21
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 June 30, 2000
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
August 8, 2000 is 6,003,984.
<PAGE>
<TABLE>
<CAPTION>
FARM FAMILY HOLDINGS, INC.
INDEX
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets -
<S> <C>
June 30, 2000 (unaudited) and December 31, 1999 3
Consolidated Statements of Income and Comprehensive Income -
Three and Six Months Ended June 30, 2000 and 1999 (unaudited) 4
Consolidated Statements of Cash Flows -
Six Months Ended June 30, 2000 and 1999 (unaudited) 5
Notes to Consolidated Financial Statements (unaudited) 6
Review Report of Independent Accountants 11
Item 2. Management's Discussion and Analysis of Financial Condition 12
and Results of Operations
Item 3. Quantitative and Qualitative Disclosures of Market Risk 17
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 6. Exhibits and Reports on Form 8-K 18
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FARM FAMILY HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
($ in thousands) (Unaudited)
June 30, 2000 December 31, 1999
--------------------------------------------------------------------------------------------------------------------
ASSETS
Investments:
Fixed maturities
Available for sale, at fair value
<S> <C> <C>
(Amortized cost: $1,003,641 in 2000 and $1,002,850 in 1999) $957,051 $960,054
Held to maturity, at amortized cost
(Fair value: $6,528 in 2000 and $7,820 in 1999) 6,436 7,971
Equity securities - available for sale, at fair value
(Cost: $41,124 in 2000 and $42,819 in 1999) 39,491 45,809
Mortgage loans 27,926 26,832
Policy loans 31,645 30,839
Other invested assets 175 176
--------------------------------------------------------------------------------------------------------------------
Total investments 1,062,724 1,071,681
--------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents 27,442 19,190
Insurance receivables:
Reinsurance receivables 28,256 23,129
Premiums receivable, net 54,526 32,094
Deferred acquisition costs 22,902 17,630
Present value of future profits 28,083 28,571
Accrued investment income 19,234 18,875
Property and equipment, net 14,689 14,520
Deferred income tax asset, net 31,049 29,605
Other assets 6,323 4,884
--------------------------------------------------------------------------------------------------------------------
Total Assets $1,295,228 $1,260,179
====================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Reserves for losses and loss adjustment expenses
for property/casualty insurance $194,529 $186,130
Reserves for life policies and contract benefits 246,338 238,272
Funds on deposit from policyholders 411,044 416,971
Unearned premium reserve 99,147 74,364
Accrued dividends to policyholders 5,446 5,263
Reinsurance premiums payable 6,270 4,168
Accrued expenses and other liabilities 18,798 19,471
Participating policyholders' interest 110,171 128,516
--------------------------------------------------------------------------------------------------------------------
Total liabilities 1,091,743 1,073,155
--------------------------------------------------------------------------------------------------------------------
Commitments and contingencies
Mandatory redeemable preferred stock, redemption value - $5,830;
163,214 Series A shares outstanding 5,830 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,
6,113,984 and 6,110,684 shares issued,
6,003,984 and 6,110,684 shares outstanding 61 61
Additional paid-in capital 123,590 123,504
Retained earnings 81,609 60,172
Accumulated other comprehensive loss (4,586) (2,543)
Treasury stock, at cost (3,019) ----
--------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 197,655 181,194
--------------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $1,295,228 $1,260,179
====================================================================================================================
See accompanying notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FARM FAMILY HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Income and Comprehensive Income
($ in thousands, except per share amounts) (Unaudited) (Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
---------------------------------------------------------------------------------------------------------------------------------
Revenues:
<S> <C> <C> <C> <C>
Premiums from property/casualty insurance $48,444 $44,723 $95,966 $93,057
Premiums from life and health operations and contract charges 9,420 9,296 18,983 9,296
Net investment income 18,852 17,442 37,345 22,276
Realized investment gains (losses), net (948) (67) (1,156) 212
Other income 295 459 916 736
---------------------------------------------------------------------------------------------------------------------------------
Total revenues 76,063 71,853 152,054 125,577
---------------------------------------------------------------------------------------------------------------------------------
Losses, benefits and expenses:
Losses and loss adjustment expenses on property/casualty insurance 36,954 32,923 75,488 69,409
Policyholder contract benefits 13,239 13,537 27,899 13,537
Amortization expense 9,788 9,169 18,539 18,165
Other operating costs and expenses 6,051 6,082 11,725 8,918
Participating policyholders' interest 2,728 2,573 (13,167) 2,573
---------------------------------------------------------------------------------------------------------------------------------
Total losses, benefits and expenses 68,760 64,284 120,484 112,602
---------------------------------------------------------------------------------------------------------------------------------
Income before federal income tax expense and preferred stock dividends 7,303 7,569 31,570 12,975
Federal income tax expense 2,185 2,330 9,954 3,993
---------------------------------------------------------------------------------------------------------------------------------
Income before preferred stock dividends 5,118 5,239 21,616 8,982
Preferred stock dividends 90 85 179 85
---------------------------------------------------------------------------------------------------------------------------------
Net income attributable to common stockholders 5,028 5,154 21,437 8,897
---------------------------------------------------------------------------------------------------------------------------------
Other comprehensive income, net of tax:
Unrealized holding losses arising during the period
(net of deferred tax benefit of $485, $2,523, $968 and $4,253, respectively) (901) (4,686) (1,797) (7,899)
Reclassification adjustment for gains included in net income
(net of tax expense of $135, $153, $132 and $55, respectively) (250) (284) (246) (103)
---------------------------------------------------------------------------------------------------------------------------------
Other comprehensive loss (1,151) (4,970) (2,043) (8,002)
---------------------------------------------------------------------------------------------------------------------------------
Comprehensive income $3,877 $184 $19,394 $895
=================================================================================================================================
Per Share Data:
Net income - basic $0.83 $0.85 $3.52 $1.57
=================================================================================================================================
Net income - diluted $0.82 $0.84 $3.50 $1.56
=================================================================================================================================
Basic weighted average shares outstanding 6,067,936 6,053,559 6,089,527 5,651,477
=================================================================================================================================
Diluted weighted average shares outstanding 6,094,763 6,100,551 6,131,029 5,696,139
=================================================================================================================================
See accompanying notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FARM FAMILY HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
($ in thousands) (Unaudited)
For the Six Months
Ended June 30,
2000 1999
------------------------------------------------------------------------------------------------------------------------
