UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the Quarterly Period Ended June 30, 2003
[ ] 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 (Registrant's (I.R.S. Employer
jurisdiction of telephone number, Identification
incorporation or including area code) Number)
organization)
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, 2003, the Registrant had 17,751,799 shares of Class A Common
Stock and 2,784,905 shares of Class B Common Stock outstanding.
DELPHI FINANCIAL GROUP, INC.
FORM 10-Q
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, 2003 and 2002................................................. 3
Consolidated Balance Sheets at June 30, 2003 and
December 31, 2002................................................................... 4
Consolidated Statements of Shareholders' Equity for the
Six Months Ended June 30, 2003 and 2002............................................. 5
Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 2003 and 2002............................................. 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 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,
-------------------------- --------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
Revenue:
Premium and fee income.................................... $ 174,920 $ 156,348 $ 346,681 $ 313,175
Net investment income..................................... 49,354 39,105 95,059 80,169
Net realized investment gains............................. 3,464 218 4,679 313
Loss on extinguishment of debt ........................... - (332) - (332)
----------- ----------- ----------- -----------
227,738 195,339 446,419 393,325
----------- ----------- ----------- -----------
Benefits and expenses:
Benefits, claims and interest credited to policyholders... 130,213 116,415 260,627 236,948
Commissions............................................... 13,281 12,184 25,270 22,031
Amortization of cost of business acquired................. 13,612 10,623 25,949 21,072
Other operating expenses.................................. 30,612 24,663 59,318 49,988
----------- ----------- ----------- -----------
187,718 163,885 371,164 330,039
----------- ----------- ----------- -----------
Operating income....................................... 40,020 31,454 75,255 63,286
Interest expense:
Corporate debt............................................ 3,535 2,230 5,804 4,758
Dividends on capital securities........................... 977 839 1,816 1,678
----------- ----------- ----------- -----------
4,512 3,069 7,620 6,436
----------- ----------- ----------- -----------
Income before income tax expense....................... 35,508 28,385 67,635 56,850
Income tax expense........................................... 10,816 8,869 20,447 17,764
----------- ----------- ----------- -----------
Net income............................................. $ 24,692 $ 19,516 $ 47,188 $ 39,086
=========== =========== =========== ===========
Basic results per share of common stock:
Net income................................................ $ 1.19 $ 0.94 $ 2.27 $ 1.89
Diluted results per share of common stock:
Net income................................................ $ 1.16 $ 0.92 $ 2.22 $ 1.84
Dividends paid per share of common stock..................... $ 0.08 $ 0.07 $ 0.16 $ 0.14
See notes to consolidated financial statements.
-3-
DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
June 30, December 31,
2003 2002
------------ ------------
Assets:
Investments:
Fixed maturity securities, available for sale................................ $ 2,646,380 $ 2,495,629
Short-term investments....................................................... 219,329 204,890
Other investments............................................................ 243,849 115,532
------------ ------------
3,109,558 2,816,051
Cash............................................................................ 25,257 27,669
Cost of business acquired....................................................... 169,664 168,110
Reinsurance receivables......................................................... 398,903 392,659
Goodwill........................................................................ 93,929 93,929
Other assets.................................................................... 183,135 163,371
Assets held in separate account................................................. 85,212 73,153
------------ ------------
Total assets................................................................. $ 4,065,658 $ 3,734,942
============ ============
Liabilities and Shareholders' Equity:
Future policy benefits:
Life......................................................................... $ 239,103 $ 229,743
Disability and accident............................................................ 417,133 390,717
Unpaid claims and claim expenses:
Life......................................................................... 44,521 40,627
Disability and accident...................................................... 182,561 175,271
Casualty..................................................................... 546,446 534,856
Policyholder account balances................................................... 936,829 909,961
Corporate debt.................................................................. 210,235 118,139
Other liabilities and policyholder funds........................................ 613,732 554,890
Liabilities related to separate account......................................... 71,251 63,033
------------ ------------
Total liabilities............................................................ 3,261,811 3,017,237
------------ ------------
Company-obligated mandatorily redeemable capital securities
of subsidiaries ............................................................. 56,050 36,050
------------ ------------
Shareholders' equity:
Preferred Stock, $.01 par; 10,000,000 shares authorized...................... - -
Class A Common Stock, $.01 par; 40,000,000 shares authorized;
19,211,450 and 18,927,855 shares issued and outstanding, respectively..... 192 189
Class B Common Stock, $.01 par; 20,000,000 shares authorized;
2,984,905 and 3,194,905 shares issued and outstanding, respectively....... 30 32
Additional paid-in capital................................................... 375,589 373,356
Accumulated other comprehensive income....................................... 57,491 30,003
Retained earnings............................................................ 373,473 329,574
Treasury stock, at cost; 1,706,690 and 1,505,290 shares of Class A
Common Stock, respectively................................................ (58,978) (51,499)
------------ ------------
Total shareholders' equity................................................ 747,797 681,655
------------ ------------
Total liabilities and shareholders' equity............................ $ 4,065,658 $ 3,734,942
============ ============
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 (Loss) Income Earnings Stock Total
--------- --------- --------- ------------ --------- --------- ---------
Balance, January 1, 2002............. $ 178 $ 41 $ 369,385 $ (10,985) $ 274,874 $ (51,499) $ 581,994
---------
Net income........................... - - - - 39,086 - 39,086
Other comprehensive income:
Decrease in net unrealized
depreciation on investments..... - - - 8,005 - - 8,005
---------
Comprehensive income................. 47,091
Issuance of stock, exercise of stock
options and share conversions..... 9 (8) 2,577 - - - 2,578
Cash dividends....................... - - - - (2,866) - (2,866)
--------- --------- --------- ------------ --------- --------- ---------
Balance, June 30, 2002............... $ 187 $ 33 $ 371,962 $ (2,980) $ 311,094 $ (51,499) $ 628,797
========= ========= ========= ============ ========= ========= =========
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
========= ========= ========= ============ ========= ========= =========
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,
---------------------------
2003 2002
----------- -----------
Operating activities:
Net income........................................................................ $ 47,188 $ 39,086
Adjustments to reconcile net income to net cash provided
by operating activities:
Change in policy liabilities and policyholder accounts......................... 88,172 75,246
Net change in reinsurance receivables and payables............................. (3,965) (9,265)
Amortization, principally the cost of business acquired and investments........ 14,134 837
Deferred costs of business acquired............................................ (39,320) (33,729)
Net realized gains on investments.............................................. (4,679) (313)
Loss on extinguishment of debt................................................. - 332
Net change in trading account securities....................................... (5,513) 3,200
Net change in federal income tax liability..................................... 9,382 10,166
Other.......................................................................... (13,864) 3,604
----------- -----------
Net cash provided by operating activities.................................... 91,535 89,164
----------- -----------
Investing activities:
Purchases of investments and loans made........................................... (755,971) (492,711)
Sales of investments and receipts from repayment of loans......................... 514,257 319,379
Maturities of investments......................................................... 100,640 96,395
Net change in short-term investments.............................................. (14,289) (70,224)
Change in deposit in separate account............................................. (3,841) 212
----------- -----------
Net cash used by investing activities........................................ (159,204) (146,949)
----------- -----------
Financing activities:
Deposits to policyholder accounts................................................. 56,078 38,727
Withdrawals from policyholder accounts............................................ (41,743) (28,776)
Proceeds from issuance of 2033 Senior Notes....................................... 139,222 -
Borrowings under revolving credit facilities...................................... 28,000 29,000
Principal payments under revolving credit facilities.............................. (65,000) (13,000)
Repayments or repurchase of other corporate debt.................................. (14,650) (19,874)
Proceeds from issuance of 2003 Capital Securities................................. 19,399 -
Change in liability for Federal Home Loan Bank advances........................... (35,000) 35,000
Change in liability for securities loaned......................................... - 19,153
Other financing activities........................................................ (21,049) (288)
----------- -----------
Net cash provided by financing activities.................................... 65,257 59,942
----------- -----------
Increase in cash..................................................................... (2,412) 2,157
Cash at beginning of period.......................................................... 27,669 11,682
----------- -----------
Cash at end of period.......................................................... $ 25,257 $ 13,839
=========== ===========
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, 2003 are not necessarily indicative of the results that may be expected for
the year ended December 31, 2003. For further information refer to the
consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 2002.
Capitalized terms used herein without definition have the meanings ascribed to
them in the Company's report on Form 10-K for the year ended December 31, 2002.
Accounting Changes
Loss on extinguishment of debt. As of January 1, 2003, the Company adopted
Statement of Financial Accounting Standards ("SFAS") No. 145, "Rescission of
FASB Statements No. 4, 44, and 62, Amendment of FASB Statement No. 13, and
Technical Corrections." SFAS No. 145 rescinded SFAS No. 4, which required all
gains and losses from extinguishment of debt to be aggregated and classified as
an extraordinary item, net of the related income tax effect. Under SFAS No. 145,
gains or losses from extinguishment of debt are classified as income or loss
from operations in the income statement. Prior year financial statements have
been reclassified to conform to the requirements of SFAS No. 145.
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 was recognized in the Company's financial
statements for the three and six months ended June 30, 2002. During the second
quarter of 2003, the Company adopted, effective January 1, 2003, the fair value
recognition provisions of 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 will be applied to all option awards
granted, modified, or settled after January 1, 2003. The expense related to
stock-based compensation included in the determination of the Company's net
income for 2003 will be less 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,
--------------------- ---------------------
2003 2002 2003 2002
--------- --------- --------- ---------
(dollars in thousands, except per share data)
Net income, as reported.............................................. $ 24,692 $ 19,516 $ 47,188 $ 39,086
Add: Stock-based employee compensation expense included
in reported net income, net of related tax effects................ 352 - 352 -
Deduct: Stock-based employee compensation expense
determined under the fair value based method for all awards,
net of related tax effects........................................ (505) (646) (960) (1,265)
--------- --------- --------- ---------
Pro forma net income................................................. $ 24,539 $ 18,870 $ 46,580 $ 37,821
========= ========= ========= =========
Earnings per share:
Basic, as reported................................................ $ 1.19 $ 0.94 $ 2.27 $ 1.89
Basic, pro forma.................................................. 1.19 0.91 2.24 1.83
Diluted, as reported.............................................. $ 1.16 $ 0.92 $ 2.22 $ 1.84
Diluted, pro forma................................................ 1.14 0.88 2.18 1.77
-7-
DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
NOTE A - SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)
Recently Issued Accounting Standards
In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation ("FIN") No. 46, "Consolidation of Variable Interest Entitites,"
which provides new criteria for determining whether consolidation accounting is
required for a variable interest entity ("VIE"). If applicable, FIN 46 would
under certain circumstances require consolidation of a VIE's assets, liabilities
and results of operations, with a minority interest recorded for the ownership
share applicable to other investors. Where consolidation is required, additional
disclosures may be required. The consolidation provisions of FIN 46 are
effective for VIEs established subsequent to January 31, 2003 and for
pre-existing VIEs as of July 1, 2003. The adoption of FIN 46 will not have a
material effect on the financial position or results of operations of the
Company.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity," which
establishes standards for how an issuer classifies and measures in its statement
of financial position certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability because that financial
instrument embodies an obligation of the issuer. SFAS No. 150 is effective
immediately for financial instruments entered into or modified after May 31,
2003, and otherwise will be effective at the beginning of the first interim
period beginning after June 15, 2003. The Company will be required to reclassify
as liabilities the Company-obligated mandatorily redeemable capital securities
of subsidiaries, which are presented in the mezzanine section of the balance
sheet as of June 30, 2003. The adoption of SFAS No. 150 will not have a material
effect on the financial position, results of operations or compliance with the
debt covenants of the Company.
