UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006
OR
| ¨ | 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 033-37576
UNION SECURITY INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
| | |
| IOWA | | 81-0170040 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
| |
| 729 INSURANCE EXCHANGE BUILDING | | |
| DES MOINES, IOWA | | 50309 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (651) 361-4000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| | | | |
| ¨ Large accelerated filer | | ¨ Accelerated filer | | x Non-accelerated filer |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
As of May 1, 2006, there were 1,000,000 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.
UNION SECURITY INSURANCE COMPANY
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006
TABLE OF CONTENTS
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A is being filed for the purpose of amending Items 1 and 4 of Part I of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 of Union Security Insurance Company (the “Company”) to reflect the restatement of the Company’s Unaudited Interim Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and 2005, as described in Footnote 2 to the Unaudited Interim Consolidated Financial Statements included in this Form 10-Q/A. All other Items of the original filing on Form 10-Q made on May 10, 2006 are unaffected by the changes to the Unaudited Interim Consolidated Statements of Cash Flows and such Items have not been included in this Amendment. Information in this Form 10-Q/A is generally stated as of March 31, 2006 and does not reflect any subsequent information or events other than the restatement of the Unaudited Interim Consolidated Statements of Cash Flows. More current information with respect to the Company is contained within its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, and other filings with the Securities and Exchange Commission.
Union Security Insurance Company
Consolidated Balance Sheets
At March 31, 2006 (Unaudited) and December 31, 2005
| | | | | | |
| | | March 31,
2006 | | December 31,
2005 |
| | | (in thousands except
number of shares) |
Assets | | | | | | |
Investments: | | | | | | |
Fixed maturities available for sale, at fair value (amortized cost—$3,293,763 in 2006 and $3,316,091 in 2005) | | $ | 3,361,149 | | $ | 3,488,415 |
Equity securities available for sale, at fair value | | | | | | |
(cost—$345,851 in 2006 and $317,341 in 2005) | | | 346,178 | | | 318,120 |
Commercial mortgage loans on real estate at amortized cost | | | 766,893 | | | 758,966 |
Policy loans | | | 9,617 | | | 9,773 |
Short-term investments | | | 41,560 | | | 79,916 |
Collateral held under securities lending | | | 319,701 | | | 384,141 |
Other investments | | | 68,985 | | | 61,024 |
| | | | | | |
Total investments | | | 4,914,083 | | | 5,100,355 |
Cash and cash equivalents | | | 36,989 | | | 19,032 |
Premiums and accounts receivable, net | | | 110,941 | | | 88,566 |
Reinsurance recoverables | | | 1,283,876 | | | 1,261,030 |
Due from affiliates | | | 570 | | | — |
Accrued investment income | | | 55,847 | | | 51,352 |
Deferred acquisition costs | | | 121,804 | | | 123,222 |
Property and equipment, at cost less accumulated depreciation | | | 932 | | | 1,069 |
Deferred income taxes, net | | | 58,384 | | | 25,425 |
Goodwill | | | 164,594 | | | 164,604 |
Value of business acquired | | | 32,749 | | | 33,965 |
Other assets | | | 39,980 | | | 41,962 |
Assets held in separate accounts | | | 3,222,696 | | | 3,200,233 |
| | | | | | |
Total assets | | $ | 10,043,445 | | $ | 10,110,815 |
| | | | | | |
See the accompanying notes to the consolidated financial statements.
2
Union Security Insurance Company
Consolidated Balance Sheets
At March 31, 2006 (Unaudited) and December 31, 2005
| | | | | | |
| | | March 31,
2006 | | December 31,
2005 |
| | | (in thousands except
number of shares) |
Liabilities | | | | | | |
Future policy benefits and expenses | | $ | 3,167,039 | | $ | 3,154,577 |
Unearned premiums | | | 42,883 | | | 39,967 |
Claims and benefits payable | | | 1,969,235 | | | 1,936,610 |
Commissions payable | | | 22,415 | | | 22,995 |
Reinsurance balances payable | | | 10,535 | | | 10,529 |
Funds held under reinsurance | | | 99 | | | 96 |
Deferred gain on disposal of businesses | | | 166,501 | | | 173,084 |
Obligation under securities lending | | | 319,701 | | | 384,141 |
Accounts payable and other liabilities | | | 134,150 | | | 174,646 |
Due to affiliates | | | — | | | 5,875 |
Tax payable | | | 19,876 | | | 6,720 |
Liabilities related to separate accounts | | | 3,222,696 | | | 3,200,233 |
| | | | | | |
Total liabilities | | $ | 9,075,130 | | $ | 9,109,473 |
| | | | | | |
Commitments and contingencies (Note 5) | | $ | — | | $ | — |
| | | | | | |
Stockholder’s equity | | | | | | |
Common stock, par value $5 per share, 1,000,000 shares authorized, issued, and outstanding | | $ | 5,000 | | $ | 5,000 |
Additional paid-in capital | | | 542,169 | | | 542,169 |
Retained earnings | | | 370,204 | | | 334,644 |
Accumulated other comprehensive income | | | 50,942 | | | 119,529 |
| | | | | | |
Total stockholder’s equity | | | 968,315 | | | 1,001,342 |
| | | | | | |
Total liabilities and stockholder’s equity | | $ | 10,043,445 | | $ | 10,110,815 |
| | | | | | |
See the accompanying notes to the consolidated financial statements.
