FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ................ to ................
Commission File Number 0-5486
PRESIDENTIAL LIFE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-2652144
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
69 Lydecker Street, Nyack, New York 10960
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 914 - 358-2300
(Former name, former address and former fiscal year, if changed since last
report)
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 _____
There were 30,856,091 shares of common stock, par value $.01 per share of
the issuer's common stock outstanding as of the close of business on November
11, 1999.
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INDEX
Part I - Financial Information Page No.
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets - September 30,
1999 (Unaudited) and December 31, 1998........................ 3
Consolidated Statements of Income (Unaudited) - For
the Nine Months Ended September 30, 1999 and 1998............. 4
Consolidated Statements of Income (Unaudited) - For
the Three Months Ended September 30, 1999 and 1998............ 5
Consolidated Statements of Shareholders'
Equity (Unaudited) - For the Nine Months Ended
September 30, 1999 and 1998................................... 6
Consolidated Statements of Cash Flows (Unaudited) - For
the Nine Months Ended September 30, 1999 and 1998............. 7
Condensed Notes to (Unaudited) Consolidated Financial
Statements.................................................... 8-10
Independent Accountants' Review Report........................ 11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............. 12-19
Part II - Other Information......................................... 20
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures.......................................................... 21
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<TABLE>
PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
September 30, December 31,
1999 1998
(Unaudited)
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ASSETS:
Investments:
Fixed maturities:
Available for sale at market (Cost of
$1,965,500 and $1,841,276, respectively) $1,978,466 $1,951,454
Common stocks (Cost of $24,510 and
$24,715, respectively) 29,666 34,240
Mortgage Loans 16,368 17,038
Real Estate 415 415
Policy Loans 17,225 17,879
Short-term investments 238,508 227,890
Other invested assets 261,587 244,097
Total investments 2,542,235 2,493,013
Cash and cash equivalents 0 1,407
Accrued investment income 28,276 24,309
Amounts due from security transactions 0 20,170
Federal income tax recoverable 5,269 4,740
Deferred policy acquisition costs 54,505 40,283
Furniture and equipment, net 707 693
Amounts due from reinsurers 9,339 8,700
Other assets 8,729 9,402
Assets held in separate account 3,846 4,082
TOTAL ASSETS $2,652,906 $2,606,799
LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Policy Liabilities:
Policyholders' account balances $1,342,939 $1,314,784
Future policy benefits:
Annuity 434,497 400,717
Life and accident and health 54,070 52,270
Other policy liabilities 5,099 3,261
Total policy liabilities 1,836,605 1,771,032
Dollar Repurchase Agreements 213,198 148,651
Repurchase agreements 0 24,402
Notes payable 100,000 50,000
Short-term note payable 0 23,000
Deposits on policies to be issued 6,821 1,939
Deferred federal income taxes 5,083 40,815
General expenses and taxes accrued 7,078 6,471
Other liabilities 4,619 13,163
Liabilities related to separate account 3,846 4,082
Total liabilities 2,177,250 2,083,555
Shareholders' Equity:
Capital stock ($.01 par value, authorized
100,000,000 shares, issued and outstanding
30,947,091 shares in 1999 and 31,731,214
shares in 1998) 309 318
Additional paid in capital 0 1,268
Accumulated other comprehensive income 11,009 69,037
Retained earnings 464,338 452,621
Total Shareholders' Equity 475,656 523,244
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $2,652,906 $2,606,799
The accompanying notes are an integral part of these Unaudited
Consolidated Financial Statements.
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<TABLE>
PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share data)
NINE MONTHS ENDED
SEPTEMBER 30
(UNAUDITED)
1999 1998
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REVENUES:
Insurance revenues:
Premiums $ 2,362 $ 2,076
Annuity considerations 38,215 19,965
Universal life and investment
type policy fee income 1,823 1,695
Net investment income 150,425 145,792
Realized investment gains 1,506 14,087
Other income 3,930 2,916
TOTAL REVENUES 198,261 186,531
BENEFITS AND EXPENSES:
Death and other life insurance benefits 5,717 5,574
Annuity benefits 31,822 30,930
Interest credited to policyholders'
account balances 58,361 57,183
Interest expense on notes payable 6,727 5,546
Other interest and other charges 413 207
Change in liability for future
policy benefits 34,251 15,533
Commissions to agents, net 3,985 3,499
General expenses and taxes 11,710 10,514
Change in deferred policy
acquisition costs (1,899) 805
TOTAL BENEFITS AND EXPENSES 151,087 129,791
Income before income taxes 47,174 56,740
Provision (benefit) for income taxes
Current 18,420 20,987
Deferred (4,486) (2,928)
TOTAL PROVISION FOR INCOME TAXES 13,934 18,059
Income before extraordinary item 33,240 38,681
Extraordinary item - loss on retirement of
debt, net of income tax benefit of $276.5 (514) 0
NET INCOME $ 32,726 $ 38,681
Income per common share before
extraordinary item $ 1.06 $ 1.20
Extraordinary item (.02) 0
Income per common share $ 1.04 $ 1.20
Weighted average number of shares
outstanding during the period 31,228,088 32,179,413
The accompanying notes are an integral part of these Unaudited
Consolidated Financial Statements.
