1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 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 33-46620 FORTIS BENEFITS INSURANCE COMPANY (Exact name of registrant as specified in its charter) MINNESOTA (State or other jurisdiction of incorporation or organization) 81-0170040 (IRS Identification No.) 2323 GRAND BOULEVARD KANSAS CITY, MO 64108-2670 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (816) 474-2345 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 [ ] 2 FORTIS BENEFITS INSURANCE COMPANY BALANCE SHEETS (In thousands) MARCH 31, DECEMBER 31, 2001 2000 ---------------------------------- (UNAUDITED) ASSETS Investments: Fixed maturities, at fair value (amortized cost 2001 -- $2,544,868; 2000 -- $2,543,040) $ 2,581,843 $ 2,530,480 Equity securities, at fair value (cost 2001--$107,078 2000--$91,164) 103,889 87,912 Mortgage loans on real estate, less allowance for possible losses (2001 and 2000 -- $11,085) 811,722 810,616 Policy loans 104,012 102,308 Short-term investments 114,109 152,736 Real estate and other investments 36,204 41,712 ---------------------------------- 3,751,779 3,725,764 Cash and cash equivalents (65,131) 13,209 Receivables: Uncollected premiums 68,223 66,505 Reinsurance recoverable on unpaid and paid losses 73,602 64,182 Other 23,095 48,083 ---------------------------------- 164,920 178,770 Accrued investment income 52,950 52,556 Deferred policy acquisition costs 485,448 473,761 Property and equipment at cost, less accumulated depreciation 20,206 20,891 Federal income tax recoverable -- 7,248 Deferred federal income taxes 10,726 33,825 Other assets 1,802 1,677 Due from affiliates 4,176 -- Assets held in separate accounts 4,475,197 5,184,083 ---------------------------------- Total assets $ 8,902,073 $ 9,691,784 ================================== 3 FORTIS BENEFITS INSURANCE COMPANY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY (In thousands) MARCH 31, 2001 DECEMBER 31, 2000 ---------------------------------- (UNAUDITED) POLICY RESERVES, LIABILITIES AND SHAREHOLDERS' EQUITY Policy reserves and liabilities: Future policy benefit reserves: Traditional life insurance $ 1,190,056 $ 1,170,612 Interest sensitive and investment products 946,319 970,591 Accident and health 1,034,099 1,007,328 ---------------------------------- 3,170,474 3,148,531 Unearned revenues 34,756 33,614 Other policy claims and benefits payable 236,710 240,677 Policyholder dividends payable 7,115 7,438 ---------------------------------- 3,449,055 3,430,260 Accrued expense 64,585 69,476 Current income taxes payable 5,533 -- Other liabilities 39,510 181,633 Deferred gain on LTC sale 15,101 15,919 Due to affiliates -- 4,497 Liabilities related to separate accounts 4,453,810 5,159,275 ---------------------------------- Total policy reserves and liabilities 8,027,594 8,861,060 Shareholder's equity: Common Stock, $5 par value: Authorized, issued and outstanding shares - 1,000,000 5,000 5,000 Additional paid-in capital 468,000 468,000 Retained earnings 381,495 366,643 Unrealized gain (loss) on available-for-sale securities (net of deferred taxes 2001 -- $11,838; 2000 -- $(4,921)) 21,998 (9,129) Unrealized (loss) gain on assets held in separate accounts (net of deferred taxes 2001 -- $(1,085); 2000 -- $113) (2,014) 210 ---------------------------------- Total shareholder's equity 874,479 830,724 ---------------------------------- Total policy reserves, liabilities and shareholder's equity $ 8,902,073 $ 9,691,784 ================================== See accompanying notes. 4 FORTIS BENEFITS INSURANCE COMPANY STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (In thousands) THREE MONTHS ENDED MARCH 31, 2001 2000 ------------------------------ (Unaudited) REVENUES Insurance operations: Traditional life insurance premiums $ 116,753 $ 101,715 Interest sensitive and investment product policy charges 40,240 39,948 Accident and health insurance premiums 242,838 239,290 ------------------------------ 399,831 380,953 Net investment income 67,738 72,039 Net realized gains (losses) on investments 1,470 (11,548) Other income 3,309 2,065 ------------------------------ Total revenues 472,348 443,509 BENEFITS AND EXPENSES Benefits to policyholders: Traditional life insurance 100,734 83,004 Interest sensitive and investment products 26,150 23,319 Accident and health claims 191,612 187,401 ------------------------------ 318,496 293,724 Policyholder dividends 543 441 Amortization of deferred policy acquisition costs 18,884 10,576 Insurance commissions 30,800 31,109 General and administrative expenses 81,800 90,127 ------------------------------ Total benefits and expenses 450,523 425,977 ------------------------------ Income before income taxes 21,825 17,532 Income tax expense (benefit) Current (564) 13,520 Deferred 7,537 (7,531) ------------------------------ 6,973 5,989 ------------------------------ Net income 14,852 11,543 ============================== Other comprehensive income: Unrealized gain on investments 28,903 5,479 ------------------------------ Comprehensive income $ 43,755 $ 17,022 ============================== See accompanying notes. 