SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
=========
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
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 33-87272
Golden American Life Insurance Company
(Exact name of registrant as specified in its charter)
Delaware 41-0991508
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
1001 Jefferson Street, Suite 400, Wilmington, Delaware 19801
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (302) 576-3400
__________________________________________________________________________
Former name, former address and formal 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 / /
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d)
of the Securities Exchange Act of 1934 subsequent to the distribution
of securities under a plan confirmed by a court. Yes / / No / /
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 250,000 shares of
Common Stock as of November 12, 1996.
NOTE: WHEREAS GOLDEN AMERICAN LIFE INSURANCE COMPANY MEETS THE CONDITIONS SET
FORTH IN GENERAL INSTRUCTION H (1)(a) AND (b) OF FORM 10Q, THIS FORM IS BEING
FILED WITH THE REDUCED DISCLOSURE FORMAT.
FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Person for whom the Financial Information is given: Golden American Life
Insurance Company
Condensed Statements of Income (Unaudited):
<TABLE>
<CAPTION>
POST-AQUISITION | PRE-ACQUISITION
__________________| ________________ __________________
For the period | For the period
August 14, 1996 | July 1, 1996 For the three
through | through months ended
September 30, 1996| August 13, 1996 September 30, 1995
__________________| ________________ __________________
(Current Year) | (Current Year) (Preceding Year)
| (Dollars in thousands)
|
<S> <C> | <C> <C>
REVENUES: |
Annuity and life |
product fees and |
policy charges $2,397 | $2,690 $4,838
Management fee revenue 280 | 280 740
Net investment income 1,656 | 1,381 857
Realized gains (losses) |
on investments -- | (2) 83
Other income 143 | 16 16
__________________| ________________ __________________
4,476 | 4,365 6,534
|
|
BENEFITS AND EXPENSES: |
Insurance operation |
benefits: |
Interest credited to |
account balances 1,624 | 1,270 440
Benefit claims incurred |
in excess of account |
balances (25)| 158 273
Underwriting, acquisition, |
and insurance expenses: |
Commissions 2,118 | 2,696 1,968
General expenses 1,517 | 1,920 3,738
Insurance taxes 160 | 726 140
Policy acquisition |
costs deferred (2,625)| (3,077) (2,390)
Amortization: |
Deferred policy |
acquisition costs 176 | 1,142 763
Present value of in |
force acquired 915 | 297 537
Goodwill 196 | -- --
__________________| ________________ __________________
4,056 | 5,132 5,469
__________________| ________________ __________________
420 | (767) 1,065
</TABLE>
<TABLE>
<CAPTION>
POST-AQUISITION | PRE-ACQUISITION
__________________| ________________ __________________
For the period | For the period
August 14, 1996 | July 1, 1996 For the three
through | through months ended
September 30, 1996| August 13, 1996 September 30, 1995
__________________| ________________ __________________
(Current Year) | (Current Year) (Preceding Year)
| (Dollars in thousands)
|
<S> <C> | <C> <C>
Income tax expense |
(benefit): |
Current $147 | -- --
Deferred -- | ($1,463) --
__________________| ________________ __________________
147 | (1,463) --
__________________| ________________ __________________
NET INCOME $273 | $696 $1,065
==================| ================ ==================
</TABLE>
Condensed Statements of Income (Unaudited):
<TABLE>
<CAPTION>
POST-AQUISITION | PRE-ACQUISITION
__________________| ________________ __________________
For the period | For the period
August 14, 1996 | January 1, 1996 For the nine
through | through months ended
September 30, 1996| August 13, 1996 September 30, 1995
__________________| ________________ __________________
(Current Year) | (Current Year) (Preceding Year)
| (Dollars in thousands)
|
<S> <C> | <C> <C>
REVENUES: |
Annuity and life |
product fees and |
policy charges $2,397 | $12,259 $13,922
Management fee revenue 280 | 1,390 740
Net investment income 1,656 | 4,990 1,978
Realized gains (losses) |
on investments -- | (420) 71
Other income 143 | 70 44
__________________| ________________ __________________
4,476 | 18,289 16,755
|
|
BENEFITS AND EXPENSES: |
Insurance operation |
benefits: |
Interest credited to |
account balances 1,624 | 4,355 842
Benefit claims incurred |
in excess of account |
balances (25)| 915 1,460
Underwriting, acquisition, |
and insurance expenses: |
Commissions 2,118 | 16,549 5,344
General expenses 1,517 | 9,422 10,303
Insurance taxes 160 | 1,225 407
Policy acquisition |
costs deferred (2,625)| (19,300) (7,101)
Amortization: |
Deferred policy |
acquisition costs 176 | 2,436 2,121