</TABLE>
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<TABLE>
PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share data)
THREE MONTHS ENDED
SEPTEMBER 30
(UNAUDITED)
1999 1998
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REVENUES:
Insurance revenues:
Premiums $ 990 $ 923
Annuity considerations 13,593 4,320
Universal life and investment
type policy fee income 672 555
Net investment income 50,099 35,716
Realized investment gains 751 5,018
Other income 1,230 560
TOTAL REVENUES 67,335 47,092
BENEFITS AND EXPENSES:
Death and other life insurance benefits 1,894 2,008
Annuity benefits 11,143 10,195
Interest credited to policyholders'
account balances 19,837 19,073
Interest expense on notes payable 2,044 1,713
Other interest and other charges 109 65
Change in liability for future
policy benefits 11,140 2,962
Commissions to agents, net 1,570 1,161
General expenses and taxes 3,796 2,284
Change in deferred policy
acquisition costs (987) (292)
TOTAL BENEFITS AND EXPENSES 50,546 39,169
Income before income taxes 16,789 7,923
Provision (benefit) for income taxes
Current 6,124 1,512
Deferred (2,030) (101)
TOTAL PROVISION FOR INCOME TAXES 4,094 1,411
NET INCOME $ 12,695 $ 6,512
Income per share $ .41 $ .20
Weighted average number of shares
outstanding during the period 31,072,601 31,946,352
The accompanying notes are an integral part of these Unaudited
Consolidated Financial Statements.
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<TABLE>
PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
Accumulated
Additional Other
Capital Paid-in- Retained Comprehensive
Stock Capital Earnings Income Total
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Balance at
January 1, 1998 $ 326 $18,274 $412,514 $71,540 $502,654
Comprehensive Income:
Net income 38,681 38,681
Net Unrealized Investment
Losses (10,062) (10,062)
Comprehensive Income 28,619
Purchase and Retirement
of Stock (7) (13,971) (13,978)
Issuance of shares under
Stock Option Plan 51 51
Dividends Paid to
Shareholders ($.21
per share) (6,736) (6,736)
Balance at
September 30, 1998 $ 319 $ 4,354 $444,459 $61,478 $510,610
Balance at
January 1, 1999 $ 318 $ 1,268 $452,621 $69,037 $523,244
Comprehensive Income:
Net income 32,726 32,726
Net Unrealized Investment
Losses (58,028) (58,028)
Comprehensive Loss (25,302)
Purchase and Retirement
of Stock (9) (1,281) (13,072) (14,362)
Issuance of shares under
Stock Option Plan 13 13
Dividends Paid to
Shareholders ($.255
per share) (7,937) (7,937)
Balance at
September 30, 1999 $ 309 $ 0 $464,338 $11,009 $475,656
The accompanying notes are an integral part of these Unaudited Consolidated
Financial Statements.
</TABLE>
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<TABLE>
PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
NINE MONTHS ENDED
SEPTEMBER 30
(UNAUDITED)
1999 1998
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OPERATING ACTIVITIES:
Net income $ 32,726 $ 38,681
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Benefit for deferred income taxes (4,486) (2,928)
Depreciation and amortization 660 983
Net accrual of discount on fixed maturities (6,188) (7,002)
Realized investment gains (1,506) (14,087)
Changes in:
Accrued investment income (3,967) 2,040
Deferred policy acquisition costs (1,899) 805
Federal income tax payable (529) (10,726)
Liabilities for future policy benefits 35,580 15,892
Other items (6,581) 1,980
Net Cash Provided by
Operating Activities 43,810 25,638
INVESTING ACTIVITIES:
Fixed Maturities:
Available For Sale:
Acquisitions (301,652) (221,865)
Sales 43,764 2,602
Maturities, calls and repayments 132,856 271,131
Common Stocks:
Acquisitions (7,262) (10,405)
Sales 15,960 28,301
Change in short term investments
and policy loans (9,963) 56,767
Other Invested Assets:
Additions to other invested assets (40,304) (86,131)
Distributions from other invested assets 22,814 31,294
Purchase of property and equipment (153) (203)
Mortgage loans on real estate 670 613
Amounts due from security transaction 20,170 0
Net Cash Provided by (Used in)
Investing Activities (123,100) 72,104
FINANCING ACTIVITIES:
Proceeds from Dollar Repurchase Agreements 1,882,559 1,669,076
Repayment of Dollar Repurchase Agreements (1,818,012) (1,775,077)
Repayment of Reverse Repurchase Agreements (24,402) 0
Increase in policyholders' account balances 28,155 13,077
Proceeds from (repayment of) line of credit (23,000) 3,000
Proceeds from (repayment of) Senior Notes 50,000 0
Repurchase of Common Stock (14,362) (13,978)
Deposits on policies to be issued 4,882 229
Dividends paid to shareholders (7,937) (6,736)
Net Cash Provided by (Used in)
Financing Activities 77,883 (110,409)
Decrease in Cash and Cash Equivalents (1,407) (12,667)
Cash and Cash Equivalents at Beginning of Period 1,407 13,480
Cash and Cash Equivalents at End of Period $ 0 $ 813
Supplemental Cash Flow Disclosure:
Income Taxes Paid $ 18,673 $ 32,166
Interest Paid $ 5,514 $ 3,311
The accompanying notes are an integral part of these Unaudited Consolidated
Financial Statements.
</TABLE>
<PAGE>
PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Business
Presidential Life Corporation ("the Company"), through its
wholly-owned subsidiary Presidential Life Insurance Company ("the
Insurance Company"), is engaged in the sale of life insurance and
annuities.
