SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 June 30, 2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 33-87272, 333-51353, 333-28765, 333-28681, 333-28743,
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333-51949, 333-65009, 333-66745, 333-76941,333-76945
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GOLDEN AMERICAN LIFE INSURANCE COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 41-0991508
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(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (610) 425-3400
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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 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 August 9, 2000.
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 PURSUANT TO GENERAL INSTRUCTION H(2).
Exhibit index - Page 21 Page 1 of 55
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FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Person for whom the Financial Information is given: Golden American Life Insurance Company
Condensed Consolidated Statements of Operations (Unaudited):
For the Three For the Three
Months Ended Months Ended
June 30, 2000 June 30, 1999
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(DOLLARS IN THOUSANDS)
<S> <C> <C>
Revenues:
Annuity and interest sensitive life product charges $36,305 $19,962
Management fee revenue 4,740 2,281
Net investment income 15,783 14,275
Realized losses on investments (1,328) (1,764)
Net income from modified coinsurance agreement 112,746 2,303
Other income 454 382
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168,700 37,439
Insurance benefits and expenses:
Annuity and interest sensitive life benefits:
Interest credited to account balances 48,438 46,034
Benefit claims incurred in excess of account balances 1,159 1,059
Underwriting, acquisition, and insurance expenses:
Commissions 54,682 47,459
General expenses 19,897 15,780
Insurance taxes, state licenses, and fees 1,107 1,340
Policy acquisition costs deferred 8,233 (87,588)
Amortization:
Deferred policy acquisition costs 18,027 5,991
Value of purchased insurance in force 1,034 1,724
Goodwill 944 944
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153,521 32,743
Interest expense 5,038 1,882
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158,559 34,625
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Income before income taxes 10,141 2,814
Income taxes 3,954 1,448
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Net income $6,187 $1,366
=======================================================
See accompanying notes.
2
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<CAPTION>
Condensed Consolidated Statements of Operations (Unaudited):
For the Six For the Six
Months Ended Months Ended
June 30, 2000 June 30, 1999
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(DOLLARS IN THOUSANDS)
<S> <C> <C>
Revenues:
Annuity and interest sensitive life product charges $71,975 $34,783
Management fee revenue 9,058 4,096
Net investment income 31,775 28,158
Realized losses on investments (2,637) (1,717)
Net income from modified coinsurance agreements 115,792 5,449
Other income 934 740
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226,897 71,509
Insurance benefits and expenses:
Annuity and interest sensitive life benefits:
Interest credited to account balances 102,445 82,427
Benefit claims incurred in excess of account balances 3,211 1,725
Underwriting, acquisition, and insurance expenses:
Commissions 112,158 83,226
General expenses 40,179 28,787
Insurance taxes, state licenses, and fees 2,910 2,511
Policy acquisition costs deferred (97,724) (149,988)
Amortization:
Deferred policy acquisition costs 35,757 10,713
Value of purchased insurance in force 2,278 3,231
Goodwill 1,889 1,889
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203,103 64,521
Interest expense 10,115 3,496
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213,218 68,017
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Income before income taxes 13,679 3,492
Income taxes 5,602 2,070
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Net income $8,077 $1,422
=======================================================
See accompanying notes.
3
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<CAPTION>
Condensed Consolidated Balance Sheets (Unaudited):
June 30, 2000 December 31, 1999
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(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C>
ASSETS
Investments:
Fixed maturities, available for sale, at fair value
(cost: 2000 - $832,167; 1999 - $858,052) $809,473 $835,321
Equity securities, at fair value (cost: 2000 - $9,671; 1999 - $14,952) 10,510 17,330
Mortgage loans on real estate 105,521 100,087
Policy loans 12,425 14,157
Short-term investments 114,084 80,191
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Total investments 1,052,013 1,047,086
Cash and cash equivalents 9,649 14,380
Reinsurance recoverable 17,597 14,834
Reinsurance recoverable from affiliate 1,798 --
Due from affiliates 3,958 637
Accrued investment income 10,094 11,198
Deferred policy acquisition costs 590,821 528,957
Value of purchased insurance in force 29,463 31,727
Current income taxes recoverable 3 35
Deferred income tax asset 16,912 21,943
Property and equipment, less allowances for depreciation of
$4,076 in 2000 and $3,229 in 1999 14,567 13,888
Goodwill, less accumulated amortization of $10,075 in 2000
and $8,186 in 1999 141,052 142,941
Other assets 4,199 2,514
Separate account assets 9,395,431 7,562,717
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Total assets $11,287,557 $9,392,857
================================================
LIABILITIES AND STOCKHOLDER'S EQUITY
Policy liabilities and accruals:
Future policy benefits:
Annuity and interest sensitive life products $991,442 $1,033,701
Unearned revenue reserve 6,828 6,300
Other policy claims and benefits 68 8
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998,338 1,040,009
Reciprocal loan from affiliate 40,000 --
Surplus notes 245,000 245,000
Revolving note payable -- 1,400
Due to affiliates 3,835 12,651
Other liabilities 40,080 53,231
Separate account liabilities 9,395,431 7,562,717
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10,722,684 8,915,008
Commitments and contingencies
Stockholder's equity:
Common stock, par value $10 per share, authorized, issued,
and outstanding 250,000 shares 2,500 2,500
Additional paid-in capital 548,640 468,640
Accumulated other comprehensive loss (10,207) (9,154)
Retained earnings 23,940 15,863
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Total stockholder's equity 564,873 477,849
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Total liabilities and stockholder's equity $11,287,557 $9,392,857
================================================
See accompanying notes.
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<CAPTION>
Condensed Consolidated Statements of Cash Flows (Unaudited):
For the Six For the Six
Months Ended Months Ended
June 30, 2000 June 30, 1999
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(DOLLARS IN THOUSANDS)
<S> <C> <C>
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $33,298 $(41,587)
INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
Fixed maturities - available for sale 123,182 90,910
Equity securities 5,195 --
Mortgage loans on real estate 3,281 3,606
Policy loans - net 1,732 --
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133,390 94,516
Acquisition of investments:
Fixed maturities - available for sale (100,936) (100,242)
Mortgage loans on real estate (8,887) --
Policy loans - net -- (1,158)
Short term investments - net (33,893) (26,394)
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(143,716) (127,794)
Net purchase of property and equipment (1,974) (5,324)
Issuance of reciprocal loan agreement receivables (16,900) --
Receipt of repayment of reciprocal loan agreement receivables 16,900 --
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Net cash used in investing activities (12,300) (38,602)
FINANCING ACTIVITIES
Proceeds from reciprocal loan agreement borrowings 177,900 265,800
Repayment of reciprocal loan agreement borrowings (137,900) (265,800)
Proceeds from revolving note payable 54,800 56,345
Repayment of revolving note payable (56,200) (56,295)
Receipts from annuity and interest sensitive life
policies credited to account balances 355,662 330,935
Return of account balances on annuity
and interest sensitive life policies (87,841) (66,732)
Net reallocations to Separate Accounts (412,150) (261,404)
Contribution from parent 80,000 80,000
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Net cash provided by (used in) financing activities (25,729) 82,849
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Increase (decrease) in cash and cash equivalents (4,731) 2,660
Cash and cash equivalents at beginning of period 14,380 6,679
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Cash and cash equivalents at end of period $9,649 $9,339
=================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest $12,649 $1,373
See accompanying notes.
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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) and (2) 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 six months
ended June 30, 2000 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2000. These financial statements
should be read in conjunction with the financial statements and related
footnotes included in the Golden American Life Insurance Company's annual report
on Form 10-K for the year ended December 31, 1999.
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 with
Golden American, collectively, the "Companies"). All significant intercompany
accounts and transactions have been eliminated.
ORGANIZATION
Golden American is a wholly owned subsidiary of Equitable of Iowa Companies,
Inc. ("EIC" or the "Parent"). EIC is an indirect wholly owned subsidiary of ING
Groep N.V., a global financial services holding company based in The
Netherlands.
STATUTORY
Net loss for Golden American as determined in accordance with statutory
accounting practices was $12,235,000 and $44,799,000 for the six months ended
June 30, 2000 and 1999, respectively. Total statutory capital and surplus was
$436,701,000 at June 30, 2000 and $368,928,000 at December 31, 1999.
RECLASSIFICATIONS
Certain amounts in the June 30, 1999, December 31, 1999, and March 31, 2000
financial statements have been reclassified to conform to the June 30, 2000
financial statement presentation.