5 FORTIS BENEFITS INSURANCE COMPANY STATEMENT OF CASH FLOWS (In thousands) (Unaudited) THREE MONTHS ENDED MARCH 31, 2001 2000 ------------------------------- OPERATING ACTIVITIES Net income $ 14,852 $ 11,543 Adjustments to reconcile net income to net cash used in operating activities: Increase in future policy benefit reserves 50,385 25,850 Decrease in other policy claims and benefits and policyholder dividends payable (4,290) (7,910) Provision for deferred federal income taxes 7,537 (7,531) Increase in income taxes payable 12,781 7,466 Amortization of deferred policy acquisition costs 18,884 10,576 Policy acquisition costs deferred (32,283) (8,447) Provision for depreciation 812 1,273 Amortization of investment premiums, net (1,179) (594) Amortization of gain on reinsurance transaction (818) (5) Change in uncollected premiums, accrued investment income, reinsurance recoverable, other receivables, other assets, accrued expenses, and other liabilities (141,215) (75,773) Net realized (gains) losses on investments (1,470) 11,548 ------------------------------- Net cash used in operating activities (76,004) (32,004) ------------------------------- INVESTING ACTIVITIES Purchases of fixed maturity investments (400,213) (422,661) Sales or maturity of fixed maturity investments 401,326 447,363 Decrease in short-term investments 38,627 15,527 Purchases of other investments (33,632) (28,796) Sales or maturities of other investments 20,125 17,577 (Purchase) or sale of property and equipment (127) 76 ------------------------------- Net cash provided by investing activities 26,106 29,086 ------------------------------- FINANCING ACTIVITIES Activities related to investment products: Considerations received 43,713 53,876 Surrenders and death benefits (79,329) (131,880) Interest credited to policyholders 7,174 8,765 ------------------------------- Net cash used in financing activities (28,442) (69,239) ------------------------------- Decrease in cash and cash equivalents (78,340) (72,157) Cash and cash equivalents at beginning of year 13,209 18,670 ------------------------------- Cash and cash equivalents at end of period $ (65,131) $ (53,487) =============================== See accompanying notes. 6 FORTIS BENEFITS INSURANCE COMPANY Notes to Financial Statements (in thousands) March 31, 2001 (unaudited) General: The accompanying unaudited financial statements of Fortis Benefits Insurance Company contain all adjustments necessary to present fairly the balance sheet as of March 31, 2001 and the related statement of income for the three months ended March 31, 2001 and 2000, and cash flows for the three months ended March 31, 2001 and 2000. Income tax receipts were $13,346 and payments were $7,098 for the three months ended March 31, 2001 and March 31, 2000, respectively. The classification of fixed maturity investments is to be made at the time of purchase and, prospectively, that classification is expected to be reevaluated as of each balance sheet date. At March 31, 2001, all fixed maturity and equity securities are classified as available-for-sale and carried at fair value. The amortized cost and fair values of investments available-for sale were as follows at March 31, 2001: Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value ------------------------------------------------------------------- Fixed Income Securities: Governments $ 197,498 $ 5,581 $ 303 $ 202,776 Public utilities 201,680 5,607 2,922 204,365 Industrial and miscellaneous 1,933,839 55,299 30,788 1,958,350 Other 211,851 5,018 517 216,352 ------------------------------------------------------------------- Total 2,544,868 71,505 34,530 2,581,843 Equity securities 107,078 7,450 10,639 103,889 ------------------------------------------------------------------- $2,651,946 $78,955 $ 45,169 $2,685,732 =================================================================== 7 FORTIS BENEFITS INSURANCE COMPANY Notes to Financial Statements (in thousands) March 31, 2001 (unaudited) The amortized cost and fair value in fixed maturities at March 31, 2001, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Amortized Fair Cost Value ------------------------------ Due in one year or less $ 87,885 $ 88,368 Due after one year through five years 567,926 582,206 Due after five years through ten years 836,104 850,804 Due after ten years 1,052,953 1,060,465 ------------------------------ Total $2,544,868 $2,581,843 ============================== Proceeds from sales of investments in fixed maturities in the three-month period ended March 31, 2001 and March 31, 2000 were $401,194 and $447,061 respectively. Gross gains of $13,650 and $1,696 and gross losses of $12,180 and $14,412 were realized on sales during the three month periods ended March 31, 2001 and 2000, respectively. Mortgage Loans: The Company has issued commercial mortgage loans on properties located throughout the country. Currently, approximately 37% of outstanding principal is concentrated in the states of New York, California and Florida. The Company has a diversified loan portfolio with a small average size, which greatly reduces any loss exposure. The Company has established a reserve for mortgage loans. 