10-Q/A 1 d10qa.htm AMENDMENT NO.1 TO FORM 10-Q Amendment No.1 to Form 10-Q
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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 JUNE 30, 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.)

 

6941 VISTA DRIVE

WEST DES MOINES, IOWA

  50266
(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 August 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.

 



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UNION SECURITY INSURANCE COMPANY

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006

TABLE OF CONTENTS

 

Item
Number

        Page
Number
PART I   
FINANCIAL INFORMATION   
EXPLANATORY NOTE

1.

   FINANCIAL STATEMENTS   
  

Union Security Insurance Company Consolidated Balance Sheets at June 30, 2006 (Unaudited) and December 31, 2005

   2
  

Union Security Insurance Company Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2006 and 2005

   4
  

Union Security Insurance Company Consolidated Statement of Changes in Stockholder’s Equity from December 31, 2005 to June 30, 2006 (Unaudited)

   5
  

Union Security Insurance Company Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2006 and 2005 (restated)

   6
  

Union Security Insurance Company Notes to the Consolidated Financial Statements (Unaudited) for the six months ended June 30, 2006 and 2005

   7

4.

  

CONTROLS AND PROCEDURES

   11
PART II   
OTHER INFORMATION   

6.

  

EXHIBITS

   11

SIGNATURES

   12

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 June 30, 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 six months ended June 30, 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 August 9, 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 June 30, 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.


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Union Security Insurance Company

Consolidated Balance Sheets

At June 30, 2006 (Unaudited) and December 31, 2005

 

     June 30,
2006
   December 31,
2005
     (in thousands except number of shares)

Assets

     

Investments:

     

Fixed maturities available for sale, at fair value (amortized cost - $2,969,854 in 2006 and $3,316,091 in 2005)

   $ 2,945,909    $ 3,488,415

Equity securities available for sale, at fair value (cost - $328,684 in 2006 and $317,341 in 2005)

     315,525      318,120

Commercial mortgage loans on real estate at amortized cost

     735,613      758,966

Policy loans

     8,150      9,773

Short-term investments

     26,912      79,916

Collateral held under securities lending

     334,440      384,141

Other investments

     70,219      61,024
             

Total investments

     4,436,768      5,100,355

Cash and cash equivalents

     29,784      19,032

Premiums and accounts receivable, net

     91,524      88,566

Reinsurance recoverables

     1,291,672      1,261,030

Due from affiliates

     3,460      —  

Accrued investment income

     47,543      51,352

Deferred acquisition costs

     71,217      123,222

Property and equipment, at cost less accumulated depreciation

     814      1,069

Deferred income taxes, net

     90,216      25,425

Goodwill

     156,778      164,604

Value of business acquired

     28,913      33,965

Other assets

     39,722      41,962

Assets held in separate accounts

     2,986,104      3,200,233
             

Total assets

   $ 9,274,515    $ 10,110,815
             

See the accompanying notes to the consolidated financial statements.

 

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Union Security Insurance Company

Consolidated Balance Sheets

At June 30, 2006 (Unaudited) and December 31, 2005

 

     June 30,
2006
    December 31,
2005
     (in thousands except number of shares)

Liabilities

    

Future policy benefits and expenses

   $ 2,769,284     $ 3,154,577

Unearned premiums

     42,811       39,967

Claims and benefits payable

     1,951,560       1,936,610

Commissions payable

     13,776       22,995

Reinsurance balances payable

     5,658       10,529

Funds held under reinsurance

     103       96

Deferred gain on disposal of businesses

     159,480       173,084

Obligation under securities lending

     334,440       384,141

Accounts payable and other liabilities

     120,516       174,646

Due to affiliates

     —         5,875

Tax payable

     15,542       6,720

Liabilities related to separate accounts

     2,986,104       3,200,233
              

Total liabilities

   $ 8,399,274     $ 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

     352,449       334,644

Accumulated other comprehensive (loss) income

     (24,377 )     119,529
              

Total stockholder’s equity

     875,241       1,001,342
              

Total liabilities and stockholder’s equity

   $ 9,274,515     $ 10,110,815
              

See the accompanying notes to the consolidated financial statements.