Present value of in |
force acquired 915 | 951 1,203
Goodwill 196 | -- --
__________________| ________________ __________________
4,056 | 16,553 14,579
__________________| ________________ __________________
420 | 1,736 2,176
</TABLE>
<TABLE>
<CAPTION>
POST-AQUISITION | PRE-ACQUISITION
__________________| ________________ __________________
For the period | For the period
August 14, 1996 | January 1, 1996 For the nine
through | through months ended
September 30, 1996| August 13, 1996 September 30, 1995
__________________| ________________ __________________
(Current Year) | (Current Year) (Preceding Year)
| (Dollars in thousands)
|
<S> <C> | <C> <C>
Income tax expense |
(benefit): |
Current $147 | -- --
Deferred -- | ($1,463) --
__________________| ________________ __________________
147 | (1,463) --
__________________| ________________ __________________
NET INCOME $273 | $3,199 $2,176
==================| ================ ==================
</TABLE>
Condensed Balance Sheets (Unaudited):
<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
___________________ | _________________
September 30, 1996 | December 31, 1995
___________________ | _________________
|
(Dollars in thousands)
<S> <C> | <C>
ASSETS |
|
Investments: |
Fixed maturities, available for sale, |
at market (cost: 1996 - $175,339; |
1995 - $48,671) $175,199 | $49,629
Equity securities, at market |
(cost: 1996 - $31; 1995 - $27) 27 | 29
Policy loans 4,159 | 2,021
Short-term investments 27,887 | 15,614
___________________ | _________________
TOTAL INVESTMENTS 207,272 | 67,293
|
Cash and cash equivalents 9,529 | 5,046
|
Accrued investment income 3,699 | 768
|
Deferred policy acquisition costs 2,449 | 67,314
|
Intangible assets 39,011 | --
|
Present value of in force acquired 84,881 | 6,057
|
Other assets 2,528 | 7,626
|
Separate account assets 1,151,614 | 1,048,953
___________________ | _________________
TOTAL ASSETS $1,500,983 | $1,203,057
=================== | =================
|
LIABILITIES AND SHAREHOLDER'S |
EQUITY |
|
Policy liabilities and accruals: |
Annuity and insurance reserves $194,239 | $33,673
Unearned revenue reserve 749 | 6,556
Current income taxes 147 | --
Due to affiliates 2,766 | 675
Accrued expenses and other liabilities 11,467 | 15,075
Separate account liabilities 1,151,614 | 1,048,953
___________________ | _________________
TOTAL LIABILITIES 1,360,982 | 1,104,932
|
Commitments and contingent liabilities |
</TABLE>
<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
___________________ | _________________
September 30, 1996 | December 31, 1995
___________________ | _________________
|
(Dollars in thousands)
<S> <C> | <C>
Shareholder's equity: |
Common stock $2,500 | $2,500
Preferred stock -- | 50,000
Additional paid-in capital 137,372 | 45,030
Unrealized appreciation |
(depreciation) of fixed maturities (140) | 656
Unrealized appreciation |
(depreciation) of equity securities (4) | 2
Retained earnings (deficit) 273 | (63)
___________________ | _________________
TOTAL SHAREHOLDER'S EQUITY 140,001 | 98,125
___________________ | _________________
TOTAL LIABILITIES AND |
SHAREHOLDER'S EQUITY $1,500,983 | $1,203,057
=================== | =================
</TABLE>
Condensed Statements of Cash Flows (Unaudited):
<TABLE>
<CAPTION>
POST-AQUISITION | PRE-ACQUISITION
___________________| _________________ __________________
For the period | For the period
August 14, 1996 | January 1, 1996 For the nine
through | through months ended
September 30, 1996 | August 13, 1996 September 30, 1995
___________________| _________________ __________________
(Current Year) | (Current Year) (Preceding Year)
| (Dollars in thousands)
|
<S> <C> | <C> <C>
NET CASH PROVIDED BY |
(USED IN) OPERATING |
ACTIVITIES ($3,813)| ($4,750) $3,451
|
INVESTING ACTIVITIES |
Sale, maturity or |
repayment of invest- |
ments: |
Fixed maturities - |
available for sale 391 | 55,511 13,078
Short-term |
investments - net -- | 364 --
___________________| _________________ __________________
391 | 55,875 13,078
|
Acquisition of |
investments: |
Fixed maturities - |
available for sale -- | (184,589) (41,648)
Policy loans - net (161)| (1,977) (847)
Short-term |
investments - net (12,626)| -- (4,548)
___________________| _________________ __________________
(12,787)| (186,566) (47,043)
Purchase of property |
and equipment (15)| -- --
___________________| _________________ __________________
NET CASH USED IN |
INVESTING ACTIVITIES (12,411)| (130,691) (33,965)
</TABLE>
<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
___________________| _________________ __________________
For the period | For the period
August 14, 1996 | January 1, 1996 For the nine
through | through months ended
September 30, 1996 | August 13, 1996 September 30, 1995
