SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1998.
Commission file number 333-16279
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
(Exact name of registrant as specified in its charter)
New York 13-3919096
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
230 Park Avenue, Suite 966
New York, New York 10169-0999
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code : (212) 973-9647
Securities Registered Pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
N/A
______________________________________________________________________________
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X].
As of March 25, 1999, 200,000 shares of Common Stock, $10 par value, are
issued and outstanding.
NOTE: WHEREAS FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK MEETS
THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I (1)(a) AND (b) OF FORM 10K,
THIS FORM IS BEING FILED WITH THE REDUCED DISCLOSURE FORMAT PURSUANT TO
GENERAL INSTRUCTIONS I (2).
DOCUMENTS INCORPORATED BY REFERENCE
PART I
ITEM 1. BUSINESS.
OVERVIEW
First Golden American Life Insurance Company of New York ("First Golden" or
"Company") is a stock life insurance company organized under the laws of the
State of New York. The Company was incorporated on May 24, 1996 and is a
wholly owned life insurance subsidiary of Golden American Life Insurance
Company ("Golden American"). Golden American is a wholly owned subsidiary of
Equitable of Iowa Companies, Inc. ("EIC"). EIC is an indirect wholly owned
subsidiary of ING Groep N.V., a global financial services holding company
based in The Netherlands.
First Golden was capitalized in December 1996. First Golden became licensed
as a life insurance company under the laws of the State of New York on
January 2, 1997 and the State of Delaware on December 23, 1997, and has since
received regulatory product approvals to sell insurance products in these
states. First Golden offers variable insurance products. See Note 8 of the
financial statements for further information regarding related party
transactions.
PRODUCTS
The Company offers variable annuity products designed to meet customer needs
for tax-advantaged methods of saving for retirement and protection from
unexpected death. The Company believes longer life expectancies, an aging
population and growing concern over the stability and availability of the
Social Security system have made retirement planning a priority for many
Americans. The target market for all products is consumers and corporations
in New York and Delaware.
Variable annuities are long-term savings vehicles in which contractowner
premiums (purchase payments) are recorded and maintained in a fixed account
or variable separate account. The variable separate account is established
as a registered unit investment trust. At December 31, 1998, funds on deposit
in the Company's variable annuity separate and fixed accounts totaled $26.7
million and $10.8 million, respectively. Variable annuities provide the
Company with fee based revenues in the form of various charges and fees
charged to the contractowner's account. Revenues include charges for
mortality and expense risk, contract administration and surrender charges.
Marketing of the variable products in New York is primarily through
broker/dealers.
BUSINESS ENVIRONMENT
The current business and regulatory environment presents many challenges to
the insurance industry. The variable annuity competitive environment is
intense and is dominated by a number of large variable product companies with
strong distribution, name recognition and wholesaling capabilities.
Increasing competition from traditional insurance carriers as well as banks
and mutual fund companies offers consumers many choices. However, overall
demand for variable products remains strong for several reasons including:
strong stock market performance over the last 4 years; relatively low
interest rates; an aging U. S. population that is increasingly concerned
about retirement and estate planning, as well as maintaining their standard
of living in retirement; potential reductions in government and employer-
provided benefits at retirement, as well as lower public confidence in the
adequacy of those benefits.
REGULATION
The Company's operations are conducted in a highly regulated environment. The
primary regulator of First Golden's insurance operations is the
Superintendent of Insurance for the State of New York. The Company is also
regulated by the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc. See Item 7, Management's Discussion
and Analysis of Results of Operations.
ITEM 2. PROPERTIES.
First Golden's business operations are performed in leased facilities located
at 230 Park Avenue in New York, New York. Property and equipment primarily
represent leasehold improvements, office furniture and equipment and are not
considered to be significant to the Company's overall operations. Property
and equipment are reported at cost less allowances for depreciation.
ITEM 3. LEGAL PROCEEDINGS.
The Company, like other insurance companies, may be named or otherwise
involved in lawsuits, including class action lawsuits. In some class action
and other lawsuits involving insurers, substantial damages have been sought
and/or material settlement payments have been made. The Company believes that
currently there are no pending or threatened lawsuits that are reasonably
likely to have a material adverse impact on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Information called for by this item is omitted pursuant to General
Instruction I (2) (c) of Form 10-K.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Registrant is a wholly owned subsidiary of Golden American Life Insurance
Company. There is no public trading market for the Registrant's common stock.
First Golden is required to maintain a minimum total statutory-basis capital
and surplus of not less than $4 million under the provisions of the insurance
laws of the State of New York in which it is presently licensed to sell
insurance products.
Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder unless a notice of
its intent to declare a dividend and the amount of the dividend has been
filed at least thirty days in advance of the proposed declaration. If the
Superintendent finds the financial condition of First Golden does not warrant
the distribution, the Superintendent may disapprove the distribution by
giving written notice to First Golden within thirty days after the filing.
First Golden did not pay common stock dividends during 1998 or 1997.
ITEM 6. SELECTED FINANCIAL DATA.
Information called for by this item is omitted pursuant to General
Instruction I (2) (a) of Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS.
The purpose of this section is to discuss and analyze First Golden American
Life Insurance Company of New York's ("First Golden" or "Company") results
of operations. In addition, some analysis and information regarding financial
condition and liquidity and capital resources has also been provided. This
analysis should be read jointly with the financial statements, related notes
and the Cautionary Statement Regarding Forward-Looking Statements, which
appear elsewhere in this report.
RESULTS OF OPERATIONS
_____________________
MERGER
On October 23, 1997, Equitable of Iowa Companies ("Equitable") shareholders
approved an Agreement and Plan of Merger ("Merger Agreement") dated July 7,
1997 among Equitable, PFHI Holdings, Inc. ("PFHI") and ING Groep N.V.
("ING"). On October 24, 1997, PFHI, a Delaware corporation, acquired all of
the outstanding capital stock of Equitable according to the Merger Agreement.
PFHI is a wholly owned subsidiary of ING, a global financial services holding
company based in The Netherlands. Equitable, an Iowa corporation, in turn,
owned all the outstanding capital stock of Equitable Life Insurance Company
of Iowa and Golden American Life Insurance Company ("Golden American" or
"Parent") and their wholly owned subsidiaries. In addition, Equitable owned
all the outstanding capital stock of Locust Street Securities, Inc., Equitable
Investment Services, Inc. (subsequently dissolved), Directed Services, Inc.,
Equitable of Iowa Companies Capital Trust, Equitable of Iowa Companies Capital
Trust II and Equitable of Iowa Securities Network, Inc. (subsequently renamed
ING Funds Distributor, Inc.). In exchange for the outstanding capital stock
of Equitable, ING paid total consideration of approximately $2.1 billion in
cash and stock and assumed approximately $400 million in debt. As a result of
this transaction, Equitable was merged into PFHI, which was simultaneously
renamed Equitable of Iowa Companies, Inc. ("EIC"), a Delaware corporation.
For financial statement purposes, the change in control of the Company
through the ING merger was accounted for as a purchase effective October 25,
1997. This merger resulted in a new basis of accounting reflecting estimated
fair values of assets and liabilities at the merger date. As a result, the
Company's financial statements for the periods after October 24, 1997 are
presented on the Post-Merger new basis of accounting. The financial
statements for October 24, 1997 and prior periods are presented on the Pre-
Merger historical cost basis of accounting.
The purchase price was allocated to EIC and its subsidiaries with $25.9
million allocated to the Company. Goodwill of $1.4 billion was established
for the excess of the merger cost over the fair value of the assets and
liabilities of EIC with $96,000 attributed to the Company. Goodwill resulting
from the merger is being amortized over 40 years on a straight-line basis.
The carrying value will be reviewed periodically for any indication of
impairment in value.
The following analysis combines the Post-Merger and Pre-Merger activity for
1997 in order to compare to the results of 1998.
PREMIUMS
First Golden received policy approvals in New York on March 25, 1997 and in
Delaware on December 23, 1997. The Company reported variable annuity premiums
of $29.2 million for the year ended December 31, 1998 and $7.3 million for
the year ended December 31, 1997.
For the Company's variable contracts, premiums collected are not reported as
revenues, but are reported as deposits to insurance liabilities. Revenues for
these products are recognized over time in the form of investment income and
product charges.
Premiums, net of reinsurance, for variable products from three significant
broker/dealers for the year ended December 31, 1998 totaled $27.5 million, or
94.4% of premiums ($6.9 million, or 94.5% from two significant broker/dealers
for the year ended December 31, 1997). One of these distributors sold 62.1%
of the Company's products in 1998 and 59.4% in 1997. This distributor has
discontinued the sales relationship by the end of 1998. The sales made by
this distributor are anticipated to be absorbed by other distribution
channels during 1999. Based on this assumption, the discontinuance of this
relationship is not anticipated to significantly impact the Company's sales
in 1999.
REVENUES
Product charges from variable annuities totaled $239,000 in 1998 and $12,000
in 1997 due to a full year's worth of sales in 1998, compared to a partial
year in 1997. Net investment income was $1.8 million for the year ended
December 31, 1998. This was an increase of 6.3% compared to net investment
income of $1.7 million for the year ended December 31, 1997. The Company
recognized a realized gain of $24,000 from the sale of investments during the
year ended December 31, 1998.
EXPENSES
The Company reported total insurance benefits and expenses of $830,000 for
the year ended December 31, 1998 and $698,000 for the year ended December 31,
1997. Insurance benefits and expenses consisted of interest credited to
account balances, commissions, general expenses, insurance taxes,
amortization of deferred policy acquisition expenses, goodwill and value of
purchased insurance in force, net of deferred policy acquisition costs.
Interest credited to account balances was $376,000 and $74,000 for the years
ended December 31, 1998 and December 31, 1997, respectively. Commissions,
general expenses and insurance taxes were $1.8 million, $834,000 and $44,000,
respectively, for the year ended December 31, 1998. For the year ended
December 31, 1997, commissions, general expenses and insurance taxes were
$408,000, $585,000 and $109,000, respectively. Expenses have increased in
1998 due to higher sales. Most costs incurred as the result of new sales have
been deferred, thus having very little impact on earnings.
At the merger date, the Company's deferred policy acquisition costs ("DPAC")
was eliminated and an asset of $132,000 representing value of purchased
insurance in force ("VPIF") was established for policies in force at the
merger date. The Company deferred $2.3 million of expenses associated with
the sale of variable annuity contracts for the year ended December 31, 1998.
Expenses of $502,000 were deferred for the year ended December 31, 1997.
These acquisition costs are amortized in proportion to the expected gross
profits. Amortization of DPAC was $76,000 for the year ended December 31,
1998 and $20,000 for the year ended December 31, 1997. The amortization of
VPIF was $8,000 for the year ended December 31, 1998 and $3,000 for the
period October 25, 1997 through December 31, 1997. In 1998, VPIF was adjusted
to reduce amortization by $6,000 during 1998 to reflect changes in the
assumptions related to the timing of future gross profits. Based on current
conditions and assumptions as to the impact of future events on acquired
policies in force, the expected approximate net amortization relating to VPIF
as of December 31, 1998 is $10,000 in 1999, $12,000 in 2000, $13,000 in 2001,
$13,000 in 2002 and $12,000 in 2003. Actual amortization may vary based upon
changes in assumptions and experience.