B. Basis of Presentation and Principles of Consolidation
The accompanying unaudited consolidated financial statements have
been prepared in conformity with generally accepted accounting
principles ("GAAP") applicable to stock life insurance companies for
interim financial statements and with the requirements of Form 10-Q.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles applicable to stock
life insurance companies for complete annual financial statements. In
the opinion of management, all adjustments, consisting of normal
recurring accruals, considered necessary for a fair presentation have
been included. Interim results for the nine months ended September 30,
1999 are not necessarily indicative of the results that may be expected
for the year ending December 31, 1999. Management believes that,
although the disclosures are adequate to make the information presented
not misleading, the consolidated financial statements should be read in
conjunction with the footnotes contained in the Company's audited
consolidated financial statements for the year ended December 31, 1998.
C. Investments
Fixed maturity investments available for sale represent investments
which may be sold in response to changes in various economic conditions.
These investments are carried at market value and unrealized gains and
losses, net of the effects of amortization of deferred policy
acquisition costs of approximately $1.2 million and $13.4 million, and
deferred Federal income taxes of approximately $3.0 million and $38.5
million at September 30, 1999 and December 31, 1998, respectively, are
credited or charged directly to shareholders' equity, unless a decline
in market value is considered to be other than temporary in which case
the investment is reduced to its net realizable value. Equity
securities include common stocks and non-redeemable preferred stocks and
are carried at market, with the related unrealized gains and losses, net
of deferred income taxes, if any, credited or charged directly to
shareholders' equity, unless a decline in market value is deemed to be
other than temporary in which case the investment is reduced to its net
realizable value.
"Other invested assets" are recorded at the lower of cost or
market, or equity, as appropriate, and primarily include interests in
limited partnerships, which principally are engaged in real estate,
international opportunities, hedge funds, acquisitions of private growth
companies, debt restructuring and merchant banking. Limited partnership
interests usually are not registered and typically are illiquid. In
general, risks associated with such limited partnerships include those
related to their underlying investments (i.e., equity securities, debt
securities, hedges and real estate), plus a level of illiquidity, which
is mitigated by the ability of the Company to take annual distributions
of partnership earnings. To evaluate the appropriateness of the
carrying value of a limited partnership interest, management maintains
ongoing discussions with the investment manager and considers the
limited partnership's operation, its current and near term projected
financial condition, earnings capacity and distributions received by the
Company during the period. Because it is not practicable to obtain an
independent valuation for each limited partnership interest, for
purposes of disclosure, the market value of a limited partnership
interest is estimated at book value. Management believes that the net
realizable value of such limited partnership interests, in the
aggregate, exceeds their related carrying value as of September 30, 1999
and December 31, 1998. As of September 30, 1999, the Company was
committed to contribute, if called upon, an aggregate of approximately
$76.4 million of additional capital to certain of these limited
partnerships.
<PAGE>
In evaluating whether an investment security or other investment
has suffered an impairment in value which is deemed to be "other than
temporary", management considers all available evidence. When a decline
in the value of an investment security or other investment is considered
to be other than temporary, the investment is reduced to its net
realizable value, which becomes the new cost basis. The amount of
reduction is recorded as a realized loss. A recovery from the adjusted
cost basis is recognized as a realized gain only at sale.
The Company participates in "dollar roll" repurchase agreement
transactions to enhance investment income. Dollar roll transactions
involve the sale of certain mortgage backed securities to a holding
institution and a simultaneous agreement to purchase substantially
similar securities for forward settlement at a lower dollar price. The
proceeds are invested in short-term securities at a positive spread
until the settlement date of the similar securities. During this
period, the holding institution receives all income and prepayments for
the security. Dollar roll repurchase agreement transactions are treated
as financing transactions for financial reporting purposes.
D. Federal Income Taxes
The Company accounts for income taxes in accordance with SFAS No.
109, "Accounting for Income Taxes" ("SFAS 109") which requires an asset
and liability method in recording income taxes on all transactions that
have been recognized in the financial statements. SFAS 109 provides that
deferred taxes be adjusted to reflect tax rates at which future tax
liabilities or assets are expected to be settled or realized.
E. Earnings Per Common Share ("EPS")
Basic EPS is computed based upon the weighted average number of
common shares outstanding during the year. Diluted EPS is computed
based upon the weighted average number of common shares including
contingently issuable shares and other dilutive items. The weighted
average number of common shares used to compute diluted EPS for the
three months ended September 30, 1999 and 1998 was 31,092,494 and
31,946,352, respectively. The weighted average number of common shares
used to compute diluted EPS for the nine months ended September 30, 1999
and 1998 was 31,248,811 and 32,179,413, respectively. The dilution from
the potential exercise of stock options outstanding did not change basic
EPS.
F. New Accounting Pronouncements
In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (SFAS 133). SFAS 133 establishes accounting and reporting
standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. It also establishes specific conditions that
must be met in order for a derivative to be recognized as a hedge of
certain exposures. In June 1999, the FASB issued Statement of Financial
Accounting Standards No. 137, which amends SFAS 133 by deferring the
effective date for fiscal years beginning after June 15, 2000. The
Company has not yet completed its analysis to determine the impact of
this statement on the Company's financial statements.
2. INVESTMENTS
Securities with a carrying value of approximately $5.3 million were
on deposit with various state insurance departments to comply with
applicable insurance laws.
<PAGE>
3. NOTES PAYABLE
Notes payable at September 30, 1999 consist of $100 million, 7
7/8% Senior Notes ("Senior Notes") due February 15, 2009. Interest is
payable February 15 and August 15. Debt issue costs are being amortized
on the interest method over the term of the notes. As of September 30,
1999, unamortized costs were $8.4 million. The total principal is due
on February 15, 2009.