NOTE 2 -- COMPREHENSIVE INCOME
Comprehensive income includes all changes in stockholder's equity during a
period except those resulting from investments by and distributions to the
stockholder. During the second quarters of 2000 and 1999, total comprehensive
income (loss) for the Companies amounted to $6,428,000 and $(828,000),
respectively, and $7,024,000 and $(2,077,000) for the six months ended June 30,
2000 and 1999, respectively. Included in these amounts are total comprehensive
income (loss) for First Golden of $41,000 and $(226,000) for the second quarters
of 2000 and 1999, respectively, and $110,000 and $(244,000) for the six months
ended June 30, 2000 and 1999, respectively. Other comprehensive income (loss)
excludes net investment gains (losses) included in net income which merely
represent transfers from unrealized to realized gains and losses. These amounts
totaled $(120,000) and $(2,348,000) during the second quarters of 2000 and 1999,
respectively, and $(588,000) and $(2,052,000) during the six months ended June
30, 2000 and 1999, respectively. Such amounts, which have been measured through
the date of sale, are net of income taxes and adjustments for value of purchased
insurance in force and deferred policy acquisition costs totaling $(1,200,000)
and $584,000 for the second quarters of 2000 and 1999, respectively, and
$(2,041,000) and $335,000 for the six months ended June 30, 2000 and 1999,
respectively.
NOTE 3 -- INVESTMENTS
INVESTMENT VALUATION ANALYSIS: The Companies analyze the investment portfolio at
least quarterly in order to determine if the carrying value of any investment
has been impaired. The carrying value of debt and equity securities is written
down to fair value by a charge to realized losses when an impairment in value
appears to be other than temporary.
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During the second quarter of 2000, Golden American determined that the carrying
value of an impaired bond exceeded its estimated net realizable value. As a
result, at June 30, 2000, Golden American recognized a total pre-tax loss of
approximately $142,000 to reduce the carrying value of the bond to its net
realizable value of $329,000.
During the second quarter of 1999, Golden American determined that the carrying
value of two bonds exceeded their estimated net realizable value. As a result,
at June 30, 1999, Golden American recognized a total pre-tax loss of $1,639,000
to reduce the carrying value of the bonds to their combined net realizable value
of $1,137,000.
NOTE 4 -- RELATED PARTY TRANSACTIONS
OPERATING AGREEMENTS: Directed Services, Inc. ("DSI"), an affiliate, acts as the
principal underwriter (as defined in the Securities Act of 1933 and the
Investment Company Act of 1940, as amended) and distributor of the variable
insurance products issued by the Companies. DSI is authorized to enter into
agreements with broker/dealers to distribute the Companies' variable insurance
products and appoint representatives of the broker/dealers as agents. The
Companies paid commissions to DSI totaling $53,398,000 and $109,252,000 in the
second quarter and the first six months of 2000, respectively ($45,503,000 and
$80,288,000, respectively, for the same periods of 1999).
Golden American provides certain managerial and supervisory services to DSI. The
fee paid by DSI for these services is calculated as a percentage of average
assets in the variable separate accounts. For the second quarter and six months
ended June 30, 2000, the fee was $4,740,000 and $9,058,000, respectively
($2,281,000 and $4,096,000, respectively, for the same periods of 1999).
The Companies have an asset management agreement with ING Investment Management
LLC ("ING IM"), an affiliate, in which ING IM provides asset management and
accounting services. Under the agreement, the Companies record a fee based on
the value of the assets managed by ING IM. The fee is payable quarterly. For the
second quarter and first six months of 2000, the Companies incurred fees of
$616,000 and $1,274,000, respectively, under this agreement ($576,000 and
$1,114,000, respectively, for the same periods of 1999).
Golden American has a guaranty agreement with Equitable Life Insurance Company
of Iowa ("Equitable Life"), an affiliate. 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. On June 30, 2000, Golden American incurred a fee of
$7,000, under this agreement. No annual fee was paid in 1999.
Golden American provides certain advisory, computer, and other resources and
services to Equitable Life. Revenues for these services, which reduced general
expenses incurred by Golden American, totaled $1,708,000 in the second quarter
of 2000 and $3,276,000 for the first six months of 2000 ($262,000 and $661,000,
respectively, for the same periods of 1999).
The Companies have a service agreement with Equitable Life in which Equitable
Life provides administrative and financial related services. Under this
agreement, the Companies incurred expenses of $355,000 in the second quarter of
2000 and $667,000 for the first six months of 2000 ($488,000 and $805,000,
respectively, for the same periods of 1999).
The Companies provide resources and services to DSI. Revenues for these
services, which reduced general expenses incurred by the Companies, totaled
$56,000 for the second quarter of 2000 and $108,000 for the first six months of
2000 ($241,000 and $483,000, respectively, for the same periods of 1999).
7
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Golden American provides resources and services to ING Mutual Funds Management
Co., LLC, an affiliate. Revenues for these services, which reduced general
expenses incurred by Golden American, totaled $165,000 for the second quarter of
2000 and $270,000 for the first six months of 2000 ($206,000 and $217,000,
respectively, for the same periods of 1999).
Golden American provides resources and services to United Life & Annuity
Insurance Company, an affiliate. Revenues for these services, which reduced
general expenses incurred by Golden American, totaled $149,000 for the second
quarter of 2000 and $318,000 for the first six months of 2000.
The Companies provide resources and services to Security Life of Denver
Insurance Company, an affiliate. Revenues for these services, which reduced
general expenses incurred by the Companies, totaled $56,000 for the second
quarter of 2000 and $108,000 for the first six months of 2000.
The Companies provide resources and services to Southland Life Insurance
Company, an affiliate. Revenues for these services, which reduced general
expenses incurred by the Companies, totaled $26,000 for the second quarter of
2000 and $52,000 for the first six months of 2000.
For the second quarter of 2000, the Companies received premiums, net of
reinsurance, for variable products sold through 5 affiliates, Locust Street
Securities, Inc. ("LSSI"), Vestax Securities Corporation ("Vestax"), DSI,
Multi-Financial Securities Corporation ("Multi-Financial"), and IFG Network
Securities, Inc. ("IFG"), of $9,500,000, $6,900,000, $100,000, $2,800,000, and
$1,500,000, respectively ($45,700,000, $32,600,000, $651,000, $7,900,000, and
$6,000,000, respectively, for the same period of 1999). For the first six months
of 2000, the Companies received premiums, net of reinsurance for variable
products sold through 5 affiliates, LSSI, Vestax, DSI, Multi-Financial, and IFG
of $67,000,000, $28,300,000, $800,000, $21,100,000, and $8,300,000, respectively
($75,300,000, $59,100,000, $2,300,000, $13,400,000 and $15,500,000,
respectively, for the same period of 1999).
MODIFIED COINSURANCE AGREEMENT: On June 30, 2000, effective January 1, 2000,
Golden American entered into a modified coinsurance agreement with Equitable
Life, an affiliate, covering a considerable portion of Golden American's
variable annuities issued in 2000, excluding those with an interest rate
guarantee. The accompanying financial statements are presented net of the
effects of the agreement.
RECIPROCAL LOAN AGREEMENT: Golden American maintains a reciprocal loan agreement
with ING America Insurance Holdings, Inc. ("ING AIH"), a Delaware corporation
and affiliate, to facilitate the handling of unusual and/or unanticipated
short-term cash requirements. Under this agreement, which became effective
January 1, 1998 and expires December 31, 2007, Golden American and ING AIH can
borrow up to $65,000,000 from one another. Prior to lending funds to ING AIH,
Golden American must obtain the approval of the Department of Insurance of the
State of Delaware. Interest on any Golden American borrowings is charged at the
rate of ING AIH's cost of funds for the interest period plus 0.15%. Interest on
any ING AIH borrowings is charged at a rate based on the prevailing interest
rate of U.S. commercial paper available for purchase with a similar duration.
Under this agreement, Golden American incurred interest expense of $254,000 and
$229,000 for the second quarters of 2000 and 1999, respectively, and $336,000
and $236,000 for the first six months of 2000 and 1999, respectively. Golden
American received interest income of $0 for the second quarter of 2000 and
$3,000 for the first six months of 2000. At June 30, 2000, Golden American had
borrowings of $40,000,000 from ING AIH under this agreement.
