10-Q 1 y11876e10vq.htm FORM 10-Q FIRST FORTIS LIFE INSURANCE COMPANY
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-Q
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005
    OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from           to

Commission file number 033-71690
FIRST FORTIS LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
     
NEW YORK
(State or Other Jurisdiction
of Incorporation or Organization)
  13-2699219
(I.R.S. Employer
Identification No.)
     
     
308 MALTBIE STREET, SUITE 200
SYRACUSE, NEW YORK
  13204
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s 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 þ
     As of August 1, 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 QUARTERLY PERIOD ENDED JUNE 30, 2005
TABLE OF CONTENTS
             
Item       Page
Number       Number
 
  PART I        
 
  FINANCIAL INFORMATION        
1.
  FINANCIAL STATEMENTS     2  
 
  First Fortis Life Insurance Company Balance Sheets of at June 30, 2005 (Unaudited) and December 31, 2004     2  
 
  First Fortis Life Insurance Company Statements of Operations (Unaudited) for the three and six months ended June 30, 2005 and 2004     4  
 
  First Fortis Life Insurance Company Statements of Changes in Stockholder’s Equity from December 31, 2004 to June 30, 2005 (Unaudited)     5  
 
  First Fortis Life Insurance Company Statement of Cash Flows (Unaudited) for the six months ended June 30, 2005 and 2004     6  
 
  First Fortis Life Insurance Company Notes to the Financial Statement for the six months ended June 30, 2005 and 2004 (Unaudited)     7  
 
           
  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     10  
 
           
  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK *     12  
 
           
  CONTROLS AND PROCEDURES     12  
 
           
 
  PART II        
 
  OTHER INFORMATION        
 
           
  UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS*     13  
 
           
  DEFAULTS UPON SENIOR SECURITIES *     13  
 
           
  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS *     13  
 
           
  OTHER INFORMATION     13  
 
           
  EXHIBITS     13  
 
           
SIGNATURES     14  
 EX-31.1: CERTIFICATION
 EX-31.2: CERTIFICATION
 EX-32.1: CERTIFICATION
 EX-32.2: CERTIFICATION
 
*   Not required under reduced disclosure pursuant to General Instruction H(1) (a) and (b) of Form 10-Q

 


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First Fortis Life Insurance Company
Balance Sheets
At June 30, 2005 (Unaudited) and December 31, 2004
                 
    June 30,   December 31,
    2005   2004
    (in thousands except number of shares)
Assets
               
Investments:
               
Fixed maturities available for sale, at fair value (amortized cost — $116,205 in 2005 and $116,275 in 2004)
  $ 125,521     $ 125,201  
Equity securities available for sale, at fair value (cost — $8,832 in 2005 and $8,514 in 2004)
    8,789       8,571  
Commercial mortgage loans on real estate at amortized cost
    11,734       9,125  
Policy loans
    90       80  
Short-term investments
    468       4,575  
Other investments
    3,309       3,565  
 
               
Total investments
    149,911       151,117  
Cash and cash equivalents
    4,384       5,360  
Premiums and accounts receivable, net
    5,562       4,858  
Reinsurance recoverables
    96,934       93,607  
Due from affiliates
    330       582  
Accrued investment income
    1,623       1,701  
Tax receivable
    359       1,250  
Deferred acquisition costs
    1,137       1,123  
Deferred income taxes, net
    903       1,481  
Goodwill
    2,038       2,038  
Other assets
    87       95  
Assets held in separate accounts
    29,496       32,446  
 
               
Total assets
  $ 292,764     $ 295,658  
 
               
See the accompanying notes to the financial statements.

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First Fortis Life Insurance Company
Balance Sheets
At June 30, 2005 (Unaudited) and December 31, 2004
                 
    June 30,   December 31,
    2005   2004
    (in thousands except number of shares)
Liabilities
               
Future policy benefits and expenses
  $ 32,431     $ 29,168  
Unearned premiums
    18,184       20,902  
Claims and benefits payable
    137,863       139,270  
Commissions payable
    5,346       5,001  
Reinsurance balances payable
    2,640       2,509  
Funds held under reinsurance
    90       89  
Deferred gain on disposal of businesses
    5,858       6,492  
Accounts payable and other liabilities
    4,158       8,292  
Liabilities related to separate accounts
    29,496       32,446  
 
               
Total liabilities
    236,066       244,169  
 
               
Stockholder’s 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
    5,665       644  
Accumulated other comprehensive income
    6,027       5,839  
 
               
Total stockholder’s equity
    56,698       51,489  
 
               
Total liabilities and stockholder’s equity
  $ 292,764     $ 295,658  
 
               
See the accompanying notes to the financial statements.

