UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1999
Commission File No. 1-11941
FARM FAMILY HOLDINGS, INC.
A Delaware Corporation IRS No. 14-1789227
344 Route 9W, Glenmont, New York 12077-2910
Registrant's telephone number: (518) 431-5000
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 [ ]
The number of shares outstanding of the issuer's common stock as of
November 11, 1999 is 6,110,684.
<PAGE>
FARM FAMILY HOLDINGS, INC.
INDEX
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets -
September 30, 1999 (Unaudited) and December 31, 1998 3
Consolidated Statements of Income and Comprehensive Income -
Three and Nine Months Ended September 30, 1999 and 1998
(Unaudited) 4
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1999 and 1998 (Unaudited) 5
Notes to Consolidated Financial Statements (Unaudited) 7
Report of Independent Accountants 12
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures of Market Risk 23
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 23
2
<PAGE>
<TABLE>
<CAPTION>
FARM FAMILY HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
($ in thousands) (Unaudited)
September 30, 1999 December 31, 1998
------------------ -----------------
ASSETS
Investments:
Fixed maturities
<S> <C> <C>
Available for sale, at fair value
(Amortized cost: $998,466 in 1999 and $280,124 in 1998) $972,109 $293,120
Held to maturity, at amortized cost
(Fair value: $7,952 in 1999 and $8,652 in 1998) 8,025 8,390
Equity securities - available for sale, at fair value
(Cost: $42,817 in 1999 and $3,356 in 1998) 45,197 5,323
Mortgage loans 22,034 691
Policy loans 30,599 ----
Other invested assets 277 ----
--------------------------------------------------------------------------------------------------------------------
Total investments 1,078,241 307,524
--------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents 20,018 10,677
Insurance receivables:
Reinsurance receivables 23,530 17,800
Premiums receivable, net 35,721 29,666
Deferred acquisition costs 17,096 13,668
Present value of future profits 29,403 ----
Accrued investment income 17,458 5,527
Property and equipment, net 14,483 ----
Deferred income tax asset, net ---- 1,694
Receivable from affiliates, net ---- 16,660
Other assets 5,654 3,287
--------------------------------------------------------------------------------------------------------------------
Total Assets $1,241,604 $406,503
====================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Reserves for losses and loss adjustment expenses
for property/casualty insurance $185,252 $174,435
Reserves for life policies and contract benefits 237,213 ----
Funds on deposit from policyholders 419,369 ----
Unearned premium reserve 76,728 71,209
Accrued dividends to policyholders 5,302 ----
Deferred income tax liability, net 18,750 ----
Reinsurance premiums payable 2,815 1,055
Accrued expenses and other liabilities 19,686 15,566
Participating policyholders' interest 91,399 ----
--------------------------------------------------------------------------------------------------------------------
Total liabilities 1,056,514 262,265
--------------------------------------------------------------------------------------------------------------------
Commitments and contingencies
Mandatory redeemable preferred stock, redemption value - $5,830 in
1999; 163,214 Series A shares issued and outstanding in 1999 5,830 ----
Stockholders' equity:
Preferred stock, $.01 par value, 836,786 shares authorized,
no shares issued and outstanding ---- ----
Common stock, $.01 par value, 10,000,000 shares authorized,
6,110,684 and 5,253,813 shares issued and outstanding 61 53
Additional paid-in capital 123,504 92,906
Retained earnings 55,519 41,554
Accumulated other comprehensive income 176 9,725
--------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 179,260 144,238
--------------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $1,241,604 $406,503
====================================================================================================================
See accompanying notes to Consolidated Financial Statements.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
FARM FAMILY HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Income and Comprehensive Income
($ in thousands, except per share data)
(Unaudited) (Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
1999 1998 1999 1998
---------------------------------------------------------------------------------------------------------------------------------
Revenues:
<S> <C> <C> <C> <C>
Premiums from property/casualty insurance $49,398 $45,660 $142,455 $133,404
Premiums from life and health insurance and contract charges 9,055 ---- 18,351 ----
Net investment income 18,343 4,815 40,619 14,333
Realized investment gains (losses), net (1,216) 192 (1,004) 534
Other income 287 269 1,023 752
---------------------------------------------------------------------------------------------------------------------------------
Total Revenues 75,867 50,936 201,444 149,023
---------------------------------------------------------------------------------------------------------------------------------
Losses, benefits, expenses and other:
Losses and loss adjustment expenses on property/casualty insurance 37,378 32,936 106,787 99,063
Policyholder contract benefits 12,874 ---- 26,411 ----
Amortization expense 9,607 8,752 27,772 25,795
Other operating costs and expenses 5,863 2,850 14,781 9,478
Participating policyholders' interest 3,101 ---- 5,674 ----
---------------------------------------------------------------------------------------------------------------------------------
Total Losses, Benefits and Expenses 68,823 44,538 181,425 134,336
Gain on partial reduction of extended earnings liability ---- (6,318) ---- (6,318)
---------------------------------------------------------------------------------------------------------------------------------
Total Losses, Benefits, Expenses and Other 68,823 38,220 181,425 128,018
Income before federal income tax expense and preferred stock dividends 7,044 12,716 20,019 21,005
Federal income tax expense 1,872 4,258 5,865 6,814
---------------------------------------------------------------------------------------------------------------------------------
Income before preferred stock dividends 5,172 8,458 14,154 14,191
Preferred stock dividends 104 ---- 189 ----
---------------------------------------------------------------------------------------------------------------------------------
Net income attributable to common stockholders 5,068 8,458 13,965 14,191
---------------------------------------------------------------------------------------------------------------------------------
Other comprehensive income, net of tax:
Unrealized holding gains (losses) arising during the period (net of deferred
tax expense (benefit) of ($754), $1,879, ($5,007) and $2,186, respectively) (1,401) 3,489 (9,300) 4,060
Reclassification adjustment for gains included in net income
(net of tax expense of $79, $101, $134 and $208, respectively) (146) (188) (249) (386)
---------------------------------------------------------------------------------------------------------------------------------
Other comprehensive income (loss) (1,547) 3,301 (9,549) 3,674
---------------------------------------------------------------------------------------------------------------------------------
Comprehensive income $3,521 $11,759 $4,416 $17,865
=================================================================================================================================
Per Share Data:
Net income - basic $0.83 $1.61 $2.41 $2.70
=================================================================================================================================
Net income - diluted $0.82 $1.59 $2.38 $2.67
=================================================================================================================================
Basic weighted average shares outstanding 6,110,684 5,253,813 5,806,228 5,253,813
=================================================================================================================================
Diluted weighted average shares outstanding 6,192,764 5,303,707 5,863,363 5,306,257
=================================================================================================================================
See accompanying notes to Consolidated Financial Statements.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
FARM FAMILY HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
($ in thousands)
(Unaudited)
For the Nine Months
Ended September 30,
-------------------
1999 1998
-----------------------------------------------------------------------------------------------------------------------
Operating Activities
<S> <C> <C>
Net income $13,965 $14,191
-----------------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net income to net cash provided by operating
activities:
Realized investment losses (gains), net 1,004 (534)
Amortization of bond discount 2,257 231
Amortization and depreciation 29,093 25,795
Interest credited to policyholders 11,592 ----
Deferred income taxes (986) 1,048
Gain on partial reduction of extended earnings liability ---- (6,318)
Participating policyholders' interest 5,674 ----
Dividends to policyholders (4,780) ----
Capitalization of deferred acquisition costs (30,929) (27,277)
Loss on sale of property and equipment 9 ----
Changes in:
Reinsurance receivables (2,853) (9,922)
Premiums receivable, net (6,055) (5,497)
Accrued investment income 637 373
Receivable from affiliates, net 1,471 447
Other assets (295) 399
Reserves for property/casualty insurance losses and loss adjustment expenses 10,817 20,344
Reserves for life policies and contract benefits 6,908 ----
Unearned premium reserve 5,519 7,046
Reinsurance premiums payable 1,760 625
Accrued expenses and other liabilities (338) 1,712
-----------------------------------------------------------------------------------------------------------------------
Total adjustments 30,505 8,472
-----------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 44,470 22,663
-----------------------------------------------------------------------------------------------------------------------
Investing Activities
Proceeds from sales:
Fixed maturities - available for sale 29,104 1,414
Equity securities 2,796 ----
Investment collections:
Fixed maturities - available for sale 43,035 36,709
Fixed maturities - held to maturity 342 376
Equity securities 663 ----
Mortgage loans 357 950
Other invested assets 275 ----
Investment purchases:
Fixed maturities - available for sale (96,135) (59,047)
Equity securities (1,455) ----
Mortgage loans (2,275) ----
Policy loans issued, net (156) ----
Change in other invested assets 1 77
Purchases of property and equipment (1,625) ----
Proceeds from sale of property and equipment 3 ----
Net cash of subsidiary at date of acquisition 3,295 ----
Acquisition expenses (1,895) ----
-----------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (23,670) (19,521)
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
FARM FAMILY HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows - Cont'd
($ in thousands)
(Unaudited)
For the Nine Months
Ended September 30,
-------------------
1999 1998
-----------------------------------------------------------------------------------------------------------------------
Financing Activities
<S> <C> <C>
Contractholder fund deposits 69,135 ----
Contractholder fund withdrawals (80,594) ----
Principal payments on debt ---- (1,268)
-----------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities (11,459) (1,268)
-----------------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 9,341 1,874
Cash and cash equivalents, beginning of period 10,677 11,484
-----------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $20,018 $13,358
=======================================================================================================================
See accompanying notes to Consolidated Financial Statements.
</TABLE>
6
<PAGE>
Notes to Consolidated Financial Statements (Unaudited)
1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements include the accounts of
Farm Family Holdings, Inc. ("Farm Family Holdings") and its wholly-owned
subsidiaries (collectively referred to as the "Company"). The primary
subsidiaries of Farm Family Holdings are Farm Family Casualty Insurance
Company ("Farm Family Casualty") and Farm Family Life Insurance Company
("Farm Family Life").
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-Q and Article
10 of Regulation S-X. In the opinion of management, these statements
contain all adjustments, including normal recurring accruals, which are
necessary for a fair presentation of the financial position, results of
operations and cash flows for the interim periods. The results of the
Company's operations for any interim period are not necessarily indicative
of the results of the Company's operations for a full fiscal year.
It is suggested that these consolidated financial statements be read in
conjunction with the financial statements and the related notes included in
Farm Family Holdings' December 31, 1998 Form 10-K and June 30, 1999 Form
10-Q.
2. Farm Family Life Acquisition - Pro Forma Results of Operations
The following unaudited pro forma information for the Company gives effect
to the Farm Family Life acquisition as if it happened at the beginning of
the periods presented. These pro forma results have been prepared for
comparative purposes only and are not necessarily indicative of what would
have resulted had the acquisition been made on the dates indicated, or
future results.
<TABLE>
<CAPTION>
Nine Months Ended
($ in thousands, except per share data) September 30,
-------------
1999 1998
---- ----
<S> <C> <C>
Revenues $224,196 $217,938
Net income attributable to common stockholders $14,832 $16,388
Net income per common share - diluted $2.40 $2.66
</TABLE>
Net income for the nine months ended September 30, 1998 included a gain of
$4,107,000 ($6,318,000 less taxes of $2,211,000) or $0.77 per share as a
result of the reduction of a significant portion of the Company's liability
for its extended earnings program with its agents.
7
<PAGE>
3. Earnings Per Share
The following table presents a reconciliation of the numerators and
denominators of the basic and diluted earnings per share computations.
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------- -------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income available to common stockholders $5,068,000 $8,458,000 $13,965,000 $14,191,000
========================================================
Weighted-average number of shares in basic earnings per share 6,110,684 5,253,813 5,806,228 5,253,813
Effect of stock options 82,080 49,894 57,135 52,444
--------------------------------------------------------
Weighted-average number of shares in diluted earnings per share 6,192,764 5,303,707 5,863,363 5,306,257
========================================================
Basic net income per share $0.83 $1.61 $2.41 $2.70
========================================================
Diluted net income per share $0.82 $1.59 $2.38 $2.67
========================================================
</TABLE>
4. Future Application of Accounting Standards
In September 1998, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities" ("Statement 133"). This
statement, which is effective for the Company for the year beginning
January 1, 2001, establishes accounting and reporting standards for
derivative instruments and for hedging activities. Statement 133 requires
the recognition of all derivatives as either assets or liabilities in the
statement of financial position and the measurement of those instruments
at fair value. Management believes that Statement 133 will not have a
material impact on the Company's consolidated financial statements.
