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, 1997
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 7, 1997.
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 Consolidated Statements of Income (Unaudited):
<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
______________________________________| ________________
For the Period | For the Period
For the Three August 14, 1996 | July 1, 1996
Months ended through | through
September 30, 1997 September 30, 1996| August 13, 1996
______________________________________| ________________
(Current Year) (Preceding Year) | (Preceding Year)
(Dollars in thousands) |
<S> <C> <C> | <C>
REVENUES: |
Annuity and interest |
sensitive life |
product charges $6,156 $2,397 | $2,690
Management fee revenue 736 280 | 280
Net investment income 7,463 1,656 | 1,381
Realized gains (losses) |
on investments 6 -- | (2)
Other income 155 143 | 16
__________________ __________________| ________________
14,516 4,476 | 4,365
|
INSURANCE BENEFITS AND |
EXPENSES: |
Annuity and interest |
sensitive life benefits: |
Interest credited to |
account balances 7,000 1,624 | 1,270
Benefit claims incurred |
in excess of |
account balances 118 (25)| 158
Underwriting, acquisition, |
and insurance expenses: |
Commissions 8,757 2,118 | 2,696
General expenses 3,370 1,517 | 1,920
Insurance taxes 483 160 | 726
Policy acquisition |
costs deferred (9,439) (2,625)| (3,077)
Amortization: |
Deferred policy |
acquisition costs 597 176 | 1,142
Present value of in |
force acquired 2,285 915 | 297
Goodwill 411 196 | --
__________________ __________________| ________________
13,582 4,056 | 5,132
</TABLE>
See accompanying notes.
Condensed Consolidated Statements of Income (Unaudited): (CONTINUATION)
<TABLE>
<CAPTION>
POST-ACQUISITION |PRE-ACQUISITION
______________________________________|________________
For the Period | For the Period
For the Three August 14, 1996 | July 1, 1996
Months ended through | through
September 30, 1997 September 30, 1996|August 13, 1996
______________________________________|________________
(Current Year) (Preceding Year) |(Preceding Year)
|
(Dollars in thousands) |
<S> <C> <C> | <C>
Interest expense $675 -- | --
__________________ __________________|________________
14,257 $4,056 | $5,132
__________________ __________________|________________
259 420 | (767)
|
Income taxes expense |
(benefit): |
Current 70 147 | --
Deferred (135) -- | (1,463)
__________________ __________________|________________
(65) 147 | (1,463)
__________________ __________________|________________
NET INCOME $324 $273 | $696
================== ==================|================
</TABLE>
See accompanying notes.
Condensed Consolidated Statements of Income (Unaudited):
<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
______________________________________| ________________
For the Period | For the Period
For the Nine August 14, 1996 | January 1, 1996
Months ended through | through
September 30, 1997 September 30, 1996| August 13, 1996
______________________________________| ________________
(Current Year) (Preceding Year) | (Preceding Year)
|
(Dollars in thousands) |
<S> <C> <C> | <C>
REVENUES: |
Annuity and interest |
sensitive life |
product charges $15,937 $2,397 | $12,259
Management fee revenue 2,014 280 | 1,390
Net investment income 18,955 1,656 | 4,990
Realized gains (losses) |
on investments 58 -- | (420)
Other income 427 143 | 70
__________________ __________________| ________________
37,391 4,476 | 18,289
|
INSURANCE BENEFITS AND |
EXPENSES: |
Annuity and interest |
sensitive life benefits: |
Interest credited to |
account balances 16,840 1,624 | 4,355
Benefit claims incurred |
in excess of |
account balances 118 (25)| 915
Underwriting, acquisition, |
and insurance expenses: |
Commissions 23,323 2,118 | 16,549
General expenses 11,552 1,517 | 9,422
Insurance taxes 1,693 160 | 1,225
Policy acquisition |
costs deferred (25,464) (2,625)| (19,300)
Amortization: |
Deferred policy |
acquisition costs 1,433 176 | 2,436
Present value of in |
force acquired 4,465 915 | 951
Goodwill 1,261 196 | --
__________________ __________________| ________________
35,221 4,056 | 16,553
</TABLE>
See accompanying notes.
Condensed Consolidated Statements of Income (Unaudited): (CONTINUATION)
<TABLE>
<CAPTION>
POST-ACQUISITION | PRE-ACQUISITION
______________________________________|________________
For the Period | For the Period
For the Nine August 14, 1996 | January 1, 1996
Months ended through | through
September 30, 1997 September 30, 1996| August 13, 1996
______________________________________|________________
(Current Year) (Preceding Year) |(Preceding Year)
|
(Dollars in thousands) |
<S> <C> <C> | <C>
Interest expense $1,827 -- | --
__________________ __________________|________________
37,048 $4,056 | $16,553
__________________ __________________|________________
343 420 | 1,736
|
Income taxes expense |
(benefit): |
Current 54 147 | --
Deferred (53) -- | (1,463)
__________________ __________________|________________
1 147 | (1,463)
__________________ __________________|________________
NET INCOME $342 $273 | $3,199
================== ==================|================
</TABLE>
See accompanying notes.
Condensed Consolidated Balance Sheets (Unaudited):
<TABLE>
<CAPTION>
September 30, 1997 December 31, 1996
___________________ _________________
(Dollars in thousands)
<S> <C> <C>
ASSETS
Investments:
Fixed maturities available for sale,
at fair value (cost: 1997 - $384,765;
1996 - $275,153) $389,172 $275,563
Equity securities, at fair value
(cost: 1997 - $4,901; 1996 - $36) 4,766 33
Mortgage loans 64,500 31,459
Policy loans 8,316 4,634
Short-term investments 1,478 12,631
___________________ _________________
Total Investments 468,232 324,320
Cash and cash equivalents 18,672 5,839
Due from affiliates 246 --
Accrued investment income 6,901 4,139
Deferred policy acquisition costs 34,638 11,468
Present value of in force acquired 78,156 83,051
Current income taxes recoverable 229 --
Property and equipment, less allowances
for depreciation of $624 in 1997 and
$63 in 1996 1,262 699
Goodwill, less accumulated amortization
of $1,850 in 1997 and $589 in 1996 39,263 38,665
Other assets 7,074 2,471
Separate account assets 1,539,859 1,207,247
___________________ _________________
TOTAL ASSETS $2,194,532 $1,677,899
=================== =================
</TABLE>
See accompanying notes.
