UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(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, 2004
[ ] 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 001-11462
---------
DELPHI FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware (302) 478-5142 13-3427277
------------------------------- ------------------------------- -------------------------------
(State or other jurisdiction of (Registrant's telephone number, (I.R.S. Employer Identification
incorporation or organization) including area code) Number)
1105 North Market Street, Suite 1230, P.O. Box 8985, Wilmington, Delaware 19899
------------------------------------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
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 filing requirements
for the past 90 days:
Yes X No
----- ------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes X No
----- ------
As of July 31, 2004, the Registrant had 27,401,599 shares of Class A Common
Stock and 4,177,357 shares of Class B Common Stock outstanding.
EXPLANATORY NOTE
This Quarterly Report on Form 10-Q/A amends the Registrant's quarterly report on
Form 10-Q for the quarter ended June 30, 2004 as filed on August 6, 2004. The
purpose of this amendment is to delete from Management's Discussion and Analysis
of Financial Condition and Results of Operations certain financial measures
which are considered to be non-GAAP financial measures pursuant to Item 10 of
Regulation S-K. The amendment also reflects non-substantive, formatting changes
which were made in light of the deletions. This amendment does not change the
Company's current or past reported earnings or financial statements and the
Company has not updated or modified the disclosures therein to reflect any
subsequent events.
DELPHI FINANCIAL GROUP, INC.
FORM 10-Q/A
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND OTHER INFORMATION
Page
----
PART I. FINANCIAL INFORMATION (UNAUDITED)
Consolidated Statements of Income for the Three and Six
Months Ended June 30, 2004 and 2003...................... 3
Consolidated Balance Sheets at June 30, 2004 and
December 31, 2003........................................ 4
Consolidated Statements of Shareholders' Equity for the
Six Months Ended June 30, 2004 and 2003.................. 5
Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 2004 and 2003.................. 6
Notes to Consolidated Financial Statements.................. 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................. 20
Item 4. Submission of Matters to a
Vote of Security Holders........................... 20
Item 6. Exhibits and Reports on Form 8-K................... 20
Signatures.................................................. 21
-2-
PART I. FINANCIAL INFORMATION
DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ----------------------
2004 2003 2004 2003
-------- -------- -------- --------
Revenue:
Premium and fee income .................................... $207,049 $174,920 $407,759 $346,681
Net investment income ..................................... 48,705 49,354 101,248 95,059
Net realized investment gains ............................. 1,941 3,464 7,162 4,679
-------- -------- -------- --------
257,695 227,738 516,169 446,419
-------- -------- -------- --------
Benefits and expenses:
Benefits, claims and interest credited to policyholders ... 153,570 130,213 303,672 260,627
Commissions ............................................... 14,568 13,281 27,991 25,270
Amortization of cost of business acquired ................. 14,749 13,612 29,400 25,949
Other operating expenses .................................. 31,536 30,612 63,237 59,318
-------- -------- -------- --------
214,423 187,718 424,300 371,164
-------- -------- -------- --------
Operating income ........................................ 43,272 40,020 91,869 75,255
Interest expense:
Corporate debt ............................................ 3,475 3,535 6,911 5,804
Junior subordinated deferrable interest debentures ........ 1,106 977 2,211 1,816
-------- -------- -------- --------
4,581 4,512 9,122 7,620
-------- -------- -------- --------
Income before income tax expense ........................ 38,691 35,508 82,747 67,635
Income tax expense .......................................... 11,558 10,816 24,993 20,447
-------- -------- -------- --------
Net income .............................................. $ 27,133 $ 24,692 $ 57,754 $ 47,188
======== ======== ======== ========
Basic results per share of common stock:
Net income ................................................ $ 0.85 $ 0.80 $ 1.82 $ 1.52
Diluted results per share of common stock:
Net income ................................................ $ 0.82 $ 0.77 $ 1.76 $ 1.48
Dividends paid per share of common stock .................... $ 0.08 $ 0.05 $ 0.16 $ 0.10
See notes to consolidated financial statements.
-3-
DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
June 30, December 31,
2004 2003
----------- -----------
Assets:
Investments:
Fixed maturity securities, available for sale ............................... $ 2,899,675 $ 2,862,045
Short-term investments ...................................................... 103,713 114,752
Other investments ........................................................... 327,169 225,957
----------- -----------
3,330,557 3,202,754
Cash .......................................................................... 28,932 18,733
Cost of business acquired ..................................................... 216,477 183,665
Reinsurance receivables ....................................................... 409,629 409,620
Goodwill ...................................................................... 93,929 93,929
Securities lending collateral ................................................. 222,338 --
Other assets .................................................................. 206,969 176,170
Assets held in separate account ............................................... 85,500 92,661
----------- -----------
Total assets ................................................................ $ 4,594,331 $ 4,177,532
=========== ===========
Liabilities and Shareholders' Equity:
Future policy benefits:
Life ........................................................................ $ 260,311 $ 246,634
Disability and accident ..................................................... 462,588 439,158
Unpaid claims and claim expenses:
Life ........................................................................ 42,195 47,395
Disability and accident ..................................................... 201,550 189,740
Casualty .................................................................... 597,338 572,690
Policyholder account balances ................................................. 995,421 961,356
Corporate debt ................................................................ 165,750 143,750
Junior subordinated deferrable interest debentures underlying
company-obligated mandatorily redeemable capital
securities issued by unconsolidated subsidiaries ............................ 59,762 --
Securities lending payable .................................................... 222,338 --
Other liabilities and policyholder funds ...................................... 666,553 642,906
Liabilities related to separate account ....................................... 85,500 79,413
----------- -----------
Total liabilities ........................................................... 3,759,306 3,323,042
----------- -----------
Company-obligated mandatorily redeemable capital securities of subsidiaries ... -- 56,050
----------- -----------
Shareholders' equity:
Preferred Stock, $.01 par; 10,000,000 shares authorized ..................... -- --
Class A Common Stock, $.01 par; 40,000,000 shares authorized;
29,931,078 and 29,457,024 shares issued and outstanding, respectively ..... 299 295
Class B Common Stock, $.01 par; 20,000,000 shares authorized;
4,177,357 shares issued and outstanding ................................... 42 42
Additional paid-in capital .................................................. 400,147 383,573
Accumulated other comprehensive income ...................................... 19,697 52,428
Retained earnings ........................................................... 473,818 421,080
Treasury stock, at cost; 2,560,035 shares of Class A Common Stock ........... (58,978) (58,978)
----------- -----------
Total shareholders' equity ................................................ 835,025 798,440
----------- -----------
Total liabilities and shareholders' equity ............................. $ 4,594,331 $ 4,177,532
=========== ===========
See notes to consolidated financial statements.
-4-
DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Accumulated
Class A Class B Additional Other
Common Common Paid-in Comprehensive Retained Treasury
Stock Stock Capital Income Earnings Stock Total
------- ------- ---------- ------------- --------- -------- ---------
Balance, January 1, 2003 .............. $ 189 $ 32 $373,356 $ 30,003 $ 329,574 $(51,499) $ 681,655
---------
Net income ............................ -- -- -- -- 47,188 -- 47,188
Other comprehensive income:
Increase in net unrealized
appreciation on investments ........ -- -- -- 31,987 -- -- 31,987
Increase in net loss on
cash flow hedge .................... -- -- -- (4,499) -- -- (4,499)
---------
Comprehensive income .................. 74,676
Issuance of stock, exercise of stock
options and share conversions ....... 3 (2) 1,802 -- -- -- 1,803
Stock-based compensation .............. -- -- 431 -- -- -- 431
Acquisition of treasury stock ......... -- -- -- -- -- (7,479) (7,479)
Cash dividends ........................ -- -- -- -- (3,289) -- (3,289)
------- ---- -------- -------- --------- -------- ---------
Balance, June 30, 2003 ................ $ 192 $ 30 $375,589 $ 57,491 $ 373,473 $(58,978) $ 747,797
======= ==== ======== ======== ========= ======== =========
Balance, January 1, 2004 .............. $ 295 $ 42 $383,573 $ 52,428 $ 421,080 $(58,978) $ 798,440
---------
Net income ............................ -- -- -- -- 57,754 -- 57,754
Other comprehensive income:
Decrease in net unrealized
appreciation on investments ........ -- -- -- (33,123) -- -- (33,123)
Decrease in net loss on
cash flow hedge ................... -- -- -- 392 -- -- 392
---------
Comprehensive income .................. 25,023
Issuance of stock, exercise of stock
options and share conversions ....... 4 -- 15,237 -- -- -- 15,241
Stock-based compensation .............. -- -- 1,337 -- -- -- 1,337
Cash dividends ........................ -- -- -- -- (5,016) -- (5,016)
------- ---- -------- -------- --------- -------- ---------
Balance, June 30, 2004 ................ $ 299 $ 42 $400,147 $ 19,697 $ 473,818 $(58,978) $ 835,025
======= ==== ======== ======== ========= ======== =========
See notes to consolidated financial statements.