Amortization of goodwill for the year ended December 31, 1998 was $2,000 and
during the period from the merger date to December 31, 1997 totaled
approximately $1,000. Goodwill is being amortized on a straight-line basis
over 40 years.
INCOME
Net income for the year ended December 31, 1998 was $775,000. This was an
increase of $46,000 from net income for the year ended December 31, 1997.
Comprehensive income for 1998 was $1,015,000, an increase of $320,000 from
$695,000 for 1997.
FINANCIAL CONDITION
___________________
RATINGS
Currently, the Company's ratings are at A+ by A.M. Best Company, AAA by Duff
& Phelps Credit Rating Company, AA+ by Standard & Poor's Rating Services and
Aa2 by Moody's Investors Service.
INVESTMENTS
First Golden's assets are invested in accordance with applicable laws. These
laws govern the nature and the quality of investments that may be made by
life insurance companies and the percentage of their assets that may be
committed to any particular type of investment. In general, these laws permit
investments, within specified limits subject to certain qualifications, in
federal, state, and municipal obligations, corporate bonds, preferred or
common stocks, real estate mortgages, real estate and certain other
investments.
First Golden purchases investments in accordance with investment guidelines
that take into account investment quality, liquidity and diversification, and
invests primarily in investment grade securities. All of First Golden's
assets except for variable separate account assets are available to meet its
obligations under the contracts.
All of the Company's investments are carried at fair value in the Company's
financial statements. The increase in the carrying value of the Company's
investment portfolio included changes in unrealized appreciation and
depreciation of fixed maturities as well as a growth in the cost basis of
these securities. Growth in the cost basis of the Company's investment
portfolio resulted from the investment of premiums from the sale of the fixed
account option of the Company's variable insurance products. The Company
manages the growth of its insurance operations in order to maintain adequate
capital ratios.
FIXED MATURITIES: At December 31, 1998, the Company had fixed maturities with
an amortized cost of $30.4 million and an estimated fair value of $31.0
million. The individual securities in the Company's fixed maturities
portfolio (at amortized cost) include investment grade securities which
include securities issued by the U. S. government, agencies and corporations
that are rated at least A- by Standard & Poor's Rating Services ("Standard &
Poor's") ($18.1 million or 59.6%), that are rated BBB+ to BBB- by Standard &
Poor's ($9.2 million or 30.1%) and below investment grade securities which
are securities issued by corporations that are rated BB+ to BB- by Standard &
Poor's ($1.0 million or 3.4%). Securities not rated by Standard & Poor's had
a National Association of Insurance Commissioners ("NAIC") rating of 1 ($2.1
million or 6.9%).
The Company classifies 100% of its securities as available for sale. Net
unrealized appreciation on fixed maturities of $563,000 was comprised of
gross appreciation of $624,000 and gross depreciation of $61,000. Net
unrealized holding gains on these securities, net of adjustments to VPIF,
DPAC, and deferred income taxes of $336,000 was included in stockholder's
equity at December 31, 1998.
At December 31, 1998, the amortized cost value of the Company's total
investment in below investment grade securities was $1.0 million, or 3.4%, of
the Company's investment portfolio. The Company intends to purchase
additional below investment grade securities, but does not expect the
percentage of its portfolio invested in such securities to exceed 10% of its
investment portfolio. At December 31, 1998, the yield at amortized cost on
the Company's below investment grade portfolio was 8.11% compared to 6.28%
for the Company's investment grade corporate bond portfolio. The Company
estimates the fair value of its below investment grade portfolio was $1.0
million, or 100% of amortized cost value, at December 31, 1998.
Below investment grade securities have different characteristics than
investment grade corporate debt securities. Risk of loss upon default by the
borrower is significantly greater with respect to below investment grade
securities than with other corporate debt securities. Below investment grade
securities are generally unsecured and are often subordinated to other
creditors of the issuer. Also, issuers of below investment grade securities
usually have higher levels of debt and are more sensitive to adverse economic
conditions, such as a recession or increasing interest rates, than are
investment grade issuers. The Company attempts to reduce the overall risk in
its below investment grade portfolio, as in all of its investments, through
careful credit analysis, strict investment policy guidelines and
diversification by company and by industry.
The Company analyzes its investment portfolio, including below investment
grade securities, at least quarterly in order to determine if its ability to
realize its carrying value on any investment has been impaired. For debt
securities, if impairment in value is determined to be other than temporary
(i.e., if it is probable the Company will be unable to collect all amounts
due according to the contractual terms of the security), the cost basis of
the impaired security is written down to fair value, which becomes the new
cost basis. The amount of the write-down is included in earnings as a
realized loss. Future events may occur, or additional or updated information
may be received, which may necessitate future write-downs of securities in
the Company's portfolio. Significant write-downs in the carrying value of
investments could materially adversely affect the Company's net income in
future periods.
During the year ended December 31, 1998, the amortized cost basis of the
Company's fixed maturities portfolio was reduced by $1.1 million as a result
of scheduled principal repayments. In total, net pre-tax gains from sales,
calls and repayments of fixed maturity investments amounted to $24,000 in
1998.
At December 31, 1998, no fixed maturities were deemed to have impairments in
value that are other than temporary. At December 31, 1998, the Company had no
investment in default. The Company's fixed maturities portfolio had a
combined yield at amortized cost of 6.37% at December 31, 1998.
OTHER ASSETS
DPAC represents certain deferred costs of acquiring insurance business,
principally commissions and other expenses related to the production of new
business after the merger. The Company's DPAC was eliminated as of the merger
date and an asset of $132,000 representing VPIF was established for all
policies in force at the merger date. VPIF is amortized into income in
proportion to the expected gross profits of in force acquired business in a
manner similar to DPAC amortization. Any expenses which vary directly with
the sales of the Company's products are deferred and amortized. At December
31, 1998, the Company had VPIF and DPAC balances of $117,000 and $2.3
million, respectively.
Goodwill totaling $96,000, representing the excess of the acquisition cost
over the fair value of net assets acquired, was established at the merger
date. Accumulated amortization of goodwill as of December 31, 1998 was
approximately $3,000.
At December 31, 1998, the Company had $26.7 million of separate account
assets compared to $4.9 million at December 31, 1997. The increase in
separate account assets resulted from market appreciation and growth in sales
of the Company's variable products, net of redemptions.
At December 31, 1998, the Company had total assets of $66.0 million, an
increase of 94.6% over total assets at December 31, 1997.
LIABILITIES
Future policy benefits increased $8.3 million during 1998 to $10.8 million
due to premium growth in the Company's fixed account option of its variable
products. Policy reserves represent the premiums received plus accumulated
interest less mortality and administration charges. At December 31, 1998, the
Company had $26.7 million of separate account liabilities. This is an
increase of 447.7% over separate account liabilities as of December 31, 1997,
and is primarily related to market appreciation and increased sales of the
Company's variable products, net of redemptions.
Other liabilities increased $370,000 during 1998. The increase results
primarily due to an increase in outstanding checks and accounts payable.
The Company's total liabilities increased $31.1 million, or 397.0%, during
1998 and totaled $38.9 million at December 31, 1998. The increase is
primarily the result of an increase in future policy benefits and separate
account liabilities.
The effects of inflation and changing prices on the Company's financial
position are not material since insurance assets and liabilities are both
primarily monetary and remain in balance. An effect of inflation, which has
been low in recent years, is a decline in purchasing power when monetary
assets exceed monetary liabilities.
LIQUIDITY AND CAPITAL RESOURCES
_______________________________
Liquidity is the ability of the Company to generate sufficient cash flows to
meet the cash requirements of its operating, investing and financing
activities. The Company's principal sources of cash are variable annuity
premiums and product charges, investment income and maturing investments.
Primary uses of these funds are payments of commissions and operating
expenses, interest, investment purchases, as well as withdrawals and
surrenders.
Net cash used in operating activities was $307,000 in 1998 compared to net
cash provided by operations of $551,000 in 1997. The negative operating cash
flows result primarily from the funding of commissions and other deferrable
expenses related to the growth in the variable annuity products of the
Company.
Net cash used in investing activities was $6.3 million during 1998 as
compared to $2.4 million in 1997. This increase is primarily due to greater
net purchases of fixed maturities resulting from an increase in funds
available from net fixed account deposits. Net purchases of fixed maturities
reached $3.9 million in 1998 versus $1.9 million in 1997.
Net cash provided by financing activities was $8.0 million during 1998 as
compared to $2.4 million during the prior year. In 1998, net cash provided by
financing activities was positively impacted by net fixed account deposits of
$8.8 million compared to $2.5 million in 1997. This increase was partially
offset by net reallocations to the Company's separate account, which
increased to $872,000 from $58,000 during the prior year.
The Company's liquidity position is managed by maintaining adequate levels of
liquid assets, such as cash or cash equivalents and short-term investments.
Additional sources of liquidity include borrowing facilities to meet short-
term cash requirements. The Company has established a $10.0 million revolving
note facility with SunTrust Bank. Management believes that these sources of
liquidity are adequate to meet the Company's short-term cash obligations.
On December 17, 1996, Golden American made capital contributions to First
Golden of $25 million. Of this amount, $2 million represented 200,000 shares
of common stock with a par value of $10.00 per share. The remaining $23
million was contributed as additional paid-in capital. First Golden believes
it will be able to fund the capital required for projected new business
primarily with existing capital and future capital contributions from its
Parent. First Golden expects to continue to receive capital contributions
from Golden American if necessary. It is ING's policy to ensure adequate
capital and surplus is provided for the Company and, if necessary, additional
funds will be contributed.
First Golden's principal office is located in New York, New York, where
certain of the Company's records are maintained. The 2,568 square feet of
office space is leased through 2001.
The Golden American Board of Directors has agreed by resolution to provide
funds as needed for the Company to maintain policyholders' surplus that meets
or exceeds the greater of: (1) the minimum capital adequacy standards to
maintain a level of capitalization necessary to meet A.M. Best Company's
guidelines for a rating one level less than the one originally given to First
Golden or (2) the New York State Insurance Department risk-based capital
minimum requirements as determined in accordance with New York statutory
accounting principles. No funds were transferred from Golden American in 1997
or 1998.
First Golden is required to maintain a minimum capital and surplus of not
less than $4 million under the provisions of the insurance laws of the State
of New York in which it became licensed to sell insurance products on
January 2, 1997.
Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder unless a notice of
its intent to declare a dividend and the amount of the dividend has been
filed at least thirty days in advance of the proposed declaration. If the
Superintendent finds the financial condition of First Golden does not warrant
the distribution, the Superintendent may disapprove the distribution by
giving written notice to the Company within thirty days after the filing.
The management of First Golden does not anticipate paying any dividends to
its Parent during 1999.