Operating Activities
<S> <C> <C>
Net income $21,437 $8,897
------------------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net income to net cash provided by operating activities:
Realized investment losses (gains), net 1,156 (212)
Amortization of bond discount 2,144 1,264
Amortization and depreciation 19,728 18,826
Interest credited to policyholders 11,724 5,801
Deferred income taxes 5,022 (1,511)
Participating policyholders' interest (13,167) 2,573
Dividends to policyholders (5,438) (2,568)
Capitalization of deferred acquisition costs (23,323) (20,750)
Changes in:
Reinsurance receivables (5,127) (2,595)
Premiums receivable, net (22,432) (3,650)
Accrued investment income (359) (535)
Receivable from affiliates, net ---- 1,571
Other assets (1,438) 139
Reserves for property/casualty insurance losses and loss adjustment expenses 8,399 5,067
Reserves for life policies and contract benefits 8,066 3,141
Unearned premium reserve 24,783 4,546
Reinsurance premiums payable 2,102 1,493
Accrued expenses and other liabilities (490) 2,880
------------------------------------------------------------------------------------------------------------------------
Total adjustments 11,350 15,480
------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 32,787 24,377
------------------------------------------------------------------------------------------------------------------------
Investing Activities
Proceeds from sales:
Fixed maturities 25,715 1,207
Equity securities 2,695 386
Investment collections:
Fixed maturities 10,735 33,057
Equity securities 410 434
Investment purchases:
Fixed maturities (39,829) (34,753)
Mortgage loans (1,500) (2,416)
Policy loans issued, net (806) (241)
Purchases of property and equipment (1,358) (649)
Net cash of subsidiary at date of acquisition ---- 3,295
Acquisition expenses ---- (1,895)
------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (3,938) (1,575)
------------------------------------------------------------------------------------------------------------------------
Financing Activities
Contractholder fund deposits 11,588 59,981
Contractholder fund withdrawals (29,240) (64,455)
Payments for purchase of treasury stock (3,019) ----
Exercise of stock options 74 ----
------------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities (20,597) (4,474)
------------------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 8,252 18,328
Cash and cash equivalents, beginning of period 19,190 10,677
------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $27,442 $29,005
========================================================================================================================
See accompanying notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
Notes to Consolidated Financial Statements
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, 1999 Form 10-K.
2. Participating Policyholders' Interest
A significant portion of the Company's life insurance segment's products is
written on a "participating" basis, as defined in the New York State Insurance
Law. Profits earned on participating business are reserved for the payment of
dividends to participating policyholders, except for the stockholders' share of
profits on participating policies, which is limited annually to the greater of
10% of the profit on participating business, or 50 cents per thousand dollars of
the face amount of participating life insurance in force.
In November 1999, the Company requested an opinion of the Insurance Department
of the State of New York (the "Department") as to whether interest credited in
excess of the interest guaranteed under certain participating insurance
policies, annuities and dividend accumulations ("Excess Interest") and the
difference between the guaranteed cost of insurance or premium and the cost of
insurance or premium actually charged ("Spreads"), as well as dividends to
participating policyholders, could be included in its calculation of the
estimate of statutory profits on participating life insurance business allocable
to stockholders. In April 2000, the Department approved the Company's request to
include Excess Interest and Spreads, as well as dividends to participating
policyholders, in its calculation of the estimate of statutory profits on
participating life insurance business allocable to stockholders on both a
prospective and retrospective basis. Accordingly, the Company's calculation of
the estimate of profits on participating life insurance business allocable to
stockholders has been revised to include Excess Interest and Spreads on a
retrospective and prospective basis.
The impact of including Excess Interest and Spreads in the Company's estimate of
the profits on participating life insurance business allocable to stockholders
increased the profits allocable to stockholders and is included in participating
policyholders' interest on the accompanying Consolidated Statements of Income
and Comprehensive Income. The effect of retroactively including Excess Interest
and Spreads in the Company's calculation of its estimate of profits on
participating life insurance business allocable to stockholders for periods
through December 31, 1999 increased net income for the three months ended March
31, 2000 by $12.7 million (after tax expense of $6.3 million) or $2.07 per
common share on a fully diluted basis.
<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 Six months ended
June 30, June 30,
2000 1999 2000 1999
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income attributable to common stockholders $5,028,000 $5,154,000 $21,437,000 $8,897,000
================================================================================================================================
Weighted-average number of shares in basic earnings per share 6,067,936 6,053,559 6,089,527 5,651,477
Effect of stock options 26,827 46,992 41,502 44,662
--------------------------------------------------------------------------------------------------------------------------------
Weighted-average number of shares in diluted earnings per share 6,094,763 6,100,551 6,131,029 5,696,139
================================================================================================================================
Basic net income per share $0.83 $0.85 $3.52 $1.57
================================================================================================================================
Diluted net income per share $0.82 $0.84 $3.50 $1.56
================================================================================================================================
</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") and subsequently issued
Statement of Financial Accounting Standards No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities - an Amendment of FAS 133"
("Statement 138"). These statements, which are effective for the Company for the
year beginning January 1, 2001, establish accounting and reporting standards for
derivative instruments and for hedging activities. Management believes that
Statements 133 and 138 will not have a material impact on the Company's
Consolidated Financial Statements.
In 1998, the National Association of Insurance Commissioners ("NAIC") adopted
the Codification of Statutory Accounting Principles guidance (the
"Codification"), which will replace the current Accounting Practices and
Procedures Manual as the NAIC's primary guidance on statutory accounting.
Statutory accounting is a comprehensive basis of accounting based on prescribed
accounting practices, which include state laws, regulations and general
administrative rules, as well as a variety of publications of the NAIC. The
Codification provides guidance for the areas where statutory accounting has been
silent and changes current statutory accounting in some areas. The NAIC has
established January 1, 2001 as the effective date of the Codification. The New
York Insurance Department has advised that it intends to proceed with
implementation of the Codification, subject to any provisions in New York
statute which conflict with particular points in the Codification rules. The
Company has not estimated the potential effect of adopting the Codification.