___________________| _________________ __________________
(Current Year) | (Current Year) (Preceding Year)
| (Dollars in thousands)
|
<S> <C> | <C> <C>
FINANCING ACTIVITIES |
Investment contract |
deposits $18,938 | $149,750 $29,937
Investment contract |
withdrawals (840)| (10,981) (1,043)
Contributions of |
capital by parent -- | -- 3,443
Dividends paid on |
preferred stock -- | (719) (2,557)
___________________| _________________ __________________
NET CASH PROVIDED BY |
FINANCING ACTIVITIES 18,098 | 138,050 29,780
___________________| _________________ __________________
INCREASE (DECREASE) |
IN CASH AND CASH |
EQUIVALENTS 1,874 | 2,609 (734)
|
CASH AND CASH |
EQUIVALENTS AT |
BEGINNING OF PERIOD 7,655 | 5,046 3,316
___________________| _________________ __________________
CASH AND CASH |
EQUIVALENTS AT END |
OF PERIOD $9,529 | $7,655 $2,582
===================| ================= ==================
</TABLE>
NOTE 1 -- BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. All
adjustments were of a normal recurring nature, unless otherwise noted in
Management's Discussion and Analysis and the Notes to Financial Statements.
Operating results for the periods August 14, 1996 through September 30, 1996,
July 1, 1996 through August 13, 1996, and January 1, 1996 through August 13,
1996, are not necessarily indicative of the results that may be expected for
periods reported at December 31, 1996. For further information, refer to the
financial statements and footnotes thereto included in the Golden American
Life Insurance Company Annual Report on Form 10-K for the year ended December
31, 1995.
On August 13, 1996, Equitable of Iowa Companies ("Equitable") acquired all of
the outstanding capital stock of BT Variable, Inc. (Golden American Life
Insurance Company's parent) from Whitewood Properties Corporation
("Whitewood") pursuant to the terms of a Stock Purchase Agreement dated as of
May 3, 1996 between Equitable and Whitewood (the "Purchase Agreement").
Refer to Note 6 for additional information.
For financial statement purposes, the change in control of Golden American
Life Insurance Company ("Golden American") through the acquisition to BT
Variable, Inc. ("BT Variable") was accounted for as a purchase acquisition
effective August 14, 1996. The effects of the acquisition have resulted in a
new basis of accounting reflecting estimated fair values for assets and
liabilities at that date. As a result, Golden American's financial
statements for periods subsequent to August 13, 1996, are presented on the
Post-Acquisition new basis of accounting, while the financial statements for
August 13, 1996 and prior periods are presented on the Pre-Acquisition
historical cost basis of accounting.
For purposes of the condensed 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.
Certain amounts in the 1995 financial statements have been reclassified to
conform to the 1996 financial statement presentation.
NOTE 2 -- INVESTMENTS
At September 30, 1996 and December 31, 1995, amortized cost, gross unrealized
gains and losses and estimated market values of fixed maturity securities
designated as available for sale are as follows:
<TABLE>
<CAPTION>
AVAILABLE FOR SALE POST-ACQUISITION
______________________________________________________________________________
Gross Gross Estimated
Amortized Unrealized Unrealized Market
September 30, 1996 Cost Gains Losses Value
______________________________________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
U.S. government and
governmental agencies
and authorities:
Mortgage-backed securities $2,855 $3 $2,858
Other 2,680 -- ($4) 2,676
Public utilities 39,536 78 (80) 39,534
Investment grade corporate 127,628 183 (322) 127,489
Mortgage-backed securities 2,640 3 (1) 2,642
___________ ___________ ___________ ___________
TOTAL AVAILABLE FOR
SALE $175,339 $267 ($407) $175,199
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
PRE-ACQUISITION
______________________________________________________________________________
Gross Gross Estimated
Amortized Unrealized Unrealized Market
December 31, 1995 Cost Gains Losses Value
______________________________________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
U.S. government and
governmental agencies
and authorities - Other $13,334 $176 $13,510
Public utilities 5,276 26 5,302
Investment grade corporate 27,042 700 ($31) 27,711
Mortgage-backed securities 3,019 87 -- 3,106
___________ ___________ ___________ ___________
TOTAL AVAILABLE FOR
SALE $48,671 $989 ($31) $49,629
=========== =========== =========== ===========
</TABLE>
No fixed maturity securities were designated as held for investment at
September 30, 1996 or December 31, 1995. Short-term investments with
maturities of 30 days or less have been excluded from the above schedules.
Amortized cost approximates market value for these securities.