Notes payable at December 31, 1998 consisted of $50 million, 9 1/2%
Senior Notes, ("9 1/2% Senior Notes") due December 15, 2000. The
Company repaid the 9 1/2% Senior Notes during March 1999 which resulted
in an extraordinary charge to the Company's net income of $514 thousand,
after income taxes.
The Company has one bank line of credit in the amount of $25
million and provides for interest on borrowings based on market indices.
At September 30, 1999 the Company had no borrowings outstanding under
the line of credit.
4. INCOME TAXES
Deferred income taxes reflect the net tax effects of (a) temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes, (b) operating loss carryforwards and (c) a valuation
allowance.
The valuation allowance relates principally to investment
writedowns recorded for financial reporting purposes, which have not
been recognized for income tax purposes due to the uncertainty
associated with their realizability for income tax purposes. Changes in
the valuation allowance for the nine months ended September 30, 1999
reflect the reduction in the deferred tax asset as of September 30,
1999. The Company's effective tax rates for the nine months ended
September 30, 1999 and 1998 were 29.5% and 31.8%, respectively.
<PAGE>
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
The Board of Directors and Shareholders
Presidential Life Corporation
Nyack, New York 10960
We have reviewed the accompanying consolidated balance sheet of
Presidential Life Corporation and subsidiaries ("the Company") as of
September 30, 1999, and the related consolidated statements of income
for the three-month and nine-month periods ended September 30, 1999 and
1998 and the consolidated statements of shareholders' equity and cash
flows for the nine-month periods ended September 30, 1999 and 1998.
These financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical
procedures to financial data and of making inquiries of persons
responsible for financial and accounting matters. It is substantially
less in scope than an audit conducted in accordance with generally
accepted auditing standards, the objective of which is the expression of
an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to such consolidated financial statements for them to be
in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of Presidential Life
Corporation and subsidiaries as of December 31, 1998, and the related
consolidated statements of income, shareholders' equity, and cash flows
for the year then ended (not presented herein); and in our report dated
February 16, 1999, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set
forth in the accompanying consolidated balance sheet as of December 31,
1998 is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.
Deloitte & Touche LLP
New York, New York
October 27, 1999
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
The Company operates in a single business segment with two primary
lines of business individual annuities and individual life insurance.
Operating segments are defined as components of an enterprise about
which separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance. The Company currently
emphasizes the sale of a variety of single premium and flexible premium
annuity products (including those written in connection with funding
agreements for certain state lotteries, group annuities and other
structured settlements), as well as annual and single premium life
insurance products. Each of these products is designed to meet the
needs of increasingly sophisticated consumers for supplemental
retirement income, estate planning and financial protection in the event
of unexpected death. Premiums shown on the Company's consolidated
financial statements in accordance with GAAP consist of premiums
received for whole or term life insurance products, as well as that
portion of the Company's single premium immediate annuities which have
life contingencies. With respect to that portion of single premium
annuity contracts without life contingencies, as well as single premium
deferred annuities and universal life insurance products, premiums
collected by the Company are not reported as premium revenues, but
rather are reported as additions to policyholder account balances. With
respect to products that are accounted for as policyholder account
balances, revenues are recognized over time in the form of policy fee
income, surrender charges and mortality charges and other charges
deducted from the policyholder's account balance. The Company's
operating earnings are derived primarily from these revenues, plus the
Company's investment results, including realized gains (losses), less
interest credited, benefits to policyholders and expenses.
Certain costs related to the sale of new business are deferred as
"deferred policy acquisition costs" ("DAC") and amortized into expenses
in proportion to the recognition of earned revenues. Costs deferred
include principally commissions, certain expenses of the policy issue
and underwriting departments and certain variable sales expenses. Under
certain circumstances, DAC will be expensed earlier than originally
estimated, including those circumstances where the policy terminations
are higher than originally estimated with respect to certain annuity
products. Most of the Company's annuity products have surrender charges
which are designed to discourage and mitigate the effect of early
terminations.
The Insurance Company is rated "A- (Excellent)" by A.M. Best.
Results of Operations
Comparison of Nine Months Ended September 30, 1999 to Nine Months
Ended September 30, 1998.
Revenues
Annuity Considerations and Life Insurance Premiums
Total annuity considerations and life insurance premiums increased
to approximately $40.6 million for the nine months ended September 30,
1999 from approximately $22.0 million for the nine months ended
September 30, 1998. Of this amount, annuity considerations increased to
approximately $38.2 million for the nine months ended September 30, 1999
from approximately $20.0 million for the nine months ended September 30,
1998. In accordance with generally accepted accounting principles,
sales of single premium deferred annuities and universal life products
are not reported as insurance revenues, but rather as additions to
policyholder account balances. Sales of single premium annuities were
approximately $109.7 million for the nine months ended September 30,
1999 compared to $93.5 million for the nine months ended September 30,
1998. Management believes the increase in annuity considerations is due
to the successful expansion of our Marketing Department. Beginning in
1996 and continuing to date, the Company has added regional sales
directors in various states. These regional directors have added new
general agents which have generated sales.
<PAGE>
Policy Fee Income
Universal life and investment type policy fee income was
approximately $1.8 million for the nine months ended September 30, 1999,
as compared to approximately $1.7 million for the nine months ended
September 30, 1998. Policy fee income consists principally of amounts
assessed during the period against policyholders' account balances for
mortality charges and surrender charges.