Condensed Consolidated Balance Sheets (Unaudited): (CONTINUATION)
<TABLE>
<CAPTION>
September 30, 1997 December 31, 1996
___________________ _________________
(Dollars in thousands)
<S> <C> <C>
LIABILITIES AND STOCKHOLDER'S EQUITY
Policy liabilities and accruals:
Annuity and interest sensitive life
products $440,441 $285,287
Unearned revenue reserve 5,092 2,063
___________________ _________________
445,533 287,350
Deferred income taxes 1,210 365
Line of credit with affiliate 16,960 --
Surplus note 25,000 25,000
Due to affiliates 720 1,504
Accrued expenses and other liabilities 21,629 15,949
Separate account liabilities 1,539,859 1,207,247
___________________ _________________
TOTAL LIABILITIES 2,050,911 1,537,415
Commitments and contingencies
Stockholder's equity:
Redeemable preferred stock, par value
$5,000 per share, 50,000 shares
authorized -- --
Common stock, par value $10 per share,
authorized, issued and outstanding
250,000 shares 2,500 2,500
Additional paid-in capital 138,492 137,372
Unrealized appreciation of securities
at fair value 1,937 262
Retained earnings 692 350
___________________ _________________
TOTAL STOCKHOLDER'S EQUITY 143,621 140,484
___________________ _________________
TOTAL LIABILITIES AND STOCKHOLDER'S
EQUITY $2,194,532 $1,677,899
=================== =================
</TABLE>
See accompanying notes.
Condensed Consolidated Statements of Cash Flows (Unaudited):
<TABLE>
<CAPTION>
POST-ACQUISITION PRE-ACQUISITION
___________________________________| _________________
For the Nine For the Period | For the Period
Months ended August 14, 1996 | January 1, 1996
September 30, through | through
1997 September 30, 1996| August 13, 1996
___________________________________| _________________
(Current Year) (Preceding Year) | (Preceding Year)
|
(Dollars in thousands)|
<S> <C> <C> | <C>
NET CASH USED IN |
OPERATING ACTIVITIES ($1,659) ($1,440)| ($4,320)
|
INVESTING ACTIVITIES |
Sale, maturity or |
repayment of investments: |
Fixed maturities |
- available for sale 35,590 391 | 55,091
Mortgage loans on real |
estate 5,017 -- | --
Short-term investments |
- net 11,153 -- | 354
_______________ __________________| _________________
51,760 391 | 55,445
|
Acquisition of investments: |
Fixed maturities |
- available for sale (146,376) -- | (184,589)
Equity securities (4,864) -- | --
Mortgage loans on real |
estate (38,058) -- | --
Policy loans - net (3,682) (161)| (1,977)
Short-term investments |
- net -- (12,626)| --
_______________ __________________| _________________
(192,980) (12,787)| (186,566)
Purchase of property and |
equipment (659) (15)| --
_______________ __________________| _________________
NET CASH USED IN |
INVESTING ACTIVITIES (141,879) (12,411)| (131,121)
|
</TABLE>
See accompanying notes.
Condensed Consolidated Statements of Cash Flows (Unaudited): (CONTINUATION)
<TABLE>
<CAPTION>
POST-ACQUISITION PRE-ACQUISITION
___________________________________| _________________
For the Nine For the Period | For the Period
Months ended August 14, 1996 | January 1, 1996
September 30, through | through
1997 September 30, 1996| August 13, 1996
___________________________________| _________________
(Current Year) (Preceding Year) | (Preceding Year)
(Dollars in thousands)|
<S> <C> <C> | <C>
FINANCING ACTIVITIES |
Issuance of notes |
payable $86,522 -- | --
Repayment of notes |
payable (69,562) -- | --
Receipts from annuity and |
interest sensitive life |
policies credited to |
policyholder account |
balances 232,635 $18,930 | $149,750
Return of policyholder |
account balances on |
annuity and interest |
sensitive life |
policies (12,674) (1,061)| (2,695)
Net reallocations to |
Separate Accounts (81,561) (2,144)| (8,286)
Dividends paid on |
preferred stock -- -- | (719)
Contribution from parent 1,011 -- | --
_______________ __________________| _________________
NET CASH PROVIDED BY |
FINANCING ACTIVITIES 156,371 15,725 | 138,050
|
INCREASE IN CASH AND |
CASH EQUIVALENTS 12,833 1,874 | 2,609
|
CASH AND CASH EQUIVALENTS |
AT BEGINNING OF PERIOD 5,839 7,655 | 5,046
_______________ __________________| _________________
CASH AND CASH EQUIVALENTS |
AT END OF PERIOD $18,672 $9,529 | $7,655
=============== ==================| =================
SUPPLEMENTAL DISCLOSURE |
OF CASH FLOW INFORMATION |
|
Cash paid during the period
for income taxes $283 -- --
Non-cash financing activities:
Contribution of property,
plant and equipment from
EIC Variable, Inc. net of
$353 of accumulated
depreciation $110 -- --
</TABLE>
See accompanying notes.
NOTE 1 -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-Q and Article
10 of Regulation S-X. This form is being filed with the reduced disclosure
format specified in General Instruction H (1)(a) and (b) of Form 10-Q.
Accordingly, the financial statements 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 nine months ended September 30, 1997 are not
necessarily indicative of the results that may be expected for periods
reported at December 31, 1997. 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, 1996.
CONSOLIDATION
The condensed consolidated financial statements include Golden American Life
Insurance Company ("Golden American") and its wholly-owned subsidiary, First
Golden American Life Insurance Company of New York ("First Golden" and
collectively the "Company"). First Golden was capitalized by Golden American
on December 17, 1996. All significant intercompany accounts and transactions
have been eliminated.
ORGANIZATION
Golden American offers variable insurance products and is licensed as a life
insurance company in the District of Columbia and all states except New York.
On January 2, 1997, First Golden became licensed to sell insurance products
in the state of New York. The Company's products are marketed by
broker/dealers, financial institutions and insurance agents. The Company's
primary customers are individuals and families.
On August 13, 1996, Equitable of Iowa Companies ("Equitable") acquired all of
the outstanding capital stock of BT Variable, Inc. ("BT Variable") and its
wholly-owned subsidiaries, Golden American and Directed Services, Inc.
("DSI") from Whitewood Properties Corporation ("Whitewood") pursuant to the
terms of a Stock Purchase Agreement between Equitable and Whitewood (the
"Purchase Agreement"). Subsequent to the acquisition, the BT Variable, Inc.
name was changed to EIC Variable, Inc. On April 30, 1997, EIC Variable, Inc.
was liquidated and its investments in Golden American and DSI were transferred
to Equitable while the remainder of its net assets were contributed to Golden
American. Refer to Note 3 for additional information.
For financial statement purposes, the change in control of Golden American
through the acquisition of BT Variable was accounted for as a purchase
acquisition effective August 14, 1996. This acquisition resulted in a new
basis of accounting reflecting estimated fair values of assets and liabilities
at that date. As a result, the Company's financial statements for periods
subsequent to August 13, 1996, are presented on the Post-Acquisition new basis
of accounting, while the financial statements prior to August 13, 1996 are
presented on the Pre-Acquisition historical cost basis of accounting.
For purposes of the condensed consolidated 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 1996 financial statements have been reclassified to
conform to the 1997 financial statement presentation.