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First Fortis Life Insurance Company
Statements of Operations (Unaudited)
Three and Six Months Ended June 30, 2005 and 2004
                                 
    Three Months Ended June 30,   Six Months Ended June 30,
    2005   2004   2005   2004    
            (in thousands)        
Revenues
                               
Net earned premiums and other considerations
  $ 15,159     $ 16,409     $ 30,628     $ 32,101  
Net investment income
    2,204       2,612       4,362       5,289  
Net realized gain (loss) on investments
    115       (13 )     131       202  
Amortization of deferred gain on disposal of businesses
    316       388       634       787  
Fees and other income
          52       22       119  
 
                               
Total revenues
    17,794       19,448       35,777       38,498  
 
                               
Benefits, losses and expenses
                               
Policyholder benefits
    9,339       11,752       19,025       19,821  
Amortization of deferred acquisition costs and value of business acquired
    435       63       640       137  
Underwriting, general and administrative expenses
    4,355       5,068       8,454       9,692  
 
                               
Total benefits, losses and expenses
    14,129       16,883       28,119       29,650  
Income before income taxes
    3,665       2,565       7,658       8,848  
Income taxes
    1,232       891       2,637       3,098  
 
                               
Net income
  $ 2,433     $ 1,674     $ 5,021     $ 5,750  
 
                               
See the accompanying notes to the financial statements.

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First Fortis Life Insurance Company
Statements of Changes in Stockholder’s Equity
From December 31, 2004 to June 30, 2005 (Unaudited)
                                         
                            Accumulated    
            Additional           Other    
    Common   Paid-in   Retained   Comprehensive    
    Stock   Capital   Earnings   Income   Total
    (in thousands)
Balance, December 31, 2004
  $ 2,000     $ 43,006     $ 644     $ 5,839     $ 51,489  
Comprehensive income:
                                       
Net income
                5,021             5,021  
Other comprehensive income:
                                       
Net change in unrealized gains on securities
                      188       188  
 
                                       
Total other comprehensive income
                                    188  
 
                                       
Total comprehensive income
                                    5,209  
     
Balance, June 30, 2005
  $ 2,000     $ 43,006     $ 5,665     $ 6,027     $ 56,698  
     
See the accompanying notes to the financial statements.

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First Fortis Life Insurance Company
Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 2005 and 2004
                 
    Six Months Ended June 30,
    2005   2004
    (in thousands)
Net cash (used in) operating activities
  $ (2,579 )   $ (7,298 )
 
               
Investing activities
               
Sales of:
               
Fixed maturities available for sale
    5,156       12,566  
Equity securities available for sale
    504       562  
Other invested assets
    256       275  
Maturities, prepayments, and scheduled redemption of:
               
Fixed maturities available for sale
    8,540       6,643  
Purchase of:
               
Fixed maturities available for sale
    (13,505 )     (12,412 )
Equity securities available for sale
    (836 )     (2,437 )
Change in commercial mortgage loans on real estate
    (2,609 )     (1,859 )
Change in short term investments
    4,107       3,300  
Change in policy loans
    (10 )     (28 )
 
               
Net cash provided by investing activities
  $ 1,603     $ 6,610  
Change in cash and cash equivalents
    (976 )     (688 )
Cash and cash equivalents at beginning of period
    5,360       1,060  
 
               
Cash and cash equivalents at end of period
  $ 4,384     $ 372  
 
               
See the accompanying notes to the financial statements.

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First Fortis Life Insurance Company
Notes to the Financial Statements
Six Months Ended June 30, 2005 and 2004 (Unaudited)
1. Nature of Operations
First Fortis Life Insurance Company (the “Company”) is a provider of life and health insurance products. The Company is an wholly owned subsidiary of Assurant, Inc. (the “Parent”). Assurant, Inc. is traded on the New York Stock Exchange under the symbol AIZ.
The Company is domiciled in New York and is qualified to sell life, health and annuity insurance in the state of New York. The Company’s 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 Company’s 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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Dollar amounts are presented in U.S. dollars and all amounts are in thousands except for number of shares.
3. Recently Adopted Accounting Pronouncements
In June 2005, the FASB issued Statement of Financial Accounting Standards No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and Statement No. 3, Reporting Accounting Changes in Interim Financial Statements” (“FAS 154’’). FAS 154 changes the accounting and reporting of a change in accounting principle. Prior to FAS 154, the majority of voluntary changes in accounting principles were required to be recognized as a cumulative effect adjustment within net income during the period of the change. FAS 154 requires retrospective application to prior period financial statements unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. FAS 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005 but does not change the transition provisions of any existing accounting pronouncements. The Company does not believe the adoption of FAS 154 will have a material effect on our consolidated financial position or results of operations.
4. 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. Assurant’s pension plan funding policy is to contribute amounts to the plan

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sufficient to meet the minimum funding requirements set forth in the Employee Retirement Income Security Act of 1974, plus additional amounts as Assurant may determine to be appropriate from time to time up to the maximum permitted, and to charge each subsidiary an allocable amount based on its employee census. Pension cost allocated to the Company amounted to approximately $62 and $57 for the six months ended June 30, 2005 and 2004, respectively.
The Company participates in a contributory profit sharing plan, sponsored by Assurant, 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 employee’s 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 employee’s contribution is matched 100% by the Company. The second 2% is matched 50% by the Company. The amount expensed was approximately $12 and $(2) for the six months ended June 30, 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 a 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.
5. 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 Company’s 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 Company’s financial condition or results of operations.
The Company’s Parent has been part of industry-wide investigations into certain loss mitigation products and finite risk insurance. The Parent has previously received subpoenas for information from the United States Securities and Exchange Commission and the United States Attorney for the Southern District of New York. A disclosure of these investigations is provided in the Parent’s Quarterly report on Form 10Q for the fiscal quarter ended June 30, 2005.