Amortized cost and estimated market value of debt securities at September 30,
1996, by contractual maturity, 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>
Estimated
Amortized Market
AVAILABLE FOR SALE Cost Value
_____________________________________________________________________________
(Dollars in thousands)
<S> <C> <C>
Due within one year $15,033 $15,046
Due after one year through five years 129,852 129,787
Due after five years through ten years 22,109 21,990
Due after ten years 2,850 2,876
_____________ _____________
169,844 169,699
Mortgage-backed securities 5,495 5,500
_____________ _____________
TOTAL AVAILABLE FOR SALE $175,339 $175,199
============= =============
</TABLE>
NOTE 3 -- RELATED PARTY TRANSACTIONS
In the fourth quarter of 1995, the service agreement between Directed
Services, Inc. ("DSI") and Golden American was amended to provide for a
management fee from DSI to Golden American for certain managerial and
supervisory services provided by Golden American. This fee, calculated as a
percentage of average assets in the variable separate accounts was $560,000
in the third quarter of 1996 and $1,670,000 in the first nine months of 1996.
NOTE 4 -- SHAREHOLDER'S EQUITY
On September 23, 1996, EIC Variable, Inc. (formally known as BT Variable, Inc.)
contributed $50,000,000 of Preferred Stock to the company's additional paid-in
capital.
NOTE 5 -- COMMITMENTS AND CONTINGENCIES
In a transaction that closed on September 30, 1992, Bankers Trust Company
("Bankers Trust") acquired from Mutual Benefit Life Insurance Company in
Rehabilitation ("Mutual Benefit"), in accordance with the terms of an
Exchange Agreement, all of the issued and outstanding capital stock of Golden
American and DSI and certain related assets for consideration with an
aggregate value of $13,200,000 and contributed them to BT Variable. The
transaction involved settlement of pre-existing claims of Bankers Trust
against Mutual Benefit. The ultimate value of these claims has not yet been
determined by the Superior Court of New Jersey and, prior to August 13, 1996,
was contingently supported by a $5,000,000 note payable from Golden American
and a $6,000,000 letter of credit from Bankers Trust. Bankers Trust had
estimated that the contingent liability due from Golden American amounted to
$439,000 at August 13, 1996 and December 31, 1995. At August 13, 1996 the
balance of the escrow account established to fund the contingent liability
was $4,293,000 ($4,150,000 at December 31, 1995).
On August 13, 1996, Bankers Trust made a cash payment to Golden American in
an amount equal to the balance of the escrow account less the $439,000
contingent liability discussed above. In exchange, Golden American
irrevocably assigned to Bankers Trust all of Golden American's rights to
receive any amounts to be disbursed from the escrow account in accordance
with the terms of the Exchange Agreement. Bankers Trust also irrevocably
agreed to make all payments becoming due under the Golden American note and
to indemnify Golden American for any liability arising from the note.
In the ordinary course of business, the company is engaged in litigation,
none of which management believes is material.
NOTE 6 -- ACQUISITION
On August 13, 1996, Equitable acquired all of the outstanding capital stock
of BT Variable from Whitewood, a wholly-owned subsidiary of Bankers Trust,
pursuant to the terms of the Purchase Agreement dated as of May 3, 1996
between Equitable and Whitewood. As noted above, BT Variable, in turn, owned
all the outstanding capital stock of Golden American and all of the
outstanding capital stock of DSI. In exchange for the outstanding capital
stock of BT Variable, Equitable paid the sum of $93,000,000 in cash to
Whitewood in accordance with the terms of the Purchase Agreement. Equitable
also paid the sum of $51,000,000 in cash to Bankers Trust to retire certain
debt owed by BT Variable to Bankers Trust pursuant to a revolving credit
arrangement. On August 14, 1996, BT Variable, Inc. was formally renamed EIC
Variable, Inc.
The purchase price was allocated to the three companies purchased - BT
Variable, DSI and Golden American. Goodwill was established for the excess
cost over net assets acquired plus $965,000 of estimated acquisition costs and
pushed down to Golden American. The allocation of the purchase price is
preliminary with respect to the final settlement of taxes with Bankers Trust
and estimated acquisition costs and, as a result, goodwill may change. The
allocation of the purchase price to Golden American was approximately
$139,872,000. The amount of goodwill relating to the acquisition was
$39,207,000 at August 13, 1996, and is being amortized over 25 years on a
straight line basis.
The following unaudited pro forma information is presented as if the
acquisition had occurred on January 1, 1995. The information is combined to
reflect the purchase accounting in the pre-acquisition periods of January 1,
1996 through August 13, 1996 and for the nine months ended September 30,
1995. This information is intended for informational purposes only and may
not be indicative of the company's future results of operations.
