8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


FORM 8-K

 


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report: November 14, 2006

 


Union Security Insurance Company

(Exact Name of Registrant as Specified in Charter)

 


 

Iowa   033-37576   81-0170040

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

729 Insurance Exchange Building

Des Moines, Iowa

  50309
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: 651-361-4000

N/A

(Former Name or Former Address, if Changed Since Last Report)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 


Item 4.02 (a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

Management of Union Security Insurance Company (the “Company”) has concluded that certain amounts were incorrectly classified in the Company’s unaudited Consolidated Statements of Cash Flows for the periods ended March 31, 2006 and 2005 and June 30, 2006 and 2005, included in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006 (the “2006 Forms 10-Q”). In connection with the preparation of the Company’s Consolidated Financial Statements for the period ended September 30, 2006, management of the Company concluded on November 14, 2006 that the Company should file Forms 10-Q/A restating the Consolidated Statements of Cash Flows included in the 2006 Forms 10-Q. Accordingly, the Consolidated Financial Statements for the periods ended March 31, 2006 and June 30, 2006 should not be relied upon. Correct classifications were included in the Company’s unaudited Consolidated Statements of Cash Flows for the periods ended September 30, 2006 and 2005 included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006. The Company has implemented enhancements to its disclosure controls, primarily with respect to the periodic analysis and review of the statement of cash flows, designed to provide reasonable assurance that errors of this type in the Company’s Consolidated Statements of Cash Flows will not recur.

Although the restatements will affect the subtotals of cash flows from operating and investing activities, they will have no impact on the net increase (decrease) in cash and cash equivalents for any previously reported period. The restatements will also have no impact on the Company’s Consolidated Balance Sheets or Consolidated Statements of Operations as of the end of or for any previously reported period.

The restatements are attributable to the incorrect classification in prior periods of the net increase (decrease) in payables and receivables arising from investment purchases and sales that had not yet settled as of the end of the reporting period. In the affected previously reported Consolidated Statements of Cash Flows, changes in the net receivable/payable from unsettled investment purchases and sales were classified within “adjustments to reconcile net income to net cash provided by operating activities.” To the extent such balances pertained to investments classified as available for sale, changes in such balances should have been included within cash flows from investing activities, consistent with the related investments.

The above conclusions were reached in consultation with members of the Company’s Board of Directors. The Company has informed our independent registered public accounting firm, PricewaterhouseCoopers LLP, of these matters.

 

- 2 -


The following unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and 2005 as well as for the six months ended June 30, 2006 and 2005 set forth the effects of these restatements:

 

    

Three Months Ended

March 31, 2006

 
    

As Previously

Reported

   

Impact of

Restatement

    As Restated  

Net cash provided by operating activities

   $ 5,061     $ 19,980     $ 25,041  

Net cash provided by investing activities

     77,336       (19,980 )     57,356  

Net cash (used in) financing activities

     (64,440 )     —         (64,440 )
                        

Change in cash and cash equivalents

     17,957       —         17,957  

Cash and cash equivalents at beginning of period

     19,032       —         19,032  
                        

Cash and cash equivalents at end of period

   $ 36,989     $ —       $ 36,989  
                        
    

Three Months Ended

March 31, 2005

 
    

As Previously

Reported

   

Impact of

Restatement

    As Restated  

Net cash provided by operating activities

   $ 47,277     $ (8,841 )   $ 38,436  

Net cash (used in) investing activities

     (140,480 )     8,841       (131,639 )

Net cash provided by financing activities

     68,716       —         68,716  
                        

Change in cash and cash equivalents

     (24,487 )     —         (24,487 )

Cash and cash equivalents at beginning of period

     43,362       —         43,362  
                        

Cash and cash equivalents at end of period

   $ 18,875     $ —       $ 18,875  
                        
    

Six Months Ended

June 30, 2006

 
    

As Previously

Reported

   

Impact of

Restatement

    As Restated  

Net cash (used in) provided by operating activities

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

Net cash provided by investing activities

     56,475       (34,150 )     22,325  

Net cash (used in) financing activities

     (43,807 )     —         (43,807 )
                        

Change in cash and cash equivalents

     10,752       —         10,752  

Cash and cash equivalents at beginning of period

     19,032       —         19,032  
                        

Cash and cash equivalents at end of period

   $ 29,784     $ —       $ 29,784  
                        
    

Six Months Ended

June 30, 2005

 
     As Previously
Reported
    Impact of
Restatement
    As Restated  

Net cash provided by operating activities

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

Net cash (used in) investing activities

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

Net cash (used in) financing activities

     (19,399 )     —         (19,399 )
                        

Change in cash and cash equivalents

     (22,750 )     —         (22,750 )

Cash and cash equivalents at beginning of period

     43,362       —         43,362  
                        

Cash and cash equivalents at end of period

   $ 20,612     $ —       $ 20,612  
                        

 

- 3 -


SIGNATURE

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 hereunto duly authorized.

 

  Union Security Insurance Company
Date: November 20, 2006   By:  

/s/ Peter A. Walker

   

Peter A. Walker

Treasurer and Chief Financial Officer

 

- 4 -