In July 2003, the American Institute of Certified Public Accountants issued
Statement of Position ("SOP") No. 03-1, "Accounting and Reporting by Insurance
Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate
Accounts." SOP No. 03-1 is required to be adopted for fiscal years beginning
after December 15, 2003 and, therefore, the Company will adopt the new
requirements effective January 1, 2004. Prior to SOP No. 03-1, the Company has
been required to report the aggregate of all separate account assets as a single
caption on its balance sheet, which has been titled "Assets held in separate
account." SOP 03-1 requires that the Company allocate its proportionate interest
in the separate account's assets to the corresponding captions in the Company's
balance sheet. At June 30, 2003, the Company's proportionate interest in the
separate account's assets was $14.0 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 will not have a material effect on the financial position or results of
operations of the Company.
NOTE B - INVESTMENTS
At June 30, 2003, the Company had fixed maturity securities available for sale
with a carrying value and a fair value of $2,646.4 million and an amortized cost
of $2,521.5 million. At December 31, 2002, the Company had fixed maturity
securities available for sale with a carrying value and a fair value of $2,495.6
million and an amortized cost of $2,429.7 million.
NOTE C - CORPORATE DEBT
On May 20, 2003, the Company issued $143.8 million of 8.00% Senior Notes due
2033 (the "2033 Senior Notes") in a public offering. The proceeds from the 2033
Senior Notes were used to repay all of the outstanding borrowings under the
Company's revolving credit facility and will be used to repay at maturity or
repurchase existing Senior Notes. The 2033 Senior Notes, which were issued at
par value, will mature on May 15, 2033 and are redeemable at par at the option
of the Company, in whole or in part, at any time on or after May 15, 2008. The
2033 Senior Notes are not redeemable at the option of any holder of the notes
prior to maturity nor are they entitled to any sinking fund. Interest on the
2033 Senior Notes is payable quarterly on February 15, May 15, August 15 and
November 15 of each year, commencing on August 15, 2003. The 2033 Senior Notes
are senior unsecured obligations of the Company and, as such, are effectively
subordinated to all claims of secured creditors of the Company and its
subsidiaries and to claims of unsecured creditors of the Company's subsidiaries,
including the insurance subsidiaries' obligations to policyholders. The 2033
Senior Notes were issued in denominations of $25 and multiples of $25 and are
listed on the New York Stock Exchange.
-8-
DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
NOTE C - CORPORATE DEBT - (CONTINUED)
To mitigate the risk of interest rates rising before the issuance of the 2033
Senior Notes could be completed, the Company entered into a treasury rate lock
agreement in September 2002, with a notional amount of $150.0 million and an
anticipated debt term of 10 years. The Company paid $13.8 million upon the
issuance of the 2033 Senior Notes in May 2003 to settle the treasury rate lock
agreement. This transaction was accounted for as a cash flow hedge under the
provisions of SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." Accordingly, $12.1 million of the loss on the treasury rate lock
agreement was recorded in accumulated other comprehensive income and will be
amortized into interest expense ratably over 10 years. The Company will amortize
$1.2 million of such $12.1 million loss into interest expense over the next
twelve months. The remaining $1.7 million of loss on the treasury rate lock
agreement was deemed ineffective and, therefore, was recognized as a reduction
of net investment income for the three and six months ended June 30, 2003.
NOTE D - COMPANY-OBLIGATED MANDATORILY REDEEMABLE CAPITAL SECURITIES OF
SUBSIDIARIES
On May 15, 2003, Delphi Financial Statutory Trust I (the "Trust"), a
recently-created Connecticut statutory trust and wholly owned subsidiary of the
Company, issued $20.0 million liquidation amount of Floating Rate Capital
Securities (the "2003 Capital Securities") in a private placement transaction.
In connection with the issuance of the 2003 Capital Securities and the related
purchase by the Company of all of the common securities of the Trust (the "2003
Common Securities" and, collectively with the 2003 Capital Securities, the
"Trust Securities"), the Company issued $20.6 million principal amount of
floating rate junior subordinated deferrable interest debentures, due 2033 (the
"2003 Junior Debentures").
Interest on the 2003 Junior Debentures is payable quarterly on February 15, May
15, August 15 and November 15 of each year, commencing on August 15, 2003. The
interest rate on the 2003 Junior Debentures through August 15, 2003 is 5.41%,
and will be reset quarterly to a rate equal to the London interbank offered
interest rate for three-month U.S. dollar deposits, plus 4.10% (not to exceed
12.50%). The distribution and other payment dates on the Trust Securities
correspond to the interest and other payment dates on the 2003 Junior
Debentures. The 2003 Junior Debentures are unsecured and subordinated in right
of payment to all of the Company's existing and future senior indebtedness.