5. Contingencies
The Company is party to numerous legal actions arising in the normal course
of business. Management believes that resolution of these legal actions
will not have a material adverse effect on the Company's consolidated
financial condition.
Catastrophes are an inherent risk in the property and casualty insurance
industry and could produce significant adverse fluctuations in the
Company's results of operations and financial condition. The Company is
subject to a concentration of risk within the Northeastern United States.
For each of the nine-month periods ended September 30, 1999 and 1998,
approximately 62% and 63%, respectively, of the Company's property and
casualty direct premiums were written in the states of New York and New
Jersey. As a result of the concentration of the Company's business in the
states of New York and New Jersey, and more generally, in the Northeastern
United States, the Company's results of operations may be significantly
affected by weather conditions, catastrophic events and regulatory
developments in these two states and in the Northeastern United States,
despite the Company's property and casualty reinsurance program designed to
mitigate the impact of adverse weather and catastrophic events on the
Company's operating results.
As a condition of its license to do business in various states, the Company
is required to participate in a variety of mandatory residual market
mechanisms (including mandatory pools) which provide certain insurance
(most notably automobile insurance) to consumers who are otherwise unable
to obtain such coverages from private insurers. The amount of future losses
or assessments from residual market mechanisms can not be predicted with
certainty and could have a material adverse effect on the Company's future
results of operations.
8
<PAGE>
5. Contingencies - Continued
During the third quarter of 1998, the Company modified the agreements with
its agents to include revised conditions under which eligible agents may
receive extended earnings payments. In addition to length of service,
confidentiality, and non-competition conditions, extended earnings will be
paid only if a successor agent(s) assumes the right to service the book of
business of the eligible former agent and agrees to become primarily
responsible for making the extended earnings payments. In the event that no
successor agent(s) assumes the right to service the book of business of an
eligible former agent, the Company has no obligation to make the extended
earnings payments. The Company has no intention to waive this provision of
its agreements with its agents. As a result, the successor agent(s), not
the Company, is the primary obligor responsible for extended earnings
payments. Since the inception of the Program in 1986, the Company has
always been able to identify successor agents willing to assume the rights
to service such books of business. The Company acts as guarantor of the
amounts payable to eligible former agents who have terminated their
association with the Company by successor agents who agree to make the
extended earnings payments. At September 30, 1999, the Company was
guarantor of $704,000 for such payments. The Company expects to enforce the
terms of the guarantee in the event of default by a successor agent.
The Company's liability for funds on deposit from policyholders includes
amounts subject to discretionary withdrawal from annuity investment
contracts. Withdrawal characteristics of annuity deposit liabilities as of
September 30, 1999 are as follows:
<TABLE>
<CAPTION>
($ in thousands) Amount % of Total
------ ----------
Subject to discretionary withdrawal at book
<S> <C> <C>
value less surrender charge of 5% or more $63,847 21.1%
Subject to discretionary withdrawal at book
value less no or minimal surrender charge 230,073 76.0%
Not subject to discretionary withdrawal 8,898 2.9%
-------------------------------
Total annuities and deposit fund liabilities $302,818 100.0%
-------------------------------
</TABLE>
Many of the Company's existing computer programs and other computer systems
upon which the Company relies were created using only two digits to
identify a year in the date field. If not corrected, many of these computer
applications could fail or produce erroneous results. In 1996, management
began considering Year 2000 issues as they affect the Company and began to
develop a Year 2000 plan. The Company's overall plan for dealing with the
Year 2000 problem covers information technology ("IT") systems, non-IT
systems, and third-party providers. The Company has established a Year 2000
team to lead the Company's activities relating to its Year 2000 issues. The
Company's Year 2000 team works with the Company's senior management, legal
and business units on Year 2000 issues. Despite the Company's efforts to
address its Year 2000 issues, there can be no assurances that Year 2000
related failures of the Company's IT systems, or that Year 2000 related
failures by third parties with which the Company interacts, will not have a
material adverse effect on the Company's results of operations, liquidity
and financial condition.
In addition to its own computer systems and third-party providers, the
Company may also have exposure in its property/casualty operations to Year
2000 claims asserted under certain insurance policies it has sold to
customers. There can be no assurances that Year 2000 related claims will
not emerge and that such claims will not have a material adverse effect on
the Company's results of operations, liquidity and financial condition.
9
<PAGE>
6. Segment Information
The Company has two reportable segments: property and casualty insurance
and life insurance, which offer different products and services. The
property and casualty insurance segment includes activities related to the
sale of the Special Farm Package, a flexible multi-line package of
insurance coverages, and other insurance products covering personal and
commercial automobiles, businessowners and homeowners. The life insurance
segment includes the sale of individual whole life, term and universal
life products, single and flexible premium deferred annuity products,
single premium immediate annuity products and disability income insurance
products. The Company uses operating income (net income excluding realized
investment gains (losses) and nonrecurring charges, net of taxes) to
measure the financial results of its segments.
"Corporate and other" includes holding company activities and operations
not directly related to the reportable segments.
Summarized segment financial information is as follows:
<TABLE>
<CAPTION>
($ in thousands) Three months ended Nine months ended
September 30, September 30,
------------- -------------
1999 1998 1999 1998
---- ---- ---- ----
Premium Revenues
<S> <C> <C> <C> <C>
Property and casualty insurance $49,398 $45,660 $142,455 $133,404
Life insurance 9,055 ---- 18,351 ----
-----------------------------------------------------
Total premium revenues $58,453 $45,660 $160,806 $133,404
=====================================================
Net Investment Income
Property and casualty insurance $5,220 $4,688 $15,069 $13,935
Life insurance 13,004 ---- 25,209 ----
Corporate and other 94 127 304 398
Intersegment eliminations 25 ---- 37 ----
-----------------------------------------------------
Total investment income $18,343 $4,815 $40,619 $14,333
=====================================================
Amortization Expense
Property and casualty insurance
Amortization of deferred acquisition costs $9,398 $8,752 $26,909 $25,795
Life insurance
Amortization of deferred acquisition costs 334 ---- 591 ----
Amortization of present value of future profits (125) ---- 272 ----
-----------------------------------------------------
Total amortization expense $9,607 $8,752 $27,772 $25,795
=====================================================
Other Operating Costs and Expenses
Property and casualty insurance
Underwriting expenses $2,546 $2,410 $7,671 $8,335
Dividends to policyholders 51 64 159 119
Life insurance
Other operating costs and expenses 3,115 ---- 6,493 ----
Corporate and other 376 376 908 1,024
Intersegment eliminations (225) ---- (450) ----
-----------------------------------------------------
Total other operating costs and expenses $5,863 $2,850 $14,781 $9,478
=====================================================
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
6. Segment Information - Continued
($ in thousands) Three months ended Nine months ended
September 30, September 30,
------------- -------------
1999 1998 1999 1998
---- ---- ---- ----
Net Income
Operating Income
<S> <C> <C> <C> <C>
Property and casualty insurance $4,439 $4,389 $12,855 $10,143
Life insurance 963 ---- 1,598 ----
Corporate and other (159) (162) (504) (406)
-------------------------------------------------------
Total consolidated operating income 5,243 4,227 13,949 9,737
Realized investment gains, net of tax (175) 124 16 347
Gain on partial reduction of extended earnings liability,
net of tax ---- 4,107 ---- 4,107
-------------------------------------------------------
Total net income $5,068 $8,458 $13,965 $14,191
=======================================================
Federal Income Tax Expense (Benefit)
Property and casualty insurance $1,274 $4,350 $4,741 $7,032
Life insurance 808 ---- 1,357 ----
Corporate and other (210) (92) (233) (218)
-------------------------------------------------------
Total federal income tax expense $1,872 $4,258 $5,865 $6,814
=======================================================
</TABLE>
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
---- ----
Assets
<S> <C> <C>
Property and casualty insurance $445,041 $397,038
Life insurance 821,728 ----
Corporate and other 71,593 35,417
Intersegment eliminations (96,758) (25,952)
------------------------------
Total assets $1,241,604 $406,503
==============================
</TABLE>
11
<PAGE>
Report of Independent Accountants
To the Shareholders and Board of Directors
Farm Family Holdings, Inc.
We have reviewed the accompanying consolidated balance sheet of Farm Family
Holdings, Inc. and its subsidiaries as of September 30, 1999, and the related
consolidated statements of income and comprehensive income for the three-month
and nine-month periods ended September 30, 1999 and the consolidated statement
of cash flows for the nine-month period ended September 30, 1999. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated interim financial statements for them
to be in conformity with generally accepted accounting principles.
We previously audited in accordance with generally accepted auditing standards,
the consolidated balance sheet as of December 31, 1998, and the related
consolidated statements of income and comprehensive income and of cash flows for
the year then ended (not presented herein), and in our report dated February 10,
1999 we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
consolidated balance sheet information as of December 31, 1998, is fairly stated
in all material respects in relation to the consolidated balance sheet from
which it has been derived.
/s/ PricewaterhouseCoopers LLP
Albany, New York
October 21, 1999
12
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
Operations
General
The following discussion includes the operations of Farm Family Holdings, Inc.
("Farm Family Holdings") and its wholly-owned subsidiaries (collectively
referred to as the "Company") and should be read in conjunction with the
consolidated financial statements and the related notes included elsewhere
within this document.
The Company's operating results are subject to significant fluctuations from
period to period depending upon, among other factors, the frequency and severity
of losses from weather related and other catastrophic events, the effect of
competition and regulation on the pricing of products, changes in interest
rates, the impact on reserves and reserving policy caused by property and
casualty claims development and variations of actual experience from that
assumed for life insurance business as to expected morbidity, lapse rates and
other factors used in the development of product pricing, general economic
conditions, tax laws and the regulatory environment. As a condition of its
license to do business in various states, the Company is required to participate
in a variety of mandatory residual market mechanisms (including mandatory pools)
which provide certain insurance (most notably automobile insurance) to consumers
who are otherwise unable to obtain such coverages from private insurers. In all
such states, residual market premium rates are subject to the approval of the
state insurance department and have generally been inadequate. The amount of
future losses or assessments from residual market mechanisms cannot be predicted
with certainty and could have a material adverse effect on the Company's results
of operations.
For the nine-month periods ended September 30, 1999 and 1998, 35.0% and 34.5%,
respectively, of the Company's property and casualty direct written premiums
were derived from policies written in New York and, for the same periods, 26.8%
and 28.4%, respectively, were derived from policies written in New Jersey. For
these same periods, no other state accounted for more than 10.0% of the
Company's property and casualty direct written premiums. As a result, the
Company's results of operations may be significantly affected by weather
conditions, catastrophic events and regulatory developments in these two states
and in the Northeastern United States generally.
Many computer programs and other computer systems upon which the Company relies
were created using only two digits to identify a year in the date field. If not
corrected, many of these computer applications could fail or produce erroneous
results. In 1996, management began considering Year 2000 issues as they affect
the Company and began to develop a Year 2000 plan. The Company's overall plan
for dealing with the Year 2000 problem covers information technology ("IT")
systems, non-IT systems, and third-party providers. The Company has established
a Year 2000 team to lead the Company's activities relating to its Year 2000
issues. The Company's Year 2000 team works with the Company's senior management,
legal and business units on Year 2000 issues. The Company's current state of
readiness with respect to each of its IT systems, non-IT systems and third-party
providers is discussed below.
The Company uses a process consisting of the following five phases to approach
Year 2000 compliance of its IT systems: (1) Inventory (cataloging the systems
portfolio); (2) Assessment (identifying possible Year 2000 related failures and
developing strategies to remediate them); (3) Remediation (creating or acquiring
corrections to deficiencies); (4) Testing (confirming whether remediation is
successful); and (5) Implementation (installing solutions).
Critical IT systems include product administration systems, key financial
systems and core IT infrastructure. Management of the Company believes that the
phases of inventory, assessment, remediation, testing and implementation for
critical IT systems currently in use by the Company have been completed.
Noncritical IT systems include certain other business applications which the
Company does not believe to be critical. The
13
<PAGE>
inventory phase has been completed for the Company's noncritical IT systems. The
assessment, remediation, testing and implementation phases for the Company's
noncritical IT systems are ongoing and are expected to be completed by the end
of 1999.