SURPLUS NOTES: On December 30, 1999, Golden American issued an 8.179% surplus
note in the amount of $50,000,000 to Equitable Life. The note matures on
December 29, 2029. Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary claims,
as well as debts owed to all other classes of debtors, other than surplus note
holders, of Golden American. Any payment of principal and/or interest made is
subject to the prior approval of the Delaware Insurance Commissioner. Under this
agreement, Golden American incurred interest expense of $1,022,000 for the
second quarter of 2000 and $2,056,000 for the first six months of 2000.
On December 8, 1999, Golden American issued a 7.979% surplus note in the amount
of $35,000,000 to First Columbine Life Insurance Company ("First Columbine"), an
affiliate. The note matures on December 7, 2029. Payment of the note and related
accrued interest is subordinate to payments due to policyholders, claimant and
beneficiary claims, as well as debts owed to all other classes of debtors, other
than surplus note holders, of Golden American. Any payment of principal and/or
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interest made is subject to the prior approval of the Delaware Insurance
Commissioner. Under this agreement, Golden American incurred interest expense of
$698,000 for the second quarter of 2000 and $1,575,000 for the first six months
of 2000.
On September 30, 1999, Golden American issued a 7.75% surplus note in the amount
of $75,000,000 to ING AIH. The note matures on September 29, 2029. Payment of
the note and related accrued interest is subordinate to payments due to
policyholders, claimant, and beneficiary claims, as well as debts owed to all
other classes of debtors, other than surplus note holders, of Golden American.
Any payment of principal and/or interest made is subject to the prior approval
of the Delaware Insurance Commissioner. Under this agreement, Golden American
incurred interest expense of $1,453,000 for the second quarter of 2000 and
$2,906,000 for the first six months of 2000. On December 30, 1999, ING AIH
assigned the note to Equitable Life.
On December 30, 1998, Golden American issued a 7.25% surplus note in the amount
of $60,000,000 to Equitable Life. The note matures on December 29, 2028. Payment
of the note and related accrued interest is subordinate to payments due to
policyholders, claimant, and beneficiary claims, as well as debts owed to all
other classes of debtors, other than surplus note holders, of Golden American.
Any payment of principal and/or interest made is subject to the prior approval
of the Delaware Insurance Commissioner. Under this agreement, Golden American
incurred interest expense of $1,087,000 and $1,088,000 for the second quarters
of 2000 and 1999, respectively, and $2,175,000 for the first six months of 2000,
unchanged from the same period in 1999.
On December 17, 1996, Golden American issued an 8.25% surplus note in the amount
of $25,000,000 to Equitable of Iowa Companies. The note matures on December 17,
2026. Payment of the note and related accrued interest is 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 is subject to the prior approval of the Delaware Insurance
Commissioner. Golden American incurred interest totaling $515,000 for the
quarter ended June 30, 2000, unchanged from the first quarter of 1999, and
$1,031,000 for the first six months of 2000, unchanged from the first six months
of 1999.
STOCKHOLDER'S EQUITY: During the second quarter of 2000 and first six months of
2000, Golden American received capital contributions from its Parent of $0 and
$80,000,000, respectively ($60,000,000 and $80,000,000, respectively, for the
same periods of 1999).
NOTE 5 -- COMMITMENTS AND CONTINGENCIES
REINSURANCE: At June 30, 2000, the Companies had reinsurance treaties with four
unaffiliated reinsurers and one affiliated reinsurer covering a significant
portion of the mortality risks under its variable contracts as of December 31,
1999. Golden American remains liable to the extent its reinsurers do not meet
their obligations under the reinsurance agreements. At June 30, 2000 and
December 31, 1999, the Companies had net receivables of $17,597,000 and
$14,834,000, respectively, for reserve credits, reinsurance claims, or other
receivables from these reinsurers comprised of $330,000 and $493,000,
respectively, for claims recoverable from reinsurers, $1,306,000 and $1,201,000,
respectively, for a payable for reinsurance premiums, and $18,573,000 and
$15,542,000, respectively, for a receivable from an unaffiliated reinsurer.
Included in the accompanying financial statements are net considerations to
reinsurers of $5,271,000 for the second quarter of 2000 and $7,908,000 for the
first six months of 2000 compared to $2,203,000 and $4,018,000 for the same
periods in 1999. Also included in the accompanying financial statements are net
policy benefits of $1,278,000 for the second quarter of 2000 and $1,835,000 for
the first six months of 2000 compared to $718,000 and $1,439,000 for the same
periods in 1999.
On June 30, 2000, effective January 1, 2000, Golden American entered into a
modified coinsurance agreement with Equitable Life, an affiliate, covering a
considerable portion of Golden American's variable annuities issued in 2000,
excluding those with an interest rate guarantee. At June 30, 2000, Golden
American had a net receivable of $1,798,000 and received $110,000,000 cash for a
total settlement of $111,798,000 under this agreement. The carrying value of the
separate account liabilities covered under this agreement represent 10.3% of
total separate account liabilities outstanding at June 30, 2000. Golden American
remains liable to the extent Equitable Life does not meet its obligations under
the agreement. The accompanying financial statements are presented net of the
effects of the agreement.
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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.
The reinsurance treaties that covered the nonstandard minimum guaranteed death
benefits for new business have been terminated for business issued after
December 31, 1999. The Companies are currently pursuing additional alternative
reinsurance agreements for new business issued after December 31, 1999. There
can be no assurance that such alternative agreements will be available. The
reinsurance covering business in force at December 31, 1999 will continue to
apply in the future.
GUARANTY FUND ASSESSMENTS: Assessments are levied on the Companies by life and
health guaranty associations in most states in which the Companies are licensed
to cover losses of policyholders of insolvent or rehabilitated insurers. In some
states, these assessments can be partially offset through a reduction in future
premium taxes. The Companies 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 as well as its
potential for premium tax offset. The Companies have established an undiscounted
reserve to cover such assessments, review information regarding known failures,
and revise estimates of future guaranty fund assessments. Accordingly, the
Companies accrued and charged to expense an additional $1,000 in the second
quarter and $2,000 in the first six months of 2000, respectively. At June 30,
2000 and December 31, 1999, the Companies have an undiscounted reserve of
$2,450,000 and $2,444,000, respectively, to cover estimated future assessments
(net of related anticipated premium tax offsets) and have established an asset
totaling $682,000 and $618,000, respectively, for assessments paid which may be
recoverable through future premium tax offsets. The Companies believe this
reserve is sufficient to cover expected future guaranty fund assessments based
upon previous premiums and known insolvencies at this time.
LITIGATION: The Companies, like other insurance companies, may be named or
otherwise involved in lawsuits, including class action lawsuits and
arbitrations. In some class action and other actions involving insurers,
substantial damages have been sought and/or material settlement or award
payments have been made. The Companies currently believe no pending or
threatened lawsuits or actions exist that are reasonably likely to have a
material adverse impact on the Companies.
VULNERABILITY FROM CONCENTRATIONS: The Companies have various concentrations in
the investment portfolio. As of June 30, 2000, the Companies had one investment
(other than bonds issued by agencies of the United States government) exceeding
ten percent of stockholder's equity. The Companies' asset growth, net investment
income, and cash flow are primarily generated from the sale of variable
insurance products and associated future policy benefits and separate account
liabilities. Substantial changes in tax laws that would make these products less
attractive to consumers and extreme fluctuations in interest rates or stock
market returns, which may result in higher lapse experience than assumed, could
have a severe impact on the Companies' financial condition. Two broker/dealers,
each having at least ten percent of total sales, generated 24% of the Companies'
sales during the second quarter of 2000 (28% by two broker/dealers in the same
period of 1999). One broker/dealer generated 12% of the Companies' sales during
the first six months of 2000 (29% by two broker/dealers in the same period of
1999). The Premium Plus product generated 74% and 75% of the Companies' sales
during the second quarter of 2000 and first six months of 2000, respectively
(79% and 77% in the same periods of 1999).
REVOLVING NOTE PAYABLE: To enhance short-term liquidity, the Companies
established revolving notes payable effective July 27, 1998 and expiring July
31, 1999 with SunTrust Bank, Atlanta (the "Bank"). As of July 31, 1999, the
SunTrust Bank, Atlanta revolving note facilities were extended to July 31, 2000.
The total amount the Companies may have outstanding is $85,000,000, of which
Golden American and First Golden have individual credit sublimits of $75,000,000
and $10,000,000, respectively. The notes accrue interest at an annual rate equal
to: (1) the cost of funds for the Bank for the period applicable for the advance
plus 0.25% or (2) a rate quoted by the Bank to the Companies for the advance.