3
Union Security Insurance Company
Consolidated Statements of Operations (Unaudited)
Three Months Ended March 31, 2006 and 2005
| | | | | | | |
| | | Three Months Ended
March 31, |
| | | 2006 | | | 2005 |
| | | (in thousands) |
Revenues | | | | | | | |
Net earned premiums and other considerations | | $ | 388,599 | | | $ | 456,065 |
Net investment income | | | 87,796 | | | | 69,114 |
Net realized (loss) gain on investments | | | (1,780 | ) | | | 401 |
Amortization of deferred gain on disposal of businesses | | | 6,582 | | | | 8,741 |
Fees and other income | | | 2,279 | | | | 2,946 |
| | | | | | | |
Total revenues | | | 483,476 | | | | 537,267 |
| | |
Benefits, losses and expenses | | | | | | | |
Policyholder benefits | | | 308,191 | | | | 359,841 |
Amortization of deferred acquisition costs and value of business acquired | | | 14,629 | | | | 17,966 |
Underwriting, general and administrative expenses | | | 107,778 | | | | 116,543 |
| | | | | | | |
Total benefits, losses and expenses | | | 430,598 | | | | 494,350 |
| | | | | | | |
Income before income taxes | | | 52,878 | | | | 42,917 |
Income taxes | | | 17,318 | | | | 15,283 |
| | | | | | | |
Net income | | $ | 35,560 | | | $ | 27,634 |
| | | | | | | |
See the accompanying notes to the consolidated financial statements.
4
Union Security Insurance Company
Consolidated Statement of Changes in Stockholder’s Equity
From December 31, 2005 to March 31, 2006 (Unaudited)
| | | | | | | | | | | | | | | | | |
| | | Common
Stock | | Additional
Paid-in
Capital | | Retained
Earnings | | Accumulated
Other
Comprehensive
Income (Loss) | | | Total | |
| | | (in thousands) | |
Balance, December 31, 2005 | | $ | 5,000 | | $ | 542,169 | | $ | 334,644 | | $ | 119,529 | | | $ | 1,001,342 | |
Comprehensive income: | | | | | | | | | | | | | | | | | |
Net income | | | — | | | — | | | 35,560 | | | — | | | | 35,560 | |
Other comprehensive income: | | | | | | | | | | | | | | | | | |
Net change in unrealized gains on securities | | | — | | | — | | | — | | | (68,503 | ) | | | (68,503 | ) |
Foreign currency translation | | | — | | | — | | | — | | | (84 | ) | | | (84 | ) |
| | | | | | | | | | | | | | | | | |
Total other comprehensive loss | | | | | | | | | | | | | | | | (68,587 | ) |
| | | | | | | | | | | | | | | | | |
Total comprehensive loss | | | | | | | | | | | | | | | | (33,027 | ) |
| | | | | | | | | | | | | | | | | |
Balance, March 31, 2006 | | $ | 5,000 | | $ | 542,169 | | $ | 370,204 | | $ | 50,942 | | | $ | 968,315 | |
| | | | | | | | | | | | | | | | | |
See the accompanying notes to the consolidated financial statements.