The Company has tested the operation of IT systems working together in an
integrated test environment that replicated the Company's live environment. This
test exercised software and hardware using dates advanced to Year 2000 and
beyond. There can be no assurances that this integrated testing discovered all
potential Year 2000 problems.
Non-IT systems typically include embedded technology such as microcontrollers.
The Company's non-IT systems include machinery and equipment in the buildings it
occupies, such as elevators, telephone equipment, HVAC, security and alarm
systems and print shop/mail room equipment. The Company is reviewing these
systems for Year 2000 compliance with the third-party providers the Company uses
to service and maintain this equipment.
The Company's Year 2000 effort also includes a systematic assessment of the Year
2000 compliance status of third-party providers. The Company believes loss of
public utilities, phone, banking, mail or certain outsourced processing services
could have an immediate adverse impact on the Company's operations, which under
certain circumstances could be material. The Company has contacted each of its
third-party providers, through letters, questionnaires and/or interviews
depending upon the nature of the product or service supplied, to determine if
the provider is Year 2000 compliant. As of September 30, 1999, the Company has
received responses from approximately 90% of such third-parties. These responses
generally state that the third-party providers believe they will be Year 2000
compliant and that no products or services provided will be materially affected.
However, few providers have given written assurances directly to the Company
that they are currently Year 2000 compliant. The Company continues to monitor
the status of third-party providers' Year 2000 compliance. Management believes
that the process of evaluating the Year 2000 compliance status of the Company's
third-party providers who provide critical services and products has been
substantially completed. At this time, the Company has not changed its
dependency on any of these third-party providers because of concerns about their
Year 2000 compliance status and plans.
The Company does not separately track the internal costs incurred for the Year
2000 project which are principally the related payroll costs for its IT staff.
However, the Company has identified certain costs related to the Year 2000
project including costs related to outside consultants and software and hardware
applications. The identified costs incurred for the nine months ended September
30, 1999 were approximately $122,000. The total identified costs related to the
Year 2000 project to date are approximately $600,000, of which $584,000 was
expensed and $16,000 was capitalized. Based on information currently available,
the total identified remaining costs expected to be incurred for the Year 2000
projects are estimated to be $30,000. These costs are being funded through
operating cash flows. These amounts include costs relating to Farm Family Life
and United Farm Family, including costs incurred by Farm Family Life and United
Farm Family prior to Farm Family Holdings' acquisition of Farm Family Life on
April 6, 1999. The Company's estimated costs of the Year 2000 project are based
on management's best estimates, which were derived from numerous assumptions,
including the extent of remaining remediation and testing activities,
availability of certain resources and other factors.
The phases of inventory, assessment, remediation, testing and implementation of
the Company's software for Year 2000 issues have been done primarily by the
Company's existing IT staff. Correction of Year 2000 issues is a high priority
project and certain other less critical IT projects have been deferred due to
Year 2000 efforts; however, the Company does not believe the deferral of other
IT projects has had a material effect on the Company's financial condition or
results of operations in 1998 or during the nine months ended September 30,
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<PAGE>
1999. The Company's IT staff has continued to work on other high priority
projects concurrent with the Year 2000 project.
The Company has not conducted a comprehensive analysis of the operational
problems and costs that would be reasonably likely to result from the failure to
achieve Year 2000 compliance on a timely basis. The Company believes that its
most reasonably likely worst case Year 2000 scenarios may include these
elements: (1) one or more parts of the Company's IT systems will operate
incorrectly, thereby resulting in a temporary shutdown or miscalculations in a
system which may have an adverse effect on the Company's operations and (2) one
or more of the Company's third-party providers will be unable to provide the
products or services expected which may have an adverse effect on the Company's
operations. Based on the testing already completed, the Company believes that
its software and hardware will perform substantially as planned when Year 2000
processing begins.
The Company has developed Year 2000 contingency plans for critical services and
products provided by third-parties and for internal critical IT systems. The
contingency plans vary depending on the circumstances, but most often include
alternate or backup procedures and systems, both automated and manual.
Management intends to validate these plans as practicable and implement them by
the end of 1999. The extent to which the contingency plans will minimize
disruptions of critical business processes is not determinable.
Despite the Company's efforts to address its Year 2000 issues, there can be no
assurances that Year 2000 related failures of the Company's IT systems, or that
Year 2000 related failures by third parties with which the Company interacts,
will not have a material adverse effect on the Company's results of operations,
liquidity and financial condition.
In addition to its own computer systems and third-party providers, the Company
may also have exposure in its property/casualty operations to Year 2000 claims
asserted under certain insurance policies it has sold to customers. Although the
Company does not issue insurance policies intended to cover risks related to the
Year 2000 issue, there can be no certainty regarding future judicial or
legislative interpretations of coverage. There can be no assurances that Year
2000 related claims will not emerge and that such claims will not have a
material adverse effect on the Company's results of operations, liquidity and
financial condition.
Safe Harbor Statement under The Private Securities Litigation Reform Act of
1995: With exception of historical information, the matters discussed or
incorporated by reference in this Report on Form 10-Q are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 that are based on management's current knowledge, expectations, estimates,
beliefs and assumptions. The forward-looking statements in this Form 10-Q
include, but are not limited to, statements of the plans and objectives of the
Company or its management, statements of future economic performance,
projections of revenue, earnings, capital structure and other financial items
and assumptions underlying statements regarding the Company or its business.
Readers are hereby cautioned that certain events or circumstances could cause
actual results to differ materially from those estimated, projected, or
predicted. The forward-looking statements in this Form 10-Q are not guarantees
of future performance and are subject to a number of important risks and
uncertainties, many of which are outside the Company's control, that could cause
actual results to differ materially. These risks and uncertainties include, but
are not limited to, the results of operations of the Company, fluctuations in
the market value of shares of the Company's common stock, exposure to
catastrophic loss, geographic concentration of loss exposure, general economic
conditions and conditions specific to the property and casualty insurance
industry, including its cyclical nature, regulatory changes and conditions,
rating agency policies and practices, competitive factors, claims development
and the impact thereof on loss reserves and the Company's reserving policy, the
adequacy of the Company's
15
<PAGE>
reinsurance programs, developments in the securities markets and the impact
thereof on the Company's investment portfolio, factors relating to the Company's
ability to successfully address its Year 2000 issues and other risks listed from
time to time in the Company's Securities and Exchange Commission filings,
including the Form 10-K filed for the fiscal year ended December 31, 1998.
Additional risks and uncertainties that may cause actual results of operations
and business of Farm Family Life to differ materially from those contemplated or
projected, forecasted, estimated or budgeted in such forward looking statements,
include, among others: (i) assumptions regarding future morbidity, persistency,
lapse rates, expenses, mortality and interest rates used in calculating reserve
and liability amounts; (ii) significant variations of actual experience from
that assumed by Farm Family Life as to the expected morbidity, lapse rates and
other factors in developing pricing and other terms of its life insurance
products; (iii) the ability of Farm Family Life to maintain its current rating
from A.M. Best Company, Inc.; (iv) changes in interest rates causing a reduction
of investment income, operating cash flow and other sources which affect Farm
Family Life's ability to pay policyholder benefits; (v) policyholder lapses
resulting from interest rate fluctuations; (vi) inability of Farm Family Life to
maintain appropriate levels of statutory capital and surplus, particularly in
light of continuing scrutiny by rating organizations and state insurance
regulatory authorities, and to maintain acceptable financial strength and
claim-paying ratings; (vii) a significant change in or termination of Farm
Family Life's relationship with the Farm Bureaus(R) in the states where Farm
Family Life's business is concentrated; (viii) adverse state and federal
legislation and regulation, including limitations on premium levels, increases
in minimum capital and reserves and other financial viability requirements; (ix)
heightened competition, including, specifically the intensification of price
competition, the entry of new or existing competitors and the formation of new
products by new and existing competitors which may have substantially greater
technical, financial and operating resources; (x) inability to carry out
marketing and sales plans; (xi) loss of key executives; (xii) general economic
and business conditions which are less favorable than expected; (xiii)
unanticipated changes in industry trends; and (xiv) the reserving policies and
the adequacy of the reinsurance of Farm Family Life. Accordingly, there can be
no assurance that actual results will conform to the forward-looking statements
in this Form 10-Q.
16
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Results of Operations
The Three Months Ended September 30, 1999 Compared to the Three Months Ended
September 30, 1998
Insurance Premiums and Contract Charges
Premium revenue increased to $58.5 million for the three months ended
September 30, 1999 from $45.7 million for the same period in 1998.
Premium revenue for property and casualty insurance increased $3.7 million,
during the three months ended September 30, 1999 to $49.4 million from $45.7
million for the same period in 1998. The increase in premium revenue for the
third quarter of 1999 was primarily attributable to an increase of $1.7 million
in premium revenue derived from Farm Family Casualty's direct writings and a
decrease in premium revenue ceded to Farm Family Casualty's reinsurers of $1.7
million.
The $1.7 million increase in earned premiums on additional business directly
written by Farm Family Casualty was primarily attributable to an increase of
$0.8 million, or 1.9%, in earned premiums from Farm Family Casualty's primary
products (personal and commercial automobile products other than assigned risk
automobile business, the Special Farm Package, businessowners products,
homeowners products, and Special Home Package) and an increase of $0.9 million,
or 12.8%, in earned premiums from other products. The increase in earned
premiums from other products was primarily attributable to an increase in sales
of workers compensation products in Massachusetts and New York. Farm Family
Casualty had approximately 171,900 total policies in force at September 30,
1999. The number of policies in force related to Farm Family Casualty's primary
products increased by 3.8% to approximately 141,400 as of September 30, 1999
from approximately 136,200 as of September 30, 1998. The decrease in premium
revenue ceded to reinsurers of $1.7 million was primarily attributable to a
reduction in premiums ceded pursuant to Farm Family Casualty's aggregate stop
loss reinsurance program as a result of favorable loss experience for the 1999
accident year.
Property and casualty net written premiums increased $3.9 million to $50.2
million for the three months ended September 30, 1999 compared to $46.3 million
for the same period in 1998. The increase in net written premiums was primarily
attributable to an increase of $2.8 million in Farm Family Casualty's direct
writings excluding personal automobile business in New Jersey, a decrease of
$1.9 million in written premiums ceded to Farm Family Casualty's reinsurers, and
the inclusion of United Farm Family's direct writings of $0.5 million. These
increases were partially offset by a decrease of $1.5 million in direct written
premiums for personal automobile business in New Jersey. The reduction in
personal automobile business in New Jersey was primarily attributable to the New
Jersey legislation mandating a rate roll back for personal automobile business
in New Jersey, effective March 22, 1999. Geographically, the increase in Farm
Family Casualty's direct writings came from New York, Massachusetts,
Connecticut, West Virginia, New Hampshire, Delaware, Vermont and Rhode Island.
In addition, direct writings of all the Company's primary products, except
personal automobile, increased during the third quarter of 1999.
Life insurance premium revenue was $9.1 million for the three months ended
September 30, 1999. This amount includes premiums and contract charges primarily
from the sale of individual whole life, term and universal life products, and
disability income insurance products.
Net Investment Income
Net investment income increased $13.5 million to $18.3 million for the three
months ended September 30, 1999 from $4.8 million for the same period in 1998.
Net investment income for the property and casualty insurance segment increased
$0.5 million, or 11.3%, to $5.2 million for the three months ended September
30, 1999 from $4.7 million for the same period in 1998.
17
<PAGE>
The taxable equivalent yield on the property and casualty insurance segment's
investment portfolio was 6.9% and 7.1% for the three months ended September 30,
1999 and 1998, respectively. The increase in net investment income for the
property and casualty insurance segment was primarily the result of an increase
in the average cash and invested assets (at amortized cost) of $31.5 million, or
11.2%, for Farm Family Casualty and the inclusion of United Farm Family, which
accounted for $0.4 million of the increase in investment income and an
additional $26.5 million in average cash and invested assets (at amortized
cost). The overall increase in cash and invested assets was greater than the
overall increase in net investment income for the three months ended September
30, 1999 primarily as a result of an increase in the investment in tax-exempt
fixed maturity securities. The investment income from the property and casualty
insurance segment's tax-exempt securities increased to $1.1 million for the
three months ended September 30, 1999 from $0.7 million for the same period in
1998. United Farm Family's investment income from tax-exempt securities was not
material for the three months ended September 30, 1999. After-tax income has
been increased by investing in tax-exempt securities which generally produce
more after-tax investment income than taxable investment grade fixed maturity
securities when market conditions are favorable.