8 FORTIS BENEFITS INSURANCE COMPANY Notes to Financial Statements (in thousands) March 31, 2001 (unaudited) Net Investment Income and Realized Gains (Losses) on Investments: Major categories of net investment income and realized gains and losses on investments for the first three months of each year were as follows: REALIZED GAIN (LOSS) INVESTMENT INCOME ON INVESTMENTS 2001 2000 2001 2000 -------- -------- -------- -------- Fixed maturities $ 46,105 $ 50,297 $ 1,470 $(12,716) Preferred stocks 22 -- -- -- Common stocks 3,145 2,575 -- 1,246 Mortgage loans on real estate 17,455 16,109 -- 66 Policy loans 1,606 1,570 -- -- Short-term investments 74 115 -- -- Real estate and other investments 947 2,923 -- (144) -------- -------- -------- -------- 69,354 73,589 $ 1,470 $(11,548) ======== ======== Expenses 1,616 1,550 -------- -------- $ 67,738 $ 72,039 ======== ======== 9 FORTIS BENEFITS INSURANCE COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MARCH 31, 2001 COMPARED TO MARCH 31, 2000 REVENUES Major products for Fortis Benefits Insurance Company (the "Company") are group disability and dental, group medical, group life, and annuity and individual life insurance coverages sold through a network of independent agents and brokers. For the three months ended March 31, group disability and dental, group medical, group life, pre-need, and annuity and individual life represented 40%, 23%, 18%, 11% and 8%, respectively of premium in 2001 and 38%, 26%, 18%, 10% and 8% respectively in 2000. The Company continues to match investment portfolio composition to liquidity needs and capital requirements. Changes in interest rates during 2001 and 2000 resulted in recognition of realized gains and losses upon sales of securities. The Company had net capital gains from fixed income investments of $1.5 million for the first three months of 2001 as compared to net capital losses of $12.7 million for the same period in 2000. BENEFITS The total year-to-date policyholder benefit to premium ratio remained flat at 80% for the first quarter 2001 and 2000. The group disability and dental, group medical, group life, pre-need, and annuity and individual life benefit to premium ratios for the three months ended March 31, were 81%, 77%, 80%, 102% and 81% respectively in 2001 and 82%, 77%, 72%, 105% and 82% respectively in 2000. Both group life and pre-need experienced unusually high mortality during the first quarter of 2001. EXPENSES Commission rates have decreased from the levels in 2000. This is primarily due to changes in the mix of business by product lines as well as the change in first year versus renewal premiums. The Company's general and administrative expense to premium ratio decreased to 20.4% in the first quarter of 2001 from 24.5% in 2000. First quarter 2000 expenses included administrative system conversions and development and costs associated with increased sales activity. The Company continues to monitor expenses, striving to improve the expense to premium ratio, while maintaining quality and timely services to policyholders. MARKET RISK AND RISK MANAGEMENT Interest rate risk is the Company's primary market risk exposure. Substantial and sustained increases and decreases in market interest rates can affect the profitability of insurance products and market value of investments. The yield realized on new investments generally increases or decreases in direct relationship with interest rate changes. The market value of the Company's fixed maturity and mortgage loan portfolios generally increases when interest rates decrease, and decreases when interest rates increase. 