The NAIC's risk-based capital requirements require insurance companies to
calculate and report information under a risk-based capital formula. These
requirements are intended to allow insurance regulators to monitor the
capitalization of insurance companies based upon the type and mixture of
risks inherent in the company's operations. The formula includes components
for asset risk, liability risk, interest rate exposure and other factors. The
Company has complied with the NAIC's risk-based capital reporting
requirements. Amounts reported indicate the Company has total adjusted
capital which is significantly above all required capital levels.
First Golden's operations consist of one business segment, the sale of
insurance products. First Golden is not dependent upon any single customer,
however, three broker/dealers accounted for a significant portion of its
sales volume in 1998. One of these distributors sold 62.1% of the Company's
products in 1998. This distributor has discontinued the sales relationship as
of December 31, 1998. The Company is licensed to sell products in the states
of New York and Delaware.
REINSURANCE: At December 31, 1998, First Golden had a reinsurance treaty with
an unaffiliated reinsurer covering a significant portion of the mortality
risks under its variable contracts. First Golden remains liable to the extent
its reinsurer does not meet its obligation under the reinsurance agreement.
YEAR 2000 READINESS DISCLOSURE: Based on and in conjunction with a 1997 study
and an ongoing analysis of computer software and hardware, Golden American
has assessed the Company's exposure to the Year 2000 change of the century
date issue. Some of the Company's computer programs were originally written
using two digits rather than four to define a particular year. As a result,
these computer programs contain "time sensitive" software that may recognize
"00" as the year 1900 rather than the year 2000, which could cause system
failure or miscalculations resulting in disruptions to operations. These
disruptions could include, but are not limited to, a temporary inability to
process transactions. To a lesser extent, the Company depends on various non-
information technology systems, which could also fail or malfunction as a
result of the Year 2000.
Golden American has developed a plan for the Company to address the Year 2000
issue in a timely manner. The following schedule details the plan's phases,
progress towards completion and estimated completion dates:
<TABLE>
<CAPTION>
% Complete Actual/
as of Estimated
March 15, Completion
1999 Dates
_______________________________________________________________________________
<S> <C> <C>
ASSESSMENT AND DEVELOPMENT of the steps to be taken to
address Year 2000 systems issues 100% 12/31/1997
REMEDIATION of business critical systems to address
Year 2000 issues 100% 2/28/1999
REMEDIATION of non-critical systems to address Year
2000 issues 76-99% 6/01/1999
TESTING of business critical systems 100% 3/05/1999
TESTING of non-critical systems and integrated testing
of hardware and infrastructure 25-50% 6/15/1999
POINT-TO-POINT TESTING of external interfaces with third
party computer systems that communicate with Company
systems 50-75% 4/30/1999
IMPLEMENTATION of tested business critical software
addressing Year 2000 systems issues 100% 3/05/1999
IMPLEMENTATION of tested non-critical software
addressing Year 2000 systems issues 25-50% 6/30/1999
CONTINGENCY PLAN 76-99% 6/01/1999
</TABLE>
The Company's operations could be adversely affected if significant
customers, suppliers and other third parties, including underlying mutual
funds, would be unable to transact business in the Year 2000 and thereafter
as a result of the Year 2000 issue. To mitigate the effect of outside
influences and other dependencies relative to the Year 2000, Golden American
has identified and contacted these third parties on behalf of the Company to
obtain assurances that necessary steps are being taken to prepare for the
Year 2000. Golden American will continue these communications and establish
compliance checkpoints through the Year 2000 transition.
Management believes the Company's systems are or will be substantially
compliant by Year 2000. Golden American will bear all systems upgrade costs
to make the Company's system Year 2000 compliant. Management expects some of
Golden American's resources to be utilized in early 1999 to complete system
upgrades and finalize the contingency plan.
Despite Golden American's efforts on behalf of the Company to modify or
replace "time sensitive" computer and information systems, the Company could
experience a disruption to its operations as a result of the Year 2000.
Golden American is currently developing a contingency plan for the Company to
address any systems that may malfunction despite the testing being performed.
The contingency plan is anticipated to be completed by June 1, 1999.
The Year 2000 project's progress is based on management's best estimates.
These estimates were derived using numerous assumptions of future events,
including the continued availability of resources, third party Year 2000
compliance and other factors. There is no guarantee these estimates will be
achieved and actual results could materially differ from those anticipated.
Specific factors that might cause such material differences include, but are
not limited to, the availability and cost of trained personnel, the ability
to locate and correct all relevant computer codes and other uncertainties.
It is the Company's intention to make every reasonable effort to achieve
business continuity through appropriate planning, testing and establishing
contingency scenarios; however, the Company does not make any representations
because of many unknown factors beyond the control of the Company.
MARKET RISK AND RISK MANAGEMENT
_______________________________
Asset/liability management is integrated into many aspects of the Company's
operations, including investment decisions, product development and crediting
rates determination. As part of its risk management process, different
economic scenarios are modeled, including cash flow testing required for
insurance regulatory purposes, to determine that existing assets are adequate
to meet projected liability cash flows. Key variables include contractowner
behavior and the variable separate account's performance.
Contractowners bear the majority of the investment risks related to the
variable products. Therefore, the risks associated with the investments
supporting the variable separate account are assumed by contractowners, not
by the Company (subject to, among other things, certain minimum guarantees).
The Company's products also provide certain minimum death benefits that
depend on the performance of the variable separate account. Currently the
majority of death benefit risks are reinsured, which protects the Company
from adverse mortality experience and prolonged capital market decline.
A surrender, partial withdrawal, transfer or annuitization made prior to the
end of a guarantee period from the fixed account may be subject to a market
value adjustment. As the liabilities in the fixed account are subject to
market value adjustment, the Company does not face a material amount of
market risk volatility. The fixed account liabilities are supported by a
portfolio principally composed of fixed rate investments that can generate
predictable, steady rates of return. The portfolio management strategy for
the fixed account considers the assets available for sale. This enables the
Company to respond to changes in market interest rates, changes in prepayment
risk, changes in relative values of asset sectors and individual securities
and loans, changes in credit quality outlook and other relevant factors. The
objective of portfolio management is to maximize returns, taking into account
interest rate and credit risks as well as other risks. The Company's
asset/liability management discipline includes strategies to minimize
exposure to loss as interest rates and economic and market conditions change.
On the basis of these analyses, management believes there is no material
solvency risk to the Company. With respect to a 10% drop in equity values
from year-end 1998 levels, variable separate account funds, which represent
71% of the in force, pass the risk in underlying fund performance to the
contractowner (except for certain minimum guarantees that are mostly
reinsured). With respect to interest rate movements up or down 100 basis
points from year-end 1998 levels, the remaining 29% of the in force are fixed
account funds and almost all of these have market value adjustments which
provide significant protection against changes in interest rates.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
_________________________________________________________
Any forward-looking statements contained herein or in any other oral or
written statement by the Company or any of its officers, directors or
employees is qualified by the fact that actual results of the Company may
differ materially from such statement, among other risks and uncertainties
inherent in the Company's business, due to the following important factors:
1. Prevailing interest rate levels and stock market performance, which may
affect the ability of the Company to sell its products, the market value
and liquidity of the Company's investments and the lapse rate of the
Company's policies, notwithstanding product design features intended to
enhance persistency of the Company's products.
2. Changes in the federal income tax laws and regulations which may affect
the relative tax advantages of the Company's products.
3. Changes in the regulation of financial services, including bank sales and
underwriting of insurance products, which may affect the competitive
environment for the Company's products.
4. Increasing competition in the sale of the Company's products.
5. Other factors that could affect the performance of the Company,
including, but not limited to, market conduct claims, litigation,
insurance industry insolvencies, availability of competitive reinsurance
on new business, investment performance of the underlying portfolios of
the variable products, variable product design and sales volume by
significant sellers of the Company's variable products.
6. To the extent third parties are unable to transact business in the Year
2000 and thereafter, the Company's operations could be adversely
affected.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The matters set forth under the caption "Market Risk and Risk Management" in
Management's Discussion and Analysis of Results of Operations (Item 7 of this
report) are incorporated herein by reference.
REPORT OF INDEPENDENT AUDITORS
______________________________________________________________________________
The Board of Directors and Stockholder
First Golden American Life Insurance Company of New York
We have audited the accompanying balance sheets of First Golden American Life
Insurance Company of New York as of December 31, 1998 and 1997, and the
related statements of operations, changes in stockholder's equity, and cash
flows for the year ended December 31, 1998 and for periods from October 25,
1997 through December 31, 1997, January 1, 1997 through October 24, 1997, and
December 17, 1996 (commencement of operations) through December 31, 1996. Our
audits also included the financial statement schedules listed in the Index
at Item 14(a). These financial statements and schedules are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Golden American Life
Insurance Company of New York at December 31, 1998 and 1997, and the results
of its operations and its cash flows for the year ended December 31, 1998 and
for the periods from October 25, 1997 through December 31, 1997, January 1,
1997 through October 24, 1997, and December 17, 1996 through December 31,
1996, in conformity with generally accepted accounting principles. Also, in
our opinion, the related financial statement schedules, when considered in
relation to the basic financial statements taken as a whole, present fairly
in all material respects the information set forth therein.
s/Ernst & Young LLP
Des Moines, Iowa
February 12, 1999
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
BALANCE SHEETS
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
POST-MERGER
___________________ _________________
December 31, 1998 December 31, 1997
___________________ _________________
<S> <C> <C>
ASSETS
Investments:
Fixed maturities, available for sale,
at fair value (cost: 1998 - $30,431;
1997 - $26,570) $30,994 $26,721
Short-term investments 3,231 799
___________________ _________________
Total investments 34,225 27,520
Cash and cash equivalents 1,932 621
Due from affiliates 37 --
Accrued investment income 414 376
Deferred policy acquisition costs 2,347 189
Value of purchased insurance in force 117 126
Current income taxes recoverable 89 63
Property and equipment, less allowances
for depreciation of $16 in 1998 and
$3 in 1997 48 57
Goodwill, less accumulated amortization
of $3 in 1998 and $1 in 1997 93 95
Other assets 15 2
Separate account assets 26,717 4,878
___________________ _________________
Total assets $66,034 $33,927
=================== =================
</TABLE>
See accompanying notes.
BALANCE SHEETS - CONTINUED
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
POST-MERGER
___________________ _________________
December 31, 1998 December 31, 1997
___________________ _________________
<S> <C> <C>
LIABILITIES AND STOCKHOLDER'S
EQUITY
Policy liabilities and accruals:
Future policy benefits:
Annuity products $10,830 $2,506
Deferred income tax liability 850 247
Due to affiliates 17 61
Other liabilities 510 140
Separate account liabilities 26,717 4,878
___________________ _________________
38,924 7,832
Commitments and contingencies
Stockholder's equity:
Preferred stock, par value $5,000 per
share, authorized 6,000 shares -- --
Common stock, par value $10 per share,
authorized, issued and outstanding
200,000 shares 2,000 2,000
Additional paid-in capital 23,936 23,936
Accumulated other comprehensive income 336 96
Retained earnings 838 63
___________________ _________________
Total stockholder's equity 27,110 26,095
___________________ _________________
Total liabilities and stockholder's
equity $66,034 $33,927
=================== =================
</TABLE>
See accompanying notes.