Net Investment Income
Net investment income totaled approximately $150.4 million for the
nine months ended September 30, 1999, as compared to approximately
$145.8 million for the nine months ended September 30, 1998. This
represents an increase of approximately 3.2%. Investment income from
"other invested assets" totaled approximately $18.1 million during the
nine months ended September 30, 1999, as compared to approximately $25.1
million during the nine months ended September 30, 1998. Investment
income from "other invested assets" during the three months ended
September 30, 1998 included losses of $13.3 million in certain
investments in limited partnerships. The Company's ratio of net
investment income to average cash and invested assets less net
investment income for the nine months ended September 30, 1999 was 8.91%
and for the nine months ended September 30, 1998 was 8.77%.
Realized Investment Gains and Losses
Realized investment gains amounted to approximately $1.5 million
during the nine months ended September 30, 1999, as compared to
approximately $14.1 million of gains during the nine months ended
September 30, 1998. Realized investment gains for the nine months ended
September 30, 1999 and 1998 are net of realized investment losses of
approximately $12.3 million and $3.4 million, respectively, attributable
to other than temporary impairments in the value of certain securities
contained in the Company's investment portfolio. Realized investment
gains result from sales of certain equities and convertible securities,
and calls and sales of securities in the Company's investment portfolio.
There can be no assurance that the Company's investment portfolio will
yield comparable investment gains in future periods.
Total Benefits and Expenses
Total benefits and expenses for the nine months ended September 30,
1999 aggregated approximately $151.1 million, as compared to
approximately $129.8 million for the nine months ended September 30,
1998, an increase of approximately 16.4%. The reasons for this increase
are discussed under the respective components below.
Interest Credited and Benefits to Policyholders
Interest credited and benefits to policyholders aggregated
approximately $130.6 million for the nine months ended September 30,
1999, as compared to approximately $109.4 million for the nine months
ended September 30, 1998. This represents an increase of approximately
19.3%. The increase is attributable to the increase in policy
liabilities as of September 30, 1999 as a result of the increase in
annuity considerations received during the period.
The Insurance Company's average credited rate for reserves and
account balances for the nine months ended September 30, 1999 and 1998
was less than the Company's ratio of net investment income to mean
invested assets for the same periods as noted above under "Net
Investment Income". Although management does not currently expect
material declines in the spread between the Company's average credited
rate for reserves and account balances and the Company's ratio of net
investment income to mean assets (the "Spread"), there can be no
assurance that the Spread will not decline in future periods or that
such decline will not have a material adverse effect on the Company's
financial condition and results of operations. Depending, in part, upon
competitive factors affecting the industry in general, and the Company,
in particular, the Company may, from time to time, change the credited
rates on certain of its products. There can be no assurance that the
Company will reduce such rates or that any such reductions will broaden
the Spread.
<PAGE>
Interest Expense on Notes Payable
The interest expense on the Company's notes payable was
approximately $6.7 million for the nine months ended September 30, 1999,
as compared to approximately $5.5 million for the nine months ended
September 30, 1998. The increase is attributable to the increase in the
Company's notes payable.
General Expenses, Taxes and Commissions
General expenses, taxes and commissions to agents aggregated
approximately $15.7 million for the nine months ended September 30,
1999, as compared to approximately $14.0 million for the nine months
ended September 30, 1998, an increase of approximately 12.0%. The
increase principally is attributable to higher commissions and selling
expenses incurred in the first nine months of 1999 associated with the
higher level of sales in the first nine months of 1999.
Deferred Policy Acquisition Costs
The change in the net Deferred Policy Acquisition Costs for the
nine months ended September 30, 1999 resulted in a credit of
approximately $1.9 million, as compared to
a charge of approximately $805 thousand for the nine months ended
September 30, 1998. This change is primarily attributable to an
increase in the costs associated with recent new product sales which
have been deferred and are amortized in proportion to the recognition of
earned revenue.
Income Before Income Taxes
For the reasons discussed above, income before income taxes
amounted to approximately $47.2 million for the nine months ended
September 30, 1999, as compared to approximately $56.7 million for the
nine months ended September 30, 1998.
Income Taxes
Income tax expense was $13.9 million for the nine months ended
September 30, 1999 as compared to approximately $18.1 million for the
nine months ended September 30, 1998. The decrease is primarily
attributable to lower realized capital gains for the nine months ended
September 30, 1999.
Net Income
For the reasons discussed above, the Company had net income of
approximately $32.7 million during the nine months ended September 30,
1999, as compared to net income of approximately $38.7 million during
the nine months ended September 30, 1998.
Liquidity and Capital Resources
The Company is an insurance holding company and its primary uses of
cash are debt service obligations, operating expenses and dividend
payments. The Company's principal sources of cash are dividends from
the Insurance Company, sales of and interest on its investments
(exclusive of those held by the Insurance Company) and rent from its
real estate. During the third quarter of 1999, the Company's Board of
Directors declared a quarterly cash dividend of $.09 per share payable
on October 1, 1999. During the third quarter of 1999 the Company
purchased and retired 162,300 shares of common stock. For the nine
months ended September 30, 1999, the Company has purchased and retired
785,800 shares of common stock. The Company is authorized to purchase
an additional 549,533 shares of common stock.
