes in net assets available for Plan benefits for the years then ended and related schedules as of and for the year ended December 31, 1999, which report appears in the December 31, 1999 Annual Report on Form 11-K of The Centris Group, Inc. Los Angeles, California July 11, 2000 EX-99.1 3 ex-99_1.txt EXHIBIT 99.1 THE CENTRIS GROUP, INC. EMPLOYEES' SAVINGS PLAN Financial Statements and Schedules December 31, 1999 and 1998 (With Independent Auditors' Report Thereon) 10796 THE CENTRIS GROUP, INC. EMPLOYEES' SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
PAGE Independent Auditors' Report 1 Statements of Net Assets Available for Plan Benefits as of December 31, 1999 and 1998 2 Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 1999 and 1998 3 Notes to Financial Statements 4 SUPPLEMENTAL SCHEDULES 1 - Schedule of Assets Held for Investment Purposes at End of Year 8 2 - Schedule of Nonexempt Transactions 9
All other schedules are omitted because they are not applicable or not required based on disclosure requirements of the Employee Retirement Income Security Act of 1974 and regulations issued by the Department of Labor. INDEPENDENT AUDITORS' REPORT The Board of Directors The Centris Group, Inc.: We have audited the accompanying statements of net assets available for Plan benefits of The Centris Group, Inc. Employees' Savings Plan (the Plan) as of December 31, 1999 and 1998 and the related statements of changes in net assets available for Plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As further discussed in note 1 to the financial statements, the Board of Directors of The Centris Group, Inc., the Plan's sponsor, voted on December 3, 1999 to terminate the Plan. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for Plan benefits of the Plan as of December 31, 1999 and 1998 and the changes in net assets available for Plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules; SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR and SCHEDULE OF NONEXEMPT TRANSACTIONS are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. Los Angeles, California June 23, 2000 THE CENTRIS GROUP, INC. EMPLOYEES' SAVINGS PLAN Statements of Net Assets Available for Plan Benefits December 31, 1999 and 1998
ASSETS 1999 1998 -------------- -------------- Investments: Putnam Asset Allocation - Growth Portfolio $ 1,016,779 995,694 Putnam International Growth Fund 824,966 652,064 Putnam New Opportunities Fund 1,936,620 1,435,305 Putnam Asset Allocation - Conservative Portfolio 182,693 93,547 Putnam Diversified Income Trust 365,531 517,067 The Centris Group, Inc. Common Stock -- 1,158,204 Putnam Voyager Fund 2,004,490 1,362,404 Participant Loans 297,916 268,396 Putnam Fund for Growth and Income 35,756 -- Putnam Stable Value Fund 1,885,727 1,464,672 Other -- 1,849 -------------- -------------- 8,550,478 7,949,202 Receivables: Receivable from conversion of Centris Common Stock 400,821 -- Accrued interest receivable due from Plan Sponsor resulting from DOL settlement 23,437 -- -------------- -------------- Net assets available for Plan benefits $ 8,974,736 7,949,202 ============== ==============
See accompanying notes to financial statements. 4 THE CENTRIS GROUP, INC. EMPLOYEES' SAVINGS PLAN Statements of Changes in Net Assets Available for Plan Benefits Years ended December 31, 1999 and 1998
1999 1998 -------------- -------------- Additions to net assets attributed to: Investment income: Interest and dividends $ 621,062 328,503 Net appreciation of fair value of investments 1,958,981 285,816 Accrued interest resulting from DOL settlement 23,437 -- -------------- -------------- 2,603,480 614,319 -------------- -------------- Contributions: Employer 765,940 1,046,477 Participants 528,914 593,559 -------------- -------------- 1,294,854 1,640,036 -------------- -------------- Total additions 3,898,334 2,254,355 Deductions from net assets attributed to benefits paid to participants (2,872,800) (567,077) -------------- -------------- Net increase 1,025,534 1,687,278 Net assets available for Plan benefits: Beginning of year 7,949,202 6,261,924 -------------- -------------- End of year $ 8,974,736 7,949,202 ============== ==============
See accompanying notes to financial statements. 5 (1) DESCRIPTION OF PLAN (a) GENERAL The Centris Group, Inc. Employees' Savings Plan (the Plan) is a defined contribution 401(k) plan sponsored by The Centris Group, Inc. (the Company), which became effective January 1, 1989 and was amended on December 31, 1997 and December 16, 1998. Putnam Fiduciary Trust Company is trustee of the Plan. There is a Plan administrative committee consisting of three employees of the Company. In 1997, all employees were eligible to participate in the Plan on the first day of the calendar quarter following completion of one year of service as an employee with the Company and attainment of age 21. On December 31, 1997, the time of service requirement to participate in the Plan was changed from one year of service to three months of service. On December 16, 1998, the eligibility age was changed to 18. After becoming eligible, employees may participate until retirement, disability or termination from the Company. The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974 (ERISA); however, benefits under the Plan are not eligible for Plan termination insurance provided by the Pension Benefit Guaranty Corporation under Title IV of ERISA. Participants should refer to the Plan Document for a more complete description of the Plan. (b) PLAN TERMINATION On December 3, 1999, the Company's Board of Directors passed a resolution terminating the Plan as of December 18, 1999 as a requirement of the merger of the Company with HCC Insurance Holdings, Inc. (HCC). An application