In March 2000, FASB issued Interpretation No. 44, "Accounting for Certain
Transactions involving Stock Compensation - an interpretation of APB Opinion No.
25" ("FIN 44"), clarifying the accounting rules for stock-based compensation
under APB Opinion No. 25, "Accounting for Stock Issued to Employees". FIN 44 is
effective July 1, 2000, but certain conclusions in FIN 44 cover specific events
if they had occurred after either December 15, 1998 or January 12, 2000.
Management believes that FIN 44 will not have a material impact on the Company's
Consolidated Financial Statements.
5. Treasury Stock
On April 25, 2000, the Company's Board of Directors adopted a stock repurchase
plan that authorizes the Company to repurchase shares of its common stock in an
aggregate amount of up to $7.5 million. During the second quarter of 2000, the
Company repurchased 110,000 shares of its common stock for $3.0 million at an
average cost of $27.45 per share. The repurchases were financed through cash
generated from operations. As of June 30, 2000, $4.5 million remained authorized
under the stock repurchase plan for future share repurchases.
6. 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.
<PAGE>
6. Contingencies - Continued
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 six
month periods ended June 30, 2000 and 1999, approximately 59% and 62%,
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.
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 June 30, 2000, the Company was guarantor of $1.5
million for such payments. The Company expects to enforce the terms of the
guarantee in the event of default by a successor agent.
The Company's liability for funds on deposit from policyholders includes amounts
subject to discretionary withdrawal. Withdrawal characteristics as of June 30,
2000 are as follows:
<TABLE>
<CAPTION>
($ in thousands) Amount % of Total
------------------------------------------------------------------------------------------------------
Surrender charge rate:
<S> <C> <C> <C>
Greater than or equal to 5% $86,656 21.1%
Less than 5%, but still subject to surrender charge 65,759 16.0%
Not subject to surrender charge 250,336 60.9%
Not subject to discretionary withdrawal 8,293 2.0%
------------------------------------------------------------------------------------------------------
Total funds on deposit from policyholders $411,044 100.0%
======================================================================================================
</TABLE>
<PAGE>
7. Segment Information
The Company has two reportable segments: property and casualty insurance and
life insurance, which offer different products and services. The property and
casualty insurance segment includes activities related to the sale of the
Special Farm Package, a flexible multi-line package of insurance coverages, and
other insurance products covering, personal and commercial automobiles,
businessowners and homeowners. The life insurance segment includes the sale of
individual whole life, term and universal life products, single and flexible
premium deferred annuity products, single premium immediate annuity products and
disability income insurance products. The Company uses operating income (net
income excluding realized investment gains (losses) and nonrecurring charges,
net of taxes) to measure the financial results of its segments.
"Corporate and other" includes holding company activities and operations not
directly related to the reportable segments.
Summarized segment financial information is as follows:
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
($ in thousands) 2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------------------------------
Premium revenues
<S> <C> <C> <C> <C>
Property and casualty insurance $48,444 $44,723 $95,966 $93,057
Life insurance 9,420 9,296 18,983 9,296
------------------------------------------------------------------------------------------------------------------------------------
Total premium revenues $57,864 $54,019 $114,949 $102,353
====================================================================================================================================
Net investment income
Property and casualty insurance $5,715 $5,122 $11,271 $9,849
Life insurance 13,045 12,205 25,904 12,205
Corporate and other 71 103 149 210
Intersegment eliminations 21 12 21 12
------------------------------------------------------------------------------------------------------------------------------------
Total net investment income $18,852 $17,442 $37,345 $22,276
====================================================================================================================================
Amortization expense
Property and casualty insurance
Amortization of deferred acquisition costs $9,024 $8,515 $17,459 $17,511
Life insurance
Amortization of deferred acquisition costs 209 257 488 257
Amortization of present value of future profits 555 397 592 397
------------------------------------------------------------------------------------------------------------------------------------
Total amortization expense $9,788 $9,169 $18,539 $18,165
====================================================================================================================================
Other operating costs and expenses
Property and casualty insurance
Underwriting expenses $2,534 $2,601 $5,257 $5,125
Dividends to policyholders 88 38 88 108
Life insurance 3,221 3,378 5,955 3,378
Corporate and other 438 290 885 532
Intersegment eliminations (230) (225) (460) (225)
------------------------------------------------------------------------------------------------------------------------------------
Total other operating costs and expenses $6,051 $6,082 $11,725 $8,918
====================================================================================================================================
</TABLE>
<PAGE>
7. Segment Information - Continued
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
($ in thousands) 2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------------------------------
Net income
Operating income
<S> <C> <C> <C> <C>
Property and casualty insurance $4,282 $4,783 $7,100 $8,416
Life insurance 1,291 635 2,473 635
Corporate and other (305) (274) (616) (345)
------------------------------------------------------------------------------------------------------------------------------------
Total consolidated operating income 5,268 5,144 8,957 8,706
Effect of retroactively including Excess Interest
and Spreads, net of tax ---- ---- 12,746 ----
Realized investment gains, net of tax (240) 10 (266) 191
------------------------------------------------------------------------------------------------------------------------------------
Net income $5,028 $5,154 $21,437 $8,897
====================================================================================================================================
Federal income tax expense (benefit)
Property and casualty insurance $1,597 $1,767 $2,576 $3,467
Life insurance 709 549 7,617 549
Corporate and other (121) 14 (239) (23)
------------------------------------------------------------------------------------------------------------------------------------
Total federal income tax expense $2,185 $2,330 $9,954 $3,993
====================================================================================================================================
June 30, December 31,
2000 1999
------------------------------------------------------------------------------------------------------------------------------------
Assets
Property and casualty $483,609 $446,721
Life insurance 806,109 810,487
Corporate and other 68,900 71,014
Intersegment eliminations (63,390) (68,043)
------------------------------------------------------------------------------------------------------------------------------------
Total assets $1,295,228 $1,260,179
====================================================================================================================================
</TABLE>
<PAGE>
Review 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 June 30, 2000, and the related
consolidated statements of income and comprehensive income for each of the
three-month and six-month periods ended June 30, 2000 and 1999 and the
consolidated statements of cash flows for the six-month periods ended June 30,
2000 and 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, 1999, and the related
consolidated statements of income and comprehensive income, of stockholders'
equity and of cash flows for the year then ended (not presented herein), and in
our report dated February 11, 2000 we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying consolidated balance sheet as of December 31, 1999, is fairly
stated in all material respects in relation to the consolidated balance sheet
from which it has been derived.