STATEMENTS OF OPERATIONS
(Dollars in thousands)
<TABLE>
<CAPTION>
POST-MERGER
______________ ______________
For the period
October 25,
For the year 1997
ended through
December 31, December 31,
1998 1997
______________ ______________
<S> <C> <C>
Revenues:
Annuity product charges $239 $8
Net investment income 1,844 286
Realized gains on investments 24 1
______________ ______________
2,107 295
Insurance benefits and expenses:
Annuity benefits:
Interest credited to
account balances 376 26
Underwriting, acquisition and
insurance expenses:
Commissions 1,754 141
General expenses 834 124
Insurance taxes 44 94
Policy acquisition costs
deferred (2,264) (204)
Amortization:
Deferred policy acquisition
costs 76 13
Value of purchased insurance
in force 8 3
Goodwill 2 1
______________ ______________
830 198
______________ ______________
Income before income taxes 1,277 97
Income taxes 502 34
______________ ______________
Net income $775 $63
============== ==============
</TABLE>
See accompanying notes.
STATEMENTS OF OPERATIONS - CONTINUED
(Dollars in thousands)
<TABLE>
<CAPTION>
PRE-MERGER
______________ ______________
For the period For the period
January 1, December 17,
1997 1996*
through through
October 24, December 31,
1997 1996
______________ ______________
<S> <C> <C>
Revenues:
Annuity product charges $4 --
Net investment income 1,449 $65
Realized gains on investments -- --
______________ ______________
1,453 65
Insurance benefits and expenses:
Annuity benefits:
Interest credited to
account balances 48 --
Underwriting, acquisition and
insurance expenses:
Commissions 267 --
General expenses 461 --
Insurance taxes 15 --
Policy acquisition costs
deferred (298) --
Amortization:
Deferred policy acquisition
costs 7 --
Value of purchased
insurance in force -- --
Goodwill -- --
______________ ______________
500 --
______________ ______________
Income before income taxes 953 65
Income taxes 287 23
______________ ______________
Net income $666 $42
============== ==============
</TABLE>
* Commencement of operations on December 17, 1996.
See accompanying notes.
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(Dollars in thousands)
<TABLE>
<CAPTION>
Accumulated
Addi- Other Total
tional Comprehen- Stock-
Common Paid-in sive Income Retained holder's
Stock Capital (Loss) Earnings Equity
________________________________________________
PRE-MERGER
________________________________________________
<S> <C> <C> <C> <C> <C>
Capitalization of Company
by issuance of common stock
and contribution of
paid-in capital* $2,000 $23,000 -- -- $25,000
Comprehensive loss:
Net income -- -- -- $42 42
Change in net unrealized
investment gains (losses) -- -- ($99) -- (99)
_________
Comprehensive loss (57)
________________________________________________
Balance at December 31, 1996 2,000 23,000 (99) 42 24,943
Comprehensive income:
Net income -- -- -- 666 666
Change in net unrealized
investment gains (losses) -- -- (130) -- (130)
_________
Comprehensive income 536
________________________________________________
Balance at October 24, 1997 $2,000 $23,000 ($229) $708 $25,479
================================================
POST-MERGER
________________________________________________
Balance at October 25, 1997 $2,000 $23,936 -- -- $25,936
Comprehensive income:
Net income -- -- -- $63 63
Change in net unrealized
investment gains (losses) -- -- $96 -- 96
_________
Comprehensive income 159
________________________________________________
Balance at December 31, 1997 2,000 23,936 96 63 26,095
Comprehensive income:
Net income -- -- -- 775 775
Change in net unrealized
investment gains (losses) -- -- 240 -- 240
_________
Comprehensive income 1,015
________________________________________________
Balance at December 31, 1998 $2,000 $23,936 $336 $838 $27,110
================================================
</TABLE>
* Commencement of operations on December 17, 1996.
See accompanying notes.
STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
POST-MERGER
____________ ____________
For the
period
October 25,
For the year 1997
ended through
December 31, December 31,
1998 1997
____________ ____________
<S> <C> <C>
OPERATING ACTIVITIES
Net income $775 $63
Adjustments to reconcile net income to net
cash provided by (used in) operations:
Adjustments related to annuity products:
Interest credited to account balances 376 26
Charges for mortality and
administration (11) --
Decrease (increase) in accrued
investment income (38) 35
Policy acquisition costs deferred (2,264) (204)
Amortization of deferred policy
acquisition costs 76 13
Amortization of value of purchased
insurance in force 8 3
Net amortization of discount on
short-term investments -- --
Change in other assets, other liabilities
and accrued income taxes 248 (625)
Provision for depreciation
and amortization 82 12
Provision for deferred income taxes 465 98
Realized gains on investments (24) (1)
____________ ____________
Net cash provided by (used in)
operating activities (307) (580)
INVESTING ACTIVITIES
Sale, maturity or repayment of
investments:
Fixed maturities - available for sale 1,644 556
Short-term investments - net -- --
____________ ____________
1,644 556
Acquisition of investments:
Fixed maturities - available for sale (5,549) (2,635)
Short-term investments - net (2,432) (59)
____________ ____________
(7,981) (2,694)
Purchase of property and equipment (4) (2)
____________ ____________
Net cash used in investing activities (6,341) (2,140)
</TABLE>
See accompanying notes.
STATEMENTS OF CASH FLOWS - CONTINUED
(Dollars in thousands)
<TABLE>
<CAPTION>
POST-MERGER
____________ ____________
For the
period
October 25,
For the year 1997
ended through
December 31, December 31,
1998 1997
____________ ____________
<S> <C> <C>
FINANCING ACTIVITIES
Capitalization of Company by issuance
of common stock and contribution
of paid-in capital -- --
Receipts from investment contracts
credited to account balances $9,009 $354
Return of account balances
on investment contracts (178) (8)
Net reallocations to Separate Account (872) (20)
____________ ____________
Net cash provided by financing
activities 7,959 326
____________ ____________
Increase (decrease) in cash and
cash equivalents 1,311 (2,394)
Cash and cash equivalents at
beginning of period 621 3,015
____________ ____________
Cash and cash equivalents at end
of period $1,932 $621
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for
income taxes $99 --
</TABLE>
See accompanying notes.
STATEMENTS OF CASH FLOWS - CONTINUED
(Dollars in thousands)
<TABLE>
<CAPTION>
PRE-MERGER
____________ ____________
For the For the
period period
January 1, December 17,
1997 1996*
through through
October 24, December 31,
1997 1996
____________ ____________
<S> <C> <C>
OPERATING ACTIVITIES
Net income $666 $42
Adjustments to reconcile net income to net
cash provided by (used in) operations:
Adjustments related to annuity products:
Interest credited to account balances 48 --
Charges for mortality and
administration (1) --
Decrease (increase) in accrued
investment income (73) (58)
Policy acquisition costs deferred (298) --
Amortization of deferred policy
acquisition costs 7 --
Amortization of value of purchased
insurance in force -- --
Net amortization of discount on
short-term investments -- (7)
Change in other assets, other liabilities
and accrued income taxes 739 24
Provision for depreciation
and amortization 17 --
Provision for deferred income taxes 26 --
Realized gains on investments -- --
____________ ____________
Net cash provided by (used in)
operating activities 1,131 1
INVESTING ACTIVITIES
Sale, maturity or repayment of
investments:
Fixed maturities - available for sale 226 --
Short-term investments - net -- 25,255
____________ ____________
226 25,255
Acquisition of investments:
Fixed maturities - available for sale -- (24,653)
Short-term investments - net (390) (25,598)
____________ ____________
(390) (50,251)
Purchase of property and equipment (64) --
____________ ____________
Net cash used in investing activities (228) (24,996)
</TABLE>
* Commencement of operations on December 17, 1996.
See accompanying notes.
STATEMENTS OF CASH FLOWS - CONTINUED
(Dollars in thousands)
<TABLE>
<CAPTION>
PRE-MERGER
____________ ____________
For the For the
period period
January 1, December 17,
1997 1996*
through through
October 24, December 31,
1997 1996
____________ ____________
<S> <C> <C>
FINANCING ACTIVITIES
Capitalization of Company by issuance
of common stock and contribution
of paid-in capital -- $25,000
Receipts from investment contracts
credited to account balances $2,160 --
Return of account balances
on investment contracts (15) --
Net reallocations to Separate Account (38) --
____________ ____________
Net cash provided by financing
activities 2,107 25,000
____________ ____________
Increase (decrease) in cash and
cash equivalents 3,010 5
Cash and cash equivalents at
beginning of period 5 --
____________ ____________
Cash and cash equivalents at end
of period $3,015 $5
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for
income taxes $283 --
</TABLE>
* Commencement of operations on December 17, 1996.
See accompanying notes.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
1. SIGNIFICANT ACCOUNTING POLICIES
______________________________________________________________________________
ORGANIZATION
First Golden American Life Insurance Company of New York ("First Golden" or
"Company"), a wholly owned subsidiary of Golden American Life Insurance
Company ("Golden American" or "Parent"), was incorporated on May 24, 1996.
Golden American is a wholly owned subsidiary of Equitable of Iowa Companies,
Inc. On December 17, 1996, Golden American provided capitalization in the
amount of $25,000,000 to First Golden. First Golden commenced investment
operations on December 17, 1996. On January 2, 1997 and December 23, 1997,
First Golden became licensed as a life insurance company under the laws of
the states of New York and Delaware, respectively. First Golden received
policy approvals on March 25, 1997 and December 23, 1997 in New York and
Delaware, respectively. The Company's products are marketed by
broker/dealers, financial institutions and insurance agents. The Company's
primary customers are consumers and corporations. See Note 8 for further
information regarding related party transactions.
On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware corporation,
acquired all of the outstanding capital stock of Equitable of Iowa Companies
("Equitable") according to the terms of an Agreement and Plan of Merger
("Merger Agreement") dated July 7, 1997 among Equitable, PFHI and ING Groep
N.V. ("ING"). PFHI is a wholly owned subsidiary of ING, a global financial
services holding company based in The Netherlands. As a result of this
transaction, Equitable was merged into PFHI, which was simultaneously renamed
Equitable of Iowa Companies, Inc. ("EIC"), a Delaware corporation. See
Note 6 for additional information regarding the merger.
For financial statement purposes, the ING merger was accounted for as a
purchase effective October 25, 1997. The merger resulted in a new basis of
accounting reflecting estimated fair values of assets and liabilities. As a
result, the Company's financial statements for the periods after October 24,
1997 are presented on the Post-Merger new basis of accounting and financial
statements for October 24, 1997 and prior periods are presented on the Pre-
Merger historical cost basis of accounting.
INVESTMENTS
FIXED MATURITIES: The Company accounts for its investments under the
Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," which requires fixed
maturities to be designated as either "available for sale," "held for
investment" or "trading." Sales of fixed maturities designated as "available
for sale" are not restricted by SFAS No. 115. Available for sale securities
are reported at fair value and unrealized gains and losses on these
securities are included directly in stockholder's equity after adjustment for
related changes in value of purchased insurance in force ("VPIF"), deferred
policy acquisition costs ("DPAC") and deferred income taxes. At December 31,
1998 and 1997, all of the Company's fixed maturities are designated as
available for sale, although the Company is not precluded from designating
fixed maturities as held for investment or trading at some future date.