Net investment income for the life insurance segment was $13.0 million for the
three months ended September 30, 1999. The yield on fixed maturity investments
(at amortized cost) was 7.0% for that period.
Losses and Loss Adjustment Expenses
Losses and loss adjustment expenses on property and casualty insurance increased
$4.5 million, or 13.5%, to $37.4 million for the three months ended September
30, 1999 from $32.9 million for the same period in 1998. Losses and loss
adjustment expenses were 75.7% of premium revenue for the three months ended
September 30, 1999 compared to 72.1% of premium revenue for the same period in
1998. United Farm Family's losses and loss adjustment expenses were $1.0 million
for the three months ended September 30, 1999. Excluding United Farm Family,
losses and loss adjustment expenses were 74.1% of premium revenue for the three
months ended September 30, 1999 compared to 72.1% for the same period in 1998.
The increase in losses as a percent of premium revenue accounted for 1.6% of the
total 2.0% increase and was primarily attributable to a reduction of losses
ceded pursuant to Farm Family Casualty's aggregate stop loss reinsurance
program. The remaining 0.4% increase resulted from an increase in loss
adjustment expenses.
Amortization Expense
Amortization expense increased $0.8 million, or 9.8%, to $9.6 million for the
three months ended September 30, 1999 from $8.8 million for the same period in
1998. The increase was primarily attributable to an increase in amortization of
deferred acquisition costs for the property and casualty segment of $0.6 million
resulting from increased deferred acquisition costs due to the growth of Farm
Family Casualty.
Other Operating Costs and Expenses
Other operating costs and expenses increased $3.0 million to $5.9 million for
the three months ended September 30, 1999 from $2.9 million for the same period
in 1998. The increase was primarily due to the inclusion of Farm Family Life's
other operating costs and expenses of $3.1 million. For the three months ended
September 30, 1999, property and casualty insurance underwriting expenses
(including amortization expenses) were 24.2% of premium revenue compared to
24.4% for the same period in 1998. Excluding United Farm Family, for the three
months ended September 30, 1999, property and casualty insurance underwriting
expenses (including amortization expenses) were 23.7% of premium revenue
compared to 24.4% for the same period in 1998.
Participating Policyholders' Interest
Participating policyholders' interest of $3.1 million for the three months ended
September 30, 1999 is attributable to the inclusion of Farm Family Life in the
operations of the Company for the third quarter of 1999.
18
<PAGE>
Federal Income Tax Expense
Federal income tax expense decreased $2.4 million to $1.9 million for the three
months ended September 30, 1999 from $4.3 million for the same period in 1998.
Federal income tax expense was 26.6% of income before federal income tax expense
and preferred stock dividends for the three months ended September 30, 1999
compared to 33.5% for the same period in 1998. The reduction is primarily due to
an increase in interest income from tax-exempt securities.
Net Income Attributable to Common Stockholders
Net income decreased $3.4 million to $5.1 million for the three months ended
September 30, 1999 from $8.5 million for the same period in 1998 primarily due
to a net gain of $4.1 million ($6.3 million less taxes of $2.2 million) recorded
in 1998 as a result of the reduction of a significant portion of the Company's
liability for its extended earnings program with its agents, partially offset by
the foregoing factors.
The Nine Months Ended September 30, 1999 Compared to the Nine Months Ended
September 30, 1998
Insurance Premiums and Contract Charges
Premium revenue increased to $160.8 million for the nine months ended
September 30, 1999 from $133.4 million for the same period in 1998.
Premium revenue for property and casualty insurance increased $9.1 million,
during the nine months ended September 30, 1999 to $142.5 million from $133.4
million for the same period in 1998. The increase in property and casualty
premium revenue was primarily attributable to the following relating to Farm
Family Casualty: an increase of $6.0 million in premium revenue from direct
writings, an increase of $2.1 million in voluntary assumed reinsurance business
and a decrease of $0.7 million in premiums ceded to reinsurers.
The $6.0 million increase in earned premiums on additional business directly
written by Farm Family Casualty was primarily attributable to an increase of
$4.9 million, or 4.4%, in earned premiums from Farm Family Casualty's primary
products (personal and commercial automobile products other than assigned risk
automobile business, the Special Farm Package, businessowners products,
homeowners products, and Special Home Package) and an increase of $1.1, or 4.9%,
million in earned premiums from other products. Farm Family Casualty had
approximately 171,900 total policies in force at September 30, 1999. The number
of policies in force related to Farm Family Casualty's primary products
increased by 3.8% to approximately 141,400 as of September 30, 1999 from
approximately 136,200 as of September 30, 1998.
Property and casualty net written premiums increased $5.2 million, or 3.6%, to
$147.4 million for the nine months ended September 30, 1999 compared to $142.2
million for the same period in 1998. The increase in property and casualty net
written premiums for the first nine months of 1999 was primarily attributable to
an increase of $7.4 million or 6.3% in direct writings by Farm Family Casualty
excluding personal automobile business in New Jersey and assigned risk
automobile business premiums, an increase of $1.1 million in Farm Family
Casualty's assigned risk automobile business premiums, and the inclusion of
United Farm Family's direct written premium of $0.9 million. These increases
were partially offset by a decrease of $3.1 million in direct written premiums
for personal automobile business in New Jersey and by an increase of $1.3
million in premiums ceded by Farm Family Casualty to its reinsurers. The
reduction in personal automobile business in New Jersey was primarily
attributable to the New Jersey legislation mandating a rate roll back for
personal automobile business in New Jersey, effective March 22, 1999.
Geographically, the increase in Farm Family Casualty's direct writings came from
New York, New Jersey, Massachusetts, Connecticut, West Virginia, New Hampshire,
Vermont and Rhode Island. In addition, direct writings of all of Farm Family
Casualty's primary products, except personal automobile, increased during the
nine months ended September 30, 1999.
19
<PAGE>
Life insurance premium revenue was $18.4 million. This amount includes premiums
and contract charges primarily from the sale of individual whole life, term and
universal life products, and disability income insurance products, subsequent to
April 6, 1999, the effective date of Farm Family Holdings' acquisition of Farm
Family Life.
Net Investment Income
Net investment income increased $26.3 million to $40.6 million for the nine
months ended September 30, 1999 from $14.3 million for the same period in 1998.
Net investment income for the property and casualty insurance segment increased
$1.2 million, or 8.1% to $15.1 million for the nine months ended September 30,
1999 from $13.9 million for the same period in 1998. The taxable equivalent
yield on the property and casualty insurance segment's investment portfolio was
6.9% and 7.1% for the nine months ended September 30, 1999 and 1998,
respectively. The increase in net investment income for the property and
casualty insurance segment was primarily the result of an increase in the
average cash and invested assets (at amortized cost) of $31.2 million, or 11.3%,
for Farm Family Casualty and the inclusion of United Farm Family, which
accounted for $0.8 million of the increase in investment income and an
additional $27.4 million in average cash and invested assets (at amortized
cost). The overall increase in cash and invested assets was greater than the
overall increase in net investment income for the nine months ended September
30, 1999 primarily as a result of an increase in the investment in tax-exempt
fixed maturity securities. The investment income from the property and casualty
insurance segment's tax-exempt securities increased to $3.2 million for the nine
months ended September 30, 1999 from $1.7 million for the same period in 1998.
United Farm Family's investment income from tax-exempt securities was not
material for the nine months ended September 30, 1999. After-tax income has been
increased by investing in tax-exempt securities which generally produce more
after-tax investment income than taxable investment grade fixed maturity
securities when market conditions are favorable.
Net investment income for the life insurance segment was $25.2 million for the
nine months ended September 30, 1999, which represents net investment income for
Farm Family Life since its acquisition by Farm Family Holdings on April 6, 1999.
The yield on fixed maturity investments (at amortized cost) was 6.8% for that
period.
Losses and Loss Adjustment Expenses
Losses and loss adjustment expenses on property and casualty insurance increased
$7.7 million, or 7.8%, to $106.8 million for the nine months ended September 30,
1999 from $99.1 million for the same period in 1998. Losses and loss adjustment
expenses were 75.0% of premium revenue for the nine months ended September 30,
1999 compared to 74.3% of premium revenue for the same period in 1998. Excluding
United Farm Family, losses and loss adjustment expenses were 73.7% of premium
revenue for the nine months ended September 30, 1999 compared to 74.3% for the
same period in 1998. The decrease in losses and loss adjustment expenses as a
percent of premium revenue (excluding United Farm family) was primarily
attributable to a decrease in weather related losses for Farm Family Casualty
during the nine months ended September 30, 1999 compared to the same period in
1998.
Amortization Expense
Amortization expense increased $2.0 million, or 7.7%, to $27.8 million for the
nine months ended September 30, 1999 from $25.8 million for the same period in
1998. The increase was primarily attributable to the inclusion of amortization
expense of deferred acquisition costs and present value of future profits for
the life insurance segment of $0.9 million and an increase in amortization of
deferred acquisition costs for the property and casualty segment of $1.1
million.
20
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Other Operating Costs and Expenses
Other operating costs and expenses increased $5.3 million to $14.8 million for
the nine months ended September 30, 1999 from $9.5 million for the same period
in 1998. The increase was primarily due to the inclusion of Farm Family Life's
other operating costs and expenses of $6.5 million in 1999 partially offset by a
decrease in property and casualty underwriting expenses of $0.7 million and an
increase in intersegment eliminations of $0.5 million for the nine months ended
September 30, 1999 compared to the same period in 1998. For the nine months
ended September 30, 1999, property and casualty insurance underwriting expenses
(including amortization expenses) were 24.3% of premium revenue compared to
25.6% for the same period in 1998. The decrease in underwriting expenses as a
percent of premium revenue was primarily attributable to a greater relative
increase in the Company's premium revenue than in the level of overhead
expenses, as well as the continuation of a company-wide expense management
program, partially offset by the inclusion of the costs and expenses for United
Farm Family since its acquisition by Farm Family Holdings. Excluding United Farm
Family, for the nine months ended September 30, 1999, property and casualty
underwriting expenses (including amortization expenses) were 24.0% of premium
revenue compared to 25.6% for the same period in 1998.
Participating Policyholders' Interest
Participating policyholders' interest of $5.7 million for the nine months ended
September 30, 1999 is attributable to the inclusion of Farm Family Life since
its acquisition by Farm Family Holdings.
Federal Income Tax Expense
Federal income tax expense decreased $0.9 million to $5.9 million for the nine
months ended September 30, 1999 from $6.8 million for the same period in 1998.
Federal income tax expense was 29.3% of income before federal income tax expense
and preferred stock dividends for the nine months ended September 30, 1999
compared to 32.4% for the same period in 1998. The reduction is primarily due to
an increase in interest income from tax-exempt securities.
Net Income Attributable to Common Stockholders
Net income decreased $0.2 million to $14.0 million for the nine months ended
September 30, 1999 from $14.2 million for the same period in 1998 primarily due
to a net gain of $4.1 million recorded in 1998 as a result of the reduction of a
significant portion of the Company's liability for its extended earnings program
with its agents, partially offset by the foregoing factors.
Liquidity and Capital Resources
Net cash provided by operating activities was $44.5 million and $22.7 million
during the nine month periods ended September 30, 1999 and 1998, respectively.
The increase in net cash provided by operating activities was primarily
attributable to the additional operating cash flow from Farm Family Life.
Net cash used in investing activities was $23.7 million during the nine months
ending September 30, 1999 compared to $19.5 million for the same period in 1998.
The increase in cash used in investing activities resulted primarily from an
increase in investment purchases offset partially by an increase in cash
resulting from the acquisition of Farm Family Life.
The Company has in place unsecured lines of credit with two banks under which it
may borrow up to $17.0 million. At September 30, 1999, no amounts were
outstanding on the lines of credit.
21
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Future Application of Accounting Standards
In September 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("Statement 133"). This statement, which is effective
for the Company for the year beginning January 1, 2001, establishes accounting
and reporting standards for derivative instruments and for hedging activities.