Beginning in May 2008, the Company will have the right to redeem the 2003 Junior
Debentures, in whole or in part, at a price equal to 100% of the principal
amount of the debentures, plus accrued and unpaid interest to the date of
redemption.
NOTE E - SEGMENT INFORMATION
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- -----------------------
2003 2002 2003 2002
---------- ---------- ---------- ----------
(dollars in thousands)
Revenues:
Group employee benefit products................................ $ 194,819 $ 173,335 $ 386,833 $ 348,374
Asset accumulation products.................................... 22,076 16,773 42,460 34,379
Other (1)...................................................... 7,379 5,345 12,447 10,591
---------- ---------- ---------- ----------
224,274 195,453 441,740 393,344
Net realized investment gains.................................. 3,464 218 4,679 313
Loss on extinguishment of debt................................. - (332) - (332)
---------- ---------- ---------- ----------
$ 227,738 $ 195,339 $ 446,419 $ 393,325
========== ========== ========== ==========
Operating income:
Group employee benefit products................................ $ 33,477 $ 30,680 $ 66,953 $ 61,033
Asset accumulation products.................................... 5,522 1,858 9,187 4,851
Other (1)...................................................... (2,443) (970) (5,564) (2,579)
---------- ---------- ---------- ----------
36,556 31,568 70,576 63,305
Net realized investment gains.................................. 3,464 218 4,679 313
Loss on extinguishment of debt................................. - (332) - (332)
---------- ---------- ---------- ----------
$ 40,020 $ 31,454 $ 75,255 $ 63,286
========== ========== ========== ==========
(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.
-9-
DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
NOTE F - COMPREHENSIVE INCOME
Total comprehensive income is comprised of net income and other comprehensive
income, 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. Total
comprehensive income was $74.7 million and $47.1 million for the first six
months of 2003 and 2002, respectively, and $56.0 million and $42.6 million for
the second quarters of 2003 and 2002, respectively.
NOTE G - COMPUTATION OF RESULTS PER SHARE
The following table sets forth the calculation of basic and diluted results per
share:
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
2003 2002 2003 2002
-------- -------- -------- ---------
(dollars in thousands, except per share data)
Numerator:
Net income ....................................................... $ 24,692 $ 19,516 $ 47,188 $ 39,086
======== ======== ======== =========
Denominator:
Weighted average common shares outstanding........................ 20,702 20,728 20,763 20,708
Effect of dilutive securities................................... 544 594 467 530
-------- -------- -------- ---------
Weighted average common shares outstanding, assuming dilution..... 21,246 21,322 21,230 21,238
======== ======== ======== =========
Basic results per share of common stock:
Net income........................................................ $ 1.19 $ 0.94 $ 2.27 $ 1.89
======== ======== ======== =========
Diluted results per share of common stock:
Net income........................................................ $ 1.16 $ 0.92 $ 2.22 $ 1.84
======== ======== ======== =========
NOTE H - 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. In addition, incident to its discontinued
products, the Company is currently 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. At issue in both arbitrations,
among other things, is whether certain reinsurance risks were validly ceded to
the Company. The ultimate resolutions of these arbitrations are likely to
require extended periods of time. While management believes that in both cases
the Company has substantial legal grounds for avoiding the reinsurance risks at
issue, it is not at this time possible to predict the ultimate outcome of these
arbitrations, nor is it feasible to provide reasonable ranges of potential
losses. In the opinion of management, such arbitrations, when ultimately
resolved, will not individually or collectively 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
GENERAL
The following is an analysis of the results of operations and financial
condition of the Company. This analysis 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 for the year ended December
31, 2002. Capitalized terms used herein without definition have the meanings
ascribed to them in the Company's annual report on Form 10-K for the year ended
December 31, 2002.
RESULTS OF OPERATIONS
Six Months Ended June 30, 2003 Compared to
Six Months Ended June 30, 2002
Premium and Fee Income. Premium and fee income for the first half of 2003 was
$346.7 million as compared to $313.2 million for the first half of 2002, an
increase of 11%. Premiums from core group employee benefit products increased
22% to $325.0 million for the first half of 2003 from $265.6 million for the
first half of 2002. This increase reflects normal growth in employment and
salary levels for the Company's existing customer base, price increases, and
strong production of new business. Within core group employee benefit products,
excess workers' compensation premiums increased 49% to $68.8 million for the
first half of 2003 from $46.2 million for the first half of 2002 primarily due
to the favorable pricing environment and the strong demand for this product as a
result of higher primary workers' compensation rates. SNCC obtained average
price increases above 15% in connection with its renewals of insurance coverage
during the first half of 2003, and has continued to obtain significant
improvements in contract terms, in particular higher self-insured retention
levels, in these renewals. New business production, which represents the amount
of new annualized premium sold, for excess workers' compensation products
increased 23% to $18.9 million for the first half of 2003 from $15.3 million in
the first half of 2002. Despite SNCC's price increases, retention of existing
customers for excess workers' compensation products for the first half of 2003
was slightly higher than for the first half of 2002. Premiums for the Company's
other core group employee benefit products increased 17% to $256.3 million for
the first half of 2003 from $219.4 million for the first half of 2002,
reflecting an improvement in the retention of existing customers and strong
production growth in 2002. New business production for the Company's other core
group employee benefit products was $79.8 million for the first half of 2003 and
$90.5 million for the first half of 2002. The decline in new business production
in the first half of 2003 is partially attributable to the Company maintaining
its underwriting discipline under competitive market conditions for these
products and across-the-board price increases on new long-term disability
business to reflect the lower discount rates on reserves. The Company continues
to implement price increases for certain existing disability and group life
customers.