Securities determined to have a decline in value that is other than temporary
are written down to estimated fair value, which becomes the new cost basis by
a charge to realized losses in the Company's Statements of Operations.
Premiums and discounts are amortized/accrued utilizing a method which results
in a constant yield over the securities' expected lives. Amortization/accrual
of premiums and discounts on mortgage-backed securities incorporates a
prepayment assumption to estimate the securities' expected lives.
OTHER INVESTMENTS: Short-term investments are reported at cost, adjusted for
amortization of premiums and accrual of discounts.
REALIZED GAINS AND LOSSES: Realized gains and losses are determined on the
basis of specific identification and average cost methods for manager
initiated and issuer initiated disposals, respectively.
FAIR VALUES: Estimated fair values, as reported herein, of conventional
mortgage-backed securities not actively traded in a liquid market and
publicly traded fixed maturities are estimated using a third party pricing
system. This pricing system uses a matrix calculation assuming a spread over
U. S. Treasury bonds based upon the expected average lives of the securities.
Fair values of private placement bonds are estimated using a matrix that
assumes a spread (based on interest rates and a risk assessment of the bonds)
over U. S. Treasury bonds.
CASH AND CASH EQUIVALENTS
For purposes of the Statements of Cash Flows, the Company considers all
demand deposits and interest-bearing accounts not related to the investment
function to be cash equivalents. All interest-bearing accounts classified as
cash equivalents have original maturities of three months or less.
DEFERRED POLICY ACQUISITION COSTS
Certain costs of acquiring new insurance business, principally first year
commissions and other expenses related to the production of new business,
have been deferred. Acquisition costs for variable annuity products are being
amortized generally in proportion to the present value (using the assumed
crediting rate) of expected future gross profits. This amortization is
adjusted retrospectively when the Company revises its estimate of current or
future gross profits to be realized from a group of products. DPAC is
adjusted to reflect the pro forma impact of unrealized gains and losses on
fixed maturity securities the Company has designated as "available for sale"
under SFAS No. 115.
VALUE OF PURCHASED INSURANCE IN FORCE
As the result of the merger, a portion of the purchase price was allocated to
the right to receive future cash flows from the existing insurance contracts.
This allocated cost represents VPIF which reflects the value of those
purchased policies calculated by discounting actuarially determined expected
future cash flows at the discount rate determined by the purchaser.
Amortization of VPIF is charged to expense in proportion to expected gross
profits of the underlying business. This amortization is adjusted
retrospectively when the Company revises its estimate of current or future
gross profits to be realized from the insurance contracts acquired. VPIF is
adjusted to reflect the pro forma impact of unrealized gains and losses on
available for sale fixed maturities. See Note 6 for additional information on
VPIF resulting from the merger.
PROPERTY AND EQUIPMENT
Property and equipment primarily represent leasehold improvements and office
furniture and equipment and are not considered to be significant to the
Company's overall operations. Property and equipment are reported at cost
less allowances for depreciation. Depreciation expense is computed primarily
on the basis of the straight-line method over the estimated useful lives of
the assets.
GOODWILL
Goodwill was established as a result of the merger and is being amortized
over 40 years on a straight-line basis. See Note 6 for additional information
on the merger.
FUTURE POLICY BENEFITS
Future policy benefits for the fixed interest division of the variable
products are established utilizing the retrospective deposit accounting
method. Policy reserves represent the premiums received plus accumulated
interest, less mortality and administration charges. Interest credited to
these policies ranged from 3.95% to 7.10% during 1998 and 5.60% to 7.50%
during 1997.
SEPARATE ACCOUNT
Assets and liabilities of the separate account reported in the accompanying
Balance Sheets represent funds that are separately administered principally
for variable annuity contracts. Contractowners, rather than the Company, bear
the investment risk for the variable products. At the direction of the
contractowners, the separate account invests the premiums from the sale of
variable annuity products in shares of specified mutual funds. The assets and
liabilities of the separate account are clearly identified and segregated
from other assets and liabilities of the Company. The portion of the separate
account assets equal to the reserves and other liabilities of variable
annuity contracts cannot be charged with liabilities arising out of any other
business the Company may conduct.
Variable separate account assets are carried at fair value of the underlying
investments and generally represent contractowner investment values
maintained in the accounts. Variable separate account liabilities represent
account balances for the variable annuity contracts invested in the separate
account; the fair value of these liabilities is equal to their carrying
amount. Net investment income and realized and unrealized capital gains and
losses related to separate account assets are not reflected in the
accompanying Statements of Operations.
Product charges recorded by the Company from variable annuity products
consist of charges applicable to each contract for mortality and expense
risk, contract administration and surrender charges.
DEFERRED INCOME TAXES
Deferred tax assets or liabilities are computed based on the difference
between the financial statement and income tax bases of assets and
liabilities using the enacted marginal tax rate. Deferred tax assets or
liabilities are adjusted to reflect the pro forma impact of unrealized gains
and losses on fixed maturities the Company has designated as available for
sale under SFAS No. 115. Changes in deferred tax assets or liabilities
resulting from this SFAS No. 115 adjustment are charged or credited directly
to stockholder's equity. Deferred income tax expenses or credits reflected in
the Company's Statements of Operations are based on the changes in the
deferred tax asset or liability from period to period (excluding the SFAS No.
115 adjustment).
DIVIDEND RESTRICTIONS
Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder unless a notice of
its intention to declare a dividend and the amount of the dividend has been
filed at least thirty days in advance of the proposed declaration. If the
Superintendent finds the financial condition of the Company does not warrant
the distribution, the Superintendent may disapprove the distribution by
giving written notice to the Company within thirty days after the filing.
SEGMENT REPORTING
As of December 31, 1998, the Company adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." SFAS No. 131 superseded
SFAS No. 14, "Financial Reporting for Segments of a Business Enterprise."
SFAS No. 131 establishes standards for the way public business enterprises
report information about operating segments in annual financial statements
and requires enterprises to report selected information about operating
segments in interim financial reports. SFAS No. 131 also establishes
standards for related disclosures about products and services, geographic
areas and major customers.
The Company manages its business as one segment, the sale of variable
products designed to meet customer needs for tax-advantaged methods of saving
for retirement and protection from unexpected death. Variable products are
sold to consumers and corporations throughout New York. The adoption of SFAS
No. 131 did not affect the results of operations or financial position of the
Company.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions affecting the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Management is required to utilize historical experience and assumptions about
future events and circumstances in order to develop estimates of material
reported amounts and disclosures. Included among the material (or potentially
material) reported amounts and disclosures that require extensive use of
estimates and assumptions are (1) estimates of fair values of investments in
securities and other financial instruments, as well as fair values of
policyholder liabilities, (2) policyholder liabilities, (3) deferred policy
acquisition costs and value of purchased insurance in force, (4) fair values
of assets and liabilities recorded as a result of the merger transaction, (5)
asset valuation allowances, (6) deferred tax benefits (liabilities) and (7)
estimates for commitments and contingencies including legal matters, if a
liability is anticipated and can be reasonably estimated. Estimates and
assumptions regarding all of the preceding are inherently subject to change
and are reassessed periodically. Changes in estimates and assumptions could
materially impact the financial statements.
RECLASSIFICATIONS
Certain amounts in the financial statements for the periods ended within the
years ended December 31, 1997 and 1996 have been reclassified to conform to
the December 31, 1998 financial statement presentation.
2. BASIS OF FINANCIAL REPORTING
______________________________________________________________________________
The financial statements of the Company differ from related statutory-basis
financial statements principally as follows: (1) acquisition costs of
acquiring new business are deferred and amortized over the life of the
policies rather than charged to operations as incurred; (2) an asset
representing the present value of future cash flows from insurance contracts
acquired was established as a result of the merger and is amortized and
charged to expense; (3) future policy benefit reserves for the fixed interest
division of the variable products are based on full account values, rather
than the greater of cash surrender value or amounts derived from discounting
methodologies utilizing statutory interest rates; (4) reserves are reported
before reduction for reserve credits related to reinsurance ceded and a
receivable is established, net of an allowance for uncollectible amounts, for
these credits rather than presented net of these credits; (5) fixed maturity
investments are designated as "available for sale" and valued at fair value
with unrealized appreciation/depreciation, net of adjustments to value of
purchased insurance in force, deferred policy acquisition costs and deferred
income taxes (if applicable), credited/charged directly to stockholder's
equity rather than valued at amortized cost; (6) the carrying value of fixed
maturities is reduced to fair value by a charge to realized losses in the
Statements of Operations when declines in carrying value are judged to be
other than temporary, rather than through the establishment of a formula-
determined statutory investment reserve (carried as a liability), changes in
which are charged directly to surplus; (7) deferred income taxes are provided
for the difference between the financial statement and income tax bases of
assets and liabilities; (8) net realized gains or losses attributed to
changes in the level of interest rates in the market are recognized when the
sale is completed rather than deferred and amortized over the remaining life
of the fixed maturity security; (9) revenues for variable annuity products
consist of policy administration charges and surrender charges assessed
rather than premiums received; and (10) assets and liabilities are restated
to fair values when a change in ownership occurs, with provisions for
goodwill and other intangible assets, rather than continuing to be presented
at historical cost.
A reconciliation of net income and stockholder's equity as reported to
regulatory authorities under statutory accounting principles to equivalent
amounts reported under generally accepted accounting principles is as
follows:
<TABLE>
<CAPTION>
POST-MERGER | PRE-MERGER
___________________________| _____________
|
Net Income | Net Income
___________________________| _____________
For the| For the
period| period
October 25,| January 1,
For the year 1997| 1997
ended through| through
December 31, December 31,| October 24,
1998 1997| 1997
_____________ ____________| _____________
(Dollars in thousands)
<S> <C> <C> | <C>
As reported under statutory |
accounting principles ($966) ($142)| $581
Interest maintenance reserve 14 1 | --
Asset valuation reserve -- -- | --
Future policy benefits 45 115 | (179)
Nonadmitted assets -- -- | --
Net unrealized appreciation of fixed |
maturities at fair value -- -- | --
Change in investment basis |
as result of merger (39) (1)| --
Deferred policy acquisition costs 2,188 191 | 291
Value of purchased insurance in force (8) (3)| --
Goodwill (2) (1)| --
Deferred income taxes (465) (98)| (26)
Other 8 1 | (1)
_____________ ____________| _____________
As reported herein $775 $63 | $666
==========================================
</TABLE>
<TABLE>
<CAPTION>
POST-MERGER
___________________________
Stockholder's Equity
___________________________
December 31, December 31,
1998 1997
_____________ ____________
(Dollars in thousands)
<S> <C> <C>
As reported under statutory
accounting principles $24,377 $25,424
Interest maintenance reserve 15 1
Asset valuation reserve 96 54
Future policy benefits (16) (61)
Nonadmitted assets 43 2
Net unrealized appreciation of fixed
maturities at fair value 563 151
Change in investment basis
as result of merger 318 357
Deferred policy acquisition costs 2,347 189
Value of purchased insurance in force 117 126
Goodwill 93 95
Deferred income taxes (850) (247)
Other 7 4
_____________ ____________
As reported herein $27,110 $26,095
===========================
</TABLE>
3. INVESTMENT OPERATIONS
______________________________________________________________________________
INVESTMENT RESULTS
Major categories of net investment income are summarized below:
<TABLE>
<CAPTION>
POST-MERGER | PRE-MERGER
___________________________|___________________________
For the| For the For the
period| period period
October 25,| January 1, December 17,
For the year 1997| 1997 1996
ended through| through through
December 31, December 31,| October 24, December 31,
1998 1997| 1997 1996
___________________________|___________________________
(Dollars in thousands)
<S> <C> <C> | <C> <C>
Fixed maturities $1,726 $294 | $1,449 $57
Short-term investments 157 13 | 30 9
Other, net -- -- | 2 --
___________________________|___________________________
Gross investment income 1,883 307 | 1,481 66
Less investment expenses (39) (21)| (32) (1)
___________________________|___________________________
Net investment income $1,844 $286 | $1,449 $65
=======================================================
</TABLE>
The change in unrealized appreciation (depreciation) on fixed maturities
designated as available for sale at fair value for the year ended
December 31, 1998, the period October 25, 1997 through December 31, 1997, the
period January 1, 1997 through October 24, 1997 and the period December 17,
1996 through December 31, 1996 were $412,000, $(212,000), $516,000 and
($153,000), respectively.