Statement 133 requires the recognition of all derivatives as either assets or
liabilities in the statement of financial position and the measurement of those
instruments at fair value. Management believes that the adoption of Statement
133 will not have a material impact on the Company's financial statements.
22
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PART I. FINANCIAL INFORMATION (CONTINUED)
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK
The Company's market risks of financial instruments and investment objectives
have not materially changed since December 31, 1998. With the acquisition of
Farm Family Life effective April 6, 1999, however, the total amount of fixed
maturity investments has increased substantially. The carrying value of the
total fixed maturity portfolio at September 30, 1999 was $980.1 million compared
to $301.5 million at December 31, 1998. The fair value of the Company's fixed
maturity portfolio is sensitive to changes in interest rates. The Company
estimates that if interest rates were to increase by 100 basis points from their
September 30, 1999 levels, the Company's fixed maturity portfolio would decline
in fair value by approximately $54.0 million.
The calculation of interest rate sensitivity uses numerous assumptions, requires
significant estimates and assumes an immediate change in interest rates without
any management of the investment portfolio in reaction to such a change.
Consequently, the estimated change in the carrying value of the Company's fixed
maturity portfolio will likely be different from the actual changes experienced
under the given interest rate scenario, and the difference may be material.
PART II. OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
EXHIBIT INDEX
-------------
FARM FAMILY HOLDINGS, INC. FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
Exhibit Number Document Description
- -------------- --------------------
*2.1 Plan of Reorganization and Conversion dated February 14,
1996 as amended by Amendment No. 1, dated April 23, 1996
*3.1 Certificate of Incorporation of Farm Family Holdings, Inc.
*3.2 Bylaws of Farm Family Holdings, Inc.
3.3 Certificate of Designations of Junior Participating
Cumulative Preferred Stock of Farm Family Holdings, Inc.
(incorporated by reference to Exhibit 4.3 to Form S-8,
Registration No. 333-80723 filed with the Securities and
Exchange Commission on June 15, 1999)
3.4 Certificate of Corrections to Certificate of Designations of
Junior Participating Cumulative Preferred Stock of Farm
Family Holdings, Inc. (incorporated by reference to Exhibit
4.4 to Form S-8, Registration No. 333-80723 filed with the
Securities and Exchange Commission on June 15, 1999)
3.5 Certificate of Designations of Farm Family Holdings, Inc.
Preferred Stock, Series A (incorporated by reference to
Exhibit 4.5 to Form S-8, Registration No. 333-80723 filed
with the Securities and Exchange Commission on June 15,
1999)
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Exhibit Number Document Description
- -------------- --------------------
4.1 Rights Agreement, dated as of July 29, 1997, between Farm
Family Holdings, Inc. and The Bank of New York (incorporated
by reference to Exhibit 4.1 to Farm Family Holdings, Inc.'s
Current Report on Form 8-K/A filed with the Securities and
Exchange Commission on June 14, 1999)
4.2 Registration Rights Agreement, dated as of April 6, 1999 by
and among Farm Family Holdings, Inc. and the Shareholders of
Farm Family Life Insurance Company (incorporated by
reference to Farm Family Holdings, Inc.'s Form 10-Q for the
quarter ended June 30, 1999)
10.1 Amendment No. 1 to the Farm Family Holdings, Inc. Annual
Incentive Plan effective July 28, 1999 (filed herewith)
10.2 Farm Family Life Insurance Company, Farm Family Casualty
Insurance Company, Farm Family Holdings, Inc. Officer
Severance Pay Plan effective July 28, 1999 (filed herewith)
10.3 Amendment No. 3 to the Farm Family Holdings, Inc. Omnibus
Securities Plan effective July 28, 1999 (filed herewith)
10.4 Amendment No. 1 to the Farm Family Life Insurance Company
Annual Incentive Plan effective July 28, 1999 (filed
herewith)
10.5 Amendment No. 2 to the Farm Family Holdings, Inc. Officers'
Deferred Compensation Plan effective July 28, 1999 (filed
herewith)
10.6 Amendment No. 2 to the Farm Family Holdings, Inc. Directors'
Deferred Compensation Plan effective July 28, 1999 (filed
herewith)
10.7 Amendment No. 2 to Farm Family Supplemental Profit Sharing
and Money Purchase Plan effective July 28, 1999 (filed
herewith)
27 Financial Data Schedule
*Incorporated by reference to Registration Statement No. 333-4446
Reports on Form 8-K
- -------------------
A report on Form 8-K was filed on July 12, 1999 reporting a press
release issued announcing that the Company has been added to the Russell 2000
Index of small-capitalization stocks.
A report on Form 8-K was filed on August 2, 1999 reporting a press
release issued announcing results of its operations for the second quarter ended
June 30, 1999.
24
<PAGE>
Pursuant to the requirements 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.
FARM FAMILY HOLDINGS, INC.
(Registrant)
November 12, 1999 By:/s/ Philip P. Weber
- ------------------ ----------------------------------------------------
(Date) Philip P. Weber, President & Chief Executive Officer
(Principal Executive Officer)
November 12, 1999 By:/s/ Timothy A. Walsh
- ------------------ ----------------------------------------------------
(Date) Timothy A. Walsh, Executive Vice President - Finance &
Treasurer
(Principal Financial & Accounting Officer)
25
<PAGE>
EXHIBIT 10.1
AMENDMENT NO. 1 TO THE
FARM FAMILY HOLDINGS, INC.
ANNUAL INCENTIVE PLAN
This AMENDMENT NO. 1 TO THE FARM FAMILY HOLDINGS, INC. ANNUAL INCENTIVE PLAN,
dated as of July 28, 1999 (this "Amendment No. 1"), was adopted by the Board of
Directors of FARM FAMILY HOLDINGS, INC. (the "Company"), at a meeting duly
called and held on July 28, 1999.
WHEREAS, the Board of Directors of the Company (the "Board") adopted the Farm
Family Holdings, Inc. Annual Incentive Plan, effective January 1, 1997, as
amended and restated as of October 27, 1998 (as amended and restated, the
"Plan"); and
WHEREAS, pursuant to Section 8.06 of the Plan, the Board has the right to amend
the Plan at any time; and
WHEREAS, the Board desires to amend and modify the Plan as set forth herein.
NOW, THEREFORE, the Plan shall be, and hereby is, amended and modified,
effective July 28, 1999, as follows:
1. Section 1.02 is hereby amended and replaced in its entirety to read as
follows:
1.02 Cause: An employee's:
(a) felony conviction or the failure of an employee to
contest prosecution for a felony;
(b) willful misconduct or dishonesty, any of which is
directly and materially harmful to the business or
reputation of the Company;
(c) theft, participation in any material fraudulent
conduct, or other acts involving material
misappropriation of property; or
(d) willful and continued failure by the employee to
substantially perform the employee's duties properly
assigned to the employee (other than any such failure
resulting from the employee's incapacity due to
physical or mental illness) after demand for
substantial performance is delivered by the Company
specifically identifying the manner in which the
Company believes the employee has not substantially
performed his/her duties.
For purposes of determining Cause, no act, or failure to act, on
the employee's part shall be considered "willful" unless done, or
omitted to be done, by him not in good faith and without
reasonable belief that his action or omission was in the best
interests of the Company.
<PAGE>
Furthermore, the employee shall not be deemed to have been terminated
for Cause without (i) reasonable notice to the employee setting forth
the reasons for the Company's intention to terminate for Cause, (ii)
an opportunity for the employee, together with the employee's counsel,
to be heard before the Board, and (iii) delivery to the employee of a
notice of termination from the Board finding that in the good faith
opinion of a majority of the Board, the employee was guilty of conduct
set forth in this Section.
2. Section 1.03(b) is hereby amended and replaced in its entirety to read as
follows:
"(b) stockholders approve a merger, consolidation or other business
combination (a "Business Combination") other than a Business
Combination in which the persons who were the holders of
common stock of Farm Family Life Insurance Company, Farm
Family Casualty Insurance Company or Farm Family Holdings,
Inc. immediately prior to the Business Combination (i) own,
immediately after the Business Combination, more than sixty
percent (60%) of the combined voting power of securities
issued by the ultimate parent company resulting from such
Business Combination, and (ii) own such securities in
substantially the same proportion as they were owned by such
persons immediately prior to the Business Combination;"
3. Except as amended and modified by this Amendment No. 1, all other terms of
the Plan shall remain unchanged.
IN WITNESS WHEREOF, Farm Family Holdings, Inc. by authority of its Board of
Directors, has caused this Amendment No. 1 to be duly executed as of the date
and year first above written.
FARM FAMILY HOLDINGS, INC.
By: /s/ Philip P. Weber
-------------------
Philip P. Weber
Title: President & Chief Executive Officer
<PAGE>
EXHIBIT 10.2
SUMMARY PLAN DESCRIPTION
FARM FAMILY LIFE INSURANCE COMPANY
FARM FAMILY CASUALTY INSURANCE COMPANY
FARM FAMILY HOLDINGS, INC.
OFFICER SEVERANCE PAY PLAN
Effective July 28, 1999
Purpose
Farm Family Life Insurance Company (hereinafter referred to as "Life"), Farm
Family Casualty Insurance Company (hereinafter referred to as "Casualty") and
Farm Family Holdings, Inc. (hereinafter referred to as "Holdings") have adopted
a severance pay plan effective August 1, 1994, as amended July 29, 1997, July
28, 1998, October 27, 1998, and as further amended July 28, 1999, the purpose of
which is to provide financial benefits to officers of Life, Casualty or Holdings
who lose their positions under Severance Qualifying Conditions.
Eligible Officers
All officers of Life, Casualty and Holdings (each of such companies a "Company"
and collectively, the "Companies") are eligible for severance benefits under
this plan.
Definitions
1. Cause: An officer's:
(a) felony conviction or the failure of an officer to contest prosecution
for a felony;
(b) willful misconduct or dishonesty, any of which is directly and
materially harmful to the business or reputation of Life, Casualty or
Holdings;
(c) theft, participation in any material fraudulent conduct, or other acts
involving material misappropriation of property; or
(d) willful and continued failure by the officer to substantially perform
the officer's duties properly assigned to the officer (other than any
such failure resulting from the officer's incapacity due to physical
or mental illness) after demand for substantial performance is
delivered by the Company specifically identifying the manner in which
the Company believes the officer has not substantially performed
his/her duties.
For purposes of determining Cause, no act, or failure to act, on the
officer's part shall be considered "willful" unless done, or omitted to be
done, by him not in good faith and without reasonable belief that his
action or omission was in the best interests of the Company.
<PAGE>
Furthermore, the officer shall not be deemed to have been terminated for
Cause without (i) reasonable notice to the officer setting forth the
reasons for the Company's intention to terminate for Cause, (ii) an
opportunity for the officer, together with the officer's counsel, to be
heard before the Board, and (iii) delivery to the officer of a notice of
termination from the Board finding that in the good faith opinion of a
majority of the Board, the officer was guilty of conduct set forth in this
Section.
2. Change in Control: A change in control of Life, Casualty or Holdings of a
nature that would be required to be reported in response to Item 6(e) of
schedule 14A of Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), whether or not Life, Casualty or Holdings is
subject to the Exchange Act at such time; provided, however, that without
limiting the generality of the foregoing, a Change in Control will in any event
be deemed to occur if and when:
(a) any person (as such term is used in paragraphs 13(d) and 14(d)(2) of
the Exchange Act, hereinafter in this definition, "Person"), other
than Life, Casualty or Holdings, or a subsidiary of Life, Casualty or
Holdings or employee benefit plan of Life, Casualty or Holdings,
becomes the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly of twenty percent (20%) or more
of the common stock of Life, Casualty, or Holdings then outstanding;
(b) stockholders approve a merger, consolidation or other business
combination (a "Business Combination") other than a Business
Combination in which the persons who were the holders of common stock
of Life, Casualty or Holdings immediately prior to the Business
Combination (i) own, immediately after the Business Combination, more
than sixty percent (60%) of the combined voting power of securities
issued by the ultimate parent company resulting from such Business
Combination and (ii) own such securities in substantially the same
proportion as they were owned by such persons immediately prior to the
Business Combination;
(c) stockholders approve either (i) an agreement for the sale or
disposition of all or substantially all of Life's, Casualty's, or
Holding's assets to any entity that is not a subsidiary of one of said
Companies, or (ii) a plan of complete liquidation; or
(d) the persons who were members of the Board of Directors immediately
before a tender offer by any Person other than Life, Casualty or
Holdings or a subsidiary of Life, Casualty or Holdings, or before a
merger, consolidation or contested election, or before any combination
of such transactions, cease to constitute a majority of the Board of
Directors as a result of such transaction or transactions.