Premiums from non-core group employee benefit products were $11.2 million for
the first half of 2003 as compared to $38.5 million for the first half of 2002.
Premiums from non-core group employee benefit products for the first half of
2002 included a high level of premiums from loss portfolio transfers, which are
episodic in nature. The 2003 period did not include any premiums from loss
portfolio transfers.
Deposits from the Company's asset accumulation products were $53.0 million for
the first half of 2003 as compared to $37.0 million for the first half of 2002.
These deposits are new annuity sales, which are recorded as liabilities rather
than as premiums. The Company continues to maintain its discipline in setting
the crediting rates offered on its asset accumulation products, since the
interest rate spreads available on these products remained below average
throughout 2002 and the first half of 2003. The increase in deposits from the
Company's asset accumulation products in the first half of 2003 was primarily
due to the pullback of certain fixed annuity providers from the wholesale
distribution chain and heightened demand for fixed annuity products as a result
of adverse conditions and continued volatility in the equity markets. This
increase is also attributable to an increase in the number of networks of
independent agents distributing the Company's annuity products. The level of
deposits achieved in the second half of 2002 was exceptionally strong and may
not be representative of the level of deposits attainable for the second half of
2003.
Net Investment Income. Net investment income for the first half of 2003 was
$95.1 million as compared to $80.2 million for the first half of 2002, an
increase of 19%. This increase primarily reflects an increase in average
invested assets in 2003 and, to a lesser extent, an increase in the tax
equivalent weighted average annualized yield. The tax equivalent weighted
average annualized yield on invested assets was 6.8% on average invested assets
of $2,893.1 million for the first half of 2003 and 6.7% on average invested
assets of $2,492.7 million for the first half of 2002.
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Net Realized Investment Gains. Net realized investment gains were $4.7 million
for the first half of 2003 as compared to $0.3 million for the first half of
2002. 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 2003 and 2002, the Company recognized $17.1 million and $10.6
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 first half of 2003 and 2002, the
Company recognized $12.4 million and $9.5 million, respectively, of losses due
to the other than temporary declines in the market values of certain fixed
maturity securities.
The losses in the first half of 2003 ($8.1 million on an after-tax basis)
resulted primarily from credit quality-related deterioration in the corporate
debt markets and the impact of low interest rates on certain interest only
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 $5 million to $10 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 evaluates the affected securities to judge 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 $371.2 million as
compared to $330.0 million for the first half of 2002, an increase of 12%. 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 95.1% for
the first half of 2003 and 94.5% for the first half of 2002.
Income Tax Expense. Income tax expense was $20.4 million for the first half of
2003 as compared to $17.8 million for the first half of 2002. The Company's
effective tax rate was 30.2% for the first half of 2003 and 31.2% for the first
half of 2002. The lower tax rate in the 2003 period reflects a higher level of
tax-exempt investment income.
Net Income. Net income was $47.2 million, or $2.22 per diluted share, for the
first half of 2003 and $39.1 million, or $1.84 per diluted share, for the first
half of 2002. Net income for the first half of 2003 and 2002 included realized
investment gains (net of the related income tax expense) of $3.0 million, or
$0.14 per diluted share, and $0.2 million, or $0.01 per diluted share,
respectively. Net income for the first half of 2002 also included a loss on
extinguishment of debt (net of an income tax benefit) of $0.2 million, or $0.01
per diluted share. Management believes the non-GAAP financial measure of
"operating earnings" is informative when analyzing the trends relating to the
Company's insurance operations and in comparing the performance of those
operations with that of other companies in its industry. Management uses this
measure to assess performance and make operating decisions, and believes that
this measure enhances the understanding of the Company's results by enhancing
focus on the performance of the Company's insurance operations. Operating
earnings exclude realized investment gains and losses and gains and losses on
extinguishment of debt, because these items arise from events that, to a
significant extent, are within management's discretion. Investment gains and
losses may be realized based on management's decision to dispose of an
investment or management's judgment that a decline in the market value of an
investment is other than temporary. Gains and losses on extinguishment of debt
may be realized based on management's decision to repay or repurchase debt.
Therefore, realized investment gains and losses and gains and losses on
extinguishment of debt are not reflective of the Company's ongoing earnings
capacity. However, gains and losses of these types, particularly as to
investments, are likely to occur periodically and should not be considered as
nonrecurring items. Further, operating earnings should not be considered a
substitute for net income as an indication of the Company's overall performance
and may not be calculated in the same manner as similarly titled captions in
other companies' financial statements. Operating earnings for the Company,
consisting of net income adjusted to exclude realized investment gains and a
loss on extinguishment of debt (both net of the related income tax effects),
were $44.1 million, or $2.08 per diluted share, for the first half of 2003 as
compared to $39.1 million, or $1.84 per diluted share, for the first half of
2002. The increase in operating earnings in the current period is attributable
to the growth in income from group employee benefit products and net investment
income in the first half of 2003 as compared to the 2002 period.