At December 31, 1998 and December 31, 1997, amortized cost, gross unrealized
gains and losses and estimated fair values of fixed maturities, all of which
are designated as available for sale, are as follows:
<TABLE>
<CAPTION>
POST-MERGER
_______________________________________________
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
_______________________________________________
(Dollars in thousands)
December 31, 1998
____________________________
<S> <C> <C> <C> <C>
U.S. government and
governmental agencies
and authorities $3,997 $118 ($3) $4,112
Public utilities 2,543 63 (4) 2,602
Corporate securities 20,351 426 (53) 20,724
Mortgage-backed securities 3,540 17 (1) 3,556
_______________________________________________
Total $30,431 $624 ($61) $30,994
===============================================
December 31, 1997
____________________________
U.S. government and
governmental agencies
and authorities $3,033 $4 -- $3,037
Public utilities 1,000 10 -- 1,010
Corporate securities 17,921 160 ($32) 18,049
Mortgage-backed securities 4,616 9 -- 4,625
_______________________________________________
Total $26,570 $183 ($32) $26,721
===============================================
</TABLE>
At December 31, 1998, net unrealized investment gains on fixed maturities
designated as available for sale totaled $563,000. Appreciation of $336,000
was included in stockholder's equity at December 31, 1998 (net of an
adjustment of $5,000 to VPIF, an adjustment of $32,000 to DPAC and deferred
income taxes of $190,000). Short-term investments with maturities of 30 days
or less have been excluded from the above schedules. Amortized cost
approximates fair values for these securities.
Amortized cost and estimated fair value of fixed maturities designated as
available for sale, by contractual maturity, at December 31, 1998 are shown
below. Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without
call or prepayment penalties.
<TABLE>
<CAPTION>
POST-MERGER
_____________________________
Estimated
Amortized Fair
December 31, 1998 Cost Value
_____________________________________________________________________________
(Dollars in thousands)
<S> <C> <C>
Due after one year through five years $11,659 $11,800
Due after five years through ten years 15,232 15,638
_____________ _____________
26,891 27,438
Mortgage-backed securities 3,540 3,556
_____________ _____________
Total $30,431 $30,994
============= =============
</TABLE>
An analysis of sales, maturities and principal repayments of the Company's
fixed maturities portfolio is as follows:
<TABLE>
<CAPTION>
Gross Gross Proceeds
Amortized Realized Realized from
Cost Gains Losses Sale
_____________________________________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
POST-MERGER:
For the year ended December 31, 1998:
Scheduled principal repayments,
calls and tenders $1,080 -- -- $1,080
Sales 540 $24 -- 564
___________________________________________
Total $1,620 $24 -- $1,644
===========================================
For the period October 25, 1997
through December 31, 1997:
Scheduled principal repayments,
calls and tenders $555 $1 -- $556
===========================================
PRE-MERGER:
For the period January 1, 1997
through October 24, 1997:
Scheduled principal repayments,
calls and tenders $226 -- -- $226
===========================================
</TABLE>
For the period December 17, 1996 through December 31, 1996, the Company did
not have any sales, maturities or repayments of its fixed maturities
portfolio.
For the periods October 25, 1997 through December 31, 1997 and January 1,
1997 and October 24, 1997, the amortized cost basis of the Company's fixed
maturities portfolio was reduced by $43,000 and $226,000, respectively, as a
result of scheduled principal repayments.
INVESTMENT VALUATION ANALYSIS: The Company analyzes its investment portfolio
at least quarterly in order to determine if the carrying value of any
investment has been impaired. The carrying value of fixed maturities is
written down to fair value by a charge to realized losses when an impairment
in value appears to be other than temporary. During 1998, 1997 and 1996, no
investments were identified as having an impairment other than temporary.
INVESTMENTS ON DEPOSIT: At December 31, 1998 and 1997, affidavits of deposits
covering bonds with a par value of $400,000 were on deposit with regulatory
authorities pursuant to certain statutory requirements.
INVESTMENT DIVERSIFICATIONS: The Company's investment policies related to its
investment portfolio require diversification by asset type, company and
industry and set limits on the amount which can be invested in an individual
issuer. Such policies are at least as restrictive as those set forth by
regulatory authorities. The following percentages relate to holdings at
December 31, 1998 and December 31, 1997. Fixed maturities included
investments in basic industrials (40% in 1998, 31% in 1997), financial
companies (24% in 1998, 23% in 1997), various government bonds and government
or agency mortgage-backed securities (13% in 1998, 29% in 1997), conventional
mortgage-backed securities (11% in 1998) and consumer products (3% in 1998,
10% in 1997).
No investment in any person or its affiliates (other than bonds issued by
agencies of the United States government) exceed ten percent of stockholder's
equity at December 31, 1998.
4. COMPREHENSIVE INCOME
______________________________________________________________________________
As of January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income." SFAS No. 130 establishes new rules for the reporting
and display of comprehensive income and its components; however, the adoption
of this statement had no impact on the Company's net income or stockholder's
equity. SFAS No. 130 requires unrealized gains or losses on the Company's
available for sale securities (net of VPIF, DPAC and deferred income taxes)
to be included in other comprehensive income. Prior to the adoption of SFAS
No. 130 unrealized gains or losses were reported separately in stockholder's
equity. Prior year financial statements have been reclassified to conform to
the requirements of SFAS No. 130.
Other comprehensive income excludes net investment gains (losses) included in
net income which merely represent transfers from unrealized to realized gains
and losses. These amounts totaled $16,000 in 1998. Such amounts, which have
been measured through the date of sale, are net of income taxes and
adjustments to VPIF and DPAC totaling $8,000 in 1998.
5. FAIR VALUES OF FINANCIAL INSTRUMENTS
______________________________________________________________________________
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,"
requires disclosure of estimated fair value of all financial instruments,
including both assets and liabilities recognized and not recognized in a
company's balance sheet, unless specifically exempted. SFAS No. 119,
"Disclosure about Derivative Financial Instruments and Fair Value of
Financial Instruments," requires additional disclosures about derivative
financial instruments. Most of the Company's investments, investment
contracts and debt fall within the standards' definition of a financial
instrument. In cases where quoted market prices are not available, estimated
fair values are based on estimates using present value or other valuation
techniques. Those techniques are significantly affected by the assumptions
used, including the discount rate and estimates of future cash flows.
Accounting, actuarial and regulatory bodies are continuing to study the
methodologies to be used in developing fair value information, particularly
as it relates to such things as liabilities for insurance contracts.
Accordingly, care should be exercised in deriving conclusions about the
Company's business or financial condition based on the information presented
herein.
The Company closely monitors the composition and yield of its invested
assets, the duration and interest credited on insurance liabilities and
resulting interest spreads and timing of cash flows. These amounts are taken
into consideration in the Company's overall management of interest rate risk,
which attempts to minimize exposure to changing interest rates through the
matching of investment cash flows with amounts expected to be due under
insurance contracts. These assumptions may not result in values consistent
with those obtained through an actuarial appraisal of the Company's business
or values that might arise in a negotiated transaction.
The following compares carrying values as shown for financial reporting
purposes with estimated fair values:
<TABLE>
<CAPTION>
POST-MERGER
________________________________________________
December 31 1998 1997
_______________________________________________________________________________
Estimated Estimated
Carrying Fair Carrying Fair
Value Value Value Value
_______________________ _______________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
ASSETS
Fixed maturities, available
for sale $30,994 $30,994 $26,721 $26,721
Short-term investments 3,231 3,231 799 799
Cash and cash equivalents 1,932 1,932 621 621
Separate account assets 26,717 26,717 4,878 4,878
LIABILITIES
Annuity products 10,830 10,166 2,506 2,377
Separate account liabilities 26,717 26,717 4,878 4,878
</TABLE>
The following methods and assumptions were used by the Company in estimating
fair values.
FIXED MATURITIES: Estimated fair values of conventional mortgage-backed
securities not actively traded in a liquid market and publicly traded fixed
maturities are estimated using a third party pricing system. This pricing
system uses a matrix calculation assuming a spread over U. S. Treasury bonds
based upon the expected average lives of the securities.
SHORT-TERM INVESTMENTS AND CASH AND CASH EQUIVALENTS: Carrying values
reported in the Company's historical cost basis balance sheet approximate
estimated fair value for these instruments due to their short-term nature.
SEPARATE ACCOUNT ASSETS: Separate account assets are reported at the quoted
fair values of the individual securities in the separate account.
ANNUITY PRODUCTS: Estimated fair values of the Company's liabilities for
future policy benefits for the fixed interest division of the variable
products are stated at cash surrender value, the cost the Company would incur
to extinguish the liability.
SEPARATE ACCOUNT LIABILITIES: Separate account liabilities are reported at
full account value in the Company's historical cost balance sheet. Estimated
fair values of separate account liabilities are equal to their carrying
amount.
6. MERGER
______________________________________________________________________________
TRANSACTION: On October 23, 1997, Equitable's shareholders approved the
Merger Agreement dated July 7, 1997 among Equitable, PFHI and ING. On October
24, 1997, PFHI, a Delaware corporation, acquired all of the outstanding
capital stock of Equitable according to the Merger Agreement. PFHI is a
wholly owned subsidiary of ING, a global financial services holding company
based in The Netherlands. Equitable, an Iowa corporation, in turn, owned all
the outstanding capital stock of Equitable Life Insurance Company of Iowa and
Golden American and their wholly owned subsidiaries. In addition, Equitable
also owned all the outstanding capital stock of Locust Street Securities,
Inc., Equitable Investment Services, Inc. (subsequently dissolved), Directed
Services, Inc., Equitable of Iowa Companies Capital Trust, Equitable of Iowa
Companies Capital Trust II and Equitable of Iowa Securities Network, Inc.