Provided, however, that the acquisition of Life by Holdings pursuant to the
Amended and Restated Option Purchase Agreement dated as of February 26, 1998 by
and among Holdings and the shareholders of Life, as amended by Amendment No. 1
to Amended and Restated Option Purchase Agreement dated as of April 28, 1998, as
the same may be further amended from time to time, shall not constitute a Change
in Control hereunder.
<PAGE>
3. Good Reason: "Good Reason" for termination of employment by the Eligible
Officer shall mean the occurrence (without the Eligible Officer's express
written consent) after a Change in Control of any one or more of the following
unless such act is remedied by the Companies within ten (10) business days after
receipt of written notice thereof given by the Eligible Officer:
(i) the assignment of the Eligible Officer to duties materially
inconsistent with the Eligible Officer's authorities, duties,
responsibilities and status (including offices, titles and reporting
requirements) as an executive and/or officer of any Company or a
material reduction or alteration in the nature or status of the
Eligible Officer's authorities, duties or responsibilities from those
in effect as of ninety (90) days prior to the Change in Control;
(ii) a reduction of the Eligible Officer's base salary in effect on the
Effective Date hereof or as the same shall be increased from time to
time, unless such reduction is less than ten percent (10%) and is
either (a) replaced by an incentive opportunity equal in value or is
(b) consistent and proportional with an overall reduction in
management compensation (i.e., the base salary of the Eligible
Officer will not be singled out for reduction in a manner
inconsistent to a reduction imposed on other executives of the
Companies);
(iii)the failure of any Company to continue in effect any of the Company's
annual and long-term incentive compensation plans or employee benefit
or retirement plans, policies, practices or other compensation
arrangements (collectively the "Compensation Arrangements") in which
the Eligible Officer participates unless such failure to continue the
plan, policy, practice or arrangement pertains to all plan
participants generally and the lost value is being replaced by a new
plan, policy, practice or arrangement of reasonably equivalent value;
or the failure by the Company to continue the Eligible Officer's
participation in the Compensation Arrangements on substantially the
same basis, both in terms of the amount of benefits provided and the
level of the Eligible Officer's participation relative to other
participants, as existed immediately prior to the Change in Control;
(iv) the permanent relocation of the principal place of the Eligible
Officer's employment to a location that is more than fifty (50) miles
from the location of the principal place of the Eligible Officer's
employment on the date immediately prior to the Change in Control; or
(v) the failure of a Company to obtain an agreement, in form and
substance reasonably satisfactory to the Eligible Officer, from any
acquirer of or successor to such Company to expressly assume and
agree to discharge the Company's obligations to the Eligible Officer
under this Officer Severance Pay Plan.
<PAGE>
The Eligible Officer's right to terminate employment for Good Reason shall not
be affected by the Eligible Officer's incapacity due to physical or mental
illness. The Eligible Officer's continued employment shall not constitute
consent to, or a waiver of rights with respect to, any circumstance constituting
Good Reason herein; provided, however, that the Eligible Officer must provide
notice of termination of employment within ninety (90) days following the
Eligible Officer's knowledge of an event constituting Good Reason or such event
shall not constitute Good Reason hereunder.
4. Salary: The sum of (i) the highest rate of wages, salaries and fees for
professional services, and other amounts received by the officer for personal
services actually rendered in the course of employment with the Companies within
the last two years, on an annualized basis and (ii) the highest Target Award
Opportunity established for the officer under each of the Company's Annual
Incentive Plan within the last two years. Salary does include taxable
reimbursements or other expense allowances, fringe benefits (cash and non cash),
and moving expenses. Salary does not include:
(a) any distribution from a plan of deferred compensation;
(b) amounts realized from the exercise of a non qualified stock option, or
when restricted stock (or property) held by an officer either becomes
freely transferable or is no longer subject to substantial risk of
forfeiture; and
(c) amounts realized from the sale, exchange or other disposition of stock
acquired under a qualified stock option.
5. Year of Service: A period of 12 months during which the individual is an
officer and/or employee of Life, Casualty or Holdings, excluding any service as:
(a) A leased employee;
(b) An independent contractor; or
(c) An employee or agent of the Company compensated pursuant to an agent's
training allowance program, agent's, independent agent's, regional
manager's contract or other contract of the same general character
Severance Qualifying Conditions
An Eligible Officer whose employment with Life, Casualty or Holdings is
terminated, is eligible for severance benefits, if his or her employment is
terminated under the following conditions ("Severance Qualifying Conditions"):
1. The officer's employment with Life, Casualty or Holdings is
(a) involuntarily terminated other than for cause;
<PAGE>
(b) terminated due to the elimination of the officer's position and the
officer is not offered another position of comparable responsibility
and compensation with Life, Casualty or Holdings ("Elimination of
Position Termination");
(c) terminated due to a Change in Control of Life, Casualty or Holdings
and the officer is not offered a position of comparable responsibility
and compensation by the acquiring or resulting company ("Change in
Control Termination");
(d) terminated by the officer for Good Reason ("Termination for Good
Reason"); or
(e) in the case of the Chief Executive Officer or an Executive Vice
President, terminated by the officer within 30 days following the
first anniversary of a Change in Control ("Change in Control
Anniversary Termination"); AND
2. The officer executes a release of all claims against Life, Casualty and
Holdings acceptable to Life, Casualty and Holdings.
The termination of an officer's employment with Life, Casualty or Holdings, for
any of the following reasons shall not be treated as a Severance Qualifying
Condition:
- If an officer resigns, abandons his or her job, fails to return from an
approved leave of absence or initiates termination on any similar basis
other than pursuant to Elimination of Position Termination, Change in
Control Termination, Termination for Good Reason or Change in Control
Anniversary Termination;
- If an officer is terminated for Cause.
An Eligible Officer wishing to terminate employment with the Companies pursuant
to Subsection 1(c), 1(d) or 1(e) of the Severance Qualifying Conditions set
forth above shall provide written notice thereof to the Vice President - Human
Resources or, in the case of such notice given by the Vice President - Human
Resources, to the Chief Executive Officer of the Companies. Such written notice
shall set forth (i) the specific Severance Qualifying Event relied upon, (ii)
the facts and circumstances claimed to provide a basis for termination pursuant
to such Severance Qualifying Event; and (iii) the date of termination (which
date shall not be less than fifteen (15) nor more than sixty (60) days after the
giving of such notice).
The decision of whether an officer's termination is a Severance Qualifying
Condition shall be determined solely at the Companies' discretion.
<PAGE>
Policy
In the event that an Eligible Officer becomes eligible to receive severance
benefits as a result of meeting the Severance Qualifying Conditions set forth
above, the Companies shall pay to the Eligible Officer and provide him or her
with severance benefits equal to the following:
1. A lump sum amount equal to the Eligible Officer's unpaid salary, accrued
vacation pay, unreimbursed business expenses and all other items earned by
and owed to the Eligible Officer through and including the effective date
of employment termination.
2. The greater of:
(a) one week's Salary for each Year of Service or
(b) (i) 36 months Salary in the case of the Chief Executive Officer;
(ii) 24 months Salary in the case of an Executive Vice President;
(iii)12 months Salary in the case of a Senior Vice President; and
(iv) 6 months Salary in the case of any officer other than the Chief
Executive Officer, Executive Vice Presidents, and Senior Vice
Presidents
3. A lump sum amount equal to the amount, if any, to which the Eligible
Officer is entitled to receive under each of the Companies Annual Incentive
Plans. This amount, if any, shall be paid to the Eligible Officer pursuant to
the applicable Annual Incentive Plan(s).
4. A continuation for the period set forth in the applicable subsection of
paragraph 2(b) of this Section of the Eligible Officer's medical, dental, group
term life and disability insurance coverages. These benefits shall be provided
by the Companies, to the extent permitted under the terms of such plans and
applicable law, to the Eligible Officer beginning immediately upon the effective
date of termination. Such benefits shall be provided at the same premium cost to
the Eligible Officer, if any, and at the same coverage level, as in effect as of
the Eligible Officer's effective date of termination. To the extent that the
Companies are unable to provide for continuation of such benefits pursuant to
the terms of such plans and applicable law, the Companies shall provide an
equivalent benefit to the Eligible Officer.
Notwithstanding the above, these insurance benefits shall be discontinued prior
to the end of the stated continuation period in the event the Eligible Officer
receives substantially similar benefits from a subsequent employer, as
determined solely by the Plan Administrator in good faith. For purposes of
enforcing this offset provision, the Eligible Officer shall be deemed to have a
duty to keep the Vice President - Human Resources informed as to the terms and
conditions of any subsequent employment and the corresponding benefits earned
from such employment and shall provide, or cause to provide, to the Vice
President - Human Resources in writing correct, complete and timely information
concerning the same.
<PAGE>
5. The Eligible Officer shall be entitled, at the expense of the Companies, to
receive standard outplacement services from a nationally recognized outplacement
firm of the Companies' selection, for a period of up to two (2) years from the
effective date of termination. Such services shall be at the Companies' expense
to a maximum amount of twenty percent (20%) of the Eligible Officer's annual
rate of base salary as of the effective date of termination.
Any bonuses or performance or merit reviews that are pending or in process shall
not affect the amount of any officer's severance benefits.
In the event an officer becomes eligible for severance benefits pursuant to this
Officer Severance Pay Plan due to a Severance Qualifying Event with respect to
Life, Casualty or Holdings or any combination of the Companies less than all
three of the Companies, then Salary shall include only the amount of Salary
which would be allocated to the company for which there is a Severance
Qualifying Event for the Eligible Officer pursuant to the Amended and Restated
Expense Sharing Agreement dated February 14, 1996 or any successor agreement
thereto.
The decision of how benefits will be paid will be made by the Companies in their
sole discretion. The Companies will pay all benefits under this plan from their
general assets.
Certain Additional Payments by the Companies
In the event it shall be determined that any payment, award, benefit or
distribution (or any acceleration of any payment, award, benefit or
distribution) by the Companies (or any of their affiliated entities) or any
entity which effectuates a Change in Control (or any of its affiliated entities)
to or for the benefit of an Eligible Officer (whether pursuant to the terms of
this Officer Severance Pay Plan or otherwise, but determined without regard to
any additional payments required under this Section) (the "Payments") would be
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code
of 1986, as amended (the "Code") (or any similar tax that may hereafter be
imposed), or any interest or penalties are incurred by the Eligible Officer with
respect to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the "Excise Tax"), then
the Companies shall pay to the Eligible Officer an additional payment (a "Gross
Up Payment") in an amount such that after payment by the Eligible Officer of all
taxes (including any Excise Tax) imposed upon the Gross Up Payment, the Eligible
Officer retains an amount of the Gross Up Payment equal to the sum of (x) the
Excise Tax imposed upon the Payments and (y) the product of any deductions
disallowed for federal, state or local income tax purposes because of the
inclusion of the Gross Up Payment in the Eligible Officer's adjusted gross
income and the highest applicable marginal rate of federal, state or local
income taxation, respectively, for the calendar year in which the Gross Up
Payment is to be made. For purposes of determining the amount of the Gross Up
Payment, the Eligible Officer shall be deemed to (i) pay federal income taxes at
the highest marginal rates of federal income taxation for the calendar year in
which the Gross Up Payment is to be made, (ii) pay applicable state and local
income taxes at the highest marginal rate of taxation for the calendar year in
which the Gross Up Payment is to be made, net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes and (iii) have otherwise allowable deductions for federal, state and
local
<PAGE>
income tax purposes at least equal to those disallowed because of the inclusion
of the Gross Up Payment in the Eligible Officer's adjusted gross income.