/s/ PricewaterhouseCoopers LLP
July 20, 2000
<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" or "we") and should be read in conjunction with the
consolidated financial statements and the related notes included elsewhere
within this document. On April 6, 1999, Farm Family Holdings acquired all of the
outstanding capital stock of Farm Family Life. As a result of the acquisition,
Farm Family Life became a wholly-owned subsidiary of Farm Family Holdings. The
acquisition was accounted for under the purchase method of accounting.
Accordingly, the financial results of Farm Family Life and Farm Family Life's
wholly-owned property and casualty subsidiary, United Farm Family, were included
in the Consolidated Financial Statements of Farm Family Holdings subsequent to
April 6, 1999.
Our 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 our license to do business in
various states, we are 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 our results of operations.
For the six-month periods ended June 30, 2000 and 1999, 36% and 35%,
respectively, of our property and casualty direct written premiums were derived
from policies written in New York and, for the same periods, 23% and 27%,
respectively, were derived from policies written in New Jersey. For these same
periods, no other state accounted for more than 10% of our property and casualty
direct written premiums. As a result, our 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.
<PAGE>
Safe Harbor Statement under The Private Securities Litigation Reform Act of
1995:
With the 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 concerning our exposure to interest
rate and market risk, statements regarding the adequacy of the Company's capital
resources, liquidity, and other financial items, statements of the plans and
objectives of the Company or its management, and statements of future economic
performance 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, exposure to catastrophic loss, the frequency
and severity of weather related losses, geographic concentration of loss
exposure in New York, New Jersey and the Northeastern United States generally,
the effect of regulatory changes governing personal automobile insurance in New
Jersey and the impact thereof on the Company's direct written premium, losses
and loss adjustment expenses, the risks associated with the legislative,
regulatory and competitive environments in the states in which the Company
currently operates, heightened competition, including specifically the
intensification of competition, failure to obtain new customers or to retain
existing customers, the Company's primary reliance, as a holding company, on
dividends from its subsidiaries and the applicable regulatory restrictions on
the ability of the Company's subsidiaries to pay such dividends, and conditions
specific to the 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 reinsurance programs,
developments in the securities markets and the impact thereof on the Company's
investment portfolio, tax law changes and other risk factors listed from time to
time in the Company's Securities and Exchange Commission filings including the
Company's Form 10-K filed for the fiscal year ended December 31, 1999 and Form
10-Q for the quarter ended March 31, 2000. Accordingly, there can be no
assurance that actual results will conform to the forward-looking statements in
this Form 10-Q.
<PAGE>
Results of Operations
The Three Months Ended June 30, 2000 Compared to the Three Months Ended June 30,
1999
Insurance Premiums and Contract Charges
Premium revenue increased to $57.9 million for the three months ended June 30,
2000 from $54.0 million for the same period in 1999.
Premium revenue for property and casualty insurance increased $3.7 million
during the three months ended June 30, 2000 to $48.4 million from $44.7 million
for the same period in 1999. The increase was primarily attributable to an
increase of $2.6 million in premium revenue from our direct writings and a
decrease of $2.2 million in premium revenue ceded to reinsurers. The decrease in
premium revenue ceded to reinsurers was primarily attributable to a decrease in
premiums ceded pursuant to our aggregate stop loss reinsurance program. These
increases in premium revenue were partially offset by a $1.1 million decrease in
revenue from voluntary assumed reinsurance premiums.
The $2.6 million increase in earned premiums on direct writings was primarily
attributable to an increase of $2.3 million, or 5.9%, in earned premiums from
our 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 $0.3
million, or 3.1%, in earned premiums from other products. The number of policies
in force related to our primary products increased by 6.6% to approximately
150,400 as of June 30, 2000 from approximately 141,100 as of June 30, 1999.
Total policies in force increased by approximately 11,400, or 6.7%, to 182,500
as of June 30, 2000 compared to 171,100 as of June 30, 1999.
Property and casualty net written premiums increased $14.9 million to $63.3
million for the three months ended June 30, 2000 compared to $48.4 million for
the same period in 1999. The increase in net written premiums was primarily
attributable to an increase of $13.9 million in direct writings (excluding
assigned risk automobile business premiums) and a decrease of $2.2 million in
ceded reinsurance premiums. Premiums from direct writings increased primarily as
a result of the conversion of our personal and commercial automobile policies in
certain states from six-month to twelve-month policies. Excluding the impact of
converting personal and commercial automobile policies from six-month to
twelve-month policies in certain states and premiums from assigned risk
automobile business, direct written premiums increased approximately $3.8
million or 7.7% to $53.2 million for the second quarter of 2000 compared to
$49.4 million for the same period in 1999. This increase was partially offset by
a decrease of $0.9 million in assigned risk automobile premiums and a decrease
of $0.3 million in voluntary assumed reinsurance premiums.
Excluding the effects of converting personal and commercial automobile policies
in certain states from six-month to twelve-month policies and premiums from
assigned risk automobile business, direct writings increased in each of the
twelve states we serve and for each of our primary products during the second
quarter of 2000 compared to the same period in 1999.
Life insurance premium revenue increased $0.1 million to $9.4 million for the
three months ended June 30, 2000, compared to $9.3 million for the same period
in 1999. Life insurance premium revenue includes premiums and contract charges
primarily from the sale of individual whole life, term and universal life
products, and disability income insurance products. Total collected premium from
life insurance policies increased 3.7% to $10.2 million for the second quarter
of 2000 compared to $9.8 million for the same period in 1999.
Net Investment Income
Net investment income increased $1.4 million to $18.8 million for the three
months ended June 30, 2000 from $17.4 million for the same period in 1999.
Net investment income for the property and casualty insurance segment increased
$0.6 million, or 11.6%, to $5.7 million for the three months ended June 30, 2000
from $5.1 million for the same period in 1999. The taxable equivalent yield on
the property and casualty insurance segment's investment portfolio for the three
months ended June 30, 2000 and 1999 was 7.0% and 6.8%, 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 $27.2 million, or 8.2%, and to a lesser extent, an
increase in the prevailing interest rate environment.