<PAGE>
The Insurance Company is subject to various regulatory restrictions
on the maximum amount of payments, including loans or cash advances,
that it may make to the Company without obtaining prior regulatory
approval. As a New York domiciled insurance company, the Insurance
Company is subject to restrictions on the payment of dividends under New
York State law. New York State law states that no domestic stock life
insurance company shall distribute any dividend to its shareholders
unless a notice of its intention to declare such dividend and the amount
thereof shall have been filed with the Superintendent of the New York
State Insurance Department ("Superintendent") not less than 30 days in
advance of such proposed declaration. The Superintendent may disapprove
such distribution by giving written notice to such company within 30
days after such filing that he or she finds that the financial
condition of the company does not warrant such distribution. The New
York State Insurance Department has established informal guidelines for
the Superintendent's findings which focus upon, among other things, the
overall financial condition and profitability of the insurer under
statutory accounting practices. During the first nine months of 1999,
the Insurance Company paid dividends to the Company of $28.47 million.
During the fiscal year 1998, the Insurance Company paid dividends of
$49.4 million to the Company.
Principal sources of funds at the Insurance Company are premiums
and other considerations paid, contract charges earned, net investment
income received and proceeds from investments called, redeemed or sold.
The principal uses of these funds are the payment of benefits on annuity
contracts and life insurance policies (including withdrawals and
surrender payments), operating expenses and the purchase of investments.
Net cash provided by the Company's operating activities (reflecting
principally: (i) premiums and contract charges collected less (ii)
benefits paid on life insurance and annuity products plus (iii) income
collected on invested assets less (iv) commissions and other general
expenses paid) was approximately $43.8 million and $25.6 million during
the nine months ended September 30, 1999 and 1998, respectively. Net
cash provided by (used in) the Company's investing activities
(principally reflecting investments purchased less investments called,
redeemed or sold) was approximately $(123.1) million and $72.1 million
during the nine months ended September 30, 1999 and 1998, respectively.
For purposes of the Company's consolidated statements of cash
flows, financing activities relate primarily to sales and surrenders of
the Company's universal life insurance and certain annuity products.
The payment of dividends by the Company also are considered to be a
financing activity. Net cash provided by (used in) the Company's
financing activities amounted to approximately $77.9 million and
$(110.4) million during the nine months ended September 30, 1999 and
1998, respectively. This fluctuation primarily is attributable to the
new Senior Notes, higher policyholder account balances (as a result of
increased sales), partially offset by the repurchase of common stock,
and repayment of amounts outstanding under the bank line of credit
during the nine months ended September 30, 1999.
The Company currently has one bank line of credit for $25 million
of which no amounts were used at September 30, 1999.
During the first quarter of 1999, the Company sold $100 million of
its 7 7/8% Senior Notes due 2009. The net proceeds were used to retire
all of the outstanding $50 million, 9 1/2% Senior Notes and to repay the
amounts outstanding on the bank line of credit.
The indenture governing the Senior Notes contains covenants
relating to limitations on liens and sale or issuance of capital stock
of the Insurance Company. In the event the Company violates such
covenants as defined in the indenture, the Company may be obligated to
offer to repurchase all of the outstanding principal amount of such
notes. The Company believes that it is in compliance with all of the
covenants.
<PAGE>
Given the Insurance Company's historic cash flow and current
financial results, management believes that for the next twelve months
and for the reasonably foreseeable future, the Insurance Company's cash
flow from operating activities will provide sufficient liquidity for the
operations of the Insurance Company, as well as provide sufficient funds
to the Company, so that the Company will be able to make dividend
payments, satisfy its debt service obligations and pay its other
operating expenses.
To meet its anticipated liquidity requirements, the Company
purchases investments taking into account the anticipated future cash
flow requirements of its underlying liabilities. In managing the
relationship between assets and liabilities, the Company analyzes the
cash flows necessary to correspond with the expected cash needs on the
underlying liabilities under various interest rate scenarios. In
addition, the Company invests a portion of its total assets in short-term
investments (approximately 9.0% and 8.7% as of September 30, 1999
and December 31, 1998, respectively). The weighted average duration of
the Company's investment portfolio was approximately 5.8 years as of
September 30, 1999. The Company's fixed maturity investments are all
classified as available for sale and includes those securities available
to be sold in response to, among other things, changes in market
interest rates, changes in the security's prepayment risk, the Company's
need for liquidity and other similar factors. These investments are
carried at market value and unrealized gains and losses, net of the
effects of amortization of deferred policy acquisition costs and
deferred federal income taxes, are credited or charged directly to
shareholders' equity, unless a decline in market value is considered to
be other than temporary, in which event, the Company recognizes a loss.
Equity securities include common stocks and non-redeemable preferred
stocks and are carried at market value, with the related unrealized
gains and losses, net of federal income taxes, if any, credited or
charged directly to shareholders' equity, unless a decline in market
value is considered to be other than temporary, in which event, the
Company recognizes a loss.
The Insurance Company is subject to Regulation 130 adopted and
promulgated by the New York State Insurance Department ("NYSID"). Under
this Regulation, the Insurance Company's ownership of below investment
grade debt securities is limited to 20.0% of total admitted assets, as
calculated under statutory accounting practices. As of September 30,
1999 and December 31, 1998, approximately 8.1% and 7.3%, respectively,
of the Insurance Company's total admitted assets were invested in below
investment grade debt securities.
The Company maintains a portfolio which includes below investment
grade debt securities which were purchased to achieve a more favorable
investment yield all of which are classified as available for sale and
reported at fair value. As of September 30, 1999 and December 31, 1998,
the carrying value of these securities was approximately $203.0 million
and $200.7 million, respectively, (representing approximately 7.7% and
7.7%, respectively, of the Company's total assets and 42.7% and 38.4%,
respectively, of shareholder's equity).