The terms of the agreement require the Companies to maintain the minimum level
of Company Action Level Risk Based Capital as established by applicable state
law or regulation. During the quarters ended June 30, 2000 and 1999, the
Companies incurred interest expense of $8,000 and $50,000, respectively. During
the six months ended June 30, 2000 and 1999, the Companies incurred interest
expense of $36,000 and $54,000, respectively. At June 30, 2000, the Companies
did not have any borrowings under these agreements ($1,400,000 at December 31,
1999).
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS.
The purpose of this section is to discuss and analyze the Golden American Life
Insurance Company's ("Golden American") condensed consolidated results of
operations. In addition, some analysis and information regarding financial
condition and liquidity and capital resources is provided. This analysis should
be read jointly with the condensed consolidated financial statements, the
related notes, and the Cautionary Statement Regarding Forward-Looking
Statements, which appear elsewhere in this report. Golden American reports
financial results on a consolidated basis. The condensed consolidated financial
statements include the accounts of Golden American and its subsidiary, First
Golden American Life Insurance Company of New York ("First Golden," and
collectively with Golden American, the "Companies").
Golden American is a wholly owned subsidiary of Equitable of Iowa Companies,
Inc. ("EIC" or the "Parent"). EIC is an indirect wholly owned subsidiary of ING
Groep N.V. ("ING"), a global financial services holding company based in The
Netherlands.
RESULTS OF OPERATIONS
---------------------
PREMIUMS
<TABLE>
<CAPTION>
Percentage Dollar
Six Months Ended June 30 2000 Change Change 1999
-----------------------------------------------------------------------------------------------------------------------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Variable annuity premiums:
Separate account $765.7 (29.6)% $(322.1) $1,087.8
Fixed account 353.6 7.1 23.4 330.2
-----------------------------------------------------------------------------------
Total variable annuity premiums 1,119.3 (21.1) (298.7) 1,418.0
Variable life premiums 1.0 (78.1) (3.7) 4.7
-----------------------------------------------------------------------------------
Total premiums $1,120.3 (21.3)% $(302.4) $1,422.7
===================================================================================
</TABLE>
For the Companies' variable contracts, premiums collected are not reported as
revenues, but as deposits to insurance liabilities. Revenues for these products
are recognized over time in the form of investment spread and product charges.
Variable annuity separate account premiums decreased 29.6% during the first six
months of 2000 compared to the same period of 1999. Excluded from the variable
annuity separate account premiums above are $923.5 million and $50.7 million for
the first six months of 2000 and 1999, respectively, related to modified
coinsurance agreements.
Variable life premiums decreased 78.1% in the first six months of 2000 from the
same period of 1999. In August 1999, Golden American discontinued offering
variable life products.
Premiums, net of reinsurance, for variable products from a significant
broker/dealer having at least ten percent of total sales for the six months
ended June 30, 2000 totaled $131.4 million, or 12% of total premiums ($406.6
million, or 29% from two significant broker/dealers for the six months ended
June 30, 1999).
REVENUES
<TABLE>
<CAPTION>
Percentage Dollar
Six Months Ended June 30 2000 Change Change 1999
-----------------------------------------------------------------------------------------------------------------------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Annuity and interest sensitive
life product charges $72.0 106.9% $37.2 $34.8
Management fee revenue 9.0 121.2 4.9 4.1
Net investment income 31.8 12.8 3.7 28.1
Realized losses on investments (2.6) 53.6 (0.9) (1.7)
Net income from modified coinsurance
agreements 115.8 2,024.9 110.3 5.5
Other income 0.9 26.2 0.2 0.7
----------------------------------------------------------------------------------
$226.9 217.3% $155.4 $71.5
==================================================================================
</TABLE>
11
<PAGE>
Total revenues increased 217.3% in the first six months of 2000 from the same
period in 1999. Annuity and interest sensitive life product charges increased
106.9% in the first six months of 2000 due to additional fees earned from the
increasing block of business under management in the variable separate accounts.
Golden American provides certain managerial and supervisory services to Directed
Services, Inc. ("DSI"). The fee paid to Golden American for these services,
which is calculated as a percentage of average assets in the variable separate
accounts, was $9.0 million and $4.1 million for the first six months of 2000 and
1999, respectively.
Net investment income increased 12.8% in the first six months of 2000 due to
growth in invested assets from June 30, 1999. The Companies had $2.6 million of
realized losses on the sale of investments in the first six months of 2000 on
the sale of fixed maturities and the writedown of an impaired investment,
compared to losses of $1.7 million in the same period of 1999 related to the
writedown of two fixed maturities.
Net income from modified coinsurance agreements increased by $110.3 million to
$115.8 million for the first six months of 2000 as compared to the first six
months of 1999. This was primarily due to a modified coinsurance agreement which
was entered into during the second quarter of 2000, with an affiliate, Equitable
Life Insurance Company of Iowa ("Equitable Life"), covering a part of business
issued in 2000. This reinsurance agreement contributed $111.8 million to other
income in the second quarter of 2000, which was offset by a corresponding
release of deferred policy acquisition costs and reimbursement of non-deferrable
costs related to policies reinsured under this agreement.
EXPENSES
Total insurance benefits and expenses increased $138.6 million, or 214.8%, to
$203.1 million in the first six months of 2000. Interest credited to account
balances increased $20.0 million, or 24.3%, to $102.4 million in the first six
months of 2000. The premium credit on the Premium Plus product increased $22.3
million to $73.5 million at June 30, 2000 resulting in an increase in interest
credited during the first six months of 2000 compared to the same period in
1999. The bonus interest on the fixed account decreased $2.3 million to $4.8
million at June 30, 2000 resulting in a decrease in interest credited during the
first six months of 2000 compared to the same period in 1999. The remaining
increase in interest credited relates to higher account balances associated with
the Companies' fixed account options within the variable products relative to
the balances at June 30, 1999.
Commissions increased $28.9 million, or 34.8%, to $112.2 million in the first
six months of 2000. Insurance taxes, state licenses, and fees increased $0.4
million, or 15.9%, to $2.9 million in the first six months of 2000. Changes in
commissions and insurance taxes, state licenses, and fees are generally related
to changes in the level and composition of variable product sales. Insurance
taxes, state licenses, and fees are impacted by several other factors, which
include an increase in FICA taxes primarily due to incentive bonuses. Most costs
incurred as the result of new sales have been deferred, thus having very little
impact on current earnings.
General expenses increased $11.4 million, or 39.6%, to $40.2 million in the
first six months of 2000. Management expects general expenses to continue to
increase in 2000 as a result of the emphasis on expanding the salaried
wholesaler distribution network, the growth in sales, and the increased amounts
in force. The Companies use a network of wholesalers to distribute products, and
the salaries and sales bonuses of these wholesalers are included in general
expenses. The portion of these salaries and related expenses that varies
directly with production levels is deferred thus having little impact on current
earnings. The increase in general expenses was partially offset by
reimbursements received from the following affiliates: DSI, Equitable Life, ING
Mutual Funds Management Co., LLC, Security Life of Denver Insurance Company,
Southland Life Insurance Company, and United Life & Annuity Insurance Company,
for certain advisory, computer, and other resources and services provided by the
Companies.
During the first six months of 2000 and 1999, value of purchased insurance in
force ("VPIF") was adjusted to increase amortization by $0.7 million in each
period, respectively, to reflect changes in the assumptions related to the
timing of estimated gross profits. Amortization of deferred policy acquisition
costs ("DPAC") increased $25.0 million, or 233.8%, in the first six months of
2000. This increase resulted from the deferral of expenses associated with the
large sales volume experienced since June 30, 1999. Deferred policy acquisition
costs decreased $52.3 million or 34.8% in the first six months of 2000. During
the second quarter of 2000, a modified coinsurance agreement was entered into
which resulted in a $109.3 million release of previously deferred policy
12
<PAGE>
acquisition costs. Based on current conditions and assumptions as to the impact
of future events on acquired policies in force, the expected approximate net
amortization relating to VPIF as of June 30, 2000 is $1.9 million for the
remainder of 2000, $3.5 million in 2001, $3.3 million in 2002, $2.8 million in
2003, $2.2 million in 2004, and $1.7 million in 2005. Actual amortization may
vary based upon changes in assumptions and experience.
Interest expense increased 189.4%, or $6.6 million, to $10.1 million in the
first six months of 2000. Interest expense on a $25 million surplus note issued
December 1996 and expiring December 2026 was $1.0 million for the first six
months of 2000, unchanged from the same period of 1999. Interest expense on a
$60 million surplus note issued in December 1998 and expiring December 2028 was
$2.2 million for the first six months of 2000, unchanged from the same period of
1999. Interest expense on a $75 million surplus note, issued September 1999 and
expiring September 2029 was $2.9 million for the first six months of 2000.