<TABLE>
<CAPTION>
Nine months ended Nine months ended
September 30, 1996 September 30, 1995
________________________________________
(Dollars in thousands)
<S> <C> <C>
Revenues $23,878 $18,446
Net income 854 684
</TABLE>
The primary pro forma effects are revised amortization of deferred policy
acquisition costs, present value of in force acquired, unearned revenue,
goodwill and the elimination of deferred tax benefits.
A portion of the acquisition cost was allocated to the right to receive
future cash flows from the insurance contracts existing with Golden American
at the date of acquisition. This allocated cost represents the present value
of in force acquired ("PVIF") which reflects the estimated fair value of
those purchased policies. The expected future cash flows used to determine
the fair value are based on actuarially determined projected net cash flows
from the acquired insurance contracts.
An analysis of the PVIF asset is as follows:
<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISTION
__________________| __________________
For the period | For the period
August 14, 1996 | January 1, 1996
through | through
September 30, | August 13,
1996 | 1996
__________________| __________________
(Dollars in thousands)
<S> <C> | <C>
Beginning balance $85,796 | $6,057
Imputed interest 822 | 273
Amortization (1,737)| (1,229)
Adjustment for unrealized gains |
on available for sale securities -- | 16
__________________| __________________
Ending balance $84,881 | $5,117
================== ==================
</TABLE>
Interest is imputed on the unamortized balance of PVIF at rates of 7.70% to
7.80%. PVIF is charged to expense and adjusted for the unrealized gains
(losses) on available for sale securities. Based on current conditions and
assumptions as to the effect of future events on acquired policies in force,
the expected approximate amortization for the fourth quarter of 1996 and the
next five years, relating to the balance of the PVIF as of September 30,
1996, is as follows:
<TABLE>
<CAPTION>
Year Amount
__________________________________________________________
(Dollars in thousands)
<S> <C>
4th quarter 1996 $1,830
1997 9,664
1998 10,109
1999 9,243
2000 7,919
2001 6,798
</TABLE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
The purpose of this section is to discuss and analyze the company's condensed
results of operations. This analysis should be read in conjunction with the
condensed financial statements and related notes which appear elsewhere in
this report.
On August 13, 1996, Equitable of Iowa Companies ("Equitable") acquired all of
the outstanding capital stock of BT Variable, Inc. ("BT Variable") from
Whitewood Properties Corp. ("Whitewood"), a wholly-owned subsidiary of
Bankers Trust, pursuant to the terms of a Stock Purchase Agreement dated as
of May 3, 1996 between Equitable and Whitewood (the "Purchase Agreement"). BT
Variable owned all the outstanding capital stock of Golden American Life
Insurance Company ("Golden American") and all of the outstanding capital
stock of Directed Services, Inc. ("DSI"). In exchange for the outstanding
capital stock of BT Variable, Equitable paid the sum of $93,000,000 in cash
to Whitewood in accordance with the terms of the Purchase Agreement.
Equitable also paid the sum of $51,000,000 in cash to Bankers Trust to retire
certain debt owed by BT Variable to Bankers Trust pursuant to a revolving
credit arrangement. On August 14, 1996, BT Variable, Inc. was formally
renamed EIC Variable, Inc. ("EIC Variable").
For financial statement purposes, the change in control of Golden American
through the acquisition to BT Variable was accounted for as a purchase
acquisition effective August 14, 1996. The effects of the acquisition have
resulted in a new basis of accounting reflecting estimated fair values for
assets and liabilities at that date. As a result, Golden American's
financial statements for periods subsequent to August 13, 1996, are presented
on the Post-Acquisition new basis of accounting, while the financial
statements for August 13, 1996 and prior periods are presented on the Pre-
Acquisition historical cost basis of accounting.
The purchase price was allocated to the three companies purchased - BT
Variable, DSI, and Golden American. Goodwill relating to the acquisition was
established for the excess of the acquisition cost over the fair value of the
net assets acquired plus $965,000 of estimated acquisition costs and pushed
down to Golden American. The purchase price is preliminary with respect to
the final settlement of taxes with Bankers Trust and estimated acquisition
costs and as a result, goodwill may change. The allocation of the purchase
price to Golden American was approximately $139,872,000. The amount of
goodwill relating to the acquisition was $39,207,000 at August 13, 1996, and
is being amortized over 25 years on a straight line basis.
The analysis following combines the post-acquisition and pre-acquisition
activity for 1996 in order to compare the results to 1995. Such a comparison
does not recognize the impact of the purchase accounting and goodwill
amortization except for the period after August 13, 1996.