NOTE 2 -- INVESTMENTS
At September 30, 1997 and December 31, 1996, amortized cost, gross unrealized
gains and losses and estimated fair values of fixed maturity securities, all
of which are designated as available for sale, are as follows:
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
September 30, 1997 Cost Gains Losses Value
______________________________________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
U.S. government and
governmental agencies
and authorities:
Mortgage-backed securities $65,243 $517 ($104) $65,656
Other 3,069 7 -- 3,076
Foreign governments 2,050 30 -- 2,080
Public utilities 26,717 258 (4) 26,971
Investment grade corporate 213,422 2,750 (79) 216,093
Below investment grade
corporate 38,951 884 (22) 39,813
Mortgage-backed securities 35,313 199 (29) 35,483
_______________________________________________
Total $384,765 $4,645 ($238) $389,172
===============================================
</TABLE>
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
December 31, 1996 Cost Gains Losses Value
______________________________________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
U.S. government and
governmental agencies
and authorities:
Mortgage-backed securities $70,902 $122 ($247) $70,777
Other 3,082 2 (4) 3,080
Public utilities 35,893 193 (38) 36,048
Investment grade corporate 134,487 586 (466) 134,607
Below investment grade
corporate 25,921 249 (56) 26,114
Mortgage-backed securities 4,868 69 -- 4,937
_______________________________________________
Total $275,153 $1,221 ($811) $275,563
===============================================
</TABLE>
No fixed maturity securities were designated as held for investment at
September 30, 1997 or December 31, 1996. Short-term investments with
maturities of 30 days or less have been excluded from the above schedules.
Amortized cost approximates fair value for these securities.
Amortized cost and estimated fair value of fixed maturity securities
designated as available for sale, by contractual maturity, at September 30,
1997, 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 Fair
September 30, 1997 Cost Value
_____________________________________________________________________________
(Dollars in thousands)
<S> <C> <C>
Due within one year $10,926 $10,947
Due after one year through five years 131,585 133,293
Due after five years through ten years 131,544 133,196
Due after ten years 10,154 10,597
_____________ _____________
284,209 288,033
Mortgage-backed securities 100,556 101,139
_____________ _____________
Total $384,765 $389,172
============= =============
</TABLE>
During the first nine months of 1997, fixed maturity securities designated as
available for sale with a combined amortized cost of $23,792,000 were called
or repaid by their issuers. In total, net pre-tax gains from sales, calls
and repayments of fixed maturity investments amounted to $58,000 in the first
nine months of 1997.
During the first nine months of 1997, no investments were identified as having
an impairment other than temporary.
INVESTMENT DIVERSIFICATIONS: The Company's investment policies related to its
investment portfolio require diversification by asset type, company and
industry and set limits on the amount which can be invested in an individual
issuer. Such policies are at least as restrictive as those set forth by
regulatory authorities. The following percentages relate to holdings at
September 30, 1997 and December 31, 1996, respectively. Fixed maturity
investments included investments in various government bonds and government
or agency mortgage-backed securities (18% in 1997, 27% in 1996), public
utilities (7% in 1997, 13% in 1996), basic industrials (31% in 1997, 30% in
1996) and financial companies (24% in 1997, 18% in 1996). Mortgage loans on
real estate have been analyzed by geographical location with concentrations
by state identified as Utah (14% in 1997, 4% in 1996), California (12% in
1997, 7% in 1996), and Georgia (8% in 1997, 17% in 1996). There are no other
concentrations of mortgage loans in any state exceeding ten percent at
September 30, 1997 and December 31, 1996. Mortgage loans on real estate have
also been analyzed by collateral type with significant concentrations
identified in office buildings (41% in 1997, 36% in 1996), industrial
buildings (37% in 1997, 31% in 1996), multi-family residential buildings (12%
in 1997, 27% in 1996) and retail facilities (10% in 1997, 6% in 1996). Equity
securities (which represent 1.1% of the Company's investments) consist
primarily of investments in the Company's registered separate accounts.
Equity securities and investments accounted for by the equity method are not
significant to the Company's overall investment portfolio.
NOTE 3 -- ACQUISITION
TRANSACTION: 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. In exchange for the outstanding
capital stock of BT Variable, Equitable paid $93,000,000 in cash to Whitewood
in accordance with the terms of the Purchase Agreement. Equitable also paid
$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.
Subsequent to the acquisition, the BT Variable, Inc. name was changed to EIC
Variable, Inc. On April 30, 1997, EIC Variable, Inc. was liquidated and its
investments in Golden American and DSI were transferred to Equitable while the
remainder of its net assets were contributed to Golden American.
ACCOUNTING TREATMENT: The acquisition was accounted for as a purchase
resulting in a new basis of accounting, reflecting estimated fair values for
assets and liabilities at August 13, 1996. The purchase price was allocated
to the three companies purchased - BT Variable, DSI and Golden American.
Goodwill was established for the excess of the acquisition cost over the fair
value of the net assets acquired and pushed down to Golden American. The
acquisition cost was preliminary with respect to the final settlement of taxes
with Bankers Trust and estimated expenses. The allocation of the purchase
price to Golden American was approximately $139,872,000. The amount of
goodwill relating to the acquisition was $41,113,000 and is being amortized
over 25 years on a straight line basis. At June 30, 1997, goodwill was
increased by $1,848,000 to adjust the value of a receivable existing at the
acquisition date. The carrying value of goodwill will be reviewed
periodically for any indication of impairment in value.
PRESENT VALUE OF IN FORCE ACQUIRED: As part of the acquisition, 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 value of those purchased policies
calculated by discounting the actuarially determined expected future cash
flows at the discount rate determined by Equitable.
An analysis of the PVIF asset is as follows:
<TABLE>
<CAPTION>
For the Nine
Months ended
September 30, 1997
_______________________
(Dollars in thousands)
<S> <C>
Beginning balance $83,051
Imputed interest 4,653
Amortization (9,118)
Adjustment for unrealized gains
on available for sale securities (430)
_______________________
Ending balance $78,156
=======================
</TABLE>
Interest is imputed on the unamortized balance of PVIF at rates of 7.70% to
7.80%. Amortization of PVIF is charged to expense and the asset is adjusted
for the change in unrealized gains (losses) on available for sale securities.
During the second quarter of 1997, PVIF was unlocked by $2,293,000 to reflect
narrower current spreads than the gross profit model assumed. Based on
current conditions and assumptions as to the effect of future events on
acquired policies in force, the expected approximate net amortization for the
next five years, relating to the balance of the PVIF as of September 30, 1997,
is as follows:
<TABLE>
<CAPTION>
Year Amount
____________________________________________________
(Dollars in thousands)
<S> <C>
Remainder of 1997 $2,300
1998 10,100
1999 9,600
2000 8,300
2001 7,200
2002 6,100
</TABLE>
Actual amortization may vary from the schedule above based upon changes in
assumptions and experience.