Three Months Ended June 30, 2003 Compared to
Three Months Ended June 30, 2002
Premium and Fee Income. Premium and fee income in the second quarter of 2003 was
$174.9 million as compared to $156.3 million in the second quarter of 2002, an
increase of 12%. Premiums from core group employee benefit products increased
19% to $162.9 million in the second quarter of 2003 from $136.4 million in the
second quarter of 2002. This increase reflects normal
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growth in employment and salary levels for the Company's existing customer base,
price increases, and strong production of new business. Within core group
employee benefit products, excess workers' compensation premiums increased 48%
to $34.4 million in the second quarter of 2003 from $23.3 million in the second
quarter of 2002 primarily due to the favorable pricing environment and the
strong demand for this product as a result of higher primary workers'
compensation rates. SNCC obtained average price increases above 15% in
connection with its renewals of insurance coverage during the second quarter of
2003, and has continued to obtain significant improvements in contract terms, in
particular higher self-insured retention levels, in these renewals. New business
production, which represents the amount of new annualized premium sold, for
excess workers' compensation products increased 65% to $8.3 million in the
second quarter of 2003 from $5.0 million in the second quarter of 2002. Premiums
for the Company's other core group employee benefit products increased 14% to
$128.5 million in the second quarter of 2003 from $113.1 million in the second
quarter of 2002, reflecting an improvement in the retention of existing
customers and strong production growth in 2002. New business production for the
Company's other core group employee benefit products was $32.8 million in the
second quarter of 2003 and $37.3 million in the second quarter of 2002. The
decline in new business production in the second quarter of 2003 is partially
attributable to the Company maintaining its underwriting discipline under
competitive market conditions for these products and across-the-board price
increases on new long-term disability business to reflect the lower discount
rates on reserves. The Company continues to implement price increases for
certain existing disability and group life customers.
Premiums from non-core group employee benefit products were $6.5 million in the
second quarter of 2003 as compared to $15.3 million in the second quarter of
2002. Premiums from non-core group employee benefit products in the second
quarter of 2002 included a high level of premiums from loss portfolio transfers,
which are episodic in nature. The 2003 period did not include any premiums from
loss portfolio transfers.
Deposits from the Company's asset accumulation products were $29.3 million in
the second quarter of 2003 as compared to $21.9 million in the second quarter of
2002. These deposits are new annuity sales, which are recorded as liabilities
rather than as premiums. The Company continues to maintain its discipline in
setting the crediting rates offered on its asset accumulation products, since
the interest rate spreads available on these products remained below average
throughout 2002 and the first half of 2003. The increase in deposits from the
Company's asset accumulation products in the second quarter of 2003 was
primarily due to the pullback of certain fixed annuity providers from the
wholesale distribution chain and heightened demand for fixed annuity products as
a result of continued volatility in the equity markets. This increase is also
attributable to an increase in the number of networks of independent agents
distributing the Company's annuity products. The level of deposits achieved in
the second half of 2002 was exceptionally strong and may not be representative
of the level of deposits attainable for the second half of 2003.
Net Investment Income. Net investment income in the second quarter of 2003 was
$49.4 million as compared to $39.1 million in the second quarter of 2002, an
increase of 26%. This increase primarily reflects an increase in average
invested assets in 2003 and an increase in the tax equivalent weighted average
annualized yield. The tax equivalent weighted average annualized yield on
invested assets was 6.8% on average invested assets of $2,979.8 million in the
second quarter of 2003 and 6.3% on average invested assets of $2,567.6 million
in the second quarter of 2002.
Net Realized Investment Gains. Net realized investment gains were $3.5 million
in the second quarter of 2003 as compared to $0.2 million in the second quarter
of 2002. The Company's investment strategy results in periodic sales of
securities and, therefore, the recognition of realized investment gains and
losses. During the second quarter of 2003 and 2002, the Company recognized $10.7
million and $6.1 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 2003 and 2002,
the Company recognized $7.2 million and $5.9 million, respectively, of losses
due to the other than temporary declines in the market values of certain fixed
maturity securities.
The losses in the second quarter of 2003 ($4.7 million on an after-tax basis)
resulted primarily from credit quality-related deterioration in the corporate
debt markets and the impact of low interest rates on certain interest only
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 $5 million to $10 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 evaluates the affected securities to judge 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.
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Benefits and Expenses. Policyholder benefits and expenses were $187.7 million as
compared to $163.9 million in the second quarter of 2002, an increase of 15%.
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 95.3%
in the second quarter of 2003 and 94.0% in the second quarter of 2002.
Income Tax Expense. Income tax expense was $10.8 million in the second quarter
of 2003 as compared to $8.9 million in the second quarter of 2002. The Company's
effective tax rate was 30.5% in the second quarter of 2003 and 31.2% in the
second quarter of 2002. The lower tax rate in the 2003 period reflects a higher
level of tax-exempt investment income.
Net Income. Net income was $24.7 million, or $1.16 per diluted share, for the
second quarter of 2003 and $19.5 million, or $0.92 per diluted share, for the
second quarter of 2002. Net income for the second quarters of 2003 and 2002
included realized investment gains (net of the related income tax expense) of
$2.3 million, or $0.10 per diluted share, and $0.1 million, or $0.01 per diluted
share, respectively. Net income for the second quarter of 2002 also included a
loss on extinguishment of debt (net of an income tax benefit) of $0.2 million,
or $0.01 per diluted share. Management believes the non-GAAP financial measure
of "operating earnings" is informative when analyzing the trends relating to the
Company's insurance operations and in comparing the performance of those
operations with that of other companies in its industry. Management uses this
measure to assess performance and make operating decisions, and believes that
this measure enhances the understanding of the Company's results by enhancing
focus on the performance of the Company's insurance operations. Operating
earnings exclude realized investment gains and losses and gains and losses on
extinguishment of debt, because these items arise from events that, to a
significant extent, are within management's discretion. Investment gains and
losses may be realized based on management's decision to dispose of an
investment or management's judgment that a decline in the market value of an
investment is other than temporary. Gains and losses on extinguishment of debt
may be realized based on management's decision to repay or repurchase debt.