-5-
DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Six Months Ended
June 30,
--------------------------
2004 2003
----------- ---------
Operating activities:
Net income ................................................................. $ 57,754 $ 47,188
Adjustments to reconcile net income to net cash provided
by operating activities:
Change in policy liabilities and policyholder accounts ................... 82,345 88,172
Net change in reinsurance receivables and payables ....................... 424 (3,965)
Amortization, principally the cost of business acquired and investments .. 19,689 14,134
Deferred costs of business acquired ...................................... (42,861) (39,320)
Net realized gains on investments ........................................ (7,162) (4,679)
Net change in trading account securities ................................. 4,049 (5,513)
Net change in federal income tax liability ............................... 14,447 9,382
Other .................................................................... (16,200) (13,864)
----------- ---------
Net cash provided by operating activities .............................. 112,485 91,535
----------- ---------
Investing activities:
Purchases of investments and loans made .................................... (1,079,209) (755,971)
Sales of investments and receipts from repayment of loans .................. 846,283 514,257
Maturities of investments .................................................. 83,530 100,640
Net change in short-term investments ....................................... 11,039 (14,289)
Change in deposit in separate account ...................................... (2,432) (3,841)
----------- ---------
Net cash used by investing activities .................................. (140,789) (159,204)
----------- ---------
Financing activities:
Deposits to policyholder accounts .......................................... 73,316 56,078
Withdrawals from policyholder accounts ..................................... (43,304) (41,743)
Proceeds from issuance of 2033 Senior Notes ................................ -- 139,222
Borrowings under revolving credit facility ................................. 27,000 28,000
Principal payments under revolving credit facility ......................... (5,000) (65,000)
Repayments or repurchase of other corporate debt ........................... -- (14,650)
Proceeds from issuance of 2003 Capital Securities .......................... -- 19,399
Change in liability for Federal Home Loan Bank advances .................... (20,000) (35,000)
Other financing activities ................................................. 6,491 (21,049)
----------- ---------
Net cash provided by financing activities .............................. 38,503 65,257
----------- ---------
Increase (decrease) in cash .................................................. 10,199 (2,412)
Cash at beginning of period .................................................. 18,733 27,669
----------- ---------
Cash at end of period .................................................... $ 28,932 $ 25,257
=========== =========
See notes to consolidated financial statements.
-6-
DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
The financial statements of Delphi Financial Group, Inc. (the "Company," which
term includes the Company and its consolidated subsidiaries unless the context
indicates otherwise) included herein were prepared in conformity with accounting
principles generally accepted in the United States ("GAAP") for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by GAAP for complete financial statements. The information
furnished includes all adjustments and accruals of a normal recurring nature
which are, in the opinion of management, necessary for a fair presentation of
results for the interim periods. Operating results for the six months ended June
30, 2004 are not necessarily indicative of the results that may be expected for
the year ended December 31, 2004. For further information refer to the
consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K/A for the year ended December 31, 2003.
Capitalized terms used herein without definition have the meanings ascribed to
them in the Company's annual report on Form 10-K/A for the year ended December
31, 2003.
Stock Options
Prior to the second quarter of 2003, the Company accounted for its granted stock
options according to Accounting Principles Board Opinion ("APB") No. 25,
"Accounting for Stock Issued to Employees" and related interpretations. All
options granted prior to 2003 had an intrinsic value of zero on the date of
grant under APB No. 25, and, therefore, no stock-based employee compensation
expense is recognized in the Company's financial statements for these options.
During the second quarter of 2003, the Company adopted, effective January 1,
2003, the fair value recognition provisions of Statement of Financial Accounting
Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation." Under the
prospective method provisions of SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," the recognition provisions of SFAS
No. 123 are applied to all option awards granted, modified, or settled after
January 1, 2003. The amount of the expense related to stock-based compensation
included in the determination of the Company's net income for 2004 and 2003 is
lower than if these provisions had been applied to all awards granted since the
original January 1, 1995 effective date of SFAS No. 123. The following table
illustrates the effect on net income and earnings per share as if the Company
had begun to apply the fair value recognition provisions of SFAS No. 123 as of
its original effective date:
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- -------------------------
2004 2003 2004 2003
---------- ---------- ---------- ----------
(dollars in thousands, except per share data)
Net income, as reported .......................................... $ 27,133 $ 24,692 $ 57,754 $ 47,188
Add: Stock-based employee compensation expense included
in reported net income, net of related tax effects ............. 566 352 1,076 352
Deduct: Stock-based employee compensation expense
determined under the fair value based method for all awards,
net of related tax effects .................................... (752) (505) (1,457) (960)
---------- ---------- ---------- ----------
Pro forma net income ............................................. $ 26,947 $ 24,539 $ 57,373 $ 46,580
========== ========== ========== ==========
Earnings per share:
Basic, as reported ............................................... $ 0.85 $ 0.80 $ 1.82 $ 1.52
Basic, pro forma ................................................. 0.84 0.79 1.80 1.50
Diluted, as reported ............................................. $ 0.82 $ 0.77 $ 1.76 $ 1.48
Diluted, pro forma ............................................... 0.81 0.76 1.74 1.45
-7-
DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
NOTE A - SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)
Accounting Changes
Effective January 1, 2004, the Company adopted the American Institute of
Certified Public Accountants' Statement of Position ("SOP") No. 03-1,
"Accounting and Reporting by Insurance Enterprises for Certain Nontraditional
Long-Duration Contracts and for Separate Accounts." Prior to adoption of SOP No.
03-1, the Company was required to report the aggregate of all separate account
assets as a single caption on its balance sheet, which was titled "Assets held
in separate account." Under the provisions of SOP No. 03-1, the Company is
required to allocate its proportionate interest in the separate account's assets
to the corresponding captions in the Company's balance sheet. At June 30, 2004,
the Company's proportionate interest in the separate account's assets was $15.7
million. SOP No. 03-1 also provides specific guidance for accounting for certain
nontraditional long-duration insurance contracts. Nontraditional long-duration
insurance contracts are annuity and life products which combine fixed and
variable features and that are not covered by specific accounting guidance in
SFAS No. 60, "Accounting and Reporting by Insurance Enterprises," or SFAS No.
97, "Accounting and Reporting by Insurance Enterprises for Certain Long-Duration
Contracts and for Realized Gains and Losses from the Sale of Investments." The
Company offers nontraditional long-duration insurance contracts such as annuity
products with a market value adjustment feature and first year bonus interest
rates. The adoption of SOP No. 03-1 did not have a material effect on the
financial position or results of operations of the Company.
The Company adopted revised Financial Accounting Standards Board Interpretation
("FIN") No. 46, "Consolidation of Variable Interest Entities," as of March 31,
2004. The revised interpretation changed the conceptual framework for
determining if an entity holds a controlling interest in a variable interest
entity and required the Company to deconsolidate its subsidiaries that hold
junior subordinated deferrable interest debentures of the Company which underlie
the Company-obligated mandatorily redeemable capital securities of these
subsidiaries. Therefore, at June 30, 2004, the Company presented in its
consolidated financial statements the junior subordinated deferrable interest
debentures of $59.8 million as a liability and its interest of $3.7 million in
the subsidiaries that hold these debentures as a component of other assets. The
adoption of revised FIN 46 did not have a material effect on the Company's
financial position, results of operations or ability to comply with its debt
covenants.
NOTE B - INVESTMENTS
At June 30, 2004, the Company had fixed maturity securities available for sale
with a carrying value and a fair value of $2,899.7 million and an amortized cost
of $2,859.3 million. At December 31, 2003, the Company had fixed maturity
securities available for sale with a carrying value and a fair value of $2,862.0
million and an amortized cost of $2,750.9 million.