for approval of the termination of the Plan has been filed with the Internal Revenue Service. Once Internal Revenue Service approval is received, the net assets will be distributed to participants. Participants will have a choice of options regarding these distributions. Participants may elect either an annuity, lump-sum payment, IRA rollover or direct transfer into another plan. Each participant's interest in their employer matching account affected by the termination or discontinuance is fully vested on December 18, 1999. (c) TRUST FUND The Trustee exercises discretionary authority in transactions involving purchases and sales within the various funds. (d) CONTRIBUTIONS AND FORFEITURES Participants in the Plan are permitted to invest contributions in one or a combination of nine mutual funds, in addition to The Centris Group, Inc. Common Stock. Participants can contribute up to 15% of their annual compensation on a pretax basis, subject to federal limitations, which was $10,000 in both 1999 and 1998. The Company matches 100% of participant contributions, to a maximum of 6% of annual compensation. Participants select the fund in which matching contributions are invested. Forfeitures result from participants who terminated prior to fully vesting in the employer contributions. Forfeitures were used to reduce the actual matching contribution of the Company or to pay expenses of the Plan and amounted to $45,771 and $73,429 in 1999 and 1998, respectively. 6 (e) PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution, an allocation of the Company's matching contribution and Plan earnings. Earnings are allocated to participants based upon the proportion of the participant's account balance to the total account balance for each fund within the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. (f) VESTING Employee contributions to the Plan and earnings thereon are fully vested when contributed or earned. Employer contributions to the participants' accounts vested ratably over a five-year period after two years of service until December 18, 1999, when all amounts became fully vested. (g) PAYMENT OF BENEFITS On termination of service due to death, disability or retirement, a participant or beneficiary may elect to receive either a lump-sum amount equal to 100% of the value of the participant's interest in his or her account, or annual installments over a period not to exceed the life expectancy of the participant or designated beneficiary. If the value of the participant's interest in his or her account at the date of termination is not over $3,500, and was never over $3,500 at the date of any prior distribution, a single lump-sum payment is made. (h) PARTICIPANT LOANS FUND Participants may borrow from a minimum of $1,000 up to a maximum of the lesser of $50,000 reduced by the highest unpaid loan balance during the preceding 12 months, or 50% of their vested account balance. Loan terms range from 1 to a maximum of 5 years and are payable in full in the event of termination. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined quarterly by the Plan administrators. Interest rates on existing loans range from 8.50% to 9.75%. Principal and interest are paid ratably through payroll deductions. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) BASIS OF PRESENTATION The financial statements of the Plan are prepared under the accrual method of accounting. The December 31, 1999 financial statements are prepared on the liquidation basis of accounting as a result of the Company's decision to terminate the Plan and to stop accruing benefits, however, this change in accounting had no impact on the carrying values of the Plan's investments. (b) INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's investments are stated at the estimated fair market value except for insurance company investment contracts, which are stated at contract value. Contract value is equal to the liquidation value for such investment contracts. The estimated fair value of these investments is determined from quoted market prices. Participant loans are stated at their outstanding principal balance, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Realized gains and losses from security transactions are reported under the average-cost method. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. (c) PAYMENTS OF BENEFITS Benefits are recorded when paid. 7 (d) USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles 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 changes in net assets during the reporting period. Actual results could differ from those estimates. (e) RECLASSIFICATIONS Certain reclassifications of the prior year's reported amounts have been made to conform to the current year's reporting format. (3) PLAN INVESTMENTS Descriptions of the investment funds currently available under the Plan, including The Centris Group, Inc. Common Stock, are as follows: - PUTNAM ASSET ALLOCATION - GROWTH PORTFOLIO - This fund seeks capital appreciation, with current income as a secondary goal by allocating its investments between equity and fixed income class securities. - PUTNAM INTERNATIONAL GROWTH FUND - This fund seeks capital appreciation by investing primarily in equity securities of companies located in a country other than the United States. - PUTNAM NEW OPPORTUNITIES FUND - This fund aggressively seeks to provide long-term capital appreciation by investing principally in common stock of rapidly growing companies within dynamic economic sectors, which the fund's investment manager believes possess above-average, long-term growth potential. - PUTNAM ASSET ALLOCATION - CONSERVATIVE PORTFOLIO - This portfolio seeks to preserve principal and have some equity exposure