UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 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: 1-14603
THE MONY GROUP INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 13-3976138 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1740 Broadway
New York, New York 10019
(212) 708-2000
(Address, including zip code, and telephone number, including area code,
of Registrants principal executive offices)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
As of May 3, 2004 there were 50,130,740 shares of the Registrants common stock, par value $0.01, outstanding.
THE MONY GROUP INC.
FORM 10-Q
i
FORWARD-LOOKING STATEMENTS
Forward-Looking Statements
The Companys management has made in this report, and from time to time may make in its public filings and press releases as well as in oral presentations and discussions, forward-looking statements concerning the Companys operations, economic performance, prospects and financial condition. Forward-looking statements include, among other things, discussions concerning the Companys potential exposure to market risks, as well as statements expressing managements expectations, beliefs, estimates, forecasts, projections and assumptions. The Company claims the protection afforded by the safe harbor for forward-looking statements as set forth in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to many risks and uncertainties. Actual results could differ materially from those anticipated by forward-looking statements due to a number of important factors including the following: satisfaction of the closing conditions set forth in the merger agreement among AXA Financial, Inc., AIMA Acquisition Co. and The MONY Group Inc., including the approval of The MONY Group Incs shareholders and regulatory approvals; a significant delay in the expected completion of, or failure to complete, the contemplated merger; the Company could experience losses, including venture capital losses; the Company could be subjected to further downgrades by rating agencies of the Companys senior debt ratings and the claims-paying and financial-strength ratings of the Companys insurance subsidiaries; the Company could be required to take a goodwill impairment charge relating to its investment in The Advest Group, Inc. if the market deteriorates; recent improvements in the equities markets may not be sustained into the future; the Company could have to accelerate amortization of deferred policy acquisition costs if market conditions deteriorate; the Company may be required to recognize in its earnings other than temporary impairment charges on its invested assets if market conditions and/or the issuers financial condition deteriorates; the Company could have to write off investments in certain securities if the issuers financial condition deteriorates; recent improvements in the equity markets may not be sustained in the future; actual death-claim experience could differ from the Companys mortality assumptions; the Company could have liability from as-yet-unknown litigation and claims; larger settlements or judgments than the Company anticipates could result in pending cases due to unforeseen developments; and changes in laws, including tax laws, could affect the demand for the Companys products. The Company does not undertake to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
1
FINANCIAL INFORMATION
THE MONY GROUP INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
As of March 31, 2004 and December 31, 2003
| March 31, 2004 |
December 31, 2003 |
|||||||
| ($ in millions) | ||||||||
| ASSETS | ||||||||
| Investments: |
||||||||
| Fixed maturity securities available-for-sale, at fair value |
$ | 8,705.5 | $ | 8,464.2 | ||||
| Fixed maturity securities, trading |
80.0 | 78.3 | ||||||
| Trading account securities, at fair value |
803.1 | 759.9 | ||||||
| Equity securities available-for-sale, at fair value |
257.2 | 257.3 | ||||||
| Mortgage loans on real estate |
1,896.4 | 1,782.4 | ||||||
| Policy loans |
1,175.5 | 1,180.0 | ||||||
| Real estate held for investment |
172.4 | 174.1 | ||||||
| Other invested assets |
136.1 | 102.5 | ||||||
| 13,226.2 | 12,798.7 | |||||||
| Cash and cash equivalents |
388.6 | 544.3 | ||||||
| Accrued investment income |
200.4 | 205.8 | ||||||
| Debt service coverage account (Note 1): |
||||||||
| Sub-account OB |
67.8 | 66.9 | ||||||
| Sub-account CBB |
2.0 | 7.5 | ||||||
| Amounts due from reinsurers |
594.7 | 605.0 | ||||||
| Deferred policy acquisition costs |
1,315.5 | 1,325.4 | ||||||
| Other assets |
858.0 | 913.3 | ||||||
| Separate account assets |
4,952.0 | 4,854.9 | ||||||
| Total assets |
$ | 21,605.2 | $ | 21,321.8 | ||||
| LIABILITIES AND SHAREHOLDERS EQUITY | ||||||||
| Future policy benefits |
$ | 8,043.2 | $ | 8,041.5 | ||||
| Policyholders account balances |
3,333.6 | 3,265.8 | ||||||
| Other policyholders liabilities |
278.2 | 267.9 | ||||||
| Amounts due to reinsurers |
69.7 | 71.7 | ||||||
| Securities sold, not yet purchased, at fair value |
626.1 | 649.3 | ||||||
| Accounts payable and other liabilities |
1,011.1 | 918.7 | ||||||
| Long term debt |
876.4 | 876.4 | ||||||
| Current federal income taxes payable |
114.8 | 129.8 | ||||||
| Deferred federal income taxes |
202.8 | 154.6 | ||||||
| Separate account liabilities |
4,949.0 | 4,851.9 | ||||||
| Total liabilities |
19,504.9 | 19,227.6 | ||||||
| Commitments and contingencies (Note 6) |
||||||||
| Common stock, $0.01 par value; 400 million shares authorized; 53.9 and 53.8 million shares issued at March 31, 2004 and December 31, 2003, respectively; 50.1 and 49.5 million shares outstanding at March 31, 2004 and December 31, 2003, respectively |
0.5 | 0.5 | ||||||
| Capital in excess of par |
1,834.3 | 1,832.6 | ||||||
| Treasury stock at cost: 4.3 million shares at March 31, 2004 and December 31, 2003 |
(137.7 | ) | (137.7 | ) | ||||
| Retained earnings |
339.2 | 351.5 | ||||||
| Accumulated other comprehensive income |
67.6 | 51.8 | ||||||
| Unamortized restricted stock compensation |
(3.6 | ) | (4.5 | ) | ||||
| Total shareholders equity |
2,100.3 | 2,094.2 | ||||||
| Total liabilities and shareholders equity |
$ | 21,605.2 | $ | 21,321.8 | ||||
See accompanying notes to unaudited interim condensed consolidated financial statements.