(subsequently renamed ING Funds Distributor, Inc.). In exchange for the
outstanding capital stock of Equitable, ING paid total consideration of
approximately $2.1 billion in cash and stock plus the assumption of
approximately $400 million in debt. As a result of this transaction,
Equitable was merged into PFHI, which was simultaneously renamed Equitable of
Iowa Companies, Inc. ("EIC"), a Delaware corporation. All costs of the
merger, including expenses to terminate certain benefit plans, were paid by
EIC.
ACCOUNTING TREATMENT: The merger has been accounted for as a purchase
resulting in a new basis of accounting, reflecting estimated fair values for
assets and liabilities at October 24, 1997. The purchase price was allocated
to EIC and its subsidiaries with $25,936,000 allocated to the Company.
Goodwill was established for the excess of the merger cost over the fair
value of the net assets and attributed to EIC and its subsidiaries including
Golden American and First Golden. The amount of goodwill allocated to the
Company relating to the merger was $96,000 at the merger date and is being
amortized over 40 years on a straight-line basis. The carrying value of
goodwill will be reviewed periodically for any indication of impairment in
value.
VALUE OF PURCHASED INSURANCE IN FORCE: As part of the merger, a portion of
the acquisition cost was allocated to the right to receive future cash flows
from the insurance contracts existing with the Company at the merger date.
This allocated cost represents VPIF reflecting the value of those purchased
policies calculated by discounting the actuarially determined expected future
cash flows at the discount rate determined by ING.
An analysis of the VPIF asset is as follows:
<TABLE>
<CAPTION>
POST-MERGER
______________________________________
For the period
October 25, 1997
For the year ended through
December 31, 1998 December 31, 1997
______________________________________
(Dollars in thousands)
<S> <C> <C>
Beginning balance $126 $132
______________________________________
Imputed interest 9 3
Amortization (23) (6)
Changes in assumptions of timing
of gross profits 6 --
______________________________________
Net amortization (8) (3)
Adjustment for unrealized gains
on available for sale securities (1) (3)
______________________________________
Ending balance $117 $126
======================================
</TABLE>
Interest is imputed on the unamortized balance of VPIF at a rate of 7.06% for
the year ended December 31, 1998 and 7.03% for the period October 25, 1997
through December 31, 1997. The amortization of VPIF, net of imputed interest,
is charged to expense. VPIF is adjusted for the unrealized gains (losses) on
available for sale securities; such changes are included directly in
stockholder's equity. Based on current conditions and assumptions as to the
impact of future events on acquired policies in force, the expected
approximate net amortization relating to VPIF as of December 31, 1998 is
$10,000 in 1999, $12,000 in 2000, $13,000 in 2001, $13,000 in 2002, and
$12,000 in 2003. Actual amortization may vary based upon changes in
assumptions and experience.
7. INCOME TAXES
______________________________________________________________________________
The Company files a consolidated federal income tax return with Golden
American, also a life insurance company.
At December 31, 1998, the Company has a net operating loss ("NOL")
carryforward for federal income tax purposes of approximately $935,000 which
is available to offset future taxable income of the Company through the year
2018.
INCOME TAX EXPENSE
Income tax expense included in the financial statements is as follows:
<TABLE>
<CAPTION>
POST-MERGER | PRE-MERGER
____________________________| ____________________________
For the| For the For the
period| period period
October 25,| January 1, December 17,
For the year 1997| 1997 1996
ended through| through through
December 31, December 31,| October 24, December 31,
1998 1997| 1997 1996
____________________________| ____________________________
(Dollars in thousands)
<S> <C> <C> | <C> <C>
Current $37 ($64)| $261 $23
Deferred 465 98 | 26 --
____________________________| ____________________________
$502 $34 | $287 $23
==========================================================
</TABLE>
The effective tax rate on income before income taxes is different from the
prevailing federal income tax rate. A reconciliation of this difference is as
follows:
<TABLE>
<CAPTION>
POST-MERGER | PRE-MERGER
___________________________|___________________________
For the| For the For the
period| period period
October 25,| January 1, December 17,
For the year 1997| 1997 1996
ended through| through through
December 31, December 31,| October 24, December 31,
1998 1997| 1997 1996
___________________________|___________________________
(Dollars in thousands)
<S> <C> <C> | <C> <C>
Income before income tax $1,277 $97 | $953 $65
===========================|===========================
Income tax at federal |
statutory rate $447 $34 | $334 $23
Tax effect (decrease) of: |
Compensatory stock option |
and restricted stock |
expense -- -- | (35) --
Other items 55 -- | (12) --
___________________________|___________________________
Income tax expense $502 $34 | $287 $23
=======================================================
</TABLE>
DEFERRED INCOME TAXES
The tax effect of temporary differences giving rise to the Company's deferred
income tax assets and liabilities at December 31, 1998 and 1997 is as
follows:
<TABLE>
<CAPTION>
POST-MERGER
___________________________________
December 31 1998 1997
____________________________________________________________ ________________
(Dollars in thousands)
<S> <C> <C>
Deferred tax assets:
Future policy benefits $11 $22
Net operating loss carryforwards 327 --
________________ ________________
338 22
Deferred tax liabilities:
Net unrealized appreciation of available for
sale fixed maturities (184) (51)
Fixed maturities (222) (134)
Deferred policy acquisition costs (714) (39)
Value of purchased insurance in force (41) (45)
Other (27) --
________________ ________________
(1,188) (269)
________________ ________________
Deferred income tax liability ($850) ($247)
===================================
</TABLE>
8. RELATED PARTY TRANSACTIONS
______________________________________________________________________________
Directed Services, Inc. ("DSI") acts as the principal underwriter (as defined
in the Securities Act of 1933 and the Investment Company Act of 1940, as
amended) and distributor of the variable insurance products issued by the
Company. DSI is authorized to enter into agreements with broker/dealers to
distribute the Company's variable insurance products and appoint
representatives of the broker/dealers as agents. As of December 31, 1998, the
Company's variable insurance products were sold primarily through three
broker/dealer institutions. The Company paid commissions and expenses to DSI
totaling $1,754,000 for the year ended December 31, 1998. For the period
October 25, 1997 through December 31, 1997 and January 1, 1997 through
October 24, 1997, the commissions and expenses were $141,000 and $267,000,
respectively.
The Company has service agreements with Golden American and Equitable Life
Insurance Company of Iowa ("Equitable Life"), an affiliate, in which Golden
American and Equitable Life provide administrative and financial related
services. For the year ended December 31, 1998, the Company incurred expenses
of $248,000 and $165,000, respectively, from Golden American and Equitable
Life under these agreements. For the periods October 25, 1997 through
December 31, 1997, expenses incurred were $8,000 and $13,000, respectively,
from Golden American and Equitable Life. For the period January 1, 1997
through October 24, 1997, expenses incurred were $16,000 and $16,000,
respectively, from Golden American and Equitable Life.
The Company provides resources and services to Golden American and DSI.
Revenues for these services, which reduce general expenses incurred by the
Company, totaled $210,000 and $75,000 from Golden American and DSI,
respectively, for the year ended December 31, 1998.
Effective January 1, 1998, the Company has an asset management agreement with
ING Investment Management LLC ("ING IM"), an affiliate, in which ING IM
provides asset management and accounting services. Under the agreement, the
Company records a fee based on the value of the assets under management. The
fee is payable quarterly. For the year ended December 31, 1998, the Company
incurred fees of $56,000 under this agreement.
Prior to 1998, the Company had a service agreement with Equitable Investment
Services, Inc. ("EISI"), an affiliate, in which EISI provided investment
management services. Payments for these services totaled $11,000 and $51,000
for the periods October 25, 1997 through December 31, 1997 and January 1,
1997 through October 24, 1997, respectively.
The Company had premiums, net of reinsurance, for variable products for the
year ended December 31, 1998, that totaled $94,000 from Locust Street
Securities, Inc. ("LSSI"), an affiliate. For the year ended December 31,
1997, the premiums, net of reinsurance, for variable products from LSSI
totaled $13,000.
On December 17, 1996, Golden American contributed $25,000,000 to First
Golden, $2,000,000 in common stock (200,000 shares at $10 per share) and
$23,000,000 of additional paid-in capital. All expenses related to the
incorporation and licensing of First Golden were incurred by Golden American.
The Golden American Board of Directors has agreed by resolution to provide
funds as needed for the Company to maintain policyholders' surplus that meets
or exceeds the greater of: (1) the minimum capital adequacy standards to
maintain a level of capitalization necessary to meet A.M. Best Company's
guidelines or one level less than the one originally given to First Golden,
or (2) the New York State Insurance Department risk-based capital minimum
requirements as determined in accordance with New York statutory accounting
principles. No funds were transferred from Golden American in 1998 or 1997.
9. COMMITMENTS AND CONTINGENCIES
______________________________________________________________________________
REINSURANCE: At December 31, 1998, First Golden had a reinsurance treaty with
an unaffiliated reinsurer covering a significant portion of the mortality
risks under its variable contracts. First Golden remains liable to the extent
its reinsurer does not meet its obligation under the reinsurance agreement.
At December 31, 1998 and December 31, 1997, the Company has a payable of
$1,000 for reinsurance premiums. Included in the accompanying financial
statements are net considerations to the reinsurer of $9,000 and $1,000 for
the year ended December 31, 1998 and for the period October 25, 1997 through
December 31, 1997, respectively.
LITIGATION: The Company, like other insurance companies, may be named or
otherwise involved in lawsuits, including class action lawsuits. In some
class action and other lawsuits involving insurers, substantial damages have
been sought and/or material settlement payments have been made. The Company
currently believes no pending or threatened lawsuits exist that are
reasonably likely to have a material adverse impact on the Company.
VULNERABILITY FROM CONCENTRATIONS: The Company has various concentrations in
its investment portfolio (see Note 3 for further information). The Company's
asset growth, net investment income and cash flow are primarily generated
from the sale of variable products and associated future policy benefits.
Substantial changes in tax laws would make these products less attractive to
consumers and extreme fluctuations in interest rates or stock market returns
which may result in higher lapse experience than assumed could cause a severe
impact to the Company's financial condition. A significant portion of the
Company's sales is generated by three broker/dealers. One of these
distributors sold 62.1% of the Company's products in 1998. This distributor
has discontinued the sales relationship as of December 31, 1998.
LEASES: The Company has a lease for its home office space which expires
December 31, 2001. The Company also leases certain other equipment under
operating leases which expire in 2000. Rent expense for the year ended
December 31, 1998 and the periods October 25, 1997 through December 31, 1997
and January 1, 1997 through October 24, 1997 was $95,000, $25,000 and
$34,000, respectively. At December 31, 1998, minimum rental payments due
under the operating leases are $83,000 in 1999, $82,000 in 2000 and $76,000
in 2001.