5
Union Security Insurance Company
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31, 2006 and 2005
| | | | | | | | |
| | | Three Months Ended
March 31, | |
| | | 2006 Restated | | | 2005 Restated | |
| | | (in thousands) | |
Net cash provided by operating activities | | $ | 25,041 | | | $ | 38,436 | |
| | |
Investing activities | | | | | | | | |
Sales of: | | | | | | | | |
Fixed maturities available for sale | | | 264,489 | | | | 63,925 | |
Equity securities available for sale | | | 108,547 | | | | 5,721 | |
Other invested assets | | | 1,493 | | | | 2,057 | |
Maturities, prepayments, and scheduled redemption of: | | | | | | | | |
Fixed maturities available for sale | | | 39,717 | | | | 57,962 | |
Purchases of: | | | | | | | | |
Fixed maturities available for sale | | | (326,666 | ) | | | (157,033 | ) |
Equity securities available for sale | | | (116,519 | ) | | | (11,831 | ) |
Other invested assets | | | (9,454 | ) | | | (8,590 | ) |
Property and equipment | | | (71 | ) | | | — | |
Change in commercial mortgage loans on real estate | | | (7,959 | ) | | | 10,102 | |
Change in short-term investments | | | 39,185 | | | | (25,179 | ) |
Change in collateral held under securities lending | | | 64,440 | | | | (68,716 | ) |
Change in policy loans | | | 154 | | | | (57 | ) |
| | | | | | | | |
Net cash provided by (used in) investing activities | | | 57,356 | | | | (131,639 | ) |
| | |
Financing activities | | | | | | | | |
Change in obligation under securities lending | | | (64,440 | ) | | | 68,716 | |
| | | | | | | | |
Net cash (used in) provided by financing activities | | | (64,440 | ) | | | 68,716 | |
| | |
Change in cash and cash equivalents | | | 17,957 | | | | (24,487 | ) |
Cash and cash equivalents at beginning of period | | | 19,032 | | | | 43,362 | |
| | | | | | | | |
Cash and cash equivalents at end of period | | $ | 36,989 | | | $ | 18,875 | |
| | | | | | | | |
See the accompanying notes to the consolidated financial statements.
6
Union Security Insurance Company
Notes to the Financial Statements (Unaudited)
Three Months Ended March 31, 2006 and 2005
Union Security Insurance Company (the “Company”), formerly known as Fortis Benefits Insurance Company, is a provider of life and health insurance products. The Company is an indirect wholly owned subsidiary of Assurant, Inc. (the “Parent”). Assurant, Inc.’s common stock is traded on the New York Stock Exchange under the symbol AIZ.
The Company was redomesticated to Iowa from Minnesota in 2004 and changed its name from Fortis Benefits Insurance Company in 2005. The Company distributes its products in all states except New York. The Company’s revenues are derived principally from group employee benefits, group health and pre-funded funeral products.
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, these statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair statement of the financial statements have been included. Certain prior period amounts have been reclassified to conform to the 2005 presentation.
Dollar amounts are in thousands, except for number of shares and per share amounts.
The consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. All inter-company transactions and balances are eliminated in consolidation.
Operating results for the three months ended March 31, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006. The accompanying interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2005.
Restatement of Interim Consolidated Statements of Cash Flows (unaudited)
The Interim Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2006 and 2005 have been restated to reflect changes in the net receivable/payable from unsettled investment purchases and sales, previously classified within “adjustments to reconcile net income to net cash provided by (used in) operating activities,” have been reclassified to cash flows from investing activities, to the extent such balances pertained to investments classified as available for sale.
As a result of the restatements to correct these errors, previously reported cash flows provided by (used in) operating activities and cash flows provided by (used in) investing activities were increased or reduced for the three months ended March 31, 2006 and 2005 as follows:
| | | | | | | | | | | | |
| | | Three Months Ended March 31, 2006 | |
| | | As Previously
Reported | | | Impact of
Restatement | | | As Restated | |
| Net cash provided by operating activities | | $ | 5,061 | | | $ | 19,980 | | | $ | 25,041 | |
| Net cash provided by investing activities | | | 77,336 | | | | (19,980 | ) | | | 57,356 | |
| Net cash (used in) financing activities | | | (64,440 | ) | | | — | | | | (64,440 | ) |
| | | | | | | | | | | | |
| Change in cash and cash equivalents | | | 17,957 | | | | — | | | | 17,957 | |
| Cash and cash equivalents at beginning of period | | | 19,032 | | | | — | | | | 19,032 | |
| | | | | | | | | | | | |
| Cash and cash equivalents at end of period | | $ | 36,989 | | | $ | — | | | $ | 36,989 | |
| | | | | | | | | | | | |
| |
| | | Three Months Ended March 31, 2005 | |
| | | As Previously
Reported | | | Impact of
Restatement | | | As Restated | |
| Net cash provided by operating activities | | $ | 47,277 | | | $ | (8,841 | ) | | $ | 38,436 | |
| Net cash (used in) investing activities | | | (140,480 | ) | | | 8,841 | | | | (131,639 | ) |
| Net cash provided by financing activities | | | 68,716 | | | | — | | | | 68,716 | |
| | | | | | | | | | | | |
| Change in cash and cash equivalents | | | (24,487 | ) | | | — | | | | (24,487 | ) |
| Cash and cash equivalents at beginning of period | | | 43,362 | | | | — | | | | 43,362 | |
| | | | | | | | | | | | |
| Cash and cash equivalents at end of period | | $ | 18,875 | | | $ | — | | | $ | 18,875 | |
| | | | | | | | | | | | |
The restatements had no impact on the total change in cash and cash equivalents within the Unaudited Interim Consolidated Statements of Cash Flows or on the Unaudited Consolidated Statements of Operations or Unaudited Interim Consolidated Balance Sheet.