The summarized aggregate unaudited net income for the entities in which the
balances with independent investment managers have been invested was $632.7
million and $1,162.5 million for the first six months of 2004 and 2003,
respectively, and $179.8 million and $900.2 million for the second quarters of
2004 and 2003, respectively.
NOTE C - SECURITIES LENDING
The Company maintains a securities lending program under which certain
securities from its portfolio are loaned to other institutions for short periods
of time. The Company maintains full ownership rights to the securities loaned
and continues to earn interest and dividends on them. Accordingly, such
securities are included in invested assets. The Company obtains collateral for
such loans at approximately 102% of the market value of a loaned security. The
Company's institutional lending agent monitors the market value of the
securities loaned and obtains additional collateral as necessary. The collateral
is deposited by the borrower with, and held by, such agent. Cash collateral is
invested by such agent to generate additional income according to specified
guidelines. The securities lending collateral is reported as an asset with a
corresponding liability reflected for the obligation to return the collateral.
At June 30, 2004, the Company had securities on loan with a market value of
$218.3 million and cash collateral of $222.3 million.
-8-
DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
NOTE D - SEGMENT INFORMATION
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- -------------------------
2004 2003 2004 2003
--------- --------- --------- ---------
(dollars in thousands)
Revenues:
Group employee benefit products .. $ 228,295 $ 194,819 $ 453,330 $ 386,833
Asset accumulation products ...... 19,562 22,076 40,122 42,460
Other (1) ........................ 7,897 7,379 15,555 12,447
--------- --------- --------- ---------
255,754 224,274 509,007 441,740
Net realized investment gains .... 1,941 3,464 7,162 4,679
--------- --------- --------- ---------
$ 257,695 $ 227,738 $ 516,169 $ 446,419
========= ========= ========= =========
Operating income:
Group employee benefit products .. $ 39,396 $ 33,477 $ 78,883 $ 66,953
Asset accumulation products ...... 3,766 5,522 8,903 9,187
Other (1) ........................ (1,831) (2,443) (3,079) (5,564)
--------- --------- --------- ---------
41,331 36,556 84,707 70,576
Net realized investment gains .... 1,941 3,464 7,162 4,679
--------- --------- --------- ---------
$ 43,272 $ 40,020 $ 91,869 $ 75,255
========= ========= ========= =========
(1) Consists of operations that do not meet the quantitative thresholds for
determining reportable segments and includes integrated disability and
absence management services and certain corporate activities.
NOTE E - COMPREHENSIVE INCOME
Total comprehensive income (loss) is comprised of net income and other
comprehensive income (loss), which includes the change in unrealized gains and
losses on securities available for sale and the change in the loss on the cash
flow hedge described in the Company's annual report on Form 10-K/A for the year
ended December 31, 2003. Total comprehensive income (loss) was $25.0 million and
$74.7 million for the first six months of 2004 and 2003, respectively, and
$(21.5) million and $56.0 million for the second quarters of 2004 and 2003,
respectively.
-9-
DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
NOTE F - COMPUTATION OF RESULTS PER SHARE
Prior period results per share and applicable share amounts have been restated
to reflect the 3-for-2 common stock split distributed in the form of a 50% stock
dividend on December 22, 2003. The following table sets forth the calculation of
basic and diluted results per share (dollars in thousands, except per share
data):
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
2004 2003 2004 2003
------- ------- ------- -------
(dollars in thousands, except per share data)
Numerator:
Net income ..................................................... $27,133 $24,692 $57,754 $47,188
======= ======= ======= =======
Denominator:
Weighted average common shares outstanding ..................... 31,931 31,053 31,811 31,145
Effect of dilutive securities ................................. 999 816 1,007 700
------- ------- ------- -------
Weighted average common shares outstanding, assuming dilution .. 32,930 31,869 32,818 31,845
======= ======= ======= =======
Basic results per share of common stock:
Net income ....................................................... $ 0.85 $ 0.80 $ 1.82 $ 1.52
Diluted results per share of common stock:
Net income ....................................................... $ 0.82 $ 0.77 $ 1.76 $ 1.48
NOTE G - CONTINGENCIES
In the course of its business, the Company is a party to litigation and other
proceedings, primarily involving its insurance operations. In some cases, these
proceedings entail claims against the Company for punitive damages and similar
types of relief. The ultimate disposition of such pending litigation and
proceedings is not expected to have a material adverse effect on the Company's
consolidated financial position. Incident to its discontinued products, the
Company has been a party to two separate arbitrations arising out of two
accident and health reinsurance arrangements in which it and other companies
formerly were participating reinsurers. During the second quarter of 2004, the
Company, along with other former participants, reached a settlement resolving
the matters in dispute in one of these arbitrations. The Company increased its
reserves relating to the reinsurance business in dispute in the settled
arbitration by a total of $5.5 million during the first half of 2004. At issue
in the remaining arbitration, among other things, is whether certain reinsurance
risks were validly ceded to the Company. The hearing in such arbitration is
scheduled to be held in the current year. While management believes that the
Company has substantial legal grounds for avoiding the reinsurance risks at
issue or obtaining other relief, it is not at this time possible to predict the
ultimate outcome of this arbitration, nor is it feasible to provide reasonable
ranges of potential losses. In the opinion of management, the arbitration, when
ultimately resolved, will not have a material adverse effect on the Company's
consolidated financial position.
-10-
DELPHI FINANCIAL GROUP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
The Company, through its subsidiaries, underwrites a diverse portfolio of group
employee benefit products, primarily group life, disability, and excess workers'
compensation insurance. Revenues from this group of products are primarily
comprised of earned premiums and investment income. The profitability of group
employee benefit products is affected by, among other things, differences
between actual and projected claims experience, the retention of existing
customers and the Company's ability to attract new customers, change premium
rates and contract terms and control administrative expenses. The Company
transfers its exposure to some group employee benefit risks through reinsurance
ceded arrangements with other insurance and reinsurance companies. Therefore,
the profitability of group employee benefit products is affected by the amount,
cost and terms of reinsurance obtained by the Company. Profitability of certain
group employee benefit products is also affected by the difference between the
yield achieved on invested assets and the discount rate used to calculate the
related reserves. The Company is currently experiencing favorable market
conditions for its excess workers' compensation products, due to higher primary
workers' compensation rates. For its other group employee benefit products, the
Company is maintaining its underwriting discipline under competitive market
conditions, and is seeking to increase the size of its sales force in order to
enhance its focus on the small case niche (insured groups of 10 to 500
individuals), including employers which are first-time providers of these
employee benefits, which it believes to offer opportunities for superior
profitability.
The Company also operates an asset accumulation business that focuses primarily
on offering fixed annuities to individuals. Deposits from the Company's asset
accumulation business consist of new annuity sales, which are recorded as
liabilities rather than as premiums. Revenues from the Company's asset
accumulation business are primarily comprised of investment income earned on the
funds under management. The profitability of asset accumulation products is
primarily dependent on the spread achieved between the return on investments and
the interest credited to annuity holders. The Company is disciplined in setting
the crediting rates offered on its asset accumulation products in order to
achieve its targeted interest rate spreads on these products, and is willing to
accept lower levels of sales on these products when market conditions make these
targeted spreads more difficult to achieve.
The following discussion and analysis of the results of operations and financial
condition of the Company should be read in conjunction with the Consolidated
Financial Statements and related notes included in this document, as well as the
Company's annual report on Form 10-K/A for the year ended December 31, 2003.
Capitalized terms used herein without definition have the meanings ascribed to
them in the Company's annual report on Form 10-K/A for the year ended December
31, 2003. The preparation of financial statements in conformity with GAAP
requires management, in some instances, to make judgments about the application
of these principles. The amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period could differ materially from the amounts reported if
different conditions existed or different judgments were utilized. A discussion
of how management applies certain critical accounting policies is presented in
"Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations" of the Company's annual report on Form 10-K/A for the year ended
December 31, 2003 under the caption "Critical Accounting Policies" and should be
read in conjunction with the following discussion and analysis of results of
operations and financial condition of the Company. In addition, a discussion of
uncertainties and contingencies which can affect actual results and could cause
actual results to ultimately differ materially from those described below can be
found below under the caption "Forward-Looking Statements And Cautionary
Statements Regarding Certain Factors That May Affect Future Results."