REVOLVING NOTE PAYABLE: To enhance short-term liquidity, the Company has
established a revolving note payable effective July 27, 1998 and expiring
July 31, 1999 with SunTrust Bank, Atlanta (the "Bank"). The note was approved
by the Company's Board of Directors on September 29, 1998. The total amount
the Company may have outstanding is $10,000,000. The note accrues interest at
an annual rate equal to: (1) the cost of funds for the Bank for the period
applicable for the advance plus 0.25% or (2) a rate quoted by the Bank to the
Company for the advance. The terms of the agreement require the Company to
maintain the minimum level of Company Action Level Risk Based Capital as
established by applicable state law or regulation. At December 31, 1998, the
Company did not have any borrowings under this agreement.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III.
ITEMS 10 - 13.
Information called for by items 10 through 13 of this part is omitted
pursuant to General Instruction I (2)(c) of Form 10-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) and (a)(2) Financial statements and schedules
The following financial statements of First Golden American Life Insurance
Company of New York are included in Item 8:
Balance Sheets - December 31, 1998 and 1997
Statements of Operations - For the year ended December 31, 1998 and for
the periods October 25, 1997 through December 31, 1997, January 1, 1997
through October 24, 1997 and December 17, 1996 (commencement of
operations) through December 31, 1996
Statements of Stockholder's Equity - For the year ended December 31,
1998 and for the periods October 25, 1997 through December 31, 1997,
January 1, 1997 through October 24, 1997 and December 17, 1996 through
December 31, 1996
Statements of Cash Flows - For the year ended December 31, 1998 and for
the periods October 25, 1997 through December 31, 1997, January 1, 1997
through October 24, 1997 and December 17, 1996 through December 31, 1996
Notes to Financial Statements
The following financial statement schedules of First Golden American Life
Insurance Company of New York are included in Item 14(d):
Schedule I - Summary of investments - other than investments in related
parties
Schedule III - Supplementary insurance information
All other schedules listed in Article 7 of Regulation S-X are not required
under the related instructions or are inapplicable and therefore have been
omitted.
(a)(3), and (c) Exhibits
Exhibits filed are listed in the attached exhibit index.
(b) No reports on Form 8-K were filed for the quarter ended December 31,
1998.
ITEM 14(D). SCHEDULES.
SCHEDULE I
SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES
(Dollars in thousands)
<TABLE>
<CAPTION>
Balance
Sheet
December 31, 1998 Cost 1 Value Amount
_______________________________________________________________________________
<S> <C> <C> <C>
TYPE OF INVESTMENT
Fixed maturities, available for sale:
Bonds:
United States government and govern-
mental agencies and authorities $3,997 $4,112 $4,112
Public utilities 2,543 2,602 2,602
Corporate securities 20,351 20,724 20,724
Mortgage-backed securities 3,540 3,556 3,556
_______________________________________
Total fixed maturities, available
for sale 30,431 30,994 30,994
Short-term investments 3,231 3,231
___________ ___________
Total investments $33,662 $34,225
=========== ===========
<FN>
Note 1: Cost is defined as amortized cost for bonds and short-term investments
adjusted for amortization of premiums and accrual of discounts.
</TABLE>
SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
(Dollars in thousands)
<TABLE>
<CAPTION>
Column Column Column Column Column Column
A B C D E F
________________________________________________________________________________
Future
Policy Other
De- Benefits, Policy
ferred Losses, Claims Insur-
Policy Claims Un- and ance
Acqui- and earned Bene- Premiums
sition Loss Revenue fits and
Segment Costs Expenses Reserve Payable Charges
________________________________________________________________________________
POST-MERGER
________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1998:
Life insurance $2,347 $10,830 -- -- $239
Period October 25, 1997
through December 31, 1997:
Life insurance $189 $2,506 -- -- $8
PRE-MERGER
________________________________________________________________________________
Period January 1, 1997
through October 24, 1997:
Life insurance N/A N/A N/A N/A $4
Period December 17, 1996
through December 31, 1996:
Life insurance -- -- -- -- --
</TABLE>
SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION - CONTINUED
(Dollars in thousands)
<TABLE>
<CAPTION>
Column Column Column Column Column Column
A G H I J K
________________________________________________________________________________
Amorti-
Benefits zation
Claims, of
Losses Deferred
Net and Policy Other
Invest- Settle- Acqui- Opera-
ment ment sition ting Premiums
Segment Income Expenses Costs Expenses Written
________________________________________________________________________________
POST-MERGER
________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1998:
Life insurance $1,844 $376 $76 $378 --
Period October 25, 1997
through December 31, 1997:
Life insurance $286 $26 $13 $159 --
PRE-MERGER
________________________________________________________________________________
Period January 1, 1997
through October 24, 1997:
Life insurance $1,449 $48 $7 $445 --
Period December 17, 1996
through December 31, 1996:
Life insurance $65 -- -- -- --
</TABLE>
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.
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
(Registrant)
DATE: March 29, 1999 By /s/ Barnett Chernow
_______________
Barnett Chernow
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signatures Title
_____________________ ___________________________________
s/ Barnett Chernow President and Director
_____________________
Barnett Chernow
(principal executive officer)
s/ Mary Bea Wilkinson Senior Vice President and Treasurer
_____________________
Mary Bea Wilkinson
(principal financial officer)
s/Michellen A. Wildin Assistant Vice President and
_____________________ Chief Accounting Officer
Michellen A. Wildin March 29, 1999
(principal accounting officer)
s/R. Brock Armstrong Chairman of the Board and Director
_____________________
R. Brock Armstrong
s/Myles R. Tashman Executive Vice President, General
_____________________ Counsel, Secretary and Director
Myles R. Tashman
s/Carol V. Coleman Director
_____________________
Carol V. Coleman
s/Stephen J. Friedman Director
_____________________
Stephen J. Friedman
Director
_____________________
Andrew J. Kalinowski
s/Bernard Levitt Director
_____________________
Bernard Levitt
s/Roger A. Martin Director
_____________________
Roger A. Martin
INDEX
Exhibits to Annual Report on Form 10-K
Year ended December 31, 1998
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
2 PLAN OF ACQUISITION
(a) Agreement and Plan of Merger dated July 7, 1997, among Equitable of
Iowa Companies ("Equitable"), ING Groep N.V. and PFHI Holdings, Inc.
(incorporated by reference from Exhibit 2 in Equitable's Form 8-K
filed July 11, 1997)
3 ARTICLES OF INCORPORATION AND BY-LAWS
(a) Articles of Incorporation of First Golden American Life Insurance
Company of New York ("Registrant" or "First Golden") (incorporated
by reference from Exhibit 3(i) to Amendment No. 1 to Registrant's
Registration Statement on Form S-1 filed with the Securities and
Exchange Commission (the "SEC") on or about March 18, 1997
(File No. 333-16279))
(b) By-laws of First Golden (incorporated by reference from Exhibit 3(ii)
to Amendment No. 1 to Registrant's Registration Statement on Form S-1
filed with the SEC on or about March 18, 1997 (File No. 333-16279))
4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
(a) Individual Deferred Combination Variable and Fixed Annuity Contract
(incorporated by reference from Exhibit 4(a) to Amendment No. 1 to
Registrant's Registration Statement on Form S-1 filed with the SEC on
or about March 18, 1997 (File No. 333-16279))
(b) Individual Deferred Combination Variable and Fixed Annuity Contract
Application (incorporated by reference from Exhibit 4(b) to Amendment
No. 1 to Registrant's Registration Statement on Form S-1 filed with the
SEC on or about March 18, 1997 (File No. 333-16279))
10 MATERIAL CONTRACTS
(a) Services Agreement, dated November 8, 1996, between Directed Services,
Inc. and First Golden (incorporated by reference from Exhibit 10(a) to
Amendment No. 1 to Registrant's Registration Statement on Form S-1 filed
with the SEC on or about March 18, 1997 (File No. 333-16279))
(b) Administrative Services Agreement, dated November 8, 1996, between
First Golden and Golden American Life Insurance Company (incorporated
by reference from Exhibit 10(b) to Amendment No. 1 to Registrant's
Registration Statement on Form S-1 filed with the SEC on or about
March 18, 1997 (File No. 333-16279))
(c) Form of Administrative Services Agreement between First Golden and
Equitable Life Insurance Company of Iowa (incorporated by reference
from Exhibit 10(c) to Amendment No. 1 to Registrant's Registration
Statement on Form S-1 filed with the SEC on or about March 18, 1997
(File No.333-16279))
(d) Form of Custodial Agreement between Registrant and The Bank of New
York (incorporated by reference from Exhibit 10(d) to Amendment No. 1
to Registrant's Registration Statement on Form S-1 filed with the SEC
on or about March 18, 1997 (File No. 333-16279))
INDEX
Exhibits to Annual Report on Form 10-K
Year ended December 31, 1998
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
(e) Form of Participation Agreement between: First Golden and the
Travelers Series Fund Inc.; First Golden and the Smith Barney Series
Fund Inc.; First Golden and the Smith Barney Concert Allocation Series
Inc. (incorporated by reference from Exhibit 10(e) to Amendment No. 1
to Registrant's Registration Statement on Form S-1 filed with the SEC
on or about March 18, 1997 (File No. 333-16279))
(f) Form of Participation Agreement between First Golden and PIMCO
Variable Trust (incorporated by reference from Exhibit 10(f) to
Amendment No. 3 to Registrant's Registration Statement on Form S-1
filed with the SEC on or about April 30, 1998 (File No. 333-16279))
(g) Asset Management Agreement, dated March 30, 1998, between First Golden
and ING Investment Management LLC (incorporated by reference from
Exhibit 10(g) to First Golden's Form 10-Q filed with the SEC on August
14, 1998 (File No. 333-16279))
(h) Underwriting Agreement between First Golden and Directed Services,
Inc. (incorporated by reference from Exhibit 1 to Amendment No. 1 to
Registrant's Registration Statement on Form S-1 filed with the SEC on
or about March 18, 1997 (File No. 333-16279))
(i) Revolving Note Payable, dated July 27, 1998, between First Golden
and SunTrust Bank, Atlanta (incorporated by reference from Exhibit
10(i) to First Golden's Form 10-Q filed with the SEC on November 12,
1998 (File No. 333-16279))
27 FINANCIAL DATA SCHEDULE (ELECTRONIC FILING ONLY)
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONSOLIDATED
BALANCE SHEETS AND STATEMENTS OF INCOME AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 30,994
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 34,225
<CASH> 1,932
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 2,347
<TOTAL-ASSETS> 66,034
<POLICY-LOSSES> 10,830
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 0
0
0
<COMMON> 2,000
<OTHER-SE> 25,110
<TOTAL-LIABILITY-AND-EQUITY> 66,034
0
<INVESTMENT-INCOME> 1,844
<INVESTMENT-GAINS> 24
<OTHER-INCOME> 239
<BENEFITS> 376
<UNDERWRITING-AMORTIZATION> 76
<UNDERWRITING-OTHER> 378
<INCOME-PRETAX> 1,277
<INCOME-TAX> 502
<INCOME-CONTINUING> 775
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 775
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