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PART I
FINANCIAL INFORMATION
Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations.
(Dollar amounts in thousands except share data.)
     Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) addresses the financial condition of First Fortis Life Insurance Company (FFLIC) as of June 30, 2005, compared with December 31, 2004, and its results of operations for the three and six months ended June 30, 2005, compared with the equivalent 2004 period. This discussion should be read in conjunction with FFLIC’s MD&A and annual audited financial statements as of December 31, 2004 filed with the Company’s Form 10-K for the year ended December 31, 2004 filed with the U.S. Securities and Exchange Commission (hereafter referred to as the Company’s 2004 Form 10-K) and unaudited consolidated 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.

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     The table below presents information regarding our consolidated results of operations:
                                 
    For the Three Months Ended   For the Six Months Ended
    June 30,   June 30,
    2005   2004   2005   2004
    (in thousands)   (in thousands)
Revenues:
                               
Net earned premiums and other considerations
  $ 15,159     $ 16,409     $ 30,628     $ 32,101  
Net investment income
    2,204       2,612       4,362       5,289  
Net realized gains (losses) on investments
    115       (13 )     131       202  
Amortization of deferred gains on disposal of businesses
    316       388       634       787  
Fees and other income
          52       22       119  
 
                               
Total revenues
    17,794       19,448       35,777       38,498  
 
                               
Benefits, losses and expenses:
                               
Policyholder benefits
    9,339       11,752       19,025       19,821  
Selling, underwriting and general expenses(1)
    4,790       5,131       9,094       9,829  
 
                               
Total benefits, losses and expenses
    14,129       16,883       28,119       29,650  
 
                               
Income before income taxes
    3,665       2,565       7,658       8,848  
Income taxes
    1,232       891       2,637       3,098  
 
                               
Net income
  $ 2,433     $ 1,674     $ 5,021     $ 5,750  
 
                               
 
(1)   Includes amortization of deferred acquisition costs and value of business acquired and underwriting, general and administrative expenses.
For The Three Months Ended June 30, 2005 Compared to The Three Months Ended June 30, 2004.
Net Income
     Net income increased by $759, or 45%, to $2,433 for the three months ended June 30, 2005 from $1,674 for the three months ended June 30, 2004. The increase in net income was due to a decrease in policyholder benefits of $2,413, partially offset by a decrease in net earned premiums and other considerations of $1,250 and a decrease in net investment income of $408.
Total Revenues
     Total revenues decreased by $1,654, or 9%, to $17,794 for the three months ended June 30, 2005 from $19,948 for the three months ended June 30, 2004. Net earned premiums and other considerations decreased by $1,250 primarily due to lower premiums in disability business written through alternate distribution sources, partially offset by smaller increases in other product lines. Amortization of deferred gains on disposal of businesses also decreased by $72 consistent with the anticipated run-off of business ceded to The Hartford in 2001 and John Hancock in 2000.
Total Expenses
     Total expenses decreased by $2,754, or 16%, to $14,129 for the three months ended June 30, 2005 from $16,883 for the three months ended June 30, 2004. The decrease in expenses was primarily due to a decrease in policyholder benefits of $2,413 driven by a reduction in disability business written through alternate distribution sources. Partially offsetting this decrease was an increase in amortization of deferred acquisition costs due to higher deferred costs being amortized in the current period as a result of a change in the mix of business.

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For The Six Months Ended June 30, 2005 Compared to The Six Months Ended June 30, 2004.
Net Income
     Net income decreased by $729, or 13%, to $5,021 for the six months ended June 30, 2005 from $5,750 for the six months ended June 30, 2004. The decrease in net income was due to a decrease in net earned premiums and other considerations of $1,473 and a decrease in net investment income of $927, partially offset by a decrease in policyholder benefits of $796 and a decrease in selling, underwriting and general expenses of $735.
Total Revenues
     Total revenues decreased by $2,721, or 7%, to $35,777 for the six months ended June 30, 2005 from $38,498 for the six months ended June 30, 2004. Net earned premiums and other considerations decreased by $1,473 primarily due to lower premiums in disability business written through alternate distribution sources, partially offset by smaller increases in other product lines. Amortization of deferred gains on disposal of businesses also decreased by $153 consistent with the anticipated run-off of business ceded to The Hartford in 2001 and John Hancock in 2000.
Total Expenses
     Total expenses decreased by $1,531, or 5%, to $28,119 for the six months ended June 30, 2005 from $29,650 for the six months ended June 30, 2004. The decrease in expenses was primarily due to a decrease in policyholder benefits of $796 driven by a reduction in disability business written through alternate distribution sources. Partially offsetting this decrease was an increase in amortization of deferred acquisition costs due to higher deferred costs being amortized in the current period as a result of a change in the mix of business.
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 June 30, 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.

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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 Company’s 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 registrant’s 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.
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.

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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 August 12, 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 Jacobson
 
  Title: Treasurer

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