RESULTS OF OPERATIONS
Six Months Ended June 30, 2004 Compared to
Six Months Ended June 30, 2003
Summary of Results. Net income was $57.8 million, or $1.76 per diluted share,
for the first half of 2004 as compared to $47.2 million, or $1.48 per diluted
share, for the first half of 2003. Net income in the first half of 2004 and 2003
included realized investment gains (net of the related income tax expense) of
$4.7 million, or $0.14 per diluted share, and $3.0 million, or $0.09 per diluted
share, respectively. The increase in net income in the first half of 2004 is
also attributable to growth in income from group employee benefit products and
net investment income partially offset by an increase in interest expense.
Premiums from the Company's core group employee benefit products increased 17%
in the first half of 2004 and the combined ratio (loss ratio plus expense ratio)
remained in the same range as in the first half of 2003. The weighted average
annualized crediting rate on the Company's asset accumulation products, which
reflects the effects of the first year bonus crediting rate on certain newly
issued products, decreased from 5.5% in the first half of 2003 to 4.8% in the
first half of 2004. Net investment income in the
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first half of 2004, which increased 7% from the first half of 2003, reflects a
12% increase in average invested assets. The increase in interest expense
resulted from the Company's issuance of $143.8 million principal amount of 8.00%
Senior Notes due 2033 (the "2033 Senior Notes") and $20.6 million principal
amount of floating rate junior subordinated deferrable interest debentures due
2033 (the "2003 Junior Debentures") in May 2003. The 2003 Junior Debentures were
issued in connection with the issuance of $20.0 million liquidation amount of
Floating Rate Capital Securities (the "2003 Capital Securities") by Delphi
Financial Statutory Trust I (the "Trust") and the related purchase by the
Company of all of the common securities of the Trust.
Premium and Fee Income. Premium and fee income for the first half of 2004 was
$407.8 million as compared to $346.7 million for the first half of 2003, an
increase of 18%. Premiums from core group employee benefit products increased
17% to $379.0 million for the first half of 2004 from $325.0 million for the
first half of 2003. This increase reflects normal growth in employment and
salary levels for the Company's existing customer base, price increases, new
business production and a decrease in premiums ceded by the Company to
reinsurers for these products. Within core group employee benefit products,
premiums from excess workers' compensation insurance for self-insured employers
increased 31% to $90.3 million for the first half of 2004 from $68.8 million for
the first half of 2003. This increase was primarily due to the favorable pricing
environment and demand for this product as a result of higher primary workers'
compensation rates. SNCC obtained average price increases of 12% in connection
with its renewals of insurance coverage during the first half of 2004, and has
continued to obtain significant improvements in contract terms, in particular
higher self-insured retention levels, in these renewals. On average,
self-insured retention levels increased 8% in the first half of 2004. In
addition, retention of existing customers for excess workers' compensation
products for the first half of 2004 was significantly higher than for the first
half of 2003. Excess workers' compensation new business production, which
represents the amount of new annualized premium sold, was $9.9 million for the
first half of 2004 as compared with exceptionally strong production for the
first half of 2003 of $18.9 million. The significantly higher renewal ratio and
rate increases offset the decline in new business production as the Company
focused on achieving rate increases on its existing business and maintained
pricing and underwriting discipline as to new sales. Premiums for the Company's
other core group employee benefit products increased 13% to $288.8 million for
the first half of 2004 from $256.3 million for the first half of 2003,
reflecting new business production and a decrease in premiums ceded by the
Company to reinsurers for these products. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources - Reinsurance." New business production for the Company's
other core group employee benefit products was $82.6 million for the first half
of 2004 as compared with $79.8 million for the first half of 2003. The level of
production achieved in 2004 reflects the Company's focus on the small case niche
(insured groups of 10 to 500 individuals) which resulted in a 20% increase in
production based on the number of cases sold as compared to the first half of
2003. The Company continues to maintain its underwriting discipline under
competitive market conditions for these products and to implement price
increases for certain existing disability and group life customers.
Deposits from the Company's asset accumulation products were $69.8 million for
the first half of 2004 as compared to $53.0 million for the first half of 2003.
These deposits consist of new annuity sales, which are recorded as liabilities
rather than as premiums. The increase in deposits from the Company's asset
accumulation products in 2004 was primarily due to an increase in the number of
independent agents and marketing companies distributing the Company's annuity
products. The interest rate spreads available on these products remained below
average throughout 2003 and the first half of 2004. The Company continues to
maintain its discipline in setting the crediting rates offered on its asset
accumulation products.
Net Investment Income. Net investment income for the first half of 2004 was
$101.2 million as compared to $95.1 million for the first half of 2003, an
increase of 7%. The level of net investment income in the 2004 period reflects
an increase in average invested assets from the 2003 period, partially offset by
a decrease in the tax equivalent weighted average annualized yield. The tax
equivalent weighted average annualized yield on invested assets was 6.5% on
average invested assets of $3,230.2 million for the first half of 2004 and 6.8%
on average invested assets of $2,893.1 million for the first half of 2003.
Net Realized Investment Gains. Net realized investment gains were $7.2 million
for the first half of 2004 as compared to $4.7 million for the first half of
2003. The Company's investment strategy results in periodic sales of securities
and, therefore, the recognition of realized investment gains and losses. During
the first half of 2004 and 2003, the Company recognized $9.7 million and $17.1
million, respectively, of net gains on the sales of securities. The Company
monitors its investments on an ongoing basis. When the market value of a
security declines below its cost, and management judges the decline to be other
than temporary, the security is written down to fair value, and the decline is
reported as a realized investment loss. In the first half of 2004 and 2003, the
Company recognized $2.5 million and $12.4 million, respectively, of losses due
to the other than temporary declines in the market values of certain fixed
maturity securities.
The losses of this type in the first half of 2004 ($1.6 million on an after-tax
basis) resulted primarily from credit quality-related deterioration in certain
municipal and asset-backed securities, and the Company may recognize additional
losses of this type in the future. The Company anticipates that if certain other
existing declines in security values are determined to be other than temporary,
it may recognize additional investment losses in the range of $2 million to $5
million, on an after-tax basis, with respect to the relevant securities.
However, the extent of any such losses will depend on future market developments
and
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changes in security values, and such losses may be outside this range. The
Company continuously monitors the affected securities pursuant to its procedures
for evaluation for the other than temporary impairment in valuation. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Forward-Looking Statements and Cautionary Statements Regarding
Certain Factors That May Affect Future Results" for a description of these
procedures, which take into account a number of factors. It is not possible to
predict the extent of any future changes in value, positive or negative, or the
results of the future application of these procedures, with respect to these
securities. There can be no assurance that the Company will realize investment
gains in the future in an amount sufficient to offset any such losses.
Benefits and Expenses. Policyholder benefits and expenses were $424.3 million
for the first half of 2004 as compared to $371.2 million for the first half of
2003, an increase of 14%. This increase primarily reflects the increase in
premiums from the Company's group employee benefit products discussed above. The
combined ratio (loss ratio plus expense ratio) for the Company's group employee
benefits segment was 94.9% for the first half of 2004 and 95.1% for the first
half of 2003. Benefits and expenses related to the Company's asset accumulation
products decreased $2.1 million primarily due to a decrease in the weighted
average annualized crediting rate on these products, which reflects the effects
of the first year bonus crediting rate on certain newly issued products, from
5.5% in the first half of 2003 to 4.8% in the first half of 2004.
Interest Expense. Interest expense was $9.1 million for the first half of 2004
as compared to $7.6 million for the first half of 2003, an increase of $1.5
million. This increase primarily resulted from the Company's issuance of the
2033 Senior Notes and the 2003 Junior Debentures underlying the 2003 Capital
Securities in May 2003.
Income Tax Expense. Income tax expense was $25.0 million for the first half of
2004 as compared to $20.4 million for the first half of 2003. The increase in
income tax expense is primarily related to the increase in pre-tax income. The
Company's effective tax rate was 30.2% for the first half of 2004 and 2003.