Interest expense on a $50 million surplus note, issued December 1999 and
expiring December 2029 was $2.1 million for the first six months of 2000.
Interest expense on a $35 million surplus note issued December 1999 and expiring
December 2029 was $1.6 million for the first six months of 2000. Golden American
also paid $0.3 million in 2000 and $0.2 million in 1999 to ING America Insurance
Holdings, Inc. ("ING AIH") for interest on a reciprocal loan agreement. Interest
expense on a revolving note payable with SunTrust Bank, Atlanta was $36,000 and
$54,000 for the first six months of 2000 and 1999, respectively.
INCOME
Net income was $8.1 million for the first six months of 2000, an increase of
$6.7 million, or 468.0% from the same period of 1999.
Comprehensive income for the first six months of 2000 was $7.0 million, an
increase of $9.1 million from comprehensive loss of $2.1 million in the same
period of 1999.
FINANCIAL CONDITION
-------------------
INVESTMENTS
The financial statement carrying value and amortized cost basis of the
Companies' total investments increased slightly during the first six months of
2000. All of the Companies' investments, other than mortgage loans on real
estate, are carried at fair value in the Companies' financial statements. The
increase in the carrying value of the Companies' investment portfolio was due to
changes in unrealized appreciation and depreciation of investments as well as
net purchases. Growth in the cost basis of the Companies' investment portfolio
resulted from the investment of premiums from the sale of the Companies' fixed
account options, net of transfers to the separate accounts. The Companies manage
the growth of insurance operations in order to maintain adequate capital ratios.
To support the fixed account options of the Companies' variable insurance
products, cash flow is invested primarily in fixed maturities and mortgage loans
on real estate.
At June 30, 2000, the Companies had no investments in default. At June 30, 2000,
the Companies' investments had a yield of 6.7%. The Companies estimate the total
investment portfolio, excluding policy loans, had a fair value approximately
equal to 97.6% of amortized cost value at June 30, 2000.
FIXED MATURITIES: At June 30, 2000, the Companies had fixed maturities with an
amortized cost of $832.2 million and an estimated fair value of $809.5 million.
The Companies classify 100% of securities as available for sale. Net unrealized
depreciation of fixed maturities of $22.7 million was comprised of gross
appreciation of $0.6 million and gross depreciation of $23.3 million. Net
unrealized holding losses on these securities, net of adjustments for VPIF,
DPAC, and deferred income taxes of $7.0 million, were included in stockholder's
equity at June 30, 2000.
The individual securities in the Companies' fixed maturities portfolio (at
amortized cost) include investment grade securities, which include securities
issued by the U.S. government, its agencies, and corporations that are rated at
least A- by Standard & Poor's Rating Services ("Standard & Poor's") ($545.4
million or 65.5%), that are rated BBB+ to BBB- by Standard & Poor's ($136.4
million or 16.4%), and below investment grade securities, which are securities
issued by corporations that are rated BB+ to B- by Standard & Poor's ($53.8
million or 6.5%). Securities not rated by Standard & Poor's had a National
13
<PAGE>
Association of Insurance Commissioners ("NAIC") rating of 1, 2, 3, 4, or 5
($96.6 million or 11.6%). The Companies' fixed maturity investment portfolio had
a combined yield at amortized cost of 6.7% at June 30, 2000.
Fixed maturities rated BBB+ to BBB- may have speculative characteristics and
changes in economic conditions or other circumstances are more likely to lead to
a weakened capacity of the issuer to make principal and interest payments than
is the case with higher rated fixed maturities.
At June 30, 2000, the amortized cost value of the Companies' total investments
in below investment grade securities, excluding mortgage-backed securities, was
$67.3 million, or 6.3%, of the Companies' investment portfolio. The Companies
intend to purchase additional below investment grade securities, but do not
expect the percentage of the portfolio invested in such securities to exceed 10%
of the investment portfolio. At June 30, 2000, the yield at amortized cost on
the Companies' below investment grade portfolio was 8.1% compared to 6.4% for
the Companies' investment grade corporate bond portfolio. The Companies estimate
the fair value of the below investment grade portfolio was $63.8 million, or
94.8% of amortized cost value, at June 30, 2000.
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 Companies
attempt to reduce the overall risk in the below investment grade portfolio, as
in all investments, through careful credit analysis, strict investment policy
guidelines, and diversification by company and by industry.
The Companies analyze the investment portfolio, including below investment grade
securities, at least quarterly in order to determine if the Companies' ability
to realize the 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 the Companies will be unable to collect all
amounts due according to the contractual terms of the security), the cost basis
of the impaired security is written down to fair value, which becomes the new
cost basis. The amount of the write-down is included in earnings as a realized
loss. Future events may occur, or additional or updated information may be
received, which may necessitate future write-downs of securities in the
Companies' portfolio. Significant write-downs in the carrying value of
investments could materially adversely affect the Companies' net income in
future periods.
During the first six months of 2000, fixed maturities designated as available
for sale with a combined amortized cost of $125.7 million were sold, called, or
repaid by their issuers. In total, net pre-tax losses from sales, calls, and
repayments of fixed maturity investments amounted to $2.5 million in the first
six months of 2000.
During the second quarter of 2000, Golden American determined that the carrying
value of an impaired bond exceeded its estimated net realizable value. As a
result, at June 30, 2000, Golden American recognized a total pre-tax loss of
approximately $142,000 to reduce the carrying value of the bond to its net
realizable value of $329,000.
EQUITY SECURITIES: Equity securities represent 0.9% of the Companies' investment
portfolio. At June 30, 2000, the Companies owned equity securities with a cost
of $9.7 million and an estimated fair value of $10.5 million. Net unrealized
appreciation of equity securities was comprised entirely of gross appreciation
of $0.8 million. Equity securities are primarily comprised of investments in
shares of the mutual funds underlying the Companies' registered separate
accounts.
MORTGAGE LOANS ON REAL ESTATE: Mortgage loans on real estate represent 9.9% of
the Companies' investment portfolio. Mortgages outstanding were $105.5 million
at June 30, 2000 with an estimated fair value of $101.9 million. The Companies'
mortgage loan portfolio includes 59 loans with an average size of $1.8 million
and average seasoning of 0.6 years if weighted by the number of loans. The
Companies' mortgage loans on real estate 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 June 30, 2000,
the yield on the Companies' mortgage loan portfolio was 7.3%.
14
<PAGE>
At June 30, 2000, no mortgage loan on real estate was delinquent by 90 days or
more. The Companies' loan investment strategy is consistent with other life
insurance subsidiaries of ING in the United States. The insurance subsidiaries
of EIC have experienced a historically low default rate in their mortgage loan
portfolios.
OTHER ASSETS
DPAC represents certain deferred costs of acquiring new insurance business,
principally first year commissions and interest bonuses, premium credits, and
other expenses related to production after October 24, 1997 ("ING merger date").
The Companies' previous balances of DPAC and VPIF were eliminated as of the ING
merger date, and an asset representing VPIF was established for all policies in
force at the ING merger date. VPIF is amortized into income in proportion to the
expected gross profits of in force acquired business in a manner similar to DPAC
amortization. Any expenses which vary directly with the sales of the Companies'
products are deferred and amortized. During the second quarter of 2000, a
modified coinsurance agreement was entered into which resulted in a $109.3
million release of previously deferred policy acquisition costs. At June 30,
2000, the Companies had DPAC and VPIF balances of $590.8 million and $29.5
million, respectively.
Goodwill totaling $151.1 million, representing the excess of the acquisition
cost over the fair value of net assets acquired, was established as a result of
the merger with ING. Accumulated amortization of goodwill through June 30, 2000
was $10.1 million.
Other assets increased $1.7 million from December 31, 1999, due to increases in
a receivable from the separate account and prepaid expenses.
At June 30, 2000, the Companies had $9.4 billion of separate account assets
compared to $7.6 billion at December 31, 1999. The increase in separate account
assets resulted from market appreciation, transfers from the fixed account
options, and sales of the Companies' variable annuity products, net of
redemptions.
At June 30, 2000, the Companies had total assets of $11.3 billion, a 20.2%
increase from December 31, 1999.