to keep pace with inflation by allocating its investments between fixed income and equity class securities. - PUTNAM DIVERSIFIED INCOME TRUST - This fund seeks to provide high current income consistent with preservation of capital by allocating investments among three sectors of the fixed income securities markets: U.S. Government, High Yield and International. - THE CENTRIS GROUP, INC. COMMON STOCK - This fund is comprised of shares of common stock of The Centris Group, Inc. and money market instruments. The objective of this fund is long-term capital growth. - PUTNAM VOYAGER FUND - This fund seeks capital appreciation by investing primarily in common stocks of companies that the fund's investment manager believes have potential for capital appreciation which is significantly greater than that of the market averages. - PUTNAM FUND FOR GROWTH AND INCOME - This fund seeks to provide capital growth and current income by investing primarily in common stocks of companies that the fund's investment manager believes offers the potential for capital growth while also providing current income. - PUTNAM INTERMEDIATE U.S. GOVERNMENT INCOME - This fund seeks to provide high current income consistent with preservation of capital by investing primarily in bonds that are obligations of the U.S. government and its agencies or instrumentalities, having short- to intermediate-term maturities (1 - 10 years). 8 - PUTNAM STABLE VALUE FUND - This fund seeks to preserve principal and achieve high current income through a diversified portfolio of high-quality investment contracts. All interest and dividends received from each investment fund are automatically reinvested in their respective investment fund. (4) COMMITMENTS AND RECONCILIATION TO FORM 5500 Net assets available for Plan benefits include $495,701 and $736,092 at December 31, 1999 and 1998, respectively, allocated to the accounts of persons who had requested distribution of their accounts at those respective dates but for which funding was not accomplished until subsequent to year end. Such amounts are shown as liabilities of the Plan in Form 5500, Annual Return/Report of Employee Benefit Plan, filed with the Department of Labor. (5) FEDERAL INCOME TAXES The Plan qualifies under the provisions of Sections 401(a) and 401(k) of the Internal Revenue Code and is exempt from federal income taxes under provisions of Section 501(a) of the Internal Revenue Code. The Company received a favorable determination letter on the Plan on May 22, 1998 from the Internal Revenue Service, and the Company believes that the Plan continues to qualify and operate as designed. (6) ADMINISTRATION COSTS Administration costs of the Plan were approximately $18,792 and $19,315 for the years ended December 31, 1999 and 1998, respectively, and were paid directly by the Company. (7) NONEXEMPT TRANSACTIONS There was an unintentional delay of six days by the Company in submitting March, 1999 employee deferrals in the amount of $104,527 to the trustee. The Company reimbursed the Plan for lost interest resulting from the delay in June of 1999. (8) REGULATORY MATTERS On February 28, 2000, the Department of Labor (DOL) issued a letter to the Plan Administrator with the findings from the DOL's review of the operations of the Plan during the period 1995 to 1999. The DOL identified selected situations where they believe that participant contributions were not deposited in the Plan's trust accounts on a timely basis. The Company disagrees with the DOL's interpretation of the timing requirements for the subject deposits, and , except as noted in note 7, has complied with the Internal Revenue Service guidelines for the timing of deposits. Nevertheless, in order to resolve its dispute with the DOL, the Company made an additional contribution of $23,437 to the Plan on June 29, 2000. The Plan has recorded this as an accrued interest receivable from the Plan Sponsor as of December 31, 1999. 9 SCHEDULE 1 THE CENTRIS GROUP, INC. EMPLOYEES' SAVINGS PLAN Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999
IDENTITY OF ISSUER CURRENT OR BORROWER DESCRIPTION OF INVESTMENTS VALUE - ---------------------------- ------------------------------------------------------- ------------------ Mutual Funds: Putnam Investments * Putnam Asset Allocation - Growth Portfolio $ 1,016,779 Putnam Investments * Putnam International Growth Fund 824,966 Putnam Investments * Putnam New Opportunities Fund 1,936,620 Putnam Investments * Putnam Asset Allocation - Conservative 182,693 Putnam Investments * Putnam Diversified Income Trust 365,531 Putnam Investments * Putnam Voyager Fund 2,004,490 Putnam Investments * Putnam Fund for Growth and Income 35,756 Putnam Investments * Putnam Stable Value Fund 1,885,726 Participant Loans Loans outstanding at year-end, interest rate ranging from 8.50% to 9.75% 297,916
* Party in interest. See accompanying independent auditors' report 10 Schedule 2 THE CENTRIS GROUP, INC. EMPLOYEES' SAVINGS PLAN Schedule of Nonexempt Transactions December 31, 1999
(h) (b) (f) Current (a) Description of Asset (c) (d) (e) Expense (g) Value of Asset (i) Identity of Party (Include Interest Rate and Purchase Selling Lease Incurred With Cost of On Transaction Net Gain or Involved Maturity in Case of a Loan) Price Price Rental Transaction Asset Date (Loss) - --------------------------- --------------------------- -------- ------- ------ ------------- ------- -------------- ----------- Centris Group, Inc. Plan Sponsor Employee contributions withheld from March 1999 payroll $104,527 N/A N/A N/A 104,527 105,223 (695) ======== ======= ====== ============= ======= ============== ===========
See accompanying independent auditors' report 11 -----END PRIVACY-ENHANCED MESSAGE-----