Three Months Ended June 30, 2004 Compared to
Three Months Ended June 30, 2003
Summary of Results. Net income was $27.1 million, or $0.82 per diluted share,
for the second quarter of 2004 as compared to $24.7 million, or $0.77 per
diluted share, for the second quarter of 2003. Net income in the second quarters
of 2004 and 2003 included realized investment gains (net of the related income
tax expense) of $1.3 million, or $0.03 per diluted share, and $2.3 million, or
$0.07 per diluted share, respectively. The increase in net income in the second
quarter of 2004 is also attributable to growth in income from group employee
benefit products. Premiums from the Company's core group employee benefit
products increased 17% in the second quarter of 2004 and the combined ratio
(loss ratio plus expense ratio) decreased to 94.4% in the second quarter of 2004
from 95.3% in the second quarter of 2003. The weighted average annualized
crediting rate on the Company's asset accumulation products, which reflects the
effects of the first year bonus crediting rate on certain newly issued products,
decreased from 5.5% in the second quarter of 2003 to 4.8% in the second quarter
of 2004.
Premium and Fee Income. Premium and fee income in the second quarter of 2004 was
$207.0 million as compared to $174.9 million in the second quarter of 2003, an
increase of 18%. Premiums from core group employee benefit products increased
17% to $190.0 million for the second quarter of 2004 from $162.9 million for the
second quarter of 2003. This increase reflects normal growth in employment and
salary levels for the Company's existing customer base, price increases, and new
business production and a decrease in premiums ceded by the Company to
reinsurers for these products. Within core group employee benefit products,
premiums from excess workers' compensation insurance for self-insured employers
increased 32% to $45.4 million for the second quarter of 2004 from $34.4 million
for the second quarter of 2003. This increase was primarily due to the favorable
pricing environment and demand as a result of higher primary workers'
compensation rates. SNCC obtained average price increases of 8% in connection
with its renewals of insurance coverage during the second quarter of 2004, and
has continued to obtain significant improvements in contract terms, in
particular higher self-insured retention levels, in these renewals. In addition,
retention of existing customers for excess workers' compensation products for
the second quarter of 2004 was significantly higher than for the second quarter
of 2003. Excess workers' compensation new business production, which represents
the amount of new annualized premium sold, was $1.8 million in the second
quarter of 2004 as compared with exceptionally strong production for the second
quarter of 2003 of $8.3 million. The significantly higher renewal ratio and rate
increases offset the decline in new business production as the Company focused
on achieving rate increases on its existing business and maintained pricing and
underwriting discipline as to new sales. Premiums from the Company's other core
group employee benefit products increased 12% to $144.5 million for the second
quarter of 2004 from $128.5 million for the second quarter of 2003, reflecting
new business production and a decrease in premiums ceded by the Company to
reinsurers for these products. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital Resources
- Reinsurance." New business production for the Company's other core group
employee benefit products was $39.4 million for the second quarter of 2004 and
$32.8 million in the second quarter of 2003. The level of production achieved in
2004 reflects the Company's focus on the small case niche (insured groups of 10
to 500 individuals) which resulted in a 27% increase in production based on the
number of cases sold as compared to the second quarter of 2003. The Company
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continues to maintain its underwriting discipline under competitive market
conditions for these products and to implement price increases for certain
existing disability and group life customers.
Deposits from the Company's asset accumulation products were $40.6 million for
the second quarter of 2004 as compared to $29.3 million for the second quarter
of 2003. These deposits are new annuity sales, which are recorded as liabilities
rather than as premiums. The increase in deposits from the Company's asset
accumulation products in 2004 was primarily due to an increase in the number of
agents and marketing companies distributing the Company's annuity products. The
interest rate spreads available on these products remained below average
throughout 2003 and the first half of 2004. The Company continues to maintain
its discipline in setting the crediting rates offered on its asset accumulation
products.
Net Investment Income. Net investment income in the second quarter of 2004 was
$48.7 million as compared to $49.4 million in the second quarter of 2003. The
level of net investment income in the 2004 period reflects a decrease in the tax
equivalent weighted average annualized yield from the 2003 period, partially
offset by an increase in average invested assets. The tax equivalent weighted
average annualized yield on invested assets was 6.1% on average invested assets
of $3,297.2 million in the second quarter of 2004 and 6.8% on average invested
assets of $2,979.8 million in the second quarter of 2003.
Net Realized Investment Gains. Net realized investment gains were $1.9 million
in the second quarter of 2004 as compared to $3.5 million in the second quarter
of 2003. The Company's investment strategy results in periodic sales of
securities and, therefore, the recognition of realized investment gains and
losses. During the second quarters of 2004 and 2003, the Company recognized $2.0
million and $10.7 million, respectively, of net gains on sales of securities.
The Company monitors its investments on an ongoing basis. When the market value
of a security declines below its cost, and management judges the decline to be
other than temporary, the security is written down to fair value, and the
decline is reported as a realized investment loss. In the second quarter of 2004
and 2003, the Company recognized $0.1 million and $7.2 million, respectively, of
losses due to the other than temporary declines in the market values of certain
fixed maturity securities.
The Company may recognize additional losses of this type in the future. The
Company anticipates that if certain other existing declines in security values
are determined to be other than temporary, it may recognize additional
investment losses in the range of $2 million to $5 million, on an after-tax
basis, with respect to the relevant securities. However, the extent of any such
losses will depend on future market developments and changes in security values,
and such losses may be outside this range. The Company continuously monitors the
affected securities pursuant to its procedures for evaluation for the other than
temporary impairment in valuation. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Forward-Looking Statements and
Cautionary Statements Regarding Certain Factors That May Affect Future Results"
for a description of these procedures, which take into account a number of
factors. It is not possible to predict the extent of any future changes in
value, positive or negative, or the results of the future application of these
procedures, with respect to these securities. There can be no assurance that the
Company will realize investment gains in the future in an amount sufficient to
offset any such losses.
Benefits and Expenses. Policyholder benefits and expenses were $214.4 million
for the second quarter of 2004 as compared to $187.7 million for the second
quarter of 2003, an increase of 14%. This increase primarily reflects the
increase in premiums from the Company's group employee benefit products
discussed above. The combined ratio (loss ratio plus expense ratio) for the
Company's group employee benefits segment was 94.4% for the second quarter of
2004 and 95.3% for the second quarter of 2003. Benefits and expenses related to
the Company's asset accumulation products decreased $0.8 million primarily due
to a decrease in the weighted average annualized crediting rate on these
products, which reflects the effects of the first year bonus crediting rate on
certain newly issued products, from 5.5% in the second quarter of 2003 to 4.8%
in the second quarter of 2004.
Income Tax Expense. Income tax expense was $11.6 million for the second quarter
of 2004 as compared to $10.8 million for the second quarter of 2003. The
increase in income tax expense is primarily related to the increase in pre-tax
income. The Company's effective tax rate was 29.9% for the second quarter of
2004 and 30.5% for the second quarter of 2003.
LIQUIDITY AND CAPITAL RESOURCES
General. The Company had approximately $89.6 million of financial resources
available at the holding company level at June 30, 2004, which was primarily
comprised of investments in the common stock of its investment subsidiaries,
fixed maturity securities, balances with independent investment managers, and
short-term investments. The assets of the investment subsidiaries are primarily
invested in balances with independent investment managers. Other sources of
liquidity at the holding company level include dividends paid from subsidiaries,
primarily generated from operating cash flows and investments. The Company's
insurance subsidiaries are permitted, without prior regulatory approval, to make
dividends payments totaling $54.0 million during 2004, of which $1.0 million has
been paid during the first half of 2004. In general, dividends from the
company's non-insurance subsidiaries are not subject to regulatory or other
restrictions. The Company had $78.0 million of borrowings available to it under
its revolving credit facility as of June 30, 2004. A shelf registration
statement is also in effect under which
-14-
securities yielding proceeds of up to $106.2 million may be issued by the
Company.
The Company's current liquidity needs, in addition to funding its operating
expenses, include principal and interest payments on outstanding borrowings
under its revolving credit facility, interest payments on the 2033 Senior Notes,
and distributions on the Capital Securities and the 2003 Capital Securities. The
maximum amount of borrowings available under the Company's revolving credit
facility, which expires in December 2006, is $100.0 million. The 2033 Senior
Notes mature in their entirety in May 2033 and are not subject to any sinking
fund requirements but are redeemable by the Company at par at any time on or
after May 15, 2008. The junior subordinated debentures underlying the Capital
Securities are not redeemable prior to March 25, 2007. The junior subordinated
debentures underlying the 2003 Capital Securities are redeemable, in whole or in
part, beginning May 15, 2008.