<PAGE>
Net investment income for the life insurance segment increased $0.8 million to
$13.0 million for the three months ended June 30, 2000, compared to $12.2
million for the same period in 1999. The yield on fixed maturity investments (at
amortized cost) was 7.1% for the three months ended June 30, 2000 compared to
6.7% for the same period in 1999, primarily due to an increase in the prevailing
interest rate environment.
Realized Investment Gains (Losses), Net
Net realized investment losses increased to $(0.9) million for the three months
ended June 30, 2000 compared to $(0.1) million for the same period in 1999.
During the second quarter of 2000, we recorded a $1.8 million writedown of a
fixed maturity security, classified as available for sale, as a result of
changes in conditions which caused us to conclude that decline in fair value of
the investment was other than temporary. There were no such writedowns in the
second quarter of 1999. Partially offsetting this writedown in 2000, were net
gains on the sale of equities and other fixed maturity securities.
Losses and Loss Adjustment Expenses
Losses and loss adjustment expenses on property and casualty insurance increased
$4.0 million, or 12.2%, to $36.9 million for the three months ended June 30,
2000 from $32.9 million for the same period in 1999. Losses and loss adjustment
expenses were 76.3% of premium revenue for the three months ended June 30, 2000
compared to 73.6% of premium revenue for the same period in 1999. The increase
in the loss and loss adjustment expense ratio was primarily attributable to an
increase in weather-related losses incurred by Farm Family Casualty during the
second quarter of 2000. Weather-related losses incurred by Farm Family Casualty
during the second quarter of 2000 increased to $2.6 million compared to $1.1
million for the same period in 1999.
Amortization Expense
Amortization expense increased $0.6 million, or 9.8%, to $9.8 million for the
three months ended June 30, 2000 from $9.2 million for the same period in 1999.
The increase was primarily attributable to an increase in amortization of
deferred acquisition costs for the property and casualty segment of $0.5 million
resulting from increased deferred acquisition costs due to the growth in our
property and casualty business.
Other Operating Costs and Expenses
Other operating costs and expenses were $6.1 million for the three months ended
June 30, 2000 and 1999. For the three months ended June 30, 2000, property and
casualty insurance underwriting expenses (including amortization expenses) were
23.8% of premium revenue compared to 24.9% for the same period in 1999.
Federal Income Tax Expense
Federal income tax expense decreased $0.1 million to $2.2 million for the three
months ended June 30, 2000 from $2.3 million for the same period in 1999.
Federal income tax expense was 29.9% of income before federal income tax expense
and preferred stock dividends for the three months ended June 30, 2000 compared
to 30.8% for the same period in 1999.
The Six Months Ended June 30, 2000 Compared to the Six Months Ended
June 30, 1999
Insurance Premiums and Contract Charges
Premium revenue increased to $114.9 million for the six months ended June 30,
2000 from $102.4 million for the same period in 1999.
<PAGE>
Premium revenue for property and casualty insurance increased $2.9 million
during the six months ended June 30, 2000 to $96.0 million from $93.1 million
for the same period in 1999. The increase was primarily attributable to an
increase of $4.4 million in premium revenue from our direct writings, due in
part to the inclusion of premium revenue of United Farm Family since April 6,
1999, and a decrease of $0.2 million in premium revenue ceded to reinsurers.
These increases in premium revenue were partially offset by a $1.4 million
decrease in revenue from voluntary assumed reinsurance premiums.
The $4.4 million increase in earned premiums on direct writings was primarily
attributable to an increase of $3.7 million, or 4.8%, in earned premiums from
our 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 $0.7
million, or 4.8%, in earned premiums from other products.
Property and casualty net written premiums increased $23.5 million to $120.7
million for the six months ended June 30, 2000 compared to $97.2 million for the
same period in 1999. The increase in net written premiums was primarily
attributable to an increase of $26.0 million in direct writings (excluding
assigned risk automobile business premiums). Premiums from direct writings
increased primarily as a result of the conversion of our personal and commercial
automobile policies in certain states from six-month to twelve-month policies.
Excluding the impact of converting personal and commercial automobile policies
from six-month to twelve-month policies in certain states and premiums from
assigned risk automobile business, direct written premiums increased
approximately $6.8 million or 7.1% to $102.3 million for the first six months of
2000 compared to $95.5 million for the same period in 1999. This increase was
partially offset by a decrease of $1.8 million in assigned risk automobile
premiums and a decrease of $0.5 million in voluntary assumed reinsurance
premiums.
Excluding the effects of converting personal and commercial automobile policies
in certain states from six-month to twelve-month policies and premiums from
assigned risk automobile business, direct writings increased in each of the
twelve states we serve and for each of our primary products during the first six
months of 2000 compared to the same period in 1999.
Life insurance premium revenue was $19.0 million for the six months ended June
30, 2000, compared to $9.3 million for the same period in 1999. Life insurance
premium revenue includes premiums and contract charges primarily from the sale
of individual whole life, term and universal life products, and disability
income insurance products. The 1999 revenue includes amounts subsequent to April
6, 1999, the effective date of Farm Family Holdings' acquisition of Farm Family
Life.
Net Investment Income
Net investment income increased $15.1 million to $37.3 million for the six
months ended June 30, 2000 from $22.2 million for the same period in 1999. The
increase is primarily attributable to the inclusion of Farm Family Life since
April 6, 1999.
Net investment income for the property and casualty insurance segment increased
$1.4 million, or 14.4%, to $11.3 million for the six months ended June 30, 2000
from $9.9 million for the same period in 1999. The taxable equivalent yield on
the property and casualty insurance segment's investment portfolio was 7.0% and
6.9% for the six months ended June 30, 2000 and 1999, 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 $41.4 million, or 13.1%, and to a lesser extent, an increase
in the prevailing interest rate environment.
Net investment income for the life insurance segment was $25.9 million for the
six months ended June 30, 2000, compared to $12.2 million for the same period in
1999. The yield on fixed maturity investments (at amortized cost) was 7.1% for
the six months ended June 30, 2000 compared to 6.7% for the same period in 1999.
The 1999 investment income includes amounts subsequent to April 6, 1999, the
effective date of Farm Family Holdings' acquisition of Farm Family Life.