RESULTS OF OPERATIONS
Premiums
- --------
<TABLE>
<CAPTION>
POST-ACQUISITION| COMBINED | PRE-ACQUISTION
________________|_____________|______________________________
For the period | |For the period
August 14, 1996 | | July 1, 1996
through |Quarter ended| through Quarter ended
September 30, |September 30,| August 13, September 30,
Quarter 1996 |1996 Combined| 1996 1995
__________________________________|_____________|______________________________
| (Dollars in thousands)
<S> <C> | <C> | <C> <C>
Variable annuity | |
premiums $29,986 | $67,230 | $37,244 $33,074
Variable life | |
premiums 1,451 | 4,390 | 2,939 318
________________|_____________|______________________________
Total premiums $31,437 | $71,620 | $40,183 $33,392
=============================================================
</TABLE>
<TABLE>
<CAPTION>
POST-ACQUISITION| COMBINED | PRE-ACQUISTION
________________|_____________|______________________________
For the period | |For the period
August 14, 1996 | Nine months |January 1, 1996 Nine months
through | ended | through ended
September 30, |September 30,| August 13, September 30,
Year to Date 1996 |1996 Combined| 1996 1995
__________________________________|_____________|______________________________
| (Dollars in thousands)
<S> <C> | <C> | <C> <C>
Variable annuity | |
premiums $29,986 | $288,358 | $258,372 $91,726
Variable life | |
premiums 1,451 | 11,957 | 10,506 2,254
________________|_____________|______________________________
Total premiums $31,437 | $300,315 | $268,878 $93,980
=============================================================
</TABLE>
Variable annuity premiums increased $34,156,000, or 103.3%, in the third
quarter and $196,632,000, or 214.4%, in the first nine months of 1996.
Variable life premiums increased $4,072,000 or 1,281.9% in the third quarter
and $9,703,000 or 430.4%, in the first nine months of 1996.
Revenues
- --------
<TABLE>
<CAPTION>
POST-ACQUISITION| COMBINED | PRE-ACQUISTION
________________|______________|_____________________________
For the period | |For the period
August 14, 1996 | | July 1, 1996
through |Quarter ended | through Quarter ended
September 30, |September 30, | August 13, September 30,
Quarter 1996 |1996 Combined | 1996 1995
__________________________________|______________|_____________________________
| (Dollars in thousands)
<S> <C> | <C> | <C> <C>
Annuity and life | |
product fees and | |
policy charges $2,397 | $5,087 | $2,690 $4,838
Management fee | |
revenue 280 | 560 | 280 740
Net investment | |
income 1,656 | 3,037 | 1,381 857
Realized gains | |
(losses) on | |
investments -- | (2)| (2) 83
Other income 143 | 159 | 16 16
________________|______________|_____________________________
$4,476 | $8,841 | $4,365 $6,534
=============================================================
</TABLE>
<TABLE>
<CAPTION>
POST-ACQUISITION| COMBINED | PRE-ACQUISTION
________________|______________|_____________________________
For the period | |For the period
August 14, 1996 | Nine months |January 1, 1996 Nine months
through | ended | through ended
September 30, |September 30, | August 13, September 30,
Year to Date 1996 |1996 Combined | 1996 1995
__________________________________|______________|_____________________________
| (Dollars in thousands)
<S> <C> | <C> | <C> <C>
Annuity and life | |
product fees and | |
policy charges $2,397 | $14,656 | $12,259 $13,922
Management fee | |
revenue 280 | 1,670 | 1,390 740
Net investment | |
income 1,656 | 6,646 | 4,990 1,978
Realized gains | |
(losses) on | |
investments -- | (420)| (420) 71
Other income 143 | 213 | 70 44
________________|______________|_____________________________
$4,476 | $22,765 | $18,289 $16,755
=============================================================
</TABLE>
Total revenues increased $2,307,000, or 35.3%, in the third quarter and
$6,010,000 or 35.9%, in the first nine months of 1996. Annuity and life
product fees and policy charges increased $249,000, or 5.1%, in the third
quarter and $734,000, or 5.3%, in the first nine months of 1996, in
conjunction with the growth in the company's policyholder liabilities.
In the fourth quarter of 1995, the service agreement between DSI and Golden
American was amended to provide for a management fee from DSI to Golden
American for certain managerial and supervisory services provided by Golden
American. This fee, calculated as a percentage of average assets in the
variable separate accounts, was $560,000 for the third quarter of 1996 and
$1,670,000 for the first nine months of 1996.
Net investment income increased $2,180,000, or 254.5%, in the third quarter
and $4,668,000, or 236.0%, in the first nine months of 1996 due to the
increase in invested assets. The company had realized losses on the sale of
investments of $2,000 in the third quarter and $420,000 in the first nine
months of 1996, compared to gains of $83,000 and $71,000 in the same periods
of 1995. Realized losses in the first nine months of 1996 were the result of
voluntary sales.