NOTE 4 -- MERGER
TRANSACTION: On October 23, 1997, Equitable of Iowa Companies ("Equitable")
shareholders approved the Agreement and Plan of Merger ("Merger Agreement")
dated as of July 7, 1997, among Equitable, PFHI Holdings, Inc. ("PFHI"), and
ING Groep N.V ("ING"). On October 24, 1997, PFHI, a Delaware corporation,
acquired all of the outstanding capital stock of Equitable pursuant to the
Merger Agreement. PFHI is a wholly-owned subsidiary of ING, a global
financial services holding company based in The Netherlands. Equitable, an
Iowa corporation, in turn, owns all the outstanding capital stock of
Equitable Life Insurance Company of Iowa and Golden American Life Insurance
Company and their wholly-owned subsidiaries. Equitable also owns all the
outstanding capital stock of Locust Street Securities, Inc., Equitable
Investment Services, Inc., Directed Services, Inc., Equitable of Iowa
Companies Capital Trust, Equitable of Iowa Companies Capital Trust II and
Equitable of Iowa Securities Network, Inc. In exchange for the outstanding
capital stock of Equitable, ING will pay total consideration of approximately
$2,200,000,000 in cash and stock plus the assumption of approximately
$400,000,000 in debt according to the Merger Agreement. As a result of the
merger, Equitable of Iowa Companies was merged into PFHI which was
simultaneously renamed Equitable of Iowa Companies, Inc.
ACCOUNTING TREATMENT: The merger will be accounted for as a purchase
resulting in a new basis of accounting, reflecting estimated fair values for
assets and liabilities for Equitable and its subsidiaries as of the date of
the merger. The excess of the total acquisition cost over the fair value of
the net assets acquired will be recorded as goodwill.
NOTE 5 -- RELATED PARTY TRANSACTIONS
DSI acts as the principal underwriter (as defined in the Securities Act of
1933 and the Investment Company Act of 1940, as amended) of the variable
insurance products issued by the Company, which as of September 30, 1997, are
sold primarily through six broker/dealer institutions. The Company paid
commissions to DSI totaling $8,849,000 in the third quarter and $23,113,000
for the first nine months of 1997, ($17,070,000 for the period January 1, 1996
through August 13, 1996 and $1,955,000 for the period August 14, 1996 through
September 30, 1996).
Golden American provides certain managerial and supervisory services to DSI.
The fee for these services is calculated as a percentage of average assets in
the variable separate accounts. For the third quarter and the first nine
months of 1997, the fee was $736,000 and $2,014,000, respectively ($1,390,000
for the period January 1, 1996 through August 13, 1996 and $280,000 for the
period August 14, 1996 through September 30, 1996).
On August 14, 1996, the Company began purchasing investment management
services from an affiliate. Payments for these services totaled $263,000 for
the third quarter and $673,000 for the first nine months of 1997 ($3,000 for
the period August 14, 1996 through September 30, 1996). On August 14, 1996,
all employees of Golden American, except wholesalers, became statutory
employees of Equitable Life Insurance Company of Iowa ("Equitable Life"), an
affiliate.
Golden American has a guaranty agreement with Equitable Life. In
consideration of an annual fee, payable June 30, Equitable Life guarantees to
Golden American that it will make funds available, if needed, to Golden
American to pay the contractual claims made under the provisions of Golden
American's life insurance and annuity contracts. The agreement is not, and
nothing contained therein or done pursuant thereto by Equitable Life shall be
deemed to constitute, a direct or indirect guaranty by Equitable Life of the
payment of any debt or other obligation, indebtedness or liability, of any
kind or character whatsoever, of Golden American. The agreement does not
guarantee the value of the underlying assets held in separate accounts in
which funds of variable life insurance and variable annuity policies have
been invested. The calculation of the annual fee is based on risk based
capital. As Golden American's risk based capital level was above required
amounts, no annual fee was payable.
SURPLUS NOTE: On December 17, 1996, Golden American issued a 8.25% surplus
note in the amount of $25,000,000 to Equitable. Golden American made interest
payments totaling $510,000 during the third quarter and $1,548,000 during the
first nine months of 1997. On December 17, 1996, Golden American contributed
the $25,000,000 to First Golden acquiring 200,000 shares of common stock (100%
of outstanding stock) of First Golden.
LINE OF CREDIT: Golden American maintains a line of credit agreement with
Equitable to facilitate the handling of unusual and/or unanticipated short-
term cash requirements. Under the current agreement, which became effective
December 1, 1996 and expires on December 31, 1997, Golden American can borrow
up to $25,000,000. Interest on any borrowings is charged at the rate of
Equitable's monthly average aggregate cost of short-term funds plus 1.00%.
The Company incurred interest expense of $165,000 during the third quarter
and $279,000 during the first nine months of 1997 under this agreement. At
September 30, 1997, $16,960,000 was outstanding under this agreement.
NOTE 6 -- COMMITMENTS AND CONTINGENCIES
REINSURANCE: At September 30, 1997, Golden American had reinsurance treaties
with 5 unaffiliated reinsurers covering a significant portion of the mortality
risks under its variable contracts. Golden American remains liable to the
extent its reinsurers do not meet their obligations under the reinsurance
agreements. At September 30, 1997, the Company has a net payable of $4,000 for
reserve credits, reinsurance claims or other receivables from these reinsurers
comprised of $199,000 for claims recoverable from reinsurers and a payable of
$203,000 for reinsurance premiums. Included in the accompanying financial
statements are net considerations to reinsurers of $467,000 during the third
quarter and $1,318,000 for the first nine months of 1997 ($467,000 and
$600,000 for the periods August 14, 1996 through September 30, 1996 and for
January 1, 1996 through August 13, 1996, respectively). Also included in the
accompanying financial statements are net policy benefits of $142,000 during
the third quarter and $571,000 for the first nine months of 1997 ($206,000 and
$1,267,000 for the periods August 14, 1996 through September 30, 1996 and for
January 1, 1996 through August 13, 1996, respectively).
Effective June 1, 1994, Golden American entered into a modified coinsurance
agreement with an unaffiliated reinsurer. The accompanying financial
statements are presented net of the effects of the treaty which resulted in
other income of $430,000 in 1997.
INVESTMENT COMMITMENTS: At September 30, 1997, outstanding commitments to
fund mortgage loans on real estate totaled $9,175,000.
GUARANTY FUND ASSESSMENTS: Assessments are levied on the Company by life and
health guaranty associations in most states in which the Company is licensed
to cover losses of policyholders of insolvent or rehabilitated insurers. In
some states, these assessments can be partially recovered through a reduction
in future premium taxes. The Company cannot predict whether and to what
extent legislative initiatives may affect the right to offset. The
associated cost for a particular insurance company can vary significantly
based upon its fixed account premium volume by line of business and state
premiums levels as well as its potential for premium tax offset. The Company
has established a reserve to cover such assessments and regularly reviews
information regarding known failures and revises its estimates of future
guaranty fund assessments. Accordingly, the Company accrued and charged to
expense an additional $135,000 for the third quarter and $417,000 for the
first nine months of 1997. At September 30, 1997, the Company has an
undiscounted reserve of $1,188,000 to cover estimated future assessments (net
of related anticipated premium tax credits) and has established an asset
totaling $22,000 for assessments paid which may be recoverable through future
premium tax offsets. The Company believes this reserve is sufficient to cover
expected future insurance guaranty fund assessments, based upon previous
premium levels, and known insolvencies at this time.