2
THE MONY GROUP INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
For the Three-month Periods Ended March 31, 2004 and 2003
| 2004 |
2003 |
|||||||
| ($ in millions, except and per share amounts) |
||||||||
| Revenues: |
||||||||
| Premiums |
$ | 168.7 | $ | 166.8 | ||||
| Universal life and investment-type product policy fees |
55.2 | 53.0 | ||||||
| Net investment income |
169.6 | 175.1 | ||||||
| Net realized gains on investments |
7.0 | 16.6 | ||||||
| Retail brokerage and investment banking revenues |
113.9 | 94.6 | ||||||
| Other income |
52.2 | 37.0 | ||||||
| 566.6 | 543.1 | |||||||
| Benefits and Expenses: |
||||||||
| Benefits to policyholders |
200.4 | 196.3 | ||||||
| Interest credited to policyholders account balances |
35.4 | 33.9 | ||||||
| Amortization of deferred policy acquisition costs |
32.5 | 31.0 | ||||||
| Dividends to policyholders |
52.2 | 61.9 | ||||||
| Other operating costs and expenses |
263.0 | 213.2 | ||||||
| 583.5 | 536.3 | |||||||
| (Loss)/income from continuing operations before income taxes and cumulative effect of a change in accounting principle |
(16.9 | ) | 6.8 | |||||
| Income tax (benefit)/expense |
(0.6 | ) | 1.5 | |||||
| (Loss)/income from continuing operations before cumulative effect of a change in accounting principle |
(16.3 | ) | 5.3 | |||||
| Discontinued operations: Income from real estate to be disposed of, net of income tax expense of $0.0 million and $1.2 million in 2004 and 2003, respectively. |
| 2.3 | ||||||
| Net (loss)/income before cumulative effect of a change in accounting principle |
(16.3 | ) | 7.6 | |||||
| Cumulative effect on prior periods of the adoption of SOP 03-1, net of income tax expense of $2.2 million (Note 3) |
4.0 | | ||||||
| Net (loss)/ income |
(12.3 | ) | 7.6 | |||||
| Other comprehensive income/(loss), net |
15.8 | (3.9 | ) | |||||
| Comprehensive income |
$ | 3.5 | $ | 3.7 | ||||
| Per Share Data: |
||||||||
| Basic (loss)/income per share from continuing operations before cumulative effect of a change in accounting principle |
$ | (0.33 | ) | $ | 0.11 | |||
| Basic income per share from discontinued operations |
$ | | $ | 0.05 | ||||
| Basic net (loss)/income per share before cumulative effect of a change in accounting principle |
$ | (0.33 | ) | $ | 0.16 | |||
| Basic income per share from cumulative effect of a change in accounting principle |
$ | 0.08 | $ | | ||||
| Basic net (loss)/income per share |
$ | (0.25 | ) | $ | 0.16 | |||
| Diluted (loss)/income per share from continuing operations before cumulative effect of a change in accounting principle |
$ | (0.33 | ) | $ | 0.11 | |||
| Diluted income per share from discontinued operations |
$ | | $ | 0.05 | ||||
| Diluted net (loss)/income per share before cumulative effect of a change in accounting principle |
$ | (0.33 | ) | $ | 0.16 | |||
| Diluted income per share from cumulative effect of a change in accounting principle |
$ | 0.08 | $ | | ||||
| Diluted net (loss)/income per share |
$ | (0.25 | ) | $ | 0.16 | |||
| Share Data: |
||||||||
| Weighted-average shares used in basic per share calculation |
50,121,814 | 46,961,194 | ||||||
| Plus: incremental shares from assumed conversion of dilutive securities |
| 23,816 | ||||||
| Weighted-average shares used in diluted per share calculations |
50,121,814 | 46,985,010 | ||||||
See accompanying notes to unaudited interim condensed consolidated financial statements.
3
THE MONY GROUP INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT
OF CHANGES IN SHAREHOLDERS EQUITY
For the Three-month Period Ended March 31, 2004
| Common Stock |
Capital In Excess Of Par |
Treasury Stock |
Retained Earnings |
Accumulated Other Comprehensive Income |
Unamortized Restricted Stock Compensation |
Total Shareholders |
|||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||||
| Balance December 31, 2003 |
$ | 0.5 | $ | 1,832.6 | $ | (137.7 | ) | $ | 351.5 | $ | 51.8 | $ | (4.5 | ) | $ | 2,094.2 | |||||||||
| Unamortized restricted stock compensation |
0.9 | 0.9 | |||||||||||||||||||||||
| Issuance of stock |
1.7 | 1.7 | |||||||||||||||||||||||
| Comprehensive income: |
|||||||||||||||||||||||||
| Net loss |
(12.3 | ) | (12.3 | ) | |||||||||||||||||||||
| Other comprehensive income(1) |
15.8 | 15.8 | |||||||||||||||||||||||
| Comprehensive income |
3.5 | ||||||||||||||||||||||||