Therefore, realized investment gains and losses and gains and losses on
extinguishment of debt are not reflective of the Company's ongoing earnings
capacity. However, gains and losses of these types, particularly as to
investments, are likely to occur periodically and should not be considered as
nonrecurring items. Further, operating earnings should not be considered a
substitute for net income as an indication of the Company's overall performance
and may not be calculated in the same manner as similarly titled captions in
other companies' financial statements. Operating earnings for the Company,
consisting of net income adjusted to exclude realized investment gains and a
loss on extinguishment of debt (both net of the related income tax effects),
were $22.4 million, or $1.06 per diluted share, in the second quarter of 2003 as
compared to $19.6 million, or $0.92 per diluted share, in the second quarter of
2002. The increase in operating earnings in the current period is primarily
attributable to the growth in income from group employee benefit products and
net investment income in the second quarter of 2003 as compared to the 2002
period.
LIQUIDITY AND CAPITAL RESOURCES
General. The Company had approximately $121.2 million of financial resources
available at the holding company level at June 30, 2003, which was primarily
comprised of investments in the common stock of its investment subsidiaries,
short-term investments and fixed maturity securities. Financial resources
available at the holding company level increased $83.7 million from March 31,
2003 primarily due to the issuance of the 2033 Senior Notes. The Company intends
to use a portion of these financial resources to repay in full the principal
amount of $66.5 million of the existing Senior Notes due in October 2003. 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 will
be permitted, without prior regulatory approval, to make dividend payments of up
to $46.6 million during 2003, of which $1.8 million has been paid during the
first half of 2003. In general, dividends from the Company's non-insurance
subsidiaries are not subject to regulatory or other restrictions. The Company
had $100.0 million of borrowings available to it under its revolving credit
facility as of June 30, 2003. A shelf registration is also in effect under which
up to $106.2 million in securities may be issued by the Company.
On May 20, 2003, the Company issued $143.8 million of 2033 Senior Notes in a
public offering pursuant to the Company's existing shelf registration statement.
The proceeds from this issuance were used to repay all of the outstanding
borrowings under the Company's revolving credit facility and will be used to
repay at maturity or repurchase existing Senior Notes. See Note C to the
Consolidated Financial Statements. As a result of the issuance of the 2033
Senior Notes, under the terms of the Company's revolving credit facility, the
maximum amount of borrowings available to the Company thereunder was reduced
from $150 million to $100 million and the facility was converted to an unsecured
facility, with collateral being released to the Company.
To mitigate the risk of interest rates rising before the issuance of the 2033
Senior Notes could be completed, the Company entered into a treasury rate lock
agreement in September 2002, with a notional amount of $150.0 million and an
anticipated debt term of 10 years. The Company paid $13.8 million upon the
issuance of the 2033 Senior Notes in May 2003 to settle the treasury rate lock
agreement. See Note C to the Consolidated Financial Statements.
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In May 2003, the Company also issued $20.0 million liquidation amount of 2003
Capital Securities in a private placement transaction. See Note D to the
Consolidated Financial Statements. The Company also made the final $9.0 million
principal payment on the SIG Senior Notes in May 2003 and repaid in full the
$5.7 million principal amount due on the Subordinated Notes in June 2003.
The Company's current liquidity needs, in addition to funding its operating
expenses, include principal and interest payments on any outstanding borrowings
under its revolving credit facility, the existing Senior Notes, the 2033 Senior
Notes and distributions on the Capital Securities and the 2003 Capital
Securities. The existing Senior Notes mature in their entirety in October 2003
and are not subject to any sinking fund requirements nor are they redeemable
prior to maturity. 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's board of directors has authorized a share repurchase program.
Share repurchases are effected by the Company in the open market or in
negotiated transactions in compliance with the safe harbor provisions of Rule
10b-18 under the Securities Exchange Act of 1934. Execution of the share
repurchase program is based upon management's assessment of market conditions
for its common stock and other potential uses of capital. During the first
quarter of 2003, the Company repurchased 201,400 shares of its Class A Common
Stock at a total cost of $7.5 million, for a volume-weighted average price of
$37.13 per share. The Company did not repurchase any shares in the second
quarter of 2003. At June 30, 2003, approximately 728,700 shares were remaining
under the currently authorized share repurchase program.
The Company and its subsidiaries expect available sources 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 $3.1 billion at June 30, 2003,
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, 2003.
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. 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 these and certain other risks relating to the Company's investment
portfolio.
SNCC Performance-Contingent Options. In May 2003, the Company granted
performance-contingent incentive options to purchase 150,000 shares of the
Company's Class A Common Stock to each of the five members of executive
management of SNCC, for a total of 750,000 options. The options, which have a
ten-year term and whose exercise price is equal to the fair market value of a
share of such stock on the grant date (as determined in accordance with the
Company option plan under which the options were granted), will become
exercisable only to the extent that SIG, SNCC'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 SIG's PTOI
(as defined below) increases during these periods at an annual average rate of
over 15% for any of the options to become exercisable, and at an annual average
rate of at least 20% for the options to become fully exercisable.
75,000 of each executive's options will become exercisable if SIG's aggregate
consolidated Pre-Tax Operating Income, as defined and computed under each of the
related option agreements ("PTOI"), for the three year performance period is at
least $216.7 million; otherwise, a reduced number of such options will become
exercisable to the extent that PTOI for such period exceeds $196.1 million,
determined by interpolating between zero and 75,000 according to where the PTOI
amount falls in the range between $196.1 million and $216.7 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
SIG's aggregate PTOI for the five year performance period is at least
$429.1million; otherwise, a reduced number of such options will become
exercisable to the extent that PTOI for such period exceeds $380.1 million,
determined by interpolating between zero and 150,000 according to where the PTOI
amount falls in the range between $380.1 million and $429.1 million.