LITIGATION: The Company is not involved in any legal proceeding as of the
date of this report.
VULNERABILITY FROM CONCENTRATIONS: The Company has various concentrations in
its investment portfolio (see Note 2 for further information). The Company's
asset growth, net investment income and cash flow are primarily generated
from the sale of variable products and associated future policy benefits and
separate account liabilities. A significant portion of the Company's sales
are generated by six broker/dealers. Substantial changes in tax laws that
would make these products less attractive to consumers, extreme fluctuations
in interest rates or stock market returns which may result in higher lapse
experience than assumed, could cause a severe impact to the Company's
financial condition.
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
consolidated results of operations. In addition, some analysis and
information regarding financial condition and liquidity and capital resources
has also been provided. This analysis should be read in conjunction with the
condensed consolidated financial statements and related notes which appear
elsewhere in this report. The Company reports financial results on a
consolidated basis. The consolidated condensed financial statements include
the accounts of Golden American Life Insurance Company ("Golden American") and
its subsidiary, First Golden American Life Insurance Company of New York
("First Golden", and collectively with Golden American the "Company").
RESULTS OF OPERATIONS
_____________________
CHANGE IN CONTROL
On August 13, 1996, Equitable of Iowa Companies ("Equitable") acquired all of
the outstanding capital stock of BT Variable, Inc. ("BT Variable") and its
wholly-owned subsidiaries Golden American and Directed Services Inc. ("DSI")
for $144,000,000. The purchase price consisted of $93,000,000 in cash paid
to Whitewood (parent of BT Variable) and $51,000,000 in cash paid to Bankers
Trust (parent of Whitewood) to retire certain debt owed by BT Variable to
Bankers Trust. Subsequent to the acquisition, the BT Variable, Inc. name was
changed to EIC Variable, Inc. On April 30, 1997, EIC Variable, Inc. was
liquidated and its investments in Golden American and DSI were transferred to
Equitable while the remainder of its net assets were contributed to Golden
American.
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. This acquisition resulted in a new
basis of accounting reflecting estimated fair values of assets and
liabilities at that date. As a result, the Company's financial statements for
periods subsequent to August 13, 1996, are presented on the Post-Acquisition
new basis of accounting, while the financial statements prior to August 13,
1996 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 of $41,113,000 was established
for the excess of the acquisition cost over the fair value of the assets and
liabilities and pushed down to Golden American. The acquisition cost was
preliminary with respect to the final settlement of taxes with Bankers Trust
and estimated expenses. At June 30, 1997, goodwill was increased by
$1,848,000 to adjust the value of a receivable existing at the acquisition
date. The allocation of the purchase price to Golden American was
approximately $139,872,000. Goodwill resulting from the acquisition is being
amortized over 25 years on a straight line basis. The carrying value will be
reviewed periodically for any indication of impairment in value.
PREMIUMS
<TABLE>
<CAPTION>
POST-ACQUISITION COMBINED PRE-ACQUISITION
_____________________________ _____________ ________________
|For the Period| Nine Months | For the Period
Nine Months | August 14, | ended | January 1,
ended | 1996 through |September 30,| 1996 through
September 30, |September 30, | 1996 | August 13,
1997 | 1996 | Combined | 1996
__________________________________|______________|_____________|________________
| (Dollars in thousands) |
<S> <C> | <C> | <C> | <C>
Variable annuity | | |
premiums: | | |
Separate account $149,726 | $13,911 | $140,930 | $127,019
Fixed account 228,524 | 16,075 | 147,428 | 131,353
______________|______________|_____________|________________
Total variable annuity | | |
premiums 378,250 | 29,986 | 288,358 | 258,372
Variable life | | |
premiums 13,639 | 1,451 | 11,957 | 10,506
______________|______________|_____________|________________
Total premiums $391,889 | $31,437 | $300,315 | $268,878
============================================================
</TABLE>
Variable annuity separate account and variable life premiums increased 6.2%
and 14.1%, respectively, during the first nine months of 1997. The fixed
account portion of the Company's variable annuity premiums increased 55.0%
during the first nine months of 1997 due to the Company's marketing emphasis
on fixed rates during the second and third quarters of 1997. Premiums, net
of reinsurance, for variable products from six significant sellers totaled
$299,200,000 or 76% of total premiums for the first nine months of 1997.
REVENUES
<TABLE>
<CAPTION>
POST-ACQUISITION COMBINED PRE-ACQUISITION
______________________________ ______________ ________________
|For the Period | Nine Months | For the Period
Nine Months | August 14, | ended | January 1,
ended | 1996 through |September 30, | 1996 through
September 30, | September 30, | 1996 | August 13,
1997 | 1996 | Combined | 1996
_______________________________|_______________|______________|________________
| (Dollars in thousands) |
<S> <C> | <C> | <C> | <C>
Annuity and | | |
interest sensi- | | |
tive life | | |
product charges $15,937 | $2,397 | $14,656 | $12,259
Management fee | | |
revenue 2,014 | 280 | 1,670 | 1,390
Net investment | | |
income 18,955 | 1,656 | 6,646 | 4,990
Realized gains | | |
(losses) on | | |
investments 58 | -- | (420)| (420)
Other income 427 | 143 | 213 | 70
______________|_______________|______________|________________
$37,391 | $4,476 | $22,765 | $18,289
==============================================================
</TABLE>
Total revenues increased 64.3% in the first nine months of 1997. Annuity and
interest sensitive life product charges increased 8.7% in the first nine
months of 1997 due to additional fees earned from the increasing block of
business under management in the Separate Accounts and an increase in the
collection of surrender charges.
Golden American provides certain managerial and supervisory services to DSI.
This fee, calculated as a percentage of average assets in the variable
separate accounts, was $2,014,000 for the first nine months of 1997 ($280,000
and $1,390,000 for the periods August 14, 1996 through September 30, 1996 and
January 1, 1996 through August 13, 1996, respectively).
Net investment income increased 185.2% in the first nine months of 1997 due
to the increase in invested assets. The company had $58,000 of realized gains
on the sale of investments in the first nine months of 1997, compared a loss
of $420,000 in the same period of 1996.
Other income increased 100.8% in the first nine months of 1997 primarily as a
result of increased income from a modified coinsurance agreement with an
unaffiliated reinsurer.
EXPENSES
Total insurance benefits and expenses increased $14,612,000, or 70.9%, to
$35,221,000 in the first nine months of 1997. Interest credited to account
balances increased $10,861,000, or 181.7% to $16,840,000 in the first nine
months of 1997 as a result of higher account balances associated with the
Company's fixed account option within its variable products. Benefit claims
incurred in excess of account balances decreased $772,000, or 86.8%, to
$118,000 in the first nine months of 1997.