Expenses
- --------
<TABLE>
<CAPTION>
POST-ACQUISITION| COMBINED | PRE-ACQUISTION
________________|_____________|_____________________________
For the period | |For the period
August 14, 1996 | | July 1, 1996
through |Quarter ended| through Quarter ended
September 30, |September 30,| August 13, September 30,
Quarter 1996 |1996 Combined| 1996 1995
____________________________________|_____________|_____________________________
| (Dollars in thousands)
<S> <C> | <C> | <C> <C>
Insurance operation | |
benefits: | |
Interest credited | |
to account | |
balances $1,624 | $2,894 | $1,270 $440
Benefit claims | |
incurred in | |
excess of | |
account balances (25)| 133 | 158 273
Underwriting, | |
acquisition, and | |
insurance expenses: | |
Commissions 2,118 | 4,814 | 2,696 1,968
General expenses 1,517 | 3,437 | 1,920 3,738
Insurance taxes 160 | 886 | 726 140
Policy acquistion | |
costs deferred (2,625)| (5,702)| (3,077) (2,390)
Amortization: | |
Deferred policy | |
acquistion costs 176 | 1,318 | 1,142 763
Present value of | |
in force aquired 915 | 1,212 | 297 537
Goodwill 196 | 196 | -- --
________________|_____________|_____________________________
| |
$4,056 | $9,188 | $5,132 $5,469
============================================================
</TABLE>
<TABLE>
<CAPTION>
POST-ACQUISITION| COMBINED | PRE-ACQUISTION
________________|_____________|_____________________________
For the period | |For the period
August 14, 1996 | Nine |January 1, 1996 Nine
through |months ended | through months ended
September 30, |September 30,| August 13, September 30,
Year to Date 1996 |1996 Combined| 1996 1995
____________________________________|_____________|_____________________________
| (Dollars in thousands)
<S> <C> | <C> | <C> <C>
Insurance operation | |
benefits: | |
Interest credited | |
to account | |
balances $1,624 | $5,979 | $4,355 $842
Benefit claims | |
incurred in | |
excess of | |
account balances (25)| 890 | 915 1,460
Underwriting, | |
acquisition, and | |
insurance expenses: | |
Commissions 2,118 | 18,667 | 16,549 5,344
General expenses 1,517 | 10,939 | 9,422 10,058
Insurance taxes 160 | 1,385 | 1,225 652
Policy acquistion | |
costs deferred (2,625)| (21,925)| (19,300) (7,101)
Amortization: | |
Deferred policy | |
acquistion costs 176 | 2,612 | 2,436 2,121
Present value of | |
in force aquired 915 | 1,866 | 951 1,203
Goodwill 196 | 196 | -- --
________________|_____________|_____________________________
| |
$4,056 | $20,609 | $16,553 $14,579
============================================================
</TABLE>
Interest credited to account balances increased $2,454,000 or 557.5% in the
third quarter and $5,137,000 or 610.4% in the first nine months of 1996 as a
result of increases in policy account values.
General expenses decreased $301,000 or 8.0% in the third quarter and
increased $881,000 or 8.8% in the first nine months of 1996. The increase in
the first nine months of 1996 was primarily a result of the increase in
policies in force. Commissions increased $2,846,000 or 144.6% in the third
quarter and $13,323,000 or 249.3% in the first nine months of 1996. Insurance
taxes increased $746,000 or 530.6% in the third quarter and $733,000 or
112.2% in the first nine months of 1996. Deferral of policy acquisition
costs increased $3,312,000 or 138.6% in the third quarter and $14,824,000 or
208.8% in the first nine months of 1996. The increase in the above expenses
is the result of the growth in sales.
The company's deferred policy acquisition costs ("DPAC"), previous balance of
present value of in force acquired ("PVIF") and unearned revenue reserve, as
of the purchase date, were eliminated and an asset representing the PVIF was
established for all policies in force at the acquisition date. PVIF is
amortized into income over the expected gross profits of the in force
acquired in a manner similar to DPAC amortization. Any expenses which vary
with the sales of the company's products subsequent to the acquisition date
are deferred and amortized. The amortization of PVIF and DPAC increased
$1,230,000 or 94.5% in the third quarter and $1,154,000 or 34.7% in the first
nine months of 1996. This increase is the result of an increase in balances
for DPAC and PVIF. The elimination of the unearned revenue reserve, related
to in force acquired at the acquisition date, will result in lower annuity
and universal life product fees and policy charges.