LIABILITIES
Future policy benefits for annuity and interest sensitive life products
decreased 4.1%, to $0.9 billion. Market appreciation, transfers from the fixed
account options, and premiums, net of redemptions, accounted for the $1.8
billion, or 24.2%, increase in separate account liabilities to $9.4 billion at
June 30, 2000.
On December 30, 1999, Golden American issued a $50 million, 8.179% surplus note
to Equitable Life, which matures on December 29, 2029. On December 8, 1999,
Golden American issued a $35 million, 7.979% surplus note to First Columbine
Life Insurance Company, an affiliate, which matures on December 7, 2029. On
September 30, 1999, Golden American issued a $75 million, 7.75% surplus note to
ING AIH, which matures on September 29, 2029. On December 30, 1999, ING AIH
assigned the surplus note to Equitable Life. On December 30, 1998, Golden
American issued a $60 million, 7.25% surplus note to Equitable Life, which
matures on December 29, 2028. On December 17, 1996, Golden American issued a $25
million, 8.25% surplus note to Equitable of Iowa Companies, which matures on
December 17, 2026. As a result of the ING merger, the surplus note is now
payable to EIC.
Due to affiliates decreased $8.8 million or 69.7% to $3.8 million during the
first six months of 2000 due to declines in payables to related party
broker/dealers and a decrease in accrued interest on related party surplus
notes.
Other liabilities decreased $13.2 million or 24.7% to $40.1 million during the
first six months of 2000 due to the timing of the application and settlement of
policy payments and account transfers, as well as the timing of the settlement
of investment transactions.
In conjunction with the volume of variable annuity sales, the Companies' total
liabilities increased $1.8 billion, or 20.3%, during first six months 2000 and
totaled $10.7 billion at June 30, 2000.
15
<PAGE>
The effects of inflation and changing prices on the Companies' financial
position are not material since insurance assets and liabilities are both
primarily monetary and remain in balance. An effect of inflation, which has been
low in recent years, is a decline in stockholder's equity when monetary assets
exceed monetary liabilities.
STOCKHOLDER'S EQUITY
Additional paid-in capital increased $80.0 million, or 17.1%, from December 31,
1999 to $548.6 million at June 30, 2000, due to a capital contribution from the
Parent.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Liquidity is the ability of the Companies to generate sufficient cash flows to
meet the cash requirements of operating, investing, and financing activities.
The Companies' principal sources of cash are variable annuity premiums and
product charges, investment income, maturing investments, proceeds from debt
issuance, and capital contributions made by the Parent. Primary uses of these
funds are payments of commissions and operating expenses, interest and premium
credits, investment purchases, repayment of debt, as well as withdrawals and
surrenders.
Net cash provided by operating activities was $33.3 million in the first six
months of 2000 compared to net cash used of $41.6 million in the same period of
1999. The Companies have predominantly had negative cash flows from operating
activities since Golden American started issuing variable insurance products in
1989. These negative operating cash flows result primarily from the funding of
commissions and other deferrable expenses related to the continued growth in the
variable annuity products; however, during the second quarter of 2000, Golden
American received $110.0 million in conjunction with the modified coinsurance
agreement with an affiliate, resulting in positive cash flow from operating
activities.
Net cash used in investing activities was $12.3 million during the first six
months of 2000 compared to $38.6 million in the same period of 1999. This
decrease is primarily due to greater net sales of fixed maturities and equity
securities, which were partially offset by an increase in net purchases of short
term investments during the first six months of 2000 than in the same period of
1999. Net sales of fixed maturities reached $22.2 million during the first six
months of 2000 compared to net purchases of $9.3 million in the same period of
1999. Net purchases of short term investments reached $33.9 million in the first
six months of 2000 versus $26.4 million during the same period in 1999. Net
purchases of mortgage loans on real estate were $5.6 million during the first
six months of 2000 versus net sales of $3.6 million during the first six months
of 1999.
Net cash used in financing activities was $25.7 million during the first six
months of 2000 compared to net cash provided by financing activities of $82.8
million during the same period in 1999. The increase in net reallocations to the
Companies' separate accounts, which increased to $412.2 million from $261.4
million during the prior year, contributed to the decrease. Net reciprocal loan
agreement borrowings of $40.0 million during the first six months of 2000
provided cash to the Companies.
The Companies' liquidity position is managed by maintaining adequate levels of
liquid assets, such as cash or cash equivalents and short-term investments.
Additional sources of liquidity include borrowing facilities to meet short-term
cash requirements. Golden American maintains a $65.0 million reciprocal loan
agreement with ING AIH and the Companies have established an $85.0 million
revolving note facility with SunTrust Bank, Atlanta which expired on July 31,
2000. As of July 31, 2000, the SunTrust Bank, Atlanta revolving note facility
was extended to July 30, 2001. Management believes that these sources of
liquidity are adequate to meet the Companies' short-term cash obligations.
Based on current trends, the Companies expect to continue to use net cash in
operating activities, given the continued growth of the variable annuity sales.
It is anticipated that a continuation of capital contributions from the Parent,
the issuance of additional surplus notes, and/or modified coinsurance agreements
will cover these net cash outflows. ING AIH is committed to the sustained growth
of Golden American. During 2000, ING AIH will maintain Golden American's
statutory capital and surplus at the end of each quarter at a level such that:
1) the ratio of Total Adjusted Capital divided by Company Action Level Risk
Based Capital exceeds 300%; and 2) the ratio of Total Adjusted Capital
(excluding surplus notes) divided by Company Action Level Risk Based Capital
16
<PAGE>
exceeds 200%; and 3) Golden American's statutory capital and surplus exceeds the
"Amounts Accrued for Expense Allowances Recognized in Reserves" as disclosed on
page 3, Line 13A of Golden American's Statutory Statement.
During the first quarter of 1999, Golden American's operations were moved to a
new site in West Chester, Pennsylvania. Golden American occupies 105,000 square
feet of leased space; an affiliate occupies 20,000 square feet. Golden
American's New York subsidiary is housed in leased space in New York, New York.
The Companies intend to spend approximately $1.0 million on capital needs during
the remainder of 2000.
The ability of Golden American to pay dividends to its Parent is restricted.
Prior approval of insurance regulatory authorities is required for payment of
dividends to the stockholder which exceed an annual limit. During 2000, Golden
American cannot pay dividends to its Parent without prior approval of statutory
authorities.
Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder, Golden American,
unless a notice of its intent to declare a dividend and the amount of the
dividend has been filed with the New York Insurance Department at least thirty
days in advance of the proposed declaration. If the Superintendent of the New
York Insurance Department finds the financial condition of First Golden does not
warrant the distribution, the Superintendent may disapprove the distribution by
giving written notice to First Golden within thirty days after the filing. The
management of First Golden does not anticipate paying any dividends to Golden
American during 2000.
The NAIC's risk-based capital requirements require insurance companies to
calculate and report information under a risk-based capital formula. These
requirements are intended to allow insurance regulators to monitor the
capitalization of insurance companies based upon the type and mixture of risks
inherent in a company's operations. The formula includes components for asset
risk, liability risk, interest rate exposure, and other factors. The Companies
have complied with the NAIC's risk-based capital reporting requirements. Amounts
reported indicate the Companies have total adjusted capital well above all
required capital levels.
REINSURANCE: At June 30, 2000, Golden American had reinsurance treaties with
four unaffiliated reinsurers and two affiliated 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.
On June 30, 2000, effective January 1, 2000, Golden American entered into a
modified coinsurance agreement with Equitable Life, an affiliate, covering a
considerable portion of Golden American's variable annuities issued in 2000,
excluding those with an interest rate guarantee.
The reinsurance treaties that covered the nonstandard minimum guaranteed death
benefits for new business have been terminated for business issued after
December 31, 1999. The Companies are currently pursuing additional alternative
reinsurance arrangements for new business issued after December 31, 1999. There
can be no assurance that such alternative arrangements will be available. The
reinsurance covering business in force at December 31, 1999 will continue to
apply in the future.
IMPACT OF YEAR 2000: In prior years, the Companies discussed the nature and
progress of plans to become Year 2000 ready. In late 1999, the Companies
completed remediation and testing of systems. As a result of those planning and
implementation efforts, the Companies experienced no significant disruptions in
mission critical information technology and non-information technology systems
and believe those systems successfully responded to the Year 2000 date change.
The Companies are not aware of any material problems resulting from Year 2000
issues, either with products, internal systems, or the products and services of
third parties. The Companies will continue to monitor mission critical computer
applications and those of suppliers and vendors throughout the Year 2000 to
ensure that any latent Year 2000 matters that may arise are addressed promptly.