<PAGE>
Realized Investment Gains (Losses), Net
Net realized investment losses increased to $(1.2) million for the six months
ended June 30, 2000 compared to a net gain of $0.2 million for the same period
in 1999. During the second quarter of 2000, we recorded a $1.8 million writedown
of a fixed maturity security as a result of changes in conditions which caused
us to conclude that decline in fair value of the investment was other than
temporary. There were no such writedowns in the first six months of 1999.
Partially offsetting this writedown in 2000, were net gains on the sale of
equities and other fixed maturity securities.
Losses and Loss Adjustment Expenses
Losses and loss adjustment expenses on property and casualty insurance increased
$6.1 million, or 8.8%, to $75.5 million for the six months ended June 30, 2000
from $69.4 million for the same period in 1999. Losses and loss adjustment
expenses were 78.7% of premium revenue for the six months ended June 30, 2000
compared to 74.9% of premium revenue for the same period in 1999. The increase
in the loss and loss adjustment expense ratio was primarily attributable to an
increase in the severity of losses incurred on certain of our businessowners,
umbrella, and personal automobile (bodily injury coverage) policies during the
first quarter of 2000, property losses on two of our voluntary assumed
reinsurance contracts during the first quarter of 2000 and an increase in
weather-related losses incurred during the second quarter of 2000 compared to
the same period in 1999.
Other Operating Costs and Expenses
Other operating costs and expenses increased $2.8 million to $11.7 million for
the six months ended June 30, 2000 from $8.9 million for the same period in
1999. The increase was primarily due to the inclusion of other operating costs
and expenses for Farm Family Life subsequent to April 6, 1999, the effective
date of Farm Family Holdings' acquisition of Farm Family Life. The 2000 amounts
include six months of expenses for Farm Family Life. For the six months ended
June 30, 2000, property and casualty insurance underwriting expenses (including
amortization expenses) were 23.6% of premium revenue compared to 24.3% for the
same period in 1999.
Participating Policyholders' Interest
Participating policyholders' interest of $(13.2) million reduced losses,
benefits and expenses for the six months ended June 30, 2000, compared to
participating policyholders' interest of $2.6 million which increased losses,
benefits and expenses for the same period in 1999. The 2000 amount includes
$19.0 million, which reduced losses, benefits and expenses, representing the
pre-tax effect of retroactively including Excess Interest and Spreads in our
calculation of the estimate of profits on participating life insurance business
allocable to stockholders for periods through December 31, 1999, as discussed in
Note 2 to the accompanying Consolidated Financial Statements.
Federal Income Tax Expense
Federal income tax expense increased $6.0 million to $10.0 million for the six
months ended June 30, 2000 from $4.0 million for the same period in 1999.
Federal income tax expense was 31.5% of income before federal income tax expense
and preferred stock dividends for the six months ended June 30, 2000 compared to
30.8% for the same period in 1999.
Liquidity and Capital Resources
Farm Family Holdings may receive dividends from subsidiaries, if declared and
paid. The New York Insurance Law regulates the distribution of dividends and
other payments to Farm Family Holdings by Farm Family Casualty and Farm Family
Life. As of December 31, 1999, the maximum amount of dividends that could be
paid by Farm Family Casualty without the prior approval of the New York State
Insurance Department (the "Department") was approximately $4.3 million. During
the first six months of 2000, Farm Family Casualty declared and paid dividends
of $0.5 million to Farm Family Holdings.
The payment of stockholder dividends by Farm Family Life is subject to the prior
approval of the Department. Under the New York Insurance Law, the Superintendent
of Insurance has broad discretion to determine whether the financial condition
of a stock life insurance company would support the payment of dividends to its
shareholders. During the first six months of 2000, Farm Family Life declared and
paid dividends of $1.0 million to Farm Family Holdings. The Department approved
this amount prior to declaration of the dividend.
We have a revolving credit agreement with three banks, which provides for
uncollateralized borrowings of up to $30.0 million. At June 30, 2000, no amounts
were outstanding.
<PAGE>
On April 25, 2000, the Company's Board of Directors adopted a stock repurchase
plan that authorizes the Company to repurchase shares of its common stock in an
aggregate amount of up to $7.5 million. During the second quarter of 2000, we
repurchased 110,000 shares of our common stock for $3.0 million at an average
cost of $27.45 per share. The repurchases were financed through cash generated
from operations. As of June 30, 2000, $4.5 million remained authorized under the
stock repurchase plan for future share repurchases.
Net cash provided by operating activities was $32.8 million and $24.4 million
during the six-month periods ended June 30, 2000 and 1999, 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 $3.9 million during the six months
ending June 30, 2000 compared to $1.6 million for the same period in 1999. The
increase in cash used in investing activities resulted primarily from an
increase in investment purchases partially offset by an increase in proceeds
from investment sales and a net increase in cash from the acquisition of Farm
Family Life.
Net cash used in financing activities was $20.6 million for the six months
ending June 30, 2000 compared to $4.5 million for the same period in 1999. The
increase is the result of contractholder fund withdrawals on interest sensitive
products exceeding the related deposits for these products to a greater degree
than in the prior year. We believe the excess of contractholder fund withdrawals
over deposits is primarily related to the strength of the stock market, the
prevailing interest rate environment and increased competition from other fixed
and variable annuity products. In addition, contractholder fund withdrawals and
deposits for Farm Family Life have been included subsequent to April 6, 1999,
the effective date of Farm Family Holdings' acquisition of Farm Family Life. The
2000 amounts include six months of financing activities for Farm Family Life.
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") and subsequently issued
Statement of Financial Accounting Standards No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities - an Amendment of FAS 133"
("Statement 138"). These statements, which are effective for the Company for the
year beginning January 1, 2001, establish accounting and reporting standards for
derivative instruments and for hedging activities. Management believes that
Statements 133 and 138 will not have a material impact on the Company's
Consolidated Financial Statements.
In 1998, the National Association of Insurance Commissioners ("NAIC") adopted
the Codification of Statutory Accounting Principles guidance (the
"Codification"), which will replace the current Accounting Practices and
Procedures Manual as the NAIC's primary guidance on statutory accounting.