| 3. | Recently Adopted Accounting Pronouncements |
On January 1, 2006, the Parent adopted Statement of Financial Accounting Standards (“FAS”) No. 123 (revised 2004),Share-Based Payment (“FAS 123R”) which replaces Statement of Financial Accounting Standards No. 123, Share-Based Payment and supersedes Accounting Principles Board Opinion No. 25,Accounting for Stock Issued to Employees. FAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The pro forma disclosures previously permitted under FAS 123 are no longer an alternative to financial statement recognition. Under FAS 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost, and the transition method to be used at date of adoption. The Parent adopted FAS 123R using the modified prospective method which requires that compensation expense be recorded for all unvested stock
7
Union Security Insurance Company
Notes to the Financial Statements (Unaudited)
Three Months Ended March 31, 2006 and 2005
options at the beginning of the first quarter of adoption of FAS 123R. The adoption of FAS 123R did not have a material impact on the Company’s consolidated financial statements.
On January 1, 2006, the Company adopted FAS 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. The adoption of FAS 154 did not have a material effect on our consolidated financial position or results of operations.
| 4. | Retirement and Other Employee Benefits |
The Parent 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. The Parent’s pension plan funding policy is to contribute amounts to the plan sufficient to meet the minimum funding requirements set forth in the Employee Retirement Income Security Act of 1974, plus additional amounts as the Parent 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 $1,908 and $1,980 for the three months ended March 31, 2006 and 2005, respectively.
The Company participates in a contributory profit sharing plan, sponsored by our Parent, 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 by the Company was approximately $2,018 and $1,865, for the three months ended March 31, 2006 and 2005, 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 the Parent. Health care benefits, either through the Parent’s 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.
8
Union Security Insurance Company
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31, 2006 and 2005
| 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.
9
Union Security Insurance Company
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31, 2006 and 2005
On April 1, 2006, the Company transferred the assets and liabilities related to its Canadian operations to Assurant Life of Canada (“ALOC”), an indirectly wholly owned subsidiary of the Parent, in exchange for ALOC common stock equal to the fair value of the net assets transferred. This transaction met the criteria for the transfer of net assets constituting a business per the Emerging Issues Task Force Issue No. 98-3,Determining Whether a Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business. The Company will not report a gain in the results of operations as a result of the transaction. The Company does not believe this transaction will materially affect the Company’s results of operations or financial condition.
10
| Item 4. | Controls And Procedures. |
Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, we had previously evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2006. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer had previously 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.
In connection with this filing on Form 10-Q/A, the Chief Executive Officer and the Chief Financial Officer reevaluated our disclosure controls and procedures and concluded they were effective as of March 31, 2006 as described above. In reaching this conclusion, management considered the impact of the restatement described in Note 2 to the financial statements included in this filing.
PART II
OTHER INFORMATION
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 Chief Executive Officer. |
| |
| 31.2 | | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. |
| |
| 32.1 | | Certification of Chief Executive Officer of Union Security 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 Union Security Insurance Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
11
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 November 20, 2006.
| | |
| UNION SECURITY INSURANCE COMPANY |
| |
| By: | | /s/ P. Bruce Camacho |
| Name: | | P. Bruce Camacho |
| Title: | | President and Chief Executive Officer |
| |
| By: | | /s/ Peter A. Walker |
| Name: | | Peter A. Walker |
| Title: | | Treasurer and Chief Financial Officer |
12