Subject to the provisions of this Section, all determinations required to be
made under this Section, including whether and when a Gross Up Payment is
required and the amount of such Gross Up Payment, and the assumptions to be
utilized in arriving at such determinations, shall be made by tax counsel,
compensation consultants or auditors of nationally recognized standing (the
"Independent Advisors") selected by the Companies and reasonably acceptable to
the Eligible Officer which shall provide detailed supporting calculations both
to the Companies and the Eligible Officer within fifteen (15) business days of
the receipt of notice from the Companies or the Eligible Officer that there has
been a Payment, or such earlier time as is requested by the Companies
(collectively, the "Determination"). All fees and expenses of the Independent
Advisors shall be borne solely by the Companies. The Gross Up Payment under this
Section with respect to any Payments shall be made no later than thirty (30)
days following such Payment. If the Independent Advisors determine that no
Excise Tax is payable by the Eligible Officer, it shall furnish the Eligible
Officer with a written opinion to such effect, and to the effect that failure to
report the Excise Tax, if any, on the Eligible Officer's applicable federal
income tax return will not result in the imposition of a negligence or similar
penalty. The Determination by the Independent Advisors shall be binding upon the
Companies and the Eligible Officer. In the event that the Excise Tax is
subsequently determined to be less than the amount taken into account hereunder
at the time the Gross Up Payment is made, the Eligible Officer shall repay to
the Companies at the time that the amount of such reduction in Excise Tax is
finally determined (but, if previously paid to the taxing authorities, not prior
to the time the amount of such reduction is refunded to the Eligible Officer or
otherwise realized as a benefit by the Eligible Officer) the portion of the
Gross Up Payment that would not have been paid if such Excise Tax had been
applied in initially calculating the Gross Up Payment, plus interest on the
amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the
Code. In the event that the Excise Tax is determined to exceed the amount taken
into account hereunder at the time the Gross Up Payment is made (including by
reason of any payment the existence or amount of which cannot be determined at
the time of the Gross Up Payment), the Companies shall make an additional Gross
Up Payment and shall indemnify and hold the Eligible Officer harmless in respect
of such excess (plus any interest and penalties payable with respect to such
excess) at the time that the amount of such excess is finally determined. The
Eligible Officer shall cooperate, to the extent his or her expenses are
reimbursed by the Companies, with any reasonable requests by the Companies in
connection with any contests or disputes with the Internal Revenue Service in
connection with the Excise Tax.
Review of Denial of Benefits/Appeal Process
If an officer does not receive benefits to which the officer thinks he or she is
entitled, the officer may file a claim for those benefits. The Vice
President-Human Resources will rule on the claims within 60 days of receipt of
the claim. In the case of claims made by the Vice President-Human Resources, the
Chief Executive Officer of the Companies shall make such review and
determination. If claims are denied, in whole or in part, the officer will be
notified in writing. A copy of the ruling and a statement supporting the
decision will be given to the
<PAGE>
officer. The notice will indicate why the claims were denied, and either
describe any additional information necessary to grant a claim or instruct the
officer on how to appeal the denial.
After an officer receives notice of denial of his or her claims, the officer may
appeal to the Plan Administrator, in writing within 60 days. If the officer does
not make an appeal within 60 days, the original decision will become final. The
officer may include in the written appeal any reasons for appeal and any
information to support the officer's rights to benefits. The Plan Administrator
will then reexamine all the facts and come to a final decision. The officer will
be notified of this decision within 60 days of the time that the officer submits
the written appeal, unless there are special circumstances, such as a hearing.
The officer will be notified if an extension is required. However, in no case
will the officer receive the Plan Administrator's decision later than 120 days
after the appeal is submitted. The notice of final decision will include
specific reasons for the decision and identify the plan provisions relied upon.
Fees and Expenses of Eligible Officers
The Companies shall reimburse the Eligible Officer for all reasonable legal,
accounting, actuarial and related fees and expenses incurred by the Eligible
Officer in seeking in good faith to obtain or enforce any benefit or right
provided by this Officer Severance Pay Plan or in connection with any tax audit
or proceeding to the extent attributable to the application of Section 4999 of
the Code (or such other Code Section imposing a similar tax that may hereafter
be enacted) to the Payments or to a Gross Up Payment, each as previously defined
herein. Such reimbursement shall be made within ten (10) business days after
receipt of the Eligible Officer's written request for reimbursement accompanied
with such evidence of fees and expenses incurred as the Companies reasonably may
require.
Amendment or Termination of the Plan
The Companies reserve the right to amend or terminate the plan at any time, with
or without advance notice, by action of the Board of Directors. Provided,
however, that no amendment or termination of the plan will reduce the amount the
Companies agree to pay officers covered by the Plan at the time of the amendment
or termination, in the event of a Severance Qualifying Condition below the
following amounts:
1. 36 months Salary in the case of the Chief Executive Officer;
2. 24 months Salary in the case of an Executive Vice President;
3. 12 months Salary in the case of a Senior Vice President; and
4. 6 months Salary in the case of an officer other than the Chief
Executive Officer, Executive Vice Presidents and Senior Vice
Presidents.
Further, it is provided, that no amendment or termination of the plan adversely
affecting the right of any officer to severance pay hereunder due to a Change in
Control of Life, Casualty or Holdings, shall be effective if made after the
Board of Directors has approved such Change in Control.
<PAGE>
Employee rights under ERISA
As a participant in this plan, officers are entitled to certain rights and
protection under ERISA. ERISA provides that all plan participants shall be
entitled to:
- Examine, free of charge, at the administrative office in their
geographic area, all plan documents and copies of all documents filed
by the plan with the U.S. Department of Labor.
- Obtain copies of all plan documents and other plan information upon
written request to the plan administrator. The plan administrator
may make a reasonable charge for the copies.
In addition to creating rights for the plan participants, ERISA imposes
obligations on the people who are responsible for the operation of the
plan. The people who operate the plan, called "fiduciaries" of the plan,
have a duty to do so prudently and in the interest of all plan participants
and beneficiaries.
No one, including the Companies or any other person, may discriminate
against employees to prevent them from obtaining a benefit or exercising
their rights under ERISA.
If a claim for a benefit is denied in whole or in part, an employee must
receive a written explanation of the reason for the denial. Employees also
have the right to have the plan administrator review and reconsider any
claim.
Under ERISA, there are steps employees can take to enforce the above
rights. For instance, if a participant in the plan requests materials from
the plan administrator and does not receive them within thirty days, the
participant may file suit in a federal court. In such a case, the court may
require the plan administrator to provide the materials and pay up to $100
a day until the participant receives the materials, unless the materials
were not sent because of reasons beyond the control of the plan
administrator. If a claim for benefits is denied or ignored, in whole or in
part, the participant may file suit in a state or federal court.
If any employee is discriminated against for asserting that person's
rights, assistance may be sought from the U.S. Department of Labor or the
participant may file suit in a federal court. The court will decide who
should pay court costs and legal fees. If the participant is successful,
the court may order the person sued to pay these costs and fees. If the
participant loses, the court may order that person to pay these costs and
fees, for example, if it finds a claim is frivolous.
If a participant has any questions about the plan, the participant should
contact the Human Resources Department of the Companies. If a participant
has any questions about this statement or about his or her rights under
ERISA, the nearest area office of the Labor-Management Services
Administration, U.S. Department of Labor, should be contacted.
<PAGE>
General Information. Eligible Officers should note the following
information about the severance plan:
Plan Sponsor. The Plan is sponsored by:
Farm Family Life Insurance Company
Farm Family Casualty Insurance Company
Farm Family Holdings, Inc.
P.O. Box 656
Albany, New York 12201-0656
Telephone Number (518) 431-5000
Plan Administrator: Farm Family Life Insurance Company is the plan
administrator. The plan administrator makes the rules and regulations
necessary to administer the plan. The plan administrator shall have the
responsibility and discretionary authority to interpret the terms of this
plan, to determine eligibility for benefits and to determine the amount of
the benefits. The interpretations and determinations of the plan
administrator shall be final and binding.
Agent for legal process: The Vice President-Human Resources of Life and
Casualty shall be the agent for service of legal process for all of the
Companies. Any communications should be sent to the following address:
Vice President-Human Resources
Farm Family Life Insurance Company Farm
Family Casualty Insurance Company
344 Route 9W
Glenmont, NY 12077
Mailing Address:
P.O. Box 656
Albany, NY 12201-0656
Legal process may also be served on the plan administrator at the following
address:
Farm Family Life Insurance Company
Attn.: Human Resources Department
344 Route 9W
Glenmont, NY 12077
Mailing Address:
P.O. Box 656
Albany, NY 12201-0656
Plan year: The records of the plan are kept on a calendar year basis.
<PAGE>
Identification number: If an officer needs to discuss the plan with a
federal government agency, he or she should reference the plan number 510.
The Company's employer identification numbers are:
Farm Family Life Insurance Company 14-1400831
Farm Family Casualty Insurance Company 14-1415410
Farm Family Holdings, Inc. 14-1789227
Notices
Any notice, consent or demand required or permitted to be given
under this Officer Severance Pay Plan shall be in writing and shall be
signed by the party giving or making the same. If such notice, consent or
demand is mailed to an Eligible Officer or to the Companies, it shall be
sent by United States certified mail, postage prepaid, and addressed as set
forth below.
If to an Eligible Officer:
To such officer's last known address as shown on the records of the
Company
If to the Vice President-Human Resources:
Vice President-Human Resources
Farm Family Life Insurance Company
Farm Family Casualty Insurance Company
344 Route 9W
Glenmont, NY 12077
Mailing Address:
P.O. Box 656
Albany, NY 12201-0656
If to the Plan Administrator:
Farm Family Life Insurance Company
Attn.: Human Resources Department
344 Route 9W
Glenmont, NY 12077
Mailing Address:
P.O. Box 656
Albany, NY 12201-0656
The date of such mailing shall be deemed the date of notice, consent or
demand. An officer may change the address to which notice is to be sent by
giving notice of the change of address in the manner aforesaid.
<PAGE>
EXHIBIT 10.3
AMENDMENT NO. 3 TO THE
FARM FAMILY HOLDINGS, INC.
OMNIBUS SECURITIES PLAN
This AMENDMENT NO. 3 TO THE FARM FAMILY HOLDINGS, INC. OMNIBUS SECURITIES PLAN,
dated as of July 28, 1999 (this "Amendment No. 3") was adopted by the Board of
Directors of FARM FAMILY HOLDINGS, INC. (the "Company"), at a meeting duly
called and held on July 28, 1999.
WHEREAS, the Board of Directors of the Company (the "Board") adopted the Farm
Family Holdings, Inc. Omnibus Securities Plan dated as of December 13, 1996 as
amended by Amendment No. 1 to the Farm Family Holdings, Inc. Omnibus Securities
Plan dated as of February 13, 1997 and Amendment No. 2 to the Farm Family
Holdings, Inc. Omnibus Securities Plan dated as of October 27, 1998 (as amended,
the "Plan");
WHEREAS, pursuant to Article XI of the Plan, the Board has the right to alter or
amend the Plan from time to time; and
WHEREAS, the Board desires to amend and modify the Plan as set forth herein.
NOW, THEREFORE, the Plan shall be, and hereby is, amended and modified,
effective July 28, 1999, as follows:
1. Subsection (b) of the definition of "Change of Control" is hereby amended
and replaced in its entirety to read as follows:
"(b) stockholders approve a merger, consolidation or other business
combination (a "Business Combination") other than a Business
Combination in which the persons who were the holders of common stock
of Farm Family Life Insurance Company, Farm Family Casualty Insurance
Company or Farm Family Holdings, Inc. immediately prior to the
Business Combination (i) own, immediately after the Business
Combination, more than sixty percent (60%) of the combined voting
power of securities issued by the ultimate parent company resulting
from such Business Combination, and (ii) own such securities in
substantially the same proportion as they were owned by such persons
immediately prior to the Business Combination;"
2. Except as amended and modified by this Amendment No. 3, all other terms of
the Plan shall remain unchanged.
IN WITNESS WHEREOF, Farm Family Holdings, Inc. by authority of its Board of
Directors, has caused this Amendment No. 3 to be duly executed as of the date
and year first above written.
FARM FAMILY HOLDINGS, INC.
By: /s/ Philip P. Weber
-------------------
Philip P. Weber
Title: President & Chief Executive Officer
<PAGE>
EXHIBIT 10.4
AMENDMENT NO. 1 TO THE
FARM FAMILY LIFE INSURANCE COMPANY
ANNUAL INCENTIVE PLAN
This AMENDMENT NO. 1 TO THE FARM FAMILY LIFE INSURANCE COMPANY ANNUAL INCENTIVE
PLAN, dated as of July 28, 1999 (this "Amendment No. 1"), was adopted by the
Board of Directors of FARM FAMILY LIFE INSURANCE COMPANY (the "Company"), at a
meeting duly called and held on July 28, 1999.