The Company and its subsidiaries expect available resources of liquidity to
exceed their current and long-term cash requirements.
Investments. The Company's overall investment strategy emphasizes safety and
liquidity, while seeking the best available return, by focusing on, among other
things, managing the Company's interest-sensitive assets and liabilities and
seeking to minimize the Company's exposure to fluctuations in interest rates.
The Company's investment portfolio, which totaled $3.3 billion at June 30, 2004,
primarily consists of investments in fixed maturity securities and short-term
investments. The weighted average credit rating of the Company's fixed maturity
portfolio as rated by Standard & Poor's Corporation was "AA" at June 30, 2004.
While the investment grade rating of the Company's fixed maturity portfolio
addresses credit risk, it does not address other risks, such as prepayment and
extension risks. The Company also invests in balances with independent
investment managers, consisting primarily of investments in limited partnerships
which invest in various financial instruments. These investments are reflected
in the Company's financial statements under the equity method; accordingly,
positive or negative changes in the values of the partnerships' investments are
included in net investment income. For this purpose, the Company estimates the
values of its balances with independent investment managers based on values
provided by the managers, as adjusted based on available information concerning
the underlying investment portfolios. As of June 30, 2004, there were no
adjustments in such values, as compared with reductions in value of $6.7 million
at each of March 31, 2004 and December 31, 2003. The Company believes that its
estimates reasonably reflect the values of its balances with independent
investment managers; however, there can be no assurance that such values will
ultimately be realized upon liquidation of such balances. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Forward-Looking Statements and Cautionary Statements Regarding Certain Factors
That May Affect Future Results" for a discussion of various risks relating to
the Company's investment portfolio.
Reinsurance. The Company cedes portions of the risks relating to its group
employee benefit products under indemnity reinsurance agreements with various
unaffiliated reinsurers. The Company pays reinsurance premiums generally based
upon percentages of the Company's premiums on the business reinsured. These
agreements expire at various intervals as to new risks, and replacement
agreements are negotiated on terms believed appropriate in light of current
market conditions. During 2003, the Company replaced certain of its existing
reinsurance arrangements for its excess workers' compensation and long-term
disability products. Under the replacement arrangements for excess workers'
compensation products, the Company reinsures excess workers' compensation risks
between $5.0 million (compared to $3.0 million previously) and $50.0 million,
and a majority in proportionate amount of the risks between $50.0 million and
$100.0 million, per policy per occurrence. For long-term disability products,
effective October 1, 2003 for new policies and, for existing policies, the
earlier of the next policy anniversary date or October 1, 2004, the Company
reinsures risks in excess of $7,500 (compared to $2,500 previously) in benefits
per individual per month. These changes reduced the reinsurance premiums paid by
the Company for these products. However, in the case of long-term disability
products, management does not believe that this reduction is sufficient to
compensate for the anticipated level of losses in the $2,500 to $7,500 layer of
monthly benefits for which the Company retains the risk under the new
reinsurance arrangement. The Company has implemented a variety of initiatives,
including pricing and underwriting initiatives, for these products; however,
there can be no assurance that such initiatives will be successful. If such
initiatives are not successful, the Company's results of operations could be
adversely affected. See "Forward-Looking Statements And Cautionary Statements
Regarding Certain Factors That May Affect Future Results."
RSLIC Performance-Contingent Options. In April 2004, the Company granted
performance-contingent incentive options to purchase 150,000 shares of the
Company's Class A Common Stock to each of the seven members of executive
management of RSLIC, for a total of 1,050,000 options, subject to approval by
the Company's stockholders at the 2004 annual meeting of the proposed increase
in the number of shares reserved for issuance under the Company's option plan
under which the options were granted by 1,000,000 shares. This approval has been
received. The options, which have a ten-year term and whose exercise price
equals the fair market value of a share of such stock (as determined in
accordance with the Company's option plan under which the options were granted)
on the grant date, will become exercisable only to the extent that RSLIC-Texas,
RSLIC's parent company, meets specified cumulative financial performance targets
for the three or five fiscal year periods beginning with the current year;
otherwise, such options will be forfeited. These targets, as described below,
generally require that RSLIC-Texas's
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aggregate consolidated Pre-Tax Operating Income, as defined and computed under
each of the related option agreements ("PTOI"), increases during these periods
at an annual average rate of over 11% for any of the options to become
exercisable, and at an annual average rate of at least 16% for the options to
become fully exercisable.
75,000 of each executive's options will become exercisable if RSLIC-Texas's PTOI
for the three year performance period is at least $329.4 million; otherwise, a
reduced number of such options will become exercisable to the extent that PTOI
for such period exceeds $300.5 million, determined by interpolating between zero
and 75,000 according to where the PTOI amount falls in the range between $300.5
million and $329.4 million.
150,000 of each executive's options (minus the number of any options that become
exercisable for the three year performance period) will become exercisable if
RSLIC-Texas's aggregate PTOI for the five year performance period is at least
$646.2 million; otherwise, a reduced number of such options will become
exercisable to the extent that PTOI for such period exceeds $559.9 million,
determined by interpolating between zero and 150,000 according to where the PTOI
amount falls in the range between $559.9 million and $646.2 million.
Under the option agreements, the formula for determining PTOI incorporates
certain adjustments in order to focus on the performance of RSLIC-Texas's
insurance operations; in particular, the formula excludes realized investment
gains and losses. Accordingly, the PTOI amounts that would result in the
applicable financial performance targets being met will not be the same as
RSLIC-Texas's income before income tax expense, calculated in accordance with
GAAP, for the relevant periods.
The Company believes that these options will provide substantial incentives for
these executives to contribute toward RSLIC-Texas's attaining the specified
targets, thereby enhancing the Company's financial performance; however, no
assurance can be given that such results will be achieved. During the second
quarter of 2004, the Company began recognizing compensation expense for these
options under the fair value recognition provisions of SFAS No. 123 over the
performance period. The compensation expense associated with these options did
not have a material effect on the Company's financial position or results of
operations.
MARKET RISK
There have been no material changes in the Company's exposure to market risk or
its management of such risk since December 31, 2003.
CONTROLS AND PROCEDURES
As of the end of the period covered by this report, an evaluation was performed
under the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer ("CEO") and Vice President and
Treasurer (the individual who acts in the capacity of chief financial officer),
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures (as defined in the rules and regulations of the
Securities and Exchange Commission). Based on that evaluation, the Company's
management, including the CEO and Vice President and Treasurer, concluded that
the Company's disclosure controls and procedures were effective. There were no
changes in the Company's internal control over financial reporting during the
fiscal quarter to which this report relates that have materially affected, or
are reasonably likely to materially affect, the Company's internal control over
financial reporting.
FORWARD-LOOKING STATEMENTS AND CAUTIONARY STATEMENTS REGARDING CERTAIN FACTORS
THAT MAY AFFECT FUTURE RESULTS
In connection with, and because it desires to take advantage of, the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995, the
Company cautions readers regarding certain forward-looking statements in the
above "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and elsewhere in this Form 10-Q and in any other statement made
by, or on behalf of, the Company, whether in future filings with the Securities
and Exchange Commission or otherwise. Forward-looking statements are statements
not based on historical information and which relate to future operations,
strategies, financial results, prospects, outlooks or other developments. Some
forward-looking statements may be identified by the use of terms such as
"expects," "believes," "anticipates," "intends," "judgment" or other similar
expressions. Forward-looking statements are necessarily based upon estimates and
assumptions that are inherently subject to significant business, economic,
competitive and other uncertainties and contingencies, many of which are beyond
the Company's control and many of which, with respect to future business
decisions, are subject to change. Examples of such uncertainties and
contingencies include, among other important factors, those affecting the
insurance industry generally, such as the economic and interest rate
environment, federal and state legislative and regulatory developments,
including but not limited to changes in financial services and tax laws and
regulations, market pricing and competitive trends relating to insurance
products and services, acts of terrorism or war, and the availability and cost
of reinsurance, and those relating specifically to the Company's business, such
as the level
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of its insurance premiums and fee income, the claims experience, persistency and
other factors affecting the profitability of its insurance products, the
performance of its investment portfolio and changes in the Company's investment
strategy, acquisitions of companies or blocks of business, and ratings by major
rating organizations of its insurance subsidiaries. These uncertainties and
contingencies can affect actual results and could cause actual results to differ
materially from those expressed in any forward-looking statements made by, or on
behalf of, the Company. Certain of these uncertainties and contingencies are
described in more detail in the remainder of this section. The Company disclaims
any obligation to update forward-looking information.