Income
- ------
Net income on a combined basis for the third quarter of 1996 was $964,000, a
decrease of $101,000 or 9.5% from the third quarter of 1995. Net income on a
combined basis for the first nine months of 1996 was $3,472,000, an increase
of $1,296,000 or 59.6% from the first nine months of 1995.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Any forward-looking statement 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 due to the following important factors,
among other risks and uncertainties inherent in the company's business:
1. Prevailing interest rate levels which may affect the ability of the
company to sell its products, the market value 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. Other factors affecting the performance of the company, including, but not
limited to, stock market performance ,litigation, insurance industry
insolvencies, investment performance of the underlying portfolios of the
variable annuity products, variable annuity product design and sales
volume by significant sellers of the company's variable annuity products.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Golden American, as an insurance company, is ordinarily involved in
litigation, none of which management believes is material.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
A list of exhibits included as part of this report is set forth
in the Exhibit Index which immediately precedes such exhibits
and is hereby incorporated by reference herein.
(b) Reports on Form 8-K
None
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.
DATE: November 13, 1996 GOLDEN AMERICAN LIFE INSURANCE COMPANY
By/s/ Paul E. Larson
--------------------------------------
Executive Vice President, CFO and
Assistant Secretary
(Principal Financial Officer)
By/s/ David A. Terwilliger
--------------------------------------
Vice President, Controller,
Assistant Treasurer and
Assistant Secretary
(Principal Accounting Officer)
INDEX
Exhibits to Form 10-Q
Nine Months ended September 30, 1996
GOLDEN AMERICAN LIFE INSURANCE COMPANY
2 Plan of Acquisition
(a) Stock Purchase Agreement dated as of May 3, 1996, between
Equitable and Whitewood Properties Corp. (incorporated by
reference from Exhibit 2 in Form 8-K filed August 28, 1996)
3 Articles of Incorporation and By-Laws
(a) Articles of Incorporation of Golden American Life Insurance
Company (incorporated by reference from the registrant's
post-effective amendment No. 17 to the registration statement
of Form N-4 filed with the Securities and Exchange Commission
on May 2, 1994 (File No. 33-23351))
(b)(i) By-laws of Golden American Life Insurance Company (incorporated
by reference from the registrant's initial registration statement
on Form N-4 filed with the Securities and Exchange Commission on
July 27, 1988 (File No. 33-23351))
(ii) By-laws of Golden American Life Insurance Company, as amended
(incorporated by reference from the registrant's post-effective
amendment No. 5 to the registration statement on Form N-4 filed
with the Securities and Exchange Commission on May 2, 1991
(File No. 33-23351))
(iii) Certificate of Amendment of the By-laws of MB Variable Life
Insurance Company, as amended (incorporated by reference from
the registrant's registration statement on Form N-3 filed with
the Securities and Exchange Commission on August 19, 1992
(File No. 33-51028))
(iv) By-laws of Golden American Life Insurance Company, as amended
(12/21/93) (incorporated by reference from the registrant's
post-effective amendment No. 17 to the registration statement
filed with the Securities and Exchange Commission on May 2, 1994
(File No. 33-23351))
4 Instruments Defining the Rights of Security Holders, Including Indentures
(a) Deferred Combination Variable and Fixed Annuity Contract
(incorporated by reference from exhibit 4(a) to Form S-1 dated
February 13, 1995 (File No. 33-87272))
(b) Deferred Combination Variable and Fixed Annuity Contract
application (incorporated by reference from exhibit 4(b) to
Form S-1 dated February 13, 1995 (File No. 33-87272))
(c) Individual Deferred Combination Variable and Fixed Annuity
application (incorporated by reference from exhibit 4(c) to
Form S-1 dated February 13, 1995 (File No. 33-87272))
(d) Group Deferred Combination Variable and Fixed Enrollment Form
(incorporated by reference from exhibit 4(d) to Form S-1 dated
February 13, 1995 (File No. 33-87272))
INDEX
Exhibits to Form 10-Q
Nine Months ended September 30, 1996
GOLDEN AMERICAN LIFE INSURANCE COMPANY
27 Financial Data Schedule (electronic filing only)
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONDENSED
STATEMENTS OF INCOME AND CONDENSED BALANCE SHEETS (UNAUDITED) AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> AUG-14-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 175,199
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 27
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 207,272
<CASH> 9,529
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 2,449
<TOTAL-ASSETS> 1,500,983
<POLICY-LOSSES> 194,239
<UNEARNED-PREMIUMS> 749
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 0
0
0
<COMMON> 2,500
<OTHER-SE> 137,501
<TOTAL-LIABILITY-AND-EQUITY> 1,500,983
0
<INVESTMENT-INCOME> 1,656
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 2,820
<BENEFITS> 1,599
<UNDERWRITING-AMORTIZATION> 176
<UNDERWRITING-OTHER> 2,281
<INCOME-PRETAX> 420
<INCOME-TAX> 147
<INCOME-CONTINUING> 273
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 273
<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>