10 Interest rate risk is monitored and controlled through asset/liability management. As part of the risk management process, different economic scenarios are modeled, including cash flow testing required for insurance regulatory purposes, to determine that existing assets are adequate to meet projected liability cash flows. A major component of the Company's asset/liability management program is structuring the investment portfolio with cash flow characteristics consistent with the cash flow characteristics of the Company's insurance liabilities. The Company uses computer models to perform simulations of the cash flow generated from existing insurance policies under various interest rate scenarios. Information from these models is used in the determination of interest crediting strategies and investment strategies. The asset/liability management discipline includes strategies to minimize exposure to loss as market interest rates change. On the basis of these analyses, management believes there is no material solvency risk to the Company with respect to interest rate movements up or down of 100 basis points from year-end levels. Equity market risk exposure is not significant. Equity investments in the general account are not material enough to threaten solvency and contract owners bear the investment risk related to the variable products. Therefore, the risks associated with the investments supporting the variable separate accounts are assumed by contract owners, not by the Company. The Company provides certain minimum death benefits that depend on the performance of the variable separate accounts. Currently the majority of these death benefit risks are reinsured which then protects the Company from adverse mortality experience and prolonged capital market decline. LIQUIDITY AND CAPITAL RESOURCES The market value of cash, short-term investments and publicly traded bonds and stocks is at least equal to all policyholder reserves and liabilities. The Company's portfolio is readily marketable and convertible to cash to a degree sufficient to provide for short-term needs. The Company consistently monitors its liability durations and invests assets accordingly. The Company has no material commitments or off-balance sheet financing arrangements, which would reduce sources of funds in the upcoming year. The National Association of Insurance Commissioners has implemented risk-based capital standards to determine the capital requirements of a life insurance company based upon the risks inherent in its operations. These standards require the computation of a risk-based capital amount which is then compared to a company's actual total adjusted capital. Based upon current calculations using these risk-based capital standards, the Company's percentage of total adjusted capital is in excess of ratios, which would require regulatory attention. The Company's fixed maturity investments consisted of 96% investment grade bonds as of March 31, 2001 and the Company does not expect this percentage to change significantly in the future. 11 EVENTS SUBSEQUENT On April 1, 2001, Fortis, Inc. completed the sale (the "Sale") of its Fortis Financial Group division (the "Division") to The Hartford Financial Services Group ("The Hartford"). The Division includes, among other blocks of business, certain individual life insurance policies (including variable universal life insurance policies) and all annuity contracts (collectively, the "Insurance Contracts") written by the Company. Certain of the Insurance Contracts permit investment in, among other investment options, various series of the Fortis Series Fund (the "Fund"). To effect the Sale as it relates to the Company, Hartford Life and Annuity Insurance Company ("Hartford Annuity"), an indirect wholly owned subsidiary of The Hartford, reinsured the Insurance Contracts on a 100% coinsurance basis and agreed to administer the Insurance Contracts going forward. The Sale also included Hartford Annuity's purchase of certain real and personal property owned by the Company and used in connection with the Division's business. Also as part of the Sale, Hartford Life and Accident Insurance Company purchased 100% of the outstanding stock of Fortis Advisers, Inc. ("Fortis Advisers"), which is the investment adviser for the Fund. The Sale also included 100% of the outstanding stock of Fortis Investors, Inc., which is a wholly owned subsidiary of Fortis Advisers and acts as principal distributor for the Fund. Fortis and the Company received in connection with the Sale aggregate cash consideration of approximately $1.15 billion from The Hartford and its affiliates. PART II. OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None 12 Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (B) REPORTS ON FORM 8-K. The Company filed a Current Report on Form 8-K on February 8, 2001 to announce the agreement by Fortis, Inc. to sell the Fortis Financial Group to The Hartford as discussed above in "Events Subsequent." SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on it's behalf by the undersigned thereunto duly authorized. Fortis Benefits Insurance Company (Registrant) /s/ Larry M. Cains - --------------------------------- Larry M. Cains Controller and Treasurer Date: May 14, 2001