 

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Union Security Insurance Company

Consolidated Statements of Operations (Unaudited)

Three and Six Months Ended June 30, 2006 and 2005

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2006     2005     2006     2005  
     (in thousands)  

Revenues

        

Net earned premiums and other considerations

   $ 330,995     $ 428,656     $ 719,594     $ 884,721  

Net investment income

     66,547       79,063       154,343       148,177  

Net realized (losses) on investments

     (1,316 )     (611 )     (3,096 )     (210 )

Amortization of deferred gain on disposal of businesses

     7,022       8,702       13,604       17,444  

Fees and other income

     3,757       1,458       6,036       4,404  
                                

Total revenues

     407,005       517,268       890,481       1,054,536  

Benefits, losses and expenses

        

Policyholder benefits

     244,897       332,619       553,088       692,460  

Amortization of deferred acquisition costs and value of business acquired

     10,623       21,156       25,252       39,122  

Underwriting, general and administrative expenses

     108,161       121,671       215,939       238,214  
                                

Total benefits, losses and expenses

     363,681       475,446       794,279       969,796  
                                

Income before income taxes

     43,324       41,822       96,202       84,740  

Income taxes

     15,868       12,388       33,186       27,671  
                                

Net income

   $ 27,456     $ 29,434     $ 63,016     $ 57,069  
                                

See the accompanying notes to the consolidated financial statements.

 

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Union Security Insurance Company

Consolidated Statement of Changes in Stockholder’s Equity

From December 31, 2005 to June 30, 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  

Dividends on common stock

     —        —        (60,000 )     —         (60,000 )

Transfer of Canadian operations (see Note 6)

     —        —        14,789       (7,227 )     7,562  

Comprehensive loss:

            

Net income

     —        —        63,016       —         63,016  

Other comprehensive loss:

            

Net change in unrealized gains on securities

     —        —        —         (136,640 )     (136,640 )

Foreign currency translation

     —        —        —         (39 )     (39 )
                  

Total other comprehensive loss

               (136,679 )
                  

Total comprehensive loss

               (73,663 )
                                      

Balance, June 30, 2006

   $ 5,000    $ 542,169    $ 352,449     $ (24,377 )   $ 875,241  
                                      

See the accompanying notes to the consolidated financial statements.

 

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Union Security Insurance Company

Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended June 30, 2006 and 2005

 

     Six Months Ended
June 30,
 
     2006 Restated     2005 Restated  
     (in thousands)  

Net cash provided by operating activities

   $ 32,234     $ 115,186  

Investing activities

    

Sales of:

    

Fixed maturities available for sale

     455,926       188,905  

Equity securities available for sale

     71,369       15,315  

Property and equipment

     22       —    

Other invested assets

     9,127       5,165  

Maturities, prepayments, and scheduled redemption of:

    

Fixed maturities available for sale

     81,940       119,047  

Purchase of:

    

Fixed maturities available for sale

     (551,000 )     (390,782 )

Equity securities available for sale

     (125,350 )     (28,337 )

Other invested assets

     (18,322 )     (18,752 )

Change in commercial mortgage loans on real estate

     (3,366 )     (7,969 )

Change in short-term investments

     52,024       19,418  

Change in collateral held under securities lending

     49,701       (20,601 )

Change in policy loans

     254       54  
                

Net cash provided by (used in) investing activities

     22,325       (118,537 )

Financing activities

    

Net cash received from transfer of Canadian operations

     65,894       —    

Dividends paid

     (60,000 )     (40,000 )

Change in obligation under securities lending

     (49,701 )     20,601  
                

Net cash used in financing activities

     (43,807 )     (19,399 )

Change in cash and cash equivalents

     10,752       (22,750 )

Cash and cash equivalents at beginning of period

     19,032       43,362  
                

Cash and cash equivalents at end of period

   $ 29,784     $ 20,612  
                

See the accompanying notes to the consolidated financial statements.