WHEREAS, the Board of Directors of the Company (the "Board") adopted the Farm
Family Life Insurance Company Annual Incentive Plan, effective January 1, 1997,
as amended and restated as of October 27, 1998 (as amended and restated, the
"Plan"); and
WHEREAS, pursuant to Section 8.06 of the Plan, the Board has the right to amend
the Plan at any time; and
WHEREAS, the Board desires to amend and modify the Plan as set forth herein.
NOW, THEREFORE, the Plan shall be, and hereby is, amended and modified,
effective July 28, 1999, as follows:
1. Section 1.02 is hereby amended and replaced in its entirety to read as
follows:
1.02 Cause: An employee's:
(a) felony conviction or the failure of an employee to contest
prosecution for a felony;
(b) willful misconduct or dishonesty, any of which is directly and
materially harmful to the business or reputation of the
Company;
(c) theft, participation in any material fraudulent conduct, or
other acts involving material misappropriation of property; or
(d) willful and continued failure by the employee to substantially
perform the employee's duties properly assigned to the
employee (other than any such failure resulting from the
employee's incapacity due to physical or mental illness) after
demand for substantial performance is delivered by the Company
specifically identifying the manner in which the Company
believes the employee has not substantially performed his/her
duties.
For purposes of determining Cause, no act, or failure to act, on
the employee's part shall be considered "willful" unless done, or
omitted to be done, by him not in good faith and without
reasonable belief that his action or omission was in the best
interests of the Company.
<PAGE>
Furthermore, the employee shall not be deemed to have been terminated
for Cause without (i) reasonable notice to the employee setting forth
the reasons for the Company's intention to terminate for Cause, (ii)
an opportunity for the employee, together with the employee's counsel,
to be heard before the Board, and (iii) delivery to the employee of a
notice of termination from the Board finding that in the good faith
opinion of a majority of the Board, the employee was guilty of conduct
set forth in this Section.
2. Section 1.03(b) is hereby amended and replaced in its entirety to read as
follows:
"(b) stockholders approve a merger, consolidation or other business
combination (a "Business Combination") other than a Business
Combination in which the persons who were the holders of
common stock of Farm Family Life Insurance Company, Farm
Family Casualty Insurance Company or Farm Family Holdings,
Inc. immediately prior to the Business Combination (i) own,
immediately after the Business Combination, more than sixty
percent (60%) of the combined voting power of securities
issued by the ultimate parent company resulting from such
Business Combination, and (ii) own such securities in
substantially the same proportion as they were owned by such
persons immediately prior to the Business Combination;"
3. Except as amended and modified by this Amendment No. 1, all other terms of
the Plan shall remain unchanged.
IN WITNESS WHEREOF, Farm Family Life Insurance Company by authority of its Board
of Directors, has caused this Amendment No. 1 to be duly executed as of the date
and year first above written.
FARM FAMILY LIFE INSURANCE COMPANY
By: /s/ Philip P. Weber
------------------------
Philip P. Weber
Title: President & Chief Executive Officer
<PAGE>
EXHIBIT 10.5
AMENDMENT NO. 2 TO THE
FARM FAMILY HOLDINGS, INC.
OFFICERS' DEFERRED COMPENSATION PLAN
This AMENDMENT NO. 2 TO THE FARM FAMILY HOLDINGS, INC. OFFICERS' DEFERRED
COMPENSATION PLAN, dated as of July 28, 1999 (this "Amendment No. 2"), was
adopted by the Board of Directors of FARM FAMILY HOLDINGS, INC. (the "Company"),
at a meeting duly called and held on July 28, 1999.
WHEREAS, the Board of Directors of the Company (the "Board") adopted the Farm
Family Holdings, Inc. Officers' Deferred Compensation Plan, dated as of November
1, 1996, as amended by Amendment No. 1 to the Farm Family Holdings, Inc.
Officers' Deferred Compensation Plan dated as of October 27, 1998 (as amended,
the "Plan"); and
WHEREAS, pursuant to Section 7.06 of the Plan, the Board has the right to amend
the Plan at any time; and
WHEREAS, the Board desires to amend and modify the Plan as set forth herein.
NOW, THEREFORE, the Plan shall be, and hereby is, amended and modified,
effective July 28, 1999, as follows:
1. Section 1.05(b) is hereby amended and replaced in its entirety to read as
follows:
"(b) stockholders approve a merger, consolidation or other business
combination (a "Business Combination") other than a Business
Combination in which the persons who were the holders of common stock
of Farm Family Life Insurance Company, Farm Family Casualty Insurance
Company or Farm Family Holdings, Inc. immediately prior to the
Business Combination (i) own, immediately after the Business
Combination, more than sixty percent (60%) of the combined voting
power of securities issued by the ultimate parent company resulting
from such Business Combination, and (ii) own such securities in
substantially the same proportion as they were owned by such persons
immediately prior to the Business Combination;"
2. Except as amended and modified by this Amendment No. 2, all other terms of
the Plan shall remain unchanged.
IN WITNESS WHEREOF, Farm Family Holdings, Inc. by authority of its Board of
Directors, has caused this Amendment No. 2 to be duly executed as of the date
and year first above written.
FARM FAMILY HOLDINGS, INC.
By: /s/ Philip P. Weber
-------------------
Philip P. Weber
Title: President & Chief Executive Officer
<PAGE>
EXHIBIT 10.6
AMENDMENT NO. 2 TO THE
FARM FAMILY HOLDINGS, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN
This AMENDMENT NO. 2 TO THE FARM FAMILY HOLDINGS, INC. DIRECTORS' DEFERRED
COMPENSATION PLAN, dated as of July 28, 1999 (this "Amendment No. 2"), was
adopted by the Board of Directors of FARM FAMILY HOLDINGS, INC. (the "Company"),
at a meeting duly called and held on July 28, 1999.
WHEREAS, the Board of Directors of the Company (the "Board") adopted the Farm
Family Holdings, Inc. Directors' Deferred Compensation Plan, dated as of
November 1, 1996, as amended by Amendment No. 1 to the Farm Family Holdings,
Inc. Directors' Deferred Compensation Plan dated as of October 27, 1998 (as
amended, the "Plan"); and
WHEREAS, pursuant to Section 7.06 of the Plan, the Board has the right to amend
the Plan at any time; and
WHEREAS, the Board desires to amend and modify the Plan as set forth herein.
NOW, THEREFORE, the Plan shall be, and hereby is, amended and modified,
effective July 28, 1999, as follows:
1. Section 1.05(b) is hereby amended and replaced in its entirety to read as
follows:
"(b) stockholders approve a merger, consolidation or other business
combination (a "Business Combination") other than a Business
Combination in which the persons who were the holders of common stock
of Farm Family Life Insurance Company, Farm Family Casualty Insurance
Company or Farm Family Holdings, Inc. immediately prior to the
Business Combination (i) own, immediately after the Business
Combination, more than sixty percent (60%) of the combined voting
power of securities issued by the ultimate parent company resulting
from such Business Combination, and (ii) own such securities in
substantially the same proportion as they were owned by such persons
immediately prior to the Business Combination;"
2. Except as amended and modified by this Amendment No. 2, all other terms of
the Plan shall remain unchanged.
IN WITNESS WHEREOF, Farm Family Holdings, Inc. by authority of its Board of
Directors, has caused this Amendment No. 2 to be duly executed as of the date
and year first above written.
FARM FAMILY HOLDINGS, INC.
By: /S/ Philip P. Weber
-------------------
Philip P. Weber
Title: President & Chief Executive Officer
<PAGE>
EXHIBIT 10.7
AMENDMENT NO. 2 TO FARM FAMILY
SUPPLEMENTAL PROFIT SHARING AND MONEY PURCHASE PLAN
WHEREAS, Farm Family Life Insurance Company and Farm Family Casualty Insurance
Company (the "Principal Employers") adopted an amended and restated Farm Family
Supplemental Profit Sharing and Money Purchase Plan effective as of January 1,
1997, as amended by Amendment No. 1 to Farm Family Supplemental Profit Sharing
and Money Purchase Plan effective as of April 27, 1999 (as amended, the "Plan"),
for the benefit of eligible employees of the Principal Employers as well as
eligible employees of Farm Family Holdings, Inc. and United Farm Family
Insurance Company (collectively with the Principal Employers, the "Employers");
and
WHEREAS, pursuant to Section 10 of the Plan, the Principal Employers have the
right to amend or modify the Plan from time to time; and
WHEREAS, the Principal Employers now wish to amend the Plan as set forth herein.
NOW, THEREFORE, the Plan is hereby amended, effective as of July 28, 1999, as
follows:
1. Paragraph (b) of Section 2., Definitions, is hereby amended and replaced
in its entirety to read as follows:
"(b) stockholders approve a merger, consolidation or other business
combination (a "Business Combination") other than a Business
Combination in which the persons who were the holders of common stock
of Farm Family Life Insurance Company, Farm Family Casualty Insurance
Company or Farm Family Holdings, Inc. immediately prior to the
Business Combination (i) own, immediately after the Business
Combination, more than sixty percent (60%) of the combined voting
power of securities issued by the ultimate parent company resulting
from such Business Combination, and (ii) own such securities in
substantially the same proportion as they were owned by such persons
immediately prior to the Business Combination;"
2. Except as specifically set forth in this Amendment No. 2, the terms and
conditions of the Plan shall remain unchanged and in full force and
effect.
<PAGE>
IN WITNESS WHEREOF, Farm Family Life Insurance Company and Farm Family Casualty
Insurance Company, as Principal Employers under the Plan, have caused this
Amendment No. 2 to be adopted.
ATTEST: FARM FAMILY LIFE INSURANCE COMPANY
By: /s/ Victoria M. Stanton By: /s/ Philip P. Weber
----------------------- -------------------
Secretary Philip P. Weber
President & C.E.O.
ATTEST: FARM FAMILY CASUALTY INSURANCE
COMPANY
By: /s/ Victoria M. Stanton By: /s/ Philip P. Weber
----------------------- ------------------
Secretary Philip P. Weber
President & C.E.O.
IN WITNESS WHEREOF, Farm Family Holdings, Inc. and United Farm Family Insurance
Company, as Employers under the Plan, have caused this Amendment No. 2 to be
adopted.
ATTEST: FARM FAMILY HOLDINGS, INC.
By: /s/ Victoria M. Stanton By: /s/ Philip P. Weber
----------------------- -------------------
Secretary Philip P. Weber
President & C.E.O.
ATTEST: UNITED FARM FAMILY INSURANCE
COMPANY
By: /s/ Victoria M. Stanton By: /s/ Philip P. Weber
----------------------- -------------------
Secretary Philip P. Weber
President & C.E.O.
<TABLE> <S> <C>
<ARTICLE> 7
<CIK> 0001013564
<NAME> Farm Family Holdings, Inc.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<DEBT-HELD-FOR-SALE> 972,109
<DEBT-CARRYING-VALUE> 8,025
<DEBT-MARKET-VALUE> 7,952
<EQUITIES> 45,197
<MORTGAGE> 22,034
<REAL-ESTATE> 0
<TOTAL-INVEST> 1,078,241
<CASH> 20,018
<RECOVER-REINSURE> 23,530
<DEFERRED-ACQUISITION> 17,096
<TOTAL-ASSETS> 1,241,604
<POLICY-LOSSES> 422,465
<UNEARNED-PREMIUMS> 76,728
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 510,768
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5,830
0
<COMMON> 61
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<TOTAL-LIABILITY-AND-EQUITY> 1,241,604
160,806
<INVESTMENT-INCOME> 40,619
<INVESTMENT-GAINS> (1,004)
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<BENEFITS> 133,198
<UNDERWRITING-AMORTIZATION> 27,772
<UNDERWRITING-OTHER> 14,781
<INCOME-PRETAX> 20,019
<INCOME-TAX> 5,865
<INCOME-CONTINUING> 14,154
<DISCONTINUED> 0
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<NET-INCOME> 14,154
<EPS-BASIC> 2.41
<EPS-DILUTED> 2.38
<RESERVE-OPEN> 143,525
<PROVISION-CURRENT> 114,243
<PROVISION-PRIOR> 1,916
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</TABLE>