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<PAGE>
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
---------------------------------------------------------
Any forward-looking statement contained herein or in any other oral or written
statement by the Companies or any of their officers, directors, or employees is
qualified by the fact that actual results of the Companies may differ materially
from such statement, among other risks and uncertainties inherent in the
Companies' business, due to the following important factors:
1. Prevailing interest rate levels and stock market performance, which may
affect the ability of the Companies to sell their products, the market
value and liquidity of the Companies' investments, fee revenue, and the
lapse rate of the Companies' policies, notwithstanding product design
features intended to enhance persistency of the Companies' products.
2. Changes in the federal income tax laws and regulations, which may affect
the tax status of the Companies' 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 Companies' products.
4. Increasing competition in the sale of the Companies' products.
5. Other factors that could affect the performance of the Companies,
including, but not limited to, market conduct claims, litigation, insurance
industry insolvencies, availability of competitive reinsurance on new
business, investment performance of the underlying portfolios of the
variable products, variable product design, and sales volume by significant
sellers of the Companies' variable products.
18
<PAGE>
PART II. OTHER INFORMATION
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
19
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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: August 11, 2000 GOLDEN AMERICAN LIFE INSURANCE COMPANY
By/s/ E. Robert Koster
------------------------------------------------
E. Robert Koster
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
By/s/ Cheryl L. Harding
------------------------------------------------
Cheryl L. Harding
Assistant Vice President and Chief Accounting Officer
(Principal Accounting Officer)
20
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<CAPTION>
INDEX
Exhibits to Form 10-Q
Six Months Ended June 30, 2000
GOLDEN AMERICAN LIFE INSURANCE COMPANY
Page Number
-----------
<S> <C>
2 PLAN OF MERGER
(a) Agreement and Plan of Merger dated as of July 7, 1997, among ING Groep N.V.,
PFHI Holdings, Inc., and Equitable of Iowa Companies ("Equitable") (incorporated
by reference from Exhibit 2 in Equitable's Form 8-K filed July 11, 1997)............................. __
3 ARTICLES OF INCORPORATION AND BY-LAWS
(a) Articles of Incorporation of Golden American Life Insurance Company ("Registrant"
or "Golden American") (incorporated by reference from Exhibit 3(a) to Amendment
No. 9 to Registrant's Registration Statement on Form S-1 filed with the Securities
and Exchange Commission (the "SEC") on February 17, 1998 (File No. 33-87272))........................ __
(b)(i) By-laws of Golden American (incorporated by reference from Exhibit 3(b)(i)
to Amendment No. 9 to Registrant's Registration Statement on Form S-1
filed with the SEC on February 17, 1998 (File No. 33-87272))......................................... __
(ii) By-laws of Golden American, as amended (incorporated by reference from
Exhibit 3(b)(ii) to Amendment No. 9 to the Registrant's Registration
Statement on Form S-1 filed with the SEC on February 17, 1998 (File No. 33-87272))................... __
(iii) Certificate of Amendment of the By-laws of MB Variable Life Insurance Company,
as amended (incorporated by reference from Exhibit 3(b)(iii) to Amendment No. 9
to Registrant's Registration Statement on Form S-1 filed with the SEC on
February 17, 1998 (File No. 33-87272))............................................................... __
(iv) By-laws of Golden American, as amended (12/21/93) (incorporated by reference
from Exhibit 3(b)(iv) to Amendment No. 9 to Registrant's Registration Statement
on Form S-1 filed with the SEC on February 17, 1998 (File No. 33-87272))............................. __
4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
(a) Individual Deferred Combination Variable and Fixed Annuity Contract (incorporated
by reference from Exhibit 4(a) to Amendment No. 5 of Registrant's Registration
Statement on Form S-1 filed with the SEC on or about April 23, 1999
(File No. 333-51353))................................................................................ __
(b) Discretionary Group Deferred Combination Variable Annuity Contract (incorporated
by reference from Exhibit 4(b) to Amendment No. 5 of Registrant's Registration
Statement on Form S-1 filed with the SEC on or about April 23, 1999
(File No. 333-51353))................................................................................ __
(c) Individual Deferred Variable Annuity Contract (incorporated by reference from
Exhibit 4(c) to Amendment No. 5 of Registrant's Registration Statement on
Form S-1 filed with the SEC on or about December 3, 1999 (File No. 333-51353))....................... __
21
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Exhibits to Form 10-Q
Six Months Ended June 30, 2000
GOLDEN AMERICAN LIFE INSURANCE COMPANY
Page Number
-----------
<S> <C>
(d) Individual Deferred Combination Variable and Fixed Annuity Application
(incorporated by reference from Exhibit 4(g) to Amendment No. 6 of Registrant's
Registration Statement on Form S-1 filed with the SEC on or about December 3, 1999
(File No. 333-51353))................................................................................ __
(e) Group Deferred Combination Variable and Fixed Annuity Enrollment Form
(incorporated by reference from Exhibit 4(h) to Amendment No. 6 of Registrant's
Registration Statement on Form S-1 filed with the SEC on or about December 3, 1999
(File No. 333-51353))................................................................................ __
(f) Individual Deferred Variable Annuity Application (incorporated by reference
from Exhibit 4(i) to Amendment No. 6 of Registrant's Registration Statement
on Form S-1 filed with the SEC on or about December 3, 1999 (File No. 333-51353)).................... __
(g) Minimum Guaranteed Accumulation Benefit Rider (incorporated by reference from
Exhibit 4(i) to Amendment No. 6 to a Registration Statement for Golden American on
Form S-1 filed with the SEC on or about December 3, 1999 (File No. 333-28765))....................... __
(h) Minimum Guaranteed Income Benefit Rider (incorporated by reference from
Exhibit 4(j) to Amendment No. 6 to a Registration Statement for Golden American
on Form S-1 filed with the SEC on or about December 3, 1999 (File No. 333-28765)).................... __
(i) Minimum Guaranteed Withdrawal Benefit Rider (incorporated by reference from
Exhibit 4(k) to Amendment No. 6 to a Registration Statement for Golden American
on Form S-1 filed with the SEC on or about December 3, 1999 (File No. 333-28765)).................... __
(j) Death Benefit Endorsement Number 1 describing the 7% Solution Enhanced Death Benefit
(incorporated by reference from Exhibit 4(l) to Amendment No. 6 to a Registration Statement
for Golden American on Form S-1 filed with the SEC on or about December 3, 1999
(File No. 333-28765))................................................................................ __
(k) Death Benefit Endorsement Number 2 describing the Annual Ratchet Enhanced
Death Benefit (incorporated by reference from Exhibit 4(m) to Amendment No. 6 to
a Registration Statement for Golden American on Form S-1 filed with the SEC on or
about December 3, 1999 (File No. 333-28765))......................................................... __
(l) Death Benefit Endorsement Number 1 describing the Standard Death Benefit
(incorporated by reference from Exhibit 4(n) to Amendment No. 6 to a Registration
Statement for Golden American on Form S-1 filed with the SEC on or about
December 3, 1999 (File No. 333-28765))............................................................... __
(m) Death Benefit Endorsement Number 1 describing the Max 7 Enhanced Death Benefit
(incorporated by reference from Exhibit 4(o) to Amendment No. 6 to a Registration
Statement for Golden American on Form S-1 filed with the SEC on or about
December 3, 1999 (File No. 333-28765))............................................................... __
(n) Individual Deferred Variable and Fixed Annuity Contract (incorporated by
reference from Exhibit 4(a) to Amendment No. 6 to Registrant's Registration
Statement filed with the SEC on or about December 3, 1999 (File No. 333-28765))...................... __
22
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<CAPTION>
INDEX
Exhibits to Form 10-Q
Six Months Ended June 30, 2000
GOLDEN AMERICAN LIFE INSURANCE COMPANY
Page Number
-----------
<S> <C>
(o) Group Deferred Variable and Fixed Annuity Contract Individual Deferred Variable
and Fixed Annuity Contract (incorporated by reference from Exhibit 4(b) to Amendment
No. 6 to Registrant's Registration Statement filed with the SEC on or about December 3,
1999 (File No. 333-28765))........................................................................... __
(p) Individual Deferred Variable Annuity Contract (incorporated by reference from
Exhibit 4(c) to Amendment No. 6 to Registrant's Registration Statement filed with
the SEC on or about December 3, 1999 (File No. 333-28765))........................................... __
(q) Individual Deferred Variable and Fixed Annuity Contract (incorporated by reference