RESERVES ESTABLISHED FOR FUTURE POLICY BENEFITS AND CLAIMS MAY PROVE
INADEQUATE.
The Company establishes reserves for future policy benefits and unpaid claims
and claim expenses relating to its insurance products. These reserves are
calculated using various generally recognized actuarial methodologies and are
based upon assumptions that management believes are appropriate and which vary
by type of product. Annually, external actuarial experts also review the
Company's methodologies, assumptions and the resulting reserves. The estimation
process is complex and involves information obtained from company-specific and
industry-wide data, as well as general economic information. The most
significant assumptions made in the estimation process for future policy
benefits relate to mortality, morbidity, claim termination and discount rates.
The reserves for unpaid claims and claim expenses are determined on an
individual basis for reported claims and estimates of incurred but not reported
losses are developed on the basis of past experience. The most significant
assumptions made in the estimation process for unpaid claims and claim expenses
are the trend in loss costs, the expected frequency and severity of claims,
changes in the timing of the reporting of losses from the loss date to the
notification date, and expected costs to settle unpaid claims. The assumptions
vary based on the year the claim is incurred. Disability reserves for unpaid
claims and claim expenses are discounted using interest rate assumptions based
upon projected portfolio yield rates for the assets supporting the liabilities.
The assets selected to support these liabilities produce cash flows that are
intended to match the timing and amount of anticipated claim and claim expense
payments. Excess workers' compensation claim reserves are discounted using
interest rate assumptions based on the risk-free rate of return for U.S.
Government securities with a duration comparable to the expected duration and
payment pattern of the claims at the time the claims are settled. The rates used
to discount reserves are determined annually. The methods and assumptions used
to establish reserves for future policy benefits and unpaid claims and claim
expenses are continually reviewed and updated based on current circumstances,
and any resulting adjustments are reflected in earnings currently.
The Company's projected ultimate insurance liabilities and associated reserves
are estimates, which are subject to variability. This variability arises because
the factors and events affecting the ultimate liability have not all taken
place, and thus cannot be evaluated with certainty. Moreover, under the
actuarial methodologies discussed above, these estimates are subject to
reevaluation based on developing trends with respect to the Company's loss
experience. Such trends may emerge over longer periods of time, and changes in
such trends cannot necessarily be identified or predicted at any given time by
reference to current claims experience, whether favorable or unfavorable. If the
Company's actual loss experience from its current or discontinued products is
different from the Company's assumptions or estimates, the Company's reserves
could be inadequate. In such event, the Company's results of operations,
liquidity or financial condition could be materially adversely affected.
THE MARKET VALUES OF THE COMPANY'S INVESTMENTS FLUCTUATE.
The market values of the Company's investments vary depending on economic and
market conditions, including interest rates, and such values can decline as a
result of changes in such conditions. Increasing interest rates or a widening in
the spread between interest rates available on U.S. Treasury securities and
corporate debt, for example, will typically have an adverse impact on the market
values of the fixed maturity securities in the Company's investment portfolio.
If interest rates decline, the Company generally achieves a lower overall rate
of return on investments of cash generated from the Company's operations. In
addition, in the event that investments are called or mature in a declining
interest rate environment, the Company may be unable to reinvest the proceeds in
securities with comparable interest rates. The Company may also in the future be
required or determine to sell certain investments at a price and a time when the
market value of such investments is less than the book value of such
investments.
Declines in the fair value of investments that are considered in the judgment of
management to be other than temporary are reported as realized investment
losses. The Company evaluates, among other things, the financial position and
prospects of the issuer, conditions in the issuer's industry and geographic
area, liquidity of the investment, changes in the amount or timing of expected
future cash flows from the investment, and recent downgrades of the issuer by a
rating agency to determine if and when a decline in the fair value of an
investment below amortized cost is other than temporary. The length of time and
extent to which the fair value of the investment is lower than its amortized
cost and the Company's ability and intent to retain the investment to allow for
any anticipated recovery in the investment's fair value are also considered. The
Company has experienced and may in the future experience losses from other than
temporary declines in security values. Such losses are recorded as realized
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investment losses in the income statement. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Results of
Operations."
THE COMPANY'S INVESTMENT STRATEGY EXPOSES THE COMPANY TO DEFAULT AND OTHER
RISKS.
The management of the Company's investment portfolio is an important component
of the Company's profitability since a substantial portion of the Company's
operating income is generated from the difference between the yield achieved on
invested assets and, in the case of asset accumulation products, the interest
credited on policyholder funds and, in the case of the Company's other products
for which reserves are discounted, the discount rate used to calculate the
related reserves.
The Company is subject to the risk, among others, that the issuers of the fixed
maturity securities the Company owns will default on principal and interest
payments. A major economic downturn or any of the various other factors that
affect issuers' ability to pay could result in issuer defaults. Because the
Company's investments consist primarily of fixed maturity securities and
short-term investments, such defaults could materially adversely affect the
Company's results of operations, liquidity or financial condition. The Company
continually monitors its investment portfolio and attempts to ensure that the
risks associated with concentrations of investments in either a particular
sector of the market or a single entity are limited.
At June 30, 2004, mortgage-backed securities comprised 22% of the Company's
total invested assets. Mortgage-backed securities subject the Company to a
degree of interest rate risk, including prepayment and extension risk, which is
generally a function of the sensitivity of each security's underlying collateral
to prepayments under varying interest rate environments and the repayment
priority of the securities in the particular securitization structure. The
Company seeks to limit the extent of this risk by emphasizing the more
predictable payment classes and securities with stable collateral.
The Company, through its insurance subsidiaries, maintains a program in which
investments are financed using advances from various Federal Home Loan Banks. At
June 30, 2004, the Company had outstanding advances of $130.0 million, of which
$15.0 million were borrowed by the Company during the second quarter of 2004.
These advances, which were obtained at a fixed rate, have a weighted average
term to maturity of 7.1 years. A total of $60.0 million of these advances will
mature during the remainder of 2004. In addition, the Company has utilized
reverse repurchase agreements, futures and option contracts and interest rate
swap contracts from time to time in connection with the Company's investment
strategy. These transactions require the Company to maintain securities or cash
on deposit with the applicable counterparty as collateral. As the market value
of the collateral or contracts changes, the Company may be required to deposit
additional collateral or be entitled to have a portion of the collateral
returned to it.
The types and amounts of investments made by the Company's insurance
subsidiaries are subject to the insurance laws and regulations of their
respective states of domicile. Each of these states has comprehensive investment
regulations. In addition, the Company's revolving credit facility also contains
limitations, with which the Company is currently in compliance in all material
aspects, on the composition of the Company's investment portfolio.
THE COMPANY'S FINANCIAL POSITION EXPOSES THE COMPANY TO INTEREST RATE
RISKS.
Because the Company's primary assets and liabilities are financial in nature,
the Company's consolidated financial position and earnings are subject to risks
resulting from changes in interest rates. The Company manages this risk by
active portfolio management focusing on minimizing its exposure to fluctuations
in interest rates by matching its invested assets and related liabilities and by
periodically adjusting the crediting rates on its annuity products.
Profitability of certain group employee benefit products is also affected by the
difference between the yield achieved on invested assets and the discount rate
used to calculate the related reserves. The Company manages this risk by
adjusting the prices charged for these products.
THE COMPANY'S ABILITY TO REDUCE ITS EXPOSURE TO RISKS DEPENDS ON THE
AVAILABILITY AND COST OF REINSURANCE.