 

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Union Security Insurance Company

Notes to the Financial Statements (Unaudited)

Six Months Ended June 30, 2006 and 2005

 

1. Nature of Operations

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.

Effective April 1, 2006, the Company transferred assets and liabilities related to its Canadian operations to Assurant Life of Canada (“ALOC”). ALOC is also an indirect wholly-owned subsidiary of the Parent. See Note 6 – Related Party Transactions for further details.

 

2. Basis of Presentation

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 2006 presentation.

Dollar amounts are in thousands except for number of shares.

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 and six months ended June 30, 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 six months ended June 30, 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 six months ended June 30, 2006 and 2005 as follows:

 

      Six Months Ended
June 30, 2006
 
     As Previously
Reported
    Impact of
Restatement
    As Restated  

Net cash (used in) provided by operating activities

   $ (1,916 )   $ 34,150     $ 32,234  

Net cash provided by investing activities

     56,475       (34,150 )     22,325  

Net cash (used in) financing activities

     (43,807 )     —         (43,807 )
                        

Change in cash and cash equivalents

     10,752       —         10,752  

Cash and cash equivalents at beginning of period

     19,032       —         19,032  
                        

Cash and cash equivalents at end of period

   $ 29,784     $ —       $ 29,784  
                        

 

     Six Months Ended
June 30, 2005
 
     As Previously
Reported
    Impact of
Restatement
    As Restated  

Net cash provided by operating activities

   $ 107,830     $ 7,356     $ 115,186  

Net cash (used in) investing activities

     (111,181 )     (7,356 )     (118,537 )

Net cash (used in) financing activities

     (19,399 )     —         (19,399 )
                        

Change in cash and cash equivalents

     (22,750 )     —         (22,750 )

Cash and cash equivalents at beginning of period

     43,362       —         43,362  
                        

Cash and cash equivalents at end of period

   $ 20,612     $ —       $ 20,612  
                        

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

 

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Union Security Insurance Company

Notes to the Financial Statements (Unaudited)

Six Months Ended June 30, 2006 and 2005

 

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 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.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”). This Interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Interpretation is effective for fiscal years beginning after December 15, 2006 and, therefore, the Company is required to adopt FIN 48 by the first quarter of 2007. The Company does not believe the adoption of FIN 48 will 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 $1,973 for the three months ended June 30, 2006 and 2005, respectively, and $3,816 and $3,953 for the six months ended June 30, 2006 and 2005, respectively.

 

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Union Security Insurance Company

Notes to the Financial Statements (Unaudited)

Six Months Ended June 30, 2006 and 2005

 

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 $1,259 and $1,115 for the three months ended June 30, 2006 and 2005, respectively, and $3,277 and $2,980, for the six months ended June 30, 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.

 

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.

 

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Union Security Insurance Company

Notes to the Financial Statements (Unaudited)

Six Months Ended June 30, 2006 and 2005

 

6. Related Party Transactions

On April 1, 2006, the Company transferred the assets and liabilities related to its Canadian operations to 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. The Company transferred assets of approximately $469,000 and liabilities of approximately $401,000 related to its Canadian operations to ALOC for the purpose of re-domesticating its Canadian operations to Canada. In return, the Company received approximately $75,000 of ALOC common stock which was then sold to the Parent. In addition, there was a reinsurance agreement between the Company and ALOC for the existing insurance in force in which the Company was relieved of any liability to the insured. As a result of these transactions, the Company recognized an increase to equity of approximately $7,600.

 

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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 June 30, 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 United States Securities and Exchange Commission (“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 June 30, 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

 

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 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.

 

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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 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

 

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