Under the option agreements, the formula for determining PTOI incorporates
various pro forma adjustments and assumptions in order to focus on the
performance of SNCC's insurance operations; for example, the formula contains
certain assumptions relating to investment income and expenses for the relevant
periods, and 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 SIG's income before income tax expense,
calculated in accordance with GAAP, for the relevant periods.
-15-
The Company believes that these options will provide substantial incentives for
these executives to contribute toward SNCC's attaining the specified targets,
thereby enhancing the Company's financial performance; however, no assurance can
be given that such results will be achieved. The Company will recognize
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 will 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, 2002.
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 the Chief Financial
Officer), of the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934). 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 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
-16-
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 reserves for future policy benefits and unpaid claims and claim
expenses are estimates. These estimates are subject to variability, since 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 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
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 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.
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At June 30, 2003, mortgage-backed securities comprised 20% 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, 2003, the Company had outstanding advances of $172.0 million. These
advances, of which $160.0 million were obtained at a fixed rate and $12.0
million were obtained at a variable rate, have a weighted average term to
maturity of 6.1 years. A total of $22.0 million of these advances will mature at
various times during the remainder of 2003. 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.
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 increase the prices charged on its insurance policies, 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.
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 are presently being offered in
the reinsurance market, and it is likely that, in the future, the Company's
reinsurers will 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 may result in the Company retaining a higher
portion of such losses should they occur. There can be no assurance that the
Company will be able to obtain such coverages on acceptable terms, if at all, in
the future. However, under the Terrorism Risk Insurance Act of 2002, 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 SNCC's annual deductible.
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
-18-
requirements, the terms, conditions and manner of sale and marketing of
insurance products 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 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 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.
-19-
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on May 28, 2003. The
directors elected at the meeting will serve for a term ending on the
date of the 2004 Annual Meeting of Stockholders. The directors elected
at the meeting were Donald A. Sherman, Robert Rosenkranz, Lawrence E.
Daurelle, Edward A. Fox, Harold F. Ilg, James N. Meehan, Philip R.
O'Connor, Lewis S. Ranieri, and Robert M. Smith, Jr.. One director is
voted upon by the Class A stockholders, voting separately as a class. At
the 2003 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................................................. 14,526,034 294,161
Directors:
Robert Rosenkranz................................................. 31,586,050 407,582
Lawrence E. Daurelle.............................................. 31,699,471 294,161
Edward A. Fox..................................................... 31,077,750 915,882
Harold F. Ilg..................................................... 31,699,471 294,161
James N. Meehan................................................... 31,699,271 294,361
Philip R. O'Connor................................................ 31,699,471 294,161
Lewis S. Ranieri.................................................. 29,122,978 2,870,654
Robert M. Smith, Jr............................................... 31,639,846 353,786
2) All Other Matters - The proposal to adopt the Company's 2003 Employee
Long-Term Incentive and Share Award Plan received 27,069,426 votes
for approval and 2,486,725 votes against approval, with 5,574 votes
abstaining and 2,431,907 broker non-votes. The proposal to adopt the
Second Amended and Restated Directors Stock Option Plan received
23,058,057 votes for approval and 6,488,757 votes against approval,
with 14,911 votes abstaining and 2,431,907 broker non-votes. The
proposal to adopt the Amended and Restated Long-Term
Performance-Based Incentive Plan received 21,982,548 votes for
approval and 7,564,719 votes against approval, with 14,458 votes
abstaining and 2,431,907 broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
4.1 Amended and Restated Declaration of Delphi Financial Statutory
Trust I, dated as of May 15, 2003, by and among U.S. Bank
National Association, as Institutional Trustee, Delphi
Financial Group, Inc., as Sponsor, and the Administrators
named therein
4.2 Indenture, dated as of May 15, 2003, between Delphi Financial
Group, Inc. and U.S. Bank National Association, as Trustee
4.3 Guarantee Agreement, dated as of May 15, 2003, by and between
Delphi Financial Group, Inc., as Guarantor, and U.S. Bank
National Association, as Trustee
10.1 Delphi Financial Group, Inc. 2003 Employee Long-Term Incentive
and Share Award Plan
10.2 Delphi Financial Group, Inc. Second Amended and Restated
Directors Stock Option Plan
10.3 Delphi Financial Group, Inc. Amended and Restated Long-Term
Performance-Based Incentive Plan
10.4 Reliance Standard Life Insurance Company Management Incentive
Compensation Plan
10.5 Stock Option Award Agreement, dated July 8, 2003, for Harold
F. Ilg
10.6 Employment Agreement, dated July 8, 2003, between Safety
National Casualty Corporation and Harold F. Ilg
-20-
11 Computation of Results per Share of Common Stock (incorporated
by reference to Note G 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 Certification of Periodic Report Pursuant to 18 U.S.C. Section
1350
(b) Reports on Form 8-K
The Company filed a report on Form 8-K on April 23, 2003, under Item 9,
containing a press release announcing first quarter 2003 earnings.
The Company filed a report on Form 8-K on May 20, 2003, under Item 5,
announcing the issuance of $143.8 million of 8.00% Senior Notes due
2033.
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)
By: /s/ ROBERT ROSENKRANZ
------------------------------------------
Robert Rosenkranz
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ THOMAS W. BURGHART
------------------------------------------
Thomas W. Burghart
Vice President and Treasurer
(Principal Accounting and Financial Officer)
Date: August 13, 2003
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