Commissions increased $4,656,000 or 24.9%, to $23,323,000, in the first nine
months of 1997. Insurance taxes increased $308,000 or 22.3%, to $1,693,000,
in the first nine months of 1997. Increases and decreases in commissions and
insurance taxes are generally related to changes in the level of variable
product sales. Insurance taxes are impacted by several other factors as well
as the level of variable product sales. These factors include an increase in
FICA taxes primarily due to bonuses and an increase in state licenses and
fees. Most costs incurred as the result of new sales have been deferred, thus
having very little impact on earnings.
General expenses increased $613,000 or 5.6%, to $11,552,000, in the first
nine months of 1997. The Company uses a network of wholesalers to distribute
its products and the salaries of these wholesalers are included in general
expenses. The portion of these salaries and related expenses which vary with
sales production levels are deferred, thus having little impact on earnings.
Management expects general expenses to continue to increase in 1997 as a
result of the emphasis on expanding the salaried wholesaler distribution
network and certain expenses associated with the merger occurring on October
24, 1997.
The Company's deferred policy acquisition costs ("DPAC"), previous balance of
present value of in force acquired ("PVIF") and unearned revenue reserve were
eliminated as of the purchase date, and an asset of $85,796,000 representing
the PVIF was established for all policies in force at the acquisition date.
The amortization of PVIF and DPAC increased $1,420,000, or 31.7%, in the
first nine months of 1997. During the second quarter of 1997, PVIF was
unlocked by $2,293,000 to reflect narrower current spreads than the gross
profit model assumed. Based on current conditions and assumptions as to the
impact of future events on acquired policies in force, amortization of PVIF
is expected to be approximately $2,300,000 for the remainder of 1997,
$10,100,000 in 1998, $9,600,000 in 1999, $8,300,000 in 2000, $7,200,000 in
2001 and $6,100,000 in 2002. Actual amortization may vary based upon changes
in assumptions and experience. The elimination of the unearned revenue
reserve, related to in force acquired at the acquisition date, will result in
lower annuity and interest sensitive life product charges compared to pre-
acquisition levels on the in force acquired.
Amortization of goodwill during the first nine months of 1997 totaled
$1,261,000. Goodwill resulting from the acquisition is being amortized on a
straight-line basis over 25 years and is expected to approximate $1,645,000
annually.
Interest expense on the surplus note issued in December 1996, was $1,548,000,
in the first nine months of 1997. The Company also paid $279,000 in the first
nine months of 1997 to Equitable for interest on the line of credit.
INCOME
Net income for the first nine months of 1997 was $342,000, a decrease of
$3,130,000, or 90.2%, from the same period of 1996.
FINANCIAL CONDITION
___________________
INVESTMENTS
The financial statement carrying value of the Company's total investment
portfolio grew 46.0% in the first nine months of 1997. The amortized cost
basis of the Company's total investment portfolio grew 44.8% during the same
period. All of the Company's investments, other than mortgage loans, are
carried at fair value in the Company's financial statements. As such, growth
in the carrying value of the Company's investment portfolio included changes
in unrealized appreciation and depreciation of fixed maturity and equity
securities as well as growth in the cost basis of these securities. Growth
in the cost basis of the Company's investment portfolio resulted from the
investment of premiums from the sale of the Company's fixed account option.
The Company manages the growth of its insurance operations in order to
maintain adequate capital ratios.
To support the fixed account option of the Company's variable insurance
products, cash flow was invested primarily in fixed maturity securities and
mortgage loans. At September 30, 1997, the Company's investment portfolio at
amortized cost was $455,843,000 with a yield of 7.1% and carrying value of
$460,115,000.
FIXED MATURITY SECURITIES: At September 30, 1997, the company had fixed
maturities with an amortized cost of $384,765,000 and an estimated fair value
of $389,172,000. The ratings assigned by Standard & Poor's Corporation
("Standard & Poor's") to the individual securities in the Company's fixed
maturities portfolio (at amortized cost) include investment grade securities
comprising U.S. governments, agencies and AAA to BBB- corporates
($340,910,000 or 88.6%), and below investment grade securities BB+ to BB-
($41,101,000 or 10.7%). Securities not rated by Standard & Poor's had an
NAIC rating of 1 or 3 ($2,754,000 or 0.7%).
The Company classifies 100% of its securities as available for sale. On
September 30, 1997, fixed income securities with an amortized cost of
$384,765,000 and an estimated fair value of $389,172,000 were designated as
available for sale. Net unrealized appreciation of fixed maturity securities
of $4,407,000 was comprised of gross appreciation of $4,645,000 and gross
depreciation of $238,000. Unrealized holding gains on these securities, net
of adjustments to deferred policy acquisition costs, present value of in
force acquired and deferred income taxes, increased stockholder's equity by
$2,025,000 at September 30, 1997.
The Company began investing in below investment grade securities during 1996.
At September 30, 1997, the amortized cost value of the Company's total
investment in below investment grade securities was $38,951,000, or 8.5%, of
the Company's investment portfolio. The Company intends to purchase
additional below investment grade securities, but it does not expect the
percentage of its portfolio invested in below investment grade securities to
exceed 10% of its investment portfolio. At September 30, 1997, the yield at
amortized cost on the Company's below investment grade portfolio was 8.7%
compared to 6.8% for the Company's investment grade corporate bond portfolio.
The Company estimates the fair value of its below investment grade portfolio
was $39,813,000, or 102.2% of amortized cost value, at September 30, 1997.
Below investment grade securities have different characteristics than
investment grade corporate debt securities. Risk of loss upon default by the
borrower is significantly greater with respect to below investment grade
securities than with other corporate debt securities. Below investment grade
securities are generally unsecured and are often subordinated to other
creditors of the issuer. Also, issuers of below investment grade securities
usually have higher levels of debt and are more sensitive to adverse economic
conditions, such as recession or increasing interest rates, than are
investment grade issuers. The Company attempts to reduce the overall risk in
its below investment grade portfolio, as in all of its investments, through
careful credit analysis, strict investment policy guidelines, and
diversification by company and by industry.
The Company analyzes its investment portfolio, including below investment
grade securities, at least quarterly in order to determine if its ability to
realize its carrying value on any investment has been impaired. For debt and
equity securities, if impairment in value is determined to be other than
temporary (i.e. if it is probable that the Company will be unable to collect
all amounts due according to the contractual terms of the security), the cost
basis of the impaired security is written down to fair value, which becomes
the security's new cost basis. The amount of the write-down is included in
earnings as a realized loss. Future events may occur, or additional or updated
information may be received, which may necessitate future write-downs of
securities in the Company's portfolio. Significant write-downs in the
carrying value of investments could materially adversely affect the Company's
net income in future periods.