Investments in below investment grade debt securities have
different risks than investments in corporate debt securities rated
investment grade. Risk of loss upon default by the borrower is
significantly greater with respect to below investment grade debt
securities because below investment grade debt securities generally are
unsecured and often are subordinated to other creditors of the issuer.
Also, issuers of below investment grade debt securities usually have
high levels of indebtedness and often are more sensitive to adverse
economic conditions, such as recession or increasing interest rates,
than are investment grade issuers. Typically, there only is a thinly
traded market for such securities and recent market quotations may not
be available for some of these securities. Market quotes generally are
available only from a limited number of dealers and may not represent
firm bids of such dealers or prices for actual sales. The Company
attempts to reduce the overall risk in its below investment grade
portfolio, as in all of its investments, through careful credit
analysis, investment policy limitations, and diversification by company
and by industry.
<PAGE>
As of September 30, 1999, approximately 10.29% of the Company's
total invested assets were invested in limited partnerships and 1.17%
were invested in equity securities. Pursuant to NYSID regulations, the
Company's investments in equity securities, including limited
partnership interests, may not exceed 20% of the Insurance Company's
invested assets. Investments in limited partnerships are included in
the Company's consolidated balance sheet under the heading "Other
invested assets." See "Note 1.C. to the Notes to Unaudited Consolidated
Financial Statements." The Company is committed, if called upon during
a specified period, to contribute an aggregate of approximately $76.4
million of additional capital to certain of these limited partnerships.
However, management does not expect the entire amount to be drawn down
as certain of these limited partnerships are nearing the end of the
period during which investors are required to make contributions. The
Company may make selective investments in additional limited
partnerships as opportunities arise. In general, risks associated with
such limited partnerships include those related to their underlying
investments (i.e., equity securities, debt securities, hedges and real
estate), plus a level of illiquidity, which is mitigated by the ability
of the Company to take annual distributions of partnership earnings.
There can be no assurance that the Company will continue to achieve the
same level of returns on its investments in limited partnerships as it
has historically or that the Company will achieve any returns on such
investments at all. Further, there can be no assurance that the Company
will receive a return of all or any portion of its current or future
capital investments in limited partnerships. The failure of the Company
to receive the return of a material portion of its capital investments
in limited partnerships, or to achieve historic levels of return on such
investments, could have a material adverse effect on the Company's
financial condition and results of operations. During the third quarter
of 1998, the Company recorded losses of $13.3 million in certain
investments in limited partnerships.
As previously discussed, during the first three quarters of fiscal
1999 and in fiscal 1998, the Company participated in "dollar roll"
repurchase agreements. Amounts outstanding to repurchase securities
under such agreements were $213.2 million and $148.7 at September 30,
1999 and December 31, 1998, respectively. The Company may engage in
selected "dollar roll" transactions as market opportunities arise.
All 50 states of the United States, the District of Columbia and
Puerto Rico have insurance guaranty fund laws requiring all life
insurance companies doing business within the jurisdictions to
participate in guaranty associations, which are organized to pay
contractual obligations under insurance policies (and certificates
issued under group insurance policies) issued by impaired or insolvent
life insurance companies. These associations levy assessments (up to
prescribed limits) on all member insurers in a particular state on the
basis of the proportionate share of the premiums written by member
insurers in the lines of business in which the impaired or insolvent
insurer is engaged. Some states permit member insurers to recover
assessments paid through full or partial premium tax offsets. These
assessments may be deferred or forgiven under most guaranty laws if they
would threaten an insurer's solvency. The amount of these assessments
in prior years has not been material, however, the amount and timing of
any future assessment on the Insurance Company under these laws cannot
be reasonably estimated and are beyond the control of the Company and
the Insurance Company. Recent failures of substantially larger
insurance companies could result in future assessments in material
amounts.
Effects of Inflation and Interest Rate Changes
Management does not believe that inflation has had a material
adverse effect on the Company's consolidated results of operations. The
Company manages its investment portfolio in part to reduce its exposure
to interest rate fluctuations. In general, the market value of the
Company's fixed maturity portfolio increases or decreases in an inverse
relationship with fluctuations in interest rates, and the Company's net
investment income increases or decreases in direct relationship with
interest rate changes. For example, if interest rates decline, the
Company's fixed maturity investments generally will increase in market
value, while net investment income will decrease as fixed income
investments mature or are sold and proceeds are reinvested at the
declining rates, and vice versa. Management is aware that prevailing
market interest rates frequently shift and, accordingly, the Company has
adopted strategies which are designed to address either an increase or
decrease in prevailing rates. In a rising interest rate environment,
<PAGE>
the Company's average cost of funds would be expected to increase
over time as it prices its new and renewing annuities to maintain
a generally competitive market rate. Concurrently, the Company would
attempt to place new funds in investments which were matched in
duration to, and higher yielding than, the liabilities assumed.
Management believes that liquidity necessary
to fund withdrawals would be available through income, cash flow, the
Company's cash reserves or from the sale of short-term investments. In
a declining interest rate environment, the Company's cost of funds would
be expected to decrease over time, reflecting lower interest crediting
rates on its fixed annuities. Should increased liquidity be required
for withdrawals, management believes that since all of the Company's
investments are designated as available for sale in the Company's
consolidated balance sheet that they could be sold without materially
adverse consequences in light of the general strengthening which would
be expected in the fixed maturity security market.
Interest rate changes also may have temporary effects on the sale
and profitability of the universal life and annuity products offered by
the Company. For example, if interest rates rise, competing investments
(such as annuity or life insurance products offered by the Company's
competitors, certificates of deposit, mutual funds and similar
instruments) may become more attractive to potential purchasers of the
Company's products until the Company increases the rates credited to
holders of its universal life and annuity products. In contrast, as
interest rates fall, the Company attempts to lower its credited rates to
compensate for the corresponding decline in its net investment income.