Statutory accounting is a comprehensive basis of accounting based on prescribed
accounting practices, which include state laws, regulations and general
administrative rules, as well as a variety of publications of the NAIC. The
Codification provides guidance for the areas where statutory accounting has been
silent and changes current statutory accounting in some areas. The NAIC has
established January 1, 2001 as the effective date of the Codification. The New
York Insurance Department has advised that it intends to proceed with
implementation of the Codification, subject to any provisions in New York
statute which conflict with particular points in the Codification rules. We have
not estimated the potential effect of adopting the Codification.
In March 2000, FASB issued Interpretation No. 44, "Accounting for Certain
Transactions involving Stock Compensation - an interpretation of APB Opinion No.
25" ("FIN 44"), clarifying the accounting rules for stock-based compensation
under APB Opinion No. 25, "Accounting for Stock Issued to Employees". FIN 44 is
effective July 1, 2000, but certain conclusions in FIN 44 cover specific events
if they had occurred after either December 15, 1998 or January 12, 2000.
Management believes that FIN 44 will not have a material impact on the Company's
Consolidated Financial Statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK
Our market risks of financial instruments and investment objectives have not
materially changed since December 31, 1999.
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Farm Family Holdings' Annual Meeting of Stockholders was held on April 25, 2000.
At the meeting, (i) eight persons were elected as directors of Farm Family
Holdings, (ii) the appointment of PricewaterhouseCoopers LLP as Farm Family
Holdings' independent auditors for the year 2000 was ratified and (iii)
amendments to the Farm Family Holdings Omnibus Securities Plan were approved.
The number of votes cast for, against or withheld, and the number of abstentions
with respect to each such matter is set forth as follows:
<TABLE>
<CAPTION>
For Against/Withheld Abstained
Election of Directors:
Nominee
<S> <C> <C> <C>
Robert L. Baker 4,522,413 11,376
James V. Crane 4,522,509 11,280
Clark W. Hinsdale III 4,522,467 11,322
John W. Lincoln 4,522,095 11,694
Wayne A. Mann 4,521,984 11,805
Edward J. Muhl 4,522,322 11,457
Charles A. Wilfong 4,522,376 11,413
Tyler P. Young 4,522,355 11,434
Ratification of Auditors: 4,508,115 5,421 20,253
Approval of amendments to the
Omnibus Securities Plan: 3,239,157 332,339 35,419
</TABLE>
<PAGE>
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
EXHIBIT INDEX
FARM FAMILY HOLDINGS, INC. FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2000
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 (Incorporated by
reference to Registration Statement No. 333-4446)
3.1 Certificate of Incorporation of Farm Family Holdings, Inc.
(Incorporated by reference to Registration Statement No. 333-4446)
3.2 Bylaws of Farm Family Holdings, Inc. (Incorporated by reference to
Registration Statement No. 333-4446)
4.1 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)
4.2 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)
4.3 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)
4.4 Rights Agreement, dated as of July 29, 1997, between the Company and
The Bank of New York (incorporated by reference to Exhibit 4.1 to the
Company's Current Report of Form 8-K/A filed with the Securities and
Exchange Commission on June 14, 1999)
<PAGE>
Exhibit
Number Document Description
--------------------------------------------------------------------------------
4.5 Registration Rights Agreement, dated as of April 6, 1999 by and among
Farm Family Holdings, Inc. and the Shareholders of the Farm Family
Life Insurance Company (incorporated by reference to Farm Family
Holdings, Inc. Form 10-Q for the quarter ended June 30, 1999)
10.1 Amended and Restated Option Purchase Agreement, dated February 26,
1998 among Farm Family Holdings, Inc. and the Shareholders of Farm
Family Life Insurance Company, as amended by Amendment No. 1 dated as
of April 28, 1998 and Amendment No. 2 dated as of January 14, 1999
(incorporated by reference to the Proxy Statement of Farm Family
Holdings, Inc. dated February 17, 1999)
10.2 Amended and Restated Expense Sharing Agreement, made effective as of
February 14, 1996, by and among Farm Family Mutual Insurance Company,
Farm Family Life Insurance Company and Farm Family Holdings, Inc.
(Incorporated by reference to Farm Family Holdings, Inc. Form 10-K for
the year ended December 31, 1996)
10.3 Indenture of Lease, made the 1st day of January 1999, between Farm
Family Life Insurance Company and Farm Family Casualty Insurance
Company (incorporated by reference to Farm Family Holdings, Inc. Form
10-Q for the quarter ended March 31, 1999)
10.4 Underlying Multi-Line Per Risk Reinsurance Contract, effective January
1, 1995, issued to Farm Family Mutual Insurance Company by The
Subscription Reinsurer(s) Executing the Interests and Liabilities
Agreement(s) Attached Thereto, as amended by Addendum No. 1, effective
January 1, 1996 (Incorporated by reference to Registration Statement
No. 333-4446), Addendum No. 2, effective January 1, 1996, Addendum No.
3, effective July 26, 1996 (Incorporated by reference to Farm Family
Holdings, Inc. 1997 Form 10-K for the year ended December 31, 1996),
Addendum No. 4, effective January 1, 1997 (Incorporated by reference
to Farm Family Holdings, Inc. Form 10-Q for the quarter ended March
31, 1997), and Termination Addendum, effective December 31, 1997
(Incorporated by reference to Farm Family Holdings, Inc. Form 10-K/A
for the year ended December 31, 1997)
10.5 Umbrella Quota Share Reinsurance Contract, effective January 1, 1995,
issued to Farm Family Mutual Insurance Company and United Farm Family
Insurance Company, as amended by Addendum No. 1, effective January 1,
1995 (Incorporated by reference to Registration Statement No.