The Company transfers its exposure to some risks through reinsurance
arrangements with other insurance and reinsurance companies. Under the Company's
reinsurance arrangements, another insurer assumes a specified portion of the
Company's losses and loss adjustment expenses in exchange for a specified
portion of policy premiums. The availability, amount, cost and terms of
reinsurance may vary significantly based on market conditions. Any decrease in
the amount of the Company's reinsurance will increase the Company's risk of loss
and any increase in the cost of such reinsurance will, absent a decrease in the
reinsurance amount, reduce the Company's premium income. In either case, the
Company's operating results could be adversely affected unless it is able to
accordingly adjust the prices or other terms of its insurance policies or
successfully implement other operational initiatives, as to which no assurance
can be given. Furthermore, the Company is subject to credit risk with respect to
reinsurance. The Company obtains reinsurance primarily through indemnity
reinsurance transactions in which the Company is still liable for the
transferred risks if the reinsurers fail to meet their financial obligations.
Such failures could materially affect the Company's results of operations,
liquidity or financial condition.
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Some reinsurers experienced significant losses related to the terrorist events
of September 11, 2001. As a result of this and other market factors, higher
prices and less favorable terms and conditions continue to be offered in the
reinsurance market. These market conditions are reflected in the terms of the
replacement reinsurance arrangements entered into during 2003 for the Company's
excess workers' compensation and long-term disability products. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources - Reinsurance." It is likely that,
in the future, the Company's reinsurers will continue to seek price increases,
although the extent of such increases cannot currently be predicted. Also, there
has been significantly reduced availability of reinsurance covering risks such
as terrorist and catastrophic events. Accordingly, substantially all of the
Company's coverages of this nature were discontinued in 2002, which would result
in the Company retaining a higher portion of losses from such events if they
occur. The Company has not been able to replace such coverages on acceptable
terms due to present market conditions, and there can be no assurance that the
Company will be able to do so in the future. However, under the Terrorism Act,
the federal government will pay 90% of the Company's covered losses relating to
acts of international terrorism from property and casualty products directly
written by SNCC above the Company's annual deductible. The occurrence of a
significant catastrophic event could have a material adverse effect on the
Company's results of operations, liquidity or financial condition.
THE INSURANCE BUSINESS IS A HEAVILY REGULATED INDUSTRY.
The Company's insurance subsidiaries, like other insurance companies, are highly
regulated by state insurance authorities in the states in which they are
domiciled and the states in which they conduct business. Such regulations, among
other things, limit the amount of dividends and other payments that can be made
by such subsidiaries without prior regulatory approval and impose restrictions
on the amount and type of investments such subsidiaries may have. These
regulations also affect many other aspects of the Company's insurance
subsidiaries' businesses, including, for example, risk-based capital
requirements, various reserve requirements, the terms, conditions and manner of
sale and marketing of insurance products, claims-handling practices and the form
and content of required financial statements. These regulations are intended to
protect policyholders rather than investors. The ability of the Company's
insurance subsidiaries to continue to conduct their businesses is dependent upon
the maintenance of their licenses in these various states.
From time to time, increased scrutiny has been placed upon the insurance
regulatory framework, and a number of state legislatures have considered or
enacted legislative measures that alter, and in many cases increase, state
authority to regulate insurance companies. In addition to legislative
initiatives of this type, the National Association of Insurance Commissioners
and insurance regulators are continuously involved in a process of reexamining
existing laws and regulations and their application to insurance companies.
Furthermore, while the federal government currently does not directly regulate
the insurance business, federal legislation and administrative policies (and
court interpretations thereof) in a number of areas, such as employee benefits
regulation, age, sex and disability-based discrimination, financial services
regulation and federal taxation, can significantly affect the insurance
business. It is not possible to predict the future impact of changing regulation
on the operations of the Company and those of its insurance subsidiaries.
The Company's insurance subsidiaries can also be required, under solvency or
guaranty laws of most states in which they do business, to pay assessments to
fund policyholder losses or liabilities of insurance companies that become
insolvent.
THE FINANCIAL SERVICES INDUSTRY IS HIGHLY COMPETITIVE.
The Company competes with numerous other insurance and financial services
companies. Many of these organizations have substantially greater assets, higher
ratings from rating agencies, larger and more diversified portfolios of
insurance products and larger agency sales operations than the Company.
Competition in asset accumulation product markets is also encountered from the
expanding number of banks, securities brokerage firms and other financial
intermediaries marketing alternative savings products, such as mutual funds,
traditional bank investments and retirement funding alternatives.
THE COMPANY MAY BE ADVERSELY IMPACTED BY A DECLINE IN THE RATINGS OF THE
COMPANY'S INSURANCE SUBSIDIARIES.
Ratings with respect to claims-paying ability and financial strength have become
an increasingly important factor impacting the competitive position of insurance
companies. Each of the rating agencies reviews its ratings of companies
periodically and there can be no assurance that current ratings will be
maintained or improved in the future. Claims-paying and financial strength
ratings are based upon factors relevant to policyowners and are not directed
toward protection of investors. Downgrades in the ratings of the Company's
insurance subsidiaries could adversely affect sales of their products and could
have a material adverse effect on the results of the Company's operations.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Incorporated by reference to Note G to the Consolidated Financial
Statements included herein.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on May 5, 2004.
The directors elected at the meeting will serve for a term ending on
the date of the 2005 Annual Meeting of Stockholders. The directors
elected at the meeting were Donald A. Sherman, Robert Rosenkranz,
Lawrence E. Daurelle, Edward A. Fox, Van D. Greenfield, Harold F.
Ilg, James N. Meehan, Philip R. O'Connor, and Robert M. Smith, Jr.
One director is voted upon by the Class A stockholders, voting
separately as a class. At the 2004 Annual Meeting that director was
Mr. Sherman.
The voting results for all matters at the meeting were as follows:
1) Election of Directors
VOTES
-------------------------
Withhold
For Authority
---------- ---------
Class A Director:
Donald A. Sherman ..... 22,888,270 1,424,000
Directors:
Robert Rosenkranz ..... 49,951,003 1,454,450
Lawrence E. Daurelle .. 49,988,353 1,417,100
Edward A. Fox ......... 49,929,639 1,475,814
Van D. Greenfield ..... 50,371,054 1,034,399
Harold F. Ilg ......... 49,937,139 1,468,314
James N. Meehan ....... 49,988,353 1,417,100
Philip R. O'Connor .... 50,312,940 1,092,513
Robert M. Smith, Jr ... 49,988,353 1,417,100
2) All Other Matters - The proposal to amend the Company's 2003
Employee Long-Term Incentive and Share Award Plan to increase
the number of shares available thereunder received 33,069,662
votes for approval and 15,953,938 votes against approval, with
10,076 votes abstaining and 2,371,777 broker non-votes. The
proposal to adopt the Annual Incentive Compensation Plan
received 47,071,145 votes for approval and 1,952,103 votes
against approval, with 10,428 votes abstaining and 2,371,777
broker non-votes. The shareholder proposal regarding
investments in tobacco equities received 238,679 votes for
approval and 47,223,027 votes against approval, with 1,571,970
votes abstaining and 2,371,777 broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Stock Option Award Agreement, dated May 19, 2004, for Lawrence
E. Daurelle. (Filed previously.)
10.2 Reliance Standard Life Insurance Company Management Incentive
Compensation Plan (Filed previously.)
11.1 Computation of Results per Share of Common Stock (incorporated
by reference to Note F to the Consolidated Financial
Statements included elsewhere herein)
31.1 Certification by the Chairman of the Board, President and
Chief Executive Officer of Periodic Report Pursuant to Rule
13a-14(a) or 15d-14(a)
31.2 Certification by the Vice President and Treasurer of Periodic
Report Pursuant to Rule 13a-14(a) or 15d-14(a)
32.1 Certification of Periodic Report Pursuant to 18 U.S.C. Section
1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
(b) Reports on Form 8-K
The Company filed a report on Form 8-K on April 27, 2004, under Item
12, containing a press release announcing first quarter 2004
earnings. The information in such report was furnished pursuant to
Item 12 of Form 8-K and shall not be deemed to have been filed for
purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that section.
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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.
DELPHI FINANCIAL GROUP, INC. (Registrant)
/s/ ROBERT ROSENKRANZ
--------------------------------------------
Robert Rosenkranz
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
/s/ THOMAS W. BURGHART
--------------------------------------------
Thomas W. Burghart
Vice President and Treasurer
(Principal Accounting and Financial Officer)
Date: November 5, 2004
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