As a result, changes in interest rates could materially adversely effect
the financial condition and results of operations of the Company
depending on the attractiveness of alternative investments
available to the Company's customers. In that regard, in the current
interest rate environment, the Company has attempted to maintain its
credited rates at competitive levels which are designed to discourage
surrenders and which may be considered attractive to purchasers of new
annuity products. In addition, because the level of prevailing interest
rates impacts the Company as well as its competition, management does
not believe that the current interest rate environment has materially
affected the Company's competitive position vis a vis other life
insurance companies that emphasize the sale of annuity products.
Notwithstanding the foregoing, if interest rates continue at current
levels or decline further, there can be no assurance that this segment
of the life insurance industry, including the Company, would not
experience increased levels of surrenders and reduced sales and thereby
be materially adversely affected.
Recent Accounting Pronouncements
In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (SFAS 133). SFAS 133 establishes accounting and reporting
standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. It also establishes specific conditions that
must be met in order for a derivative to be recognized as a hedge of
certain exposures. In June 1999, the FASB issued Statement of Financial
Accounting Standards No. 137, which amends SFAS 133 by deferring the
effective date for fiscal years beginning after June 15, 2000. The
Company has not yet completed its analysis to determine the impact of
this statement on the Company's financial statements.
Year 2000 Matters
In 1994, the Company initiated the process of migrating to a local
area network and preparing its computer systems and applications for the
Year 2000. This process involves modifying or replacing certain
hardware and software maintained by the Company as well as communicating
with external service providers to ensure that they are taking the
appropriate action to remedy their Year 2000 issues. The modification
process of all significant applications and non-critical systems has
been completed.
<PAGE>
The Company initiated formal communications with its significant
vendors and business partners to determine the extent to which the
Company may be vulnerable to those third parties' failure to properly
remediate their own year 2000 issues. While the Company is not
presently aware of any such significant exposure, the Company cannot
predict the outcome of other companies' remediation efforts.
While the Company is not presently aware of any significant
exposure that its systems were properly remediated, there can be no
assurances that all year 2000 remediation processes will be properly
tested before the year 2000, or that contingency plans will sufficiently
mitigate the risk of a year 2000 readiness problem. The failure of the
systems of the Company or its significant vendors or business partners
due to a year 2000 readiness problem could have a material adverse
effect on the Company.
The Company's contingency plans are structured to address overall
business operating risk. These plans provide a documented order of
actions necessary to keep business functions operating. Such plans are
intended to mitigate both internal risk as well as potential risks
relative to a significant exposure identified relative to the
dependencies on third-party systems.
Purchased hardware will be capitalized in accordance with normal
policy. Personnel and all other costs related to the project are being
expensed as incurred. Based on Management's best estimates, the total
cost to the Company of both migrating to a local area network, replacing
software and Year 2000 compliance activities is not expected to exceed
$4.5 million. Since 1994, the Company has incurred approximately $4.15
million in connection with migrating to a local area network, replacing
software and Year 2000 compliance. The total cost to the Company of
these Year 2000 compliance activities has not been and is not
anticipated to be material to its financial position or results of
operations in any given year.
Forward Looking Information
The Company cautions readers regarding certain forward-looking
statements contained in this report and in any other statements made by,
or on behalf of, the Company, whether or not in future filings with the
Securities and Exchange Commission (the "SEC"). Forward-looking
statements are statements not based on historical information and which
relate to future operations, strategies, financial results, or other
developments. Statements using verbs such as "expect," "anticipate,"
"believe" or words of similar import generally involve forward-looking
statements. Without limiting the foregoing, forward-looking statements
include statements which represent the Company's beliefs concerning
future levels of sales and redemptions of the Company's products,
investment spreads and yields, or the earnings and profitability of the
Company's activities.
Forward-looking statements are necessarily based on estimates and
assumptions that are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which
are beyond the Company's control and many of which are subject to
change. These uncertainties and contingencies could cause actual
results to differ materially from those expressed in any forward-looking
statements made by, or on behalf of, the Company. Whether or not actual
results differ materially from forward-looking statements may depend on
numerous foreseeable and unforeseeable developments. Some may be
national in scope, such as general economic conditions, changes in tax
law and changes in interest rates. Some may be related to the insurance
industry generally, such as pricing competition, regulatory developments
and industry consolidation. Others may relate to the Company
specifically, such as credit, volatility and other risks associated with
the Company's investment portfolio. The Company disclaims any
obligation to update forward-looking information.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company is involved in litigation relating
to claims arising out of its operations in the normal course of
business. As of November 11, 1999, the Company is not a party to any
legal proceedings, the adverse outcome of which, in management's
opinion, individually or in the aggregate, would have a material adverse
effect on the Company's financial condition or results of operations.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
None
b) Reports on Form 8-K
None
<PAGE>
PRESIDENTIAL LIFE CORPORATION
SEPTEMBER 30, 1999
SIGNATURES
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.
Presidential Life Corporation
(Registrant)
Date: November 11, 1999 /s/ Herbert Kurz
Herbert Kurz, President and Duly
Authorized Officer of the
Registrant
Date: November 11, 1999 /s/ Michael V. Oporto
Michael V. Oporto, Principal
Accounting Officer of the
Registrant
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<PERIOD-END> SEP-30-1999
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