During the first nine months of 1997, fixed maturity securities designated as
available for sale with a combined amortized cost of $23,792,000 were called
or repaid by their issuers. In total, net pre-tax gains from sales, calls
and repayments of fixed maturity investments amounted to $58,000 in the first
nine months of 1997.
At September 30, 1997, no fixed maturity securities were deemed to have
impairments in value that are other than temporary. The Company's fixed
maturity investment portfolio had a combined yield at amortized cost of 7.1%
at September 30, 1997.
EQUITY SECURITIES: At September 30, 1997, the Company owned equity
securities with a combined cost of $4,901,000 and an estimated fair value of
$4,766,000. Gross unrealized depreciation of equity securities totaled
$135,000. Equity securities are primarily comprised of the Company's
investment in shares of the mutual funds underlying the Company's registered
separate accounts.
MORTGAGE LOANS: Mortgage loans represent 14.1% of the Company's investment
portfolio. Mortgages outstanding were $64,500,000 at September 30, 1997, with
an estimated fair value of $66,514,000. The Company's mortgage loan portfolio
includes 39 loans with an average size of $1,654,000 and average seasoning of
1.2 years if weighted by the number of loans, and .5 years if weighted by
mortgage loan carrying values. The Company's mortgage loans are typically
secured by occupied buildings in major metropolitan locations and not
speculative developments, and are diversified by type of property and
geographic location. At September 30, 1997, the yield on the Company's
mortgage loan portfolio was 7.8%.
At September 30, 1997, no mortgage loans were delinquent by 90 days or more.
The Company does not expect to incur material losses from its mortgage loan
portfolio. The Company's loan investment strategy is consistent with other
life insurance subsidiaries of its ultimate parent, Equitable. Equitable has
experienced a historically low default rate in its mortgage loan portfolio
and has been able to recover 100.8% of the principal amount of problem
mortgages resolved in the last three years.
At September 30, 1997, the Company had no investments in default. The Company
estimates its total investment portfolio, excluding policy loans, had a fair
value approximately equal to 101.4% of its amortized cost value for accounting
purposes at September 30, 1997.
OTHER ASSETS
Accrued investment income increased $2,762,000 during the first nine months
of 1997 due to an increase in the overall size of the portfolio resulting
from the investment of premiums allocated to the fixed account option of the
Company's variable products.
The Company's DPAC and previous balance of PVIF were eliminated as of the
purchase date, and an asset representing the PVIF was established for all
policies in force at the acquisition date. PVIF is amortized into income in
proportion to 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 are deferred and amortized. At September 30, 1997, the
Company had DPAC and PVIF balances of $34,638,000 and $78,156,000,
respectively.
Goodwill totaling $41,113,000, representing the excess of the acquisition
cost over the fair value of net assets acquired, was established at the
acquisition date. At June 30, 1997, goodwill was increased by $1,848,000 to
adjust the value of a receivable existing at the acquisition date.
Amortization of goodwill through September 30, 1997, was $1,261,000.
At September 30, 1997, the Company had $1,539,859,000 of separate account
assets compared to $1,207,247,000 at December 31, 1996. The increase in
separate account assets is due to growth in sales of the Company's variable
annuity and variable life separate account products.
At September 30, 1997, the Company had total assets of $2,194,532,000, a
30.8% increase from December 31, 1996.
LIABILITIES
In conjunction with the volume of variable insurance sales, the Company's
total liabilities increased $513,496,000, or 33.4%, during the first nine
months of 1997 and totaled $2,050,911,000 at September 30, 1997. Future
policy benefits for annuity and interest sensitive life products increased
$155,154,000, or 54.4%, to $440,441,000 reflecting premium growth in the
Company's fixed account option of its variable products. Premium growth, net
of redemptions and market appreciation also accounted for the $332,612,000,
or 27.6%, increase in separate account liabilities to $1,539,859,000 at
September 30, 1997.
On December 17, 1996, Golden American issued a $25,000,000, 8.25% surplus
note to Equitable. The note matures on December 17, 2026. During the nine
months ended September 30, 1997, Golden American made interest payments
totaling $1,548,000. On December 17, 1996, Golden American contributed the
$25,000,000 to First Golden, acquiring 200,000 shares of common stock (100%
of shares outstanding) of First Golden.
Golden American maintains a line of credit agreement with Equitable to
facilitate the handling of unusual and/or unanticipated short-term cash
requirements. Under the current agreement, which became effective December
1, 1996 and expires on December 31, 1997, Golden American can borrow up to
$25,000,000. Interest on any borrowings is charged at the rate of Equitable's
monthly average aggregate cost of short-term funds plus 1.00%. The Company
incurred interest expense of $279,000 during the first nine months of 1997
under this agreement. At September 30, 1997, $16,960,000 was outstanding
under this agreement.
The effects of inflation and changing prices on the Company are not material
since insurance assets and liabilities are both primarily monetary and remain
in balance. An effect of inflation, which has been low in recent years, is a
decline in purchasing power when monetary assets exceed monetary liabilities.
LIQUIDITY AND CAPITAL RESOURCES
_______________________________
The liquidity requirements of the Company are met by cash flow from variable
insurance premiums, investment income and maturities of fixed maturity
investments and mortgage loans. The Company primarily uses funds for the
payment of insurance benefits, commissions, operating expenses and the
purchase of new investments.
The Company's home office operations are currently housed in a leased
location in Wilmington, Delaware and a leased location in New York, New York.
The Company intends to spend $1,200,000 on capital needs during 1997.
The ability of Golden American to pay dividends to its parent is restricted
because prior approval of insurance regulatory authorities is required for
payment of dividends to the stockholder which exceed an annual limitation.
During the remainder of 1997, Golden American could pay dividends to its
parent of approximately $2,186,000 without prior approval of statutory
authorities. The Company has maintained adequate statutory capital and
surplus and has not used surplus relief or financial reinsurance, which have
come under scrutiny by many state insurance departments.
The NAIC's risk-based capital requirements require insurance companies to
calculate and report information under a risk-based capital formula. These
requirements are intended to allow insurance regulators to identify
inadequately capitalized insurance companies based upon the type and mixture
of risks inherent in the company's operations. The formula includes
components for asset risk, liability risk, interest rate exposure and other
factors. Golden American and First Golden have complied with the NAIC's risk-
based capital reporting requirements. Amounts reported indicate that Golden
American and First Golden have total adjusted capital well above all required
capital levels.
SURPLUS NOTE: On December 17, 1996, Golden American issued a surplus note in
the amount of $25,000,000 to Equitable. The note matures on December 17,
2026 and accrues interest of 8.25% per annum until paid. The note and accrued
interest thereon shall be subordinate to payments due to policyholders,
claimant and beneficiary claims, as well as debts owed to all other classes
of debtors of Golden American. Any payment of principal made shall be
subject to the prior approval of the Delaware Insurance Commissioner. On
December 17, 1996, Golden American contributed the $25,000,000 to First
Golden acquiring 200,000 shares of common stock (100% of shares outstanding)
of First Golden.