333-4446), and Addendum No. 2 effective July 26, 1996 (Incorporated by
reference to Farm Family Holdings, Inc. 1997 Form 10-K for the year
ended December 31, 1996), Addendum No. 3, effective January 1, 1997
(Incorporated by reference to Farm Family Holdings, Inc. Form 10-Q for
the quarter ended March 31, 1997), and Termination Addendum, effective
January 1, 1998 (Incorporated by reference to Farm Family Holdings,
Inc. Form 10-K/A for the year ended December 31, 1997)
10.6 Form of Membership List Purchase Agreement between Farm Family Mutual
Insurance Company and each of the Farm Bureaus (incorporated by
reference to Exhibit 10.9 to Form S-1, Registration No. 333-4446 filed
with the Securities and Exchange Commission on May 3, 1996) as amended
by Amendment No. 1 to Membership List Purchase Agreements, effective
July 26, 1996 (incorporated by reference to Farm Family Holdings,
Inc.'s Form 10-Q for the quarter ended March 31, 1997) and Amendment
No. 2 to Membership List Purchase Agreements (Farm Family Casualty
Insurance Company), effective January 1, 1998 (incorporated by
reference to Farm Family Holdings, Inc.'s Form 10-Q for the quarter
ended June 30, 1999)
10.7 Form of Membership List Purchase Agreement between Farm Family Life
Insurance Company and each of the Farm Bureaus, as amended by
Amendment No. 1 to Membership List Purchase Agreements (Farm Family
Life Insurance Company), effective January 1, 1998 (incorporated by
reference to Farm Family Holdings, Inc.'s Form 10-Q for the quarter
ended June 30, 1999)
10.8 Farm Family Life Insurance Company Annual Incentive Plan, as amended
and restated as of October 27, 1998 (incorporated by reference to Farm
Family Holdings, Inc.'s Form 10-Q for the quarter ended June 30, 1999)
as amended by Amendment No. 1 to the Farm Family Life Insurance
Company Annual Incentive Plan effective July 28, 1999 (incorporated by
reference to Farm Family Holdings, Inc.'s Form 10-Q for the quarter
ended September 30, 1999) and Farm Family Life Insurance Company
Annual Incentive Plan Termination, effective as of April 25, 2000
(filed herewith).
10.9 Farm Family Supplemental Profit Sharing and Money Purchase Plan,
effective January 1, 1997 (incorporated by reference to Farm Family
Holdings, Inc.'s Form 10-K for the year ended December 31, 1996) as
amended by Amendment No. 1 to Supplemental Profit Sharing and Money
Purchase Plan effective as of April 27, 1999 (incorporated by
reference to Farm Family Holdings, Inc.'s Form 10-Q for the quarter
ended June 30, 1999) and Amendment No. 2 to the Farm Family Holdings,
Inc. Supplemental Profit Sharing and Money Purchase Plan effective
July 28, 1999 (incorporated by reference to Farm Family Holdings,
Inc.'s Form 10-Q for the quarter ended September 30, 1999)
<PAGE>
Exhibit
Number Document Description
--------------------------------------------------------------------------------
10.10 Service Agreement, made effective as of July 25, 1988 by and between
Farm Family Mutual Insurance Company and United Farm Family Insurance
Company (Incorporated by reference to Registration Statement No.
333-4446)
10.11 Farm Family Life Insurance Company, Farm Family Casualty Insurance
Company, Farm Family Holdings, Inc. Officer Severance Pay Plan
Effective July 28, 1999 (incorporated by reference to Farm Family
Holdings, Inc.'s Form 10-Q for the quarter ended September 30, 1999)
10.12 Farm Family Mutual Insurance Company Supplemental Employee Retirement
Plan, adopted as of January 1, 1994 (Incorporated by reference to
Registration Statement No. 333-4446)
10.13 Farm Family Holdings, Inc. Directors' Deferred Compensation Plan,
effective January 1, 1997 (Incorporated by reference to Farm Family
Holdings, Inc. Form 10-K for the year ended December 31, 1996) as
amended by Amendment No. 1 dated as of October 27, 1998 (incorporated
by reference to Farm Family Holdings, Inc.'s Form 10-K for the year
ended December 31, 1998) and Amendment No. 2 effective July 28, 1999
(incorporated by reference to Farm Family Holdings, Inc.'s Form 10-Q
for the quarter ended September 30, 1999)
10.14 Farm Family Holdings, Inc. Officers' Deferred Compensation Plan,
effective January 1, 1997 (Incorporated by reference to Farm Family
Holdings, Inc. Form 10-K for the year ended December 31, 1996) as
amended by Amendment No. 1 dated as of October 27, 1998 (incorporated
by reference to Farm Family Holdings, Inc.'s Form 10-K for the year
ended December 31, 1998) and Amendment No. 2 effective July 28, 1999
(incorporated by reference to Farm Family Holdings, Inc.'s Form 10-Q
for the quarter ended September 30, 1999)
10.15 Farm Family Holdings, Inc. Annual Incentive Plan effective, as
amended and restated as of October 27, 1998 (incorporated by reference
to Farm Family Holdings, Inc.'s Form 10-K for the year ended December
31, 1998) as amended by Amendment No. 1 effective July 28, 1999
(incorporated by reference to Farm Family Holdings, Inc.'s Form 10-Q
for the quarter ended September 30, 1999)
10.16 Tax Payment Allocation Agreement effective January 1, 1996 by and
between Farm Family Holdings, Inc. and Farm Family Casualty Insurance
Company (Incorporated by reference to Farm Family Holdings, Inc. Form
10-K for the year ended December 31, 1996)
10.17 Excess Catastrophe Reinsurance Contract issued to Farm Family
Casualty Insurance Company effective January 1, 1997 (incorporated by
reference to Farm Family Holdings, Inc. Form 10-Q for the quarter
ended March 31, 1997)
10.18 Farm Family Holdings, Inc. Amended and Restated Omnibus Securities
Plan, effective as of February 29, 2000 (filed herewith)
10.19 Indenture of Lease made the 1st day of January 1999, between Farm
Family Life Insurance Company and New York Farm Bureau, Inc. (filed
herewith)
27 Financial Data Schedule (for electronic filing purposes only)
Reports on Form 8-K
A report on Form 8-K was filed on April 27, 2000 reporting a press release
issued announcing operating results for the first quarter ended March 31, 2000.
A report on Form 8-K was filed on May 5, 2000 reporting the affirmation of the
A.M. Best rating of its subsidiary, Farm Family Life Insurance Company.
<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)
August 9, 2000 By: /s/ Philip P. Weber
------------------------------------ ---------------------------------------
(Date) Philip P. Weber, President & CEO
(Principal Executive Officer)
August 9, 2000 By: /s/ Timothy A. Walsh
------------------------------------ ---------------------------------------
(Date) Timothy A. Walsh, EVP, CFO & Treasurer
(Principal Financial & Accounting Officer)