from Exhibit 4(a) to a Registration Statement for Golden American filed with the SEC
on or about April 23, 1999 (File No. 333-76941))..................................................... __
(r) Group Deferred Variable and Fixed Annuity Contract Individual Deferred Variable
and Fixed Annuity Contract (incorporated by reference from Exhibit 4(b) to a Registration
Statement for Golden American filed with the SEC on or about April 23, 1999
(File No. 333-76941))................................................................................ __
(s) Individual Deferred Variable Annuity Contract (incorporated by reference from
Exhibit 4(c) to a Registration Statement for Golden American filed with the SEC
on or about April 23, 1999 (File No. 333-76941))..................................................... __
(t) Individual Deferred Variable and Fixed Annuity Contract (incorporated by reference
from Exhibit 4(a) to a Registration Statement for Golden American filed with the SEC
on or about April 23, 1999 (File No. 333-76945))..................................................... __
(u) Group Deferred Variable and Fixed Annuity Contract Individual Deferred Variable
and Fixed Annuity Contract (incorporated by reference from Exhibit 4(b) to a
Registration Statement for Golden American filed with the SEC on or about April 23,
1999 (File No. 333-76945))........................................................................... __
(v) Individual Deferred Variable Annuity Contract (incorporated by reference from
Exhibit 4(c) to a Registration Statement for Golden American filed with the SEC
on or about April 23, 1999 (File No. 333-76945))..................................................... __
(w) Schedule Page to the Premium Plus Contract featuring the Galaxy VIP Fund
(incorporated by reference from Exhibit 4(i) to a Registration Statement for Golden
American on Form S-1 filed with the SEC on or about September 24, 1999
(File No. 333-76945))................................................................................ __
(x) Individual Deferred Variable and Fixed Annuity Contract (incorporated by reference
from Exhibit 4(a) to Amendment No. 3 to Registrant's Registration Statement filed
with the SEC on or about April 23, 1999 (File No. 333-66745))........................................ __
(y) Group Deferred Variable and Fixed Annuity Contract Individual Deferred Variable
and Fixed Annuity Contract (incorporated by reference from Exhibit 4(b) to
Amendment No. 3 to Registrant's Registration Statement filed with the SEC on or
about April 23, 1999 (File No. 333-66745))........................................................... __
23
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<CAPTION>
INDEX
Exhibits to Form 10-Q
Six Months Ended June 30, 2000
GOLDEN AMERICAN LIFE INSURANCE COMPANY
Page Number
-----------
<S> <C>
(z) Individual Deferred Variable Annuity Contract (incorporated by reference from
Exhibit 4(c) to Amendment No. 3 to Registrant's Registration Statement filed with
the SEC on or about April 23, 1999 (File No. 333-66745))............................................. __
10 MATERIAL CONTRACTS
(a) Administrative Services Agreement, dated as of January 1, 1997, between Golden
American and Equitable Life Insurance Company of Iowa (incorporated by reference
from Exhibit 10(a) to a Registration Statement for Golden American on Form S-1 filed
with the SEC on April 29, 1998 (File No. 333-51353))................................................. __
(b) Service Agreement, dated as of January 1, 1994, between Golden American and Directed
Services, Inc. (incorporated by reference from Exhibit 10(b) to a Registration Statement
for Golden American on Form S-1 filed with the SEC on April 29, 1998
(File No. 333-51353))................................................................................ __
(c) Service Agreement, dated as of January 1, 1997, between Golden American and
Equitable Investment Services, Inc. (incorporated by reference from Exhibit 10(c)
to a Registration Statement for Golden American on Form S-1 filed with the SEC on
April 29, 1998 (File No. 333-51353))................................................................. __
(d) Participation Agreement between Golden American and Warburg Pincus Trust
(incorporated by reference from Exhibit 8(a) to Amendment No. 54 to Separate
Account B of Golden American's Registration Statement on Form N-4 filed with the
SEC on or about April 30, 1998 (File No. 333-28679 and 811-5626)).................................... __
(e) Participation Agreement between Golden American and PIMCO Variable Trust
(incorporated by reference from Exhibit 8(b) to Amendment No. 54 to Separate
Account B of Golden American's Registration Statement on Form N-4 filed with the
SEC on or about April 30, 1998 (File No. 333-28679 and 811-5626)).................................... __
(f) Participation Agreement between Golden American and The Galaxy VIP Fund
(incorporated by reference from Exhibit 10(i) to a Registration Statement for
Golden American on Form S-1 filed with the SEC on or about April 25, 2000
(File No. 333-95457))................................................................................ __
(g) Asset Management Agreement, dated January 20, 1998, between Golden American and ING
Investment Management LLC (incorporated by reference from Exhibit 10(f) to Golden
American's Form 10-Q filed with the SEC on August 14, 1998 (File No. 33-87272))...................... __
(h) Reciprocal Loan Agreement, dated January 1, 1998, as amended March 20, 1998, between
Golden American and ING America Insurance Holdings, Inc. (incorporated by
reference from Exhibit 10(g) to Golden American's Form 10-Q filed with the SEC on
August 14, 1998 (File No. 33-87272))................................................................. __
(i) Underwriting Agreement between Golden American and Directed Services, Inc.
(incorporated by reference from Exhibit 1 to Amendment No. 9 to Registrant's
Registration Statement on Form S-1 filed with the SEC on or about February 17, 1998
(File No. 33-87272))................................................................................. __
24
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Exhibits to Form 10-Q
Six Months Ended June 30, 2000
GOLDEN AMERICAN LIFE INSURANCE COMPANY
Page Number
-----------
<S> <C>
(j) Revolving Note Payable, dated July 27, 1998, between Golden American and SunTrust
Bank, Atlanta (incorporated by reference from Exhibit 10(i) to Golden American's
Form 10-Q filed with the SEC on November 13, 1998 (File No. 33-87272))............................... __
(k) Revolving Note Payable, dated July 31, 1999, between Golden American and SunTrust
Bank, Atlanta (incorporated by reference from Exhibit 10(j) to Golden American's
Form 10-Q filed with the SEC on August 13, 1999 (File No. 33-87272))................................. __
(l) Surplus Note, dated December 17, 1996, between Golden American and Equitable of Iowa
Companies (incorporated by reference from Exhibit 10(l) to Golden American's
Form 10-K filed with the SEC on March 29, 2000 (File No. 33-87272)).................................. __
(m) Surplus Note, dated December 30, 1998, between Golden American and Equitable Life
Insurance Company of Iowa (incorporated by reference from Exhibit 10(m) to Golden
American's Form 10-K filed with the SEC on March 29, 2000 (File No. 33-87272))....................... __
(n) Surplus Note, dated September 30, 1998, between Golden American and ING America
Insurance Holdings, Inc. (incorporated by reference from Exhibit 10(n) to Golden
American's Form 10-K filed with the SEC on March 29, 2000 (File No. 33-87272))....................... __
(o) Surplus Note, dated December 8, 1999, between Golden American and First
Columbine Life Insurance Company (incorporated by reference from Exhibit 10(g)
to Amendment No. 7 to a Registration Statement for Golden American on Form S-1
filed with the SEC on or about January 27, 2000 (File No. 333-28765))................................ __
(p) Surplus Note, dated December 30, 1999, between Golden American and Equitable
Life Insurance Company of Iowa (incorporated by reference from Exhibit 10(h) to
Amendment No. 7 to a Registration Statement for Golden American on Form S-1
filed with the SEC on or about January 27, 2000 (File No. 333-28765))................................ __
(q) Participation Agreement between Golden American and Prudential Series Fund, Inc.
(incorporated by reference from Exhibit 10(l) to Registration Statement for Golden
American on Form S-1 filed with the SEC on or about April 26, 2000 (File No. 333-
35592)).............................................................................................. __
(r) Participation Agreement between Golden American and ING Variable Insurance Trust
(incorporated by reference from Exhibit 10(m) to Registration Statement for Golden
American on Form S-1 filed with the SEC on or about April 26, 2000 (File No. 333-
35592)).............................................................................................. __
(s) Reinsurance Agreement, dated June 30, 2000, between Golden American Life
Insurance Company and Equitable Life Insurance Company of Iowa....................................... 26
(t) Renewal of Revolving Note Payable, dated July 31, 2000, between Golden American
and SunTrust Bank, Atlanta........................................................................... 53
27 FINANCIAL DATA SCHEDULE (ELECTRONIC FILING ONLY).............................................................. __
25
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