LINE OF CREDIT: Golden American maintains a line of credit agreement with
Equitable to facilitate the handling of unusual and/or unanticipated short-
term cash requirements. The maximum borrowing allowed under this facility is
$25,000,000 expiring on December 31, 1997. At September 30, 1997,
$16,960,000 was outstanding under this agreement.
YEAR 2000 PROJECT: The Company has studied its computer software and hardware
to determine its exposure to the change of the century date issue (year 2000
date problem). The only system affected by this issue is a system maintained
by an affiliate who will incur the related costs.
MERGER: On October 23, 1997, Equitable of Iowa Companies ("Equitable")
shareholders approved the Agreement and Plan of Merger ("Merger Agreement")
dated as of July 7, 1997, among Equitable, PFHI Holdings, Inc. ("PFHI"), and
ING Groep N.V ("ING"). On October 24, 1997, PFHI, a Delaware corporation,
acquired all of the outstanding capital stock of Equitable pursuant to the
Merger Agreement. PFHI is a wholly-owned subsidiary of ING, a global
financial services holding company based in The Netherlands. Equitable, an
Iowa corporation, in turn, owns all the outstanding capital stock of Equitable
Life Insurance Company of Iowa and Golden American Life Insurance Company and
their wholly-owned subsidiaries. Equitable also owns all the outstanding
capital stock of Locust Street Securities, Inc., Equitable Investment
Services, Inc., Directed Services, Inc., Equitable of Iowa Companies Capital
Trust, Equitable of Iowa Companies Capital Trust II and Equitable of Iowa
Securities Network, Inc. In exchange for the outstanding capital stock of
Equitable, ING will pay total consideration of approximately $2,200,000,000
in cash and stock plus the assumption of approximately $400,000,000 in debt
according to the Merger Agreement. As a result of the merger, Equitable of
Iowa Companies was merged into PFHI which was simultaneously renamed
Equitable of Iowa Companies, Inc.
ACCOUNTING TREATMENT: The merger will be accounted for as a purchase
resulting in a new basis of accounting, reflecting estimated fair values for
assets and liabilities for Equitable and its subsidiaries as of the date of
the merger. The excess of the total acquisition cost over the fair value of
the net assets acquired will be recorded as goodwill.
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 and stock market performance, 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. Increasing competition in the sale of the Company's products.
5. Other factors affecting the performance of the Company, including, but
not limited to, market conduct claims and other litigation, insurance
industry insolvencies, investment performance of the underlying
portfolios of the variable products, variable product design and sales
volume by significant sellers of the Company's variable products.
PART II. OTHER INFORMATION
Item 2-4. CHANGES IN SECURITIES, DEFAULTS UPON SENIOR SECURITIES AND
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Information called for by items 2 through 4 of this part is
omitted pursuant to General Instruction H(2)(b) of Form 10Q.
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, 1997 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, 1997
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.
(b) Agreement and Plan of Merger dated as of July 7, 1997 among ING
Groep N.V., PFHI Holdings, Inc., and Equitable (incorporated by
reference from Exhibit 2 in Equitable's From 8-K filed July 11,
1997)
3 ARTICLES OF INCORPORATION AND BY-LAWS
(a) Articles of Incorporation of Golden American Life Insurance
Company ("Registrant") (incorporated by reference from Post-
Effective Amendment No. 17 to Registrant's Registration Statement
of Form N-4 filed with the Securities and Exchange Commission
("the SEC") 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 SEC on July 27, 1988
(File No. 33-23351))
(ii) By-laws of Golden American Life Insurance Company, as amended
(incorporated by reference from Post-Effective Amendment No. 5 to
Registrant's Registration Statement on Form N-4 filed with the SEC
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
Registrant's Registration Statement on Form N-3 filed with
the SEC 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 Post-Effective
Amendment No. 17 to Registrant's Registration Statement filed
with the SEC on May 2, 1994 (File No. 33-23351))
4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
(a) Individual Deferred Combination Variable and Fixed Annuity
Contract (incorporated by reference from Exhibit 4(a) to Pre-
Effective Amendment No. 1 to Registrant's Registration Statement
on Form S-1 filed with the SEC on or about February 13, 1995
(File No. 33-87272))
(b) Discretionary Group Deferred Combination Variable and Fixed
Annuity Contract Application (incorporated by reference from
Exhibit 4(b) to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form S-1 filed with the SEC on or about
February 13, 1995 (File No. 33-87272))
(c) Individual Deferred Combination Variable and Fixed Annuity
Application (incorporated by reference from Exhibit 4(c) to
Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form S-1 filed with the SEC on or about February 13,
1995 (File No. 33-87272))
INDEX
Exhibits to Form 10-Q
Nine Months ended September 30, 1997
GOLDEN AMERICAN LIFE INSURANCE COMPANY
(d) Group Deferred Combination Variable and Fixed Annuity Enrollment
Form (incorporated by reference from Exhibit 4(d) to Pre-
Effective Amendment No. 1 to Registrant's Registration Statement
on Form S-1 filed with the SEC on or about February 13, 1995
(File No. 33-87272))
(e) Individual Deferred Combination Variable and Fixed Annuity
Contract (incorporated by reference from Exhibit 4(e) to
Amendment No. 4 of Registrant's Registration Statement on Form
S-1 filed with the SEC on or about May 1, 1996
(File No. 33-87272))
(f) Discretionary Group Deferred Combination Variable Annuity
Contract (incorporated by reference from Exhibit 4(f) to
Amendment No.4 of Registrant's Registration Statement on Form
S-1 filed with the SEC on or about May 1, 1996
(File No. 33-87272))
(g) Individual Deferred Combination Variable Annuity Contract
(incorporated by reference from Exhibit 4(g) to Amendment No. 4
of Registrant's Registration Statement on Form S-1 filed with
the SEC on or about May 1, 1996 (File No. 33-87272))
(h) Individual Deferred Combination Variable and Fixed Annuity
Application (incorporated by reference from Exhibit 4(k) to
Amendment No. 4 to Registrant's Registration Statement on Form
S-1 filed with the SEC on or about May 1, 1996
(File No. 33-87272))
(i) Group Deferred Combination Variable and Fixed Annuity Enrollment
Form (incorporated by reference from Exhibit 4(l) to Amendment
No. 4 of Registrant's Registration Statement on Form S-1 filed
with the SEC on or about May 1, 1996 (File No. 33-87272))
(j) Individual Deferred Variable Annuity Application (incorporated by
reference from Exhibit 4(m) to Amendment No. 4 of Registrant's
Registration Statement on Form S-1 filed with the SEC on or about
May 1, 1996 (File No. 33-87272))
27 FINANCIAL DATA SCHEDULE (ELECTRONIC FILING ONLY)
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THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONDENSED
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<MULTIPLIER> 1,000
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<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
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<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 389,172
<DEBT-CARRYING-VALUE> 0
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<EQUITIES> 4,766
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