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: 333-65423
MONY LIFE INSURANCE COMPANY OF AMERICA
(Exact name of Registrant as specified in its charter)
| Arizona | 86-0222062 | |
| (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 ¨ No x
As of May 7, 2004, 2,500,000 shares of the Registrants Common Stock were outstanding.
REDUCED DISCLOSURE FORMAT
Registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the Reduced Disclosure Format.
MONY LIFE INSURANCE COMPANY OF AMERICA
FORM 10-Q
TABLE OF CONTENTS
| Page | ||||
| Item 1: |
3 | |||
| Unaudited interim condensed balance sheets as of March 31, 2004 and December 31, 2003 |
3 | |||
| 4 | ||||
| 5 | ||||
| 6 | ||||
| 7 | ||||
| Item 2: |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
19 | ||
| Item 3: |
37 | |||
| Item 4: |
37 | |||
| Item 1: |
38 | |||
| Item 6: |
38 | |||
| S-1 | ||||
| * | Omitted pursuant to General Instruction H(1)(a) and (b) of Form 10-Q. |
1
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 Inc.s shareholders and regulatory approvals; a significant delay in the expected completion of, or a 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 its claims-paying and financial-strength ratings; the Company could have to accelerate amortization of deferred policy acquisition costs if market conditions deteriorate; the Company could have to write off investments in certain securities if the issuers financial condition deteriorates; the Company may be required to recognize in its earnings other than temporary impairment charges on investments in fixed maturity and equity securities held by it; 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.
2
FINANCIAL INFORMATION
MONY LIFE INSURANCE COMPANY OF AMERICA
UNAUDITED INTERIM CONDENSED 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 |
$ | 1,856.0 | $ | 1,734.0 | ||
| Mortgage loans on real estate |
448.8 | 419.6 | ||||
| Policy loans |
86.8 | 86.1 | ||||
| Real estate held for investment |
2.2 | 2.2 | ||||
| Other invested assets |
25.9 | 16.7 | ||||
| 2,419.7 | 2,258.6 | |||||
| Cash and cash equivalents |
56.4 | 180.4 | ||||
| Accrued investment income |
33.2 | 29.5 | ||||
| Amounts due from reinsurers |
59.2 | 59.6 | ||||
| Deferred policy acquisition costs |
766.5 | 758.1 | ||||
| Current federal income taxes |
47.2 | 27.7 | ||||
| Other assets |
16.7 | 12.2 | ||||
| Separate account assets |
3,590.7 | 3,504.0 | ||||
| Total assets |
$ | 6,989.6 | $ | 6,830.1 | ||
| LIABILITIES AND SHAREHOLDERS EQUITY |
||||||
| Future policy benefits |
$ | 183.8 | $ | 186.6 | ||
| Policyholders account balances |
2,009.4 | 1,962.4 | ||||
| Other policyholders liabilities |
89.3 | 86.3 | ||||
| Accounts payable and other liabilities |
97.4 | 108.2 | ||||
| Note payable to affiliate (Note 6) |
38.9 | 39.6 | ||||
| Deferred federal income taxes |
198.7 | 177.4 | ||||
| Separate account liabilities |
3,590.7 | 3,504.0 | ||||
| Total liabilities |
6,208.2 | 6,064.5 | ||||
| Commitments and contingencies (Note 5) |
||||||
| Common stock $1.00 par value; 5.0 million shares authorized, 2.5 million issued and outstanding |
2.5 | 2.5 | ||||
| Capital in excess of par |
599.7 | 599.7 | ||||
| Retained earnings |
144.8 | 139.2 | ||||
| Accumulated other comprehensive income |
34.4 | 24.2 | ||||
| Total shareholders equity |
781.4 | 765.6 | ||||
| Total liabilities and shareholders equity |
$ | 6,989.6 | $ | 6,830.1 | ||
See accompanying notes to unaudited interim condensed financial statements.
3
MONY LIFE INSURANCE COMPANY OF AMERICA
UNAUDITED INTERIM CONDENSED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
For the Three-month Periods Ended March 31, 2004 and 2003
| 2004 |
2003 |
||||||
| ($ in millions) | |||||||
| Revenues: |
|||||||
| Universal life and investment-type product policy fees |
$ | 43.8 | $ | 40.5 | |||
| Premiums |
35.5 | 27.5 | |||||
| Net investment income |
29.5 | 27.9 | |||||
| Net realized gains/(losses) on investments |
5.8 | (1.1 | ) | ||||
| Other income |
10.8 | 6.0 | |||||
| 125.4 | 100.8 | ||||||
| Benefits and Expenses: |
|||||||
| Benefits to policyholders |
42.4 | 35.3 | |||||
| Interest credited to policyholders account balances |
23.8 | 21.8 | |||||
| Amortization of deferred policy acquisition costs |
16.9 | 16.4 | |||||
| Other operating costs and expenses |
40.4 | 29.0 | |||||
| 123.5 | 102.5 | ||||||
| Income/(loss) from continuing operations before income taxes and cumulative effect of a change in accounting principle |
1.9 | (1.7 | ) | ||||
| Income tax expense/(benefit) |
0.1 | (0.4 | ) | ||||
| Income/(loss) from continuing operations before cumulative effect of a change in accounting principle |
1.8 | (1.3 | ) | ||||
| Discontinued operations: loss from real estate to be disposed of, net of income tax benefit |
| (0.1 | ) | ||||
| Net income/(loss) before cumulative effect of a change in accounting principle |
1.8 | (1.4 | ) | ||||
| Cumulative effect on prior periods of the adoption of SOP 03-1, net of income tax expense of $2.1 million (Note 3) |
3.8 | | |||||
| Net income/(loss) |
5.6 | (1.4 | ) | ||||
| Other comprehensive income(loss), net |
10.2 | (0.3 | ) | ||||
| Comprehensive income/(loss) |
$ | 15.8 | $ | (1.7 | ) | ||
See accompanying notes to unaudited interim condensed financial statements.
4
MONY LIFE INSURANCE COMPANY OF AMERICA
UNAUDITED INTERIM CONDENSED STATEMENT
OF CHANGES IN SHAREHOLDERS EQUITY
For the Three-month Period Ended March 31, 2004
| Common Stock |
Capital In Excess of Par |
Retained Earnings |
Accumulated Other Comprehensive Income |
Total Shareholders Equity | |||||||||||
| ($ in millions) | |||||||||||||||
| Balance, December 31, 2003 |
$ | 2.5 | $ | 599.7 | $ | 139.2 | $ | 24.2 | $ | 765.6 | |||||
| Comprehensive income: |
|||||||||||||||
| Net income |
5.6 | 5.6 | |||||||||||||
| Other comprehensive income |
10.2 | 10.2 | |||||||||||||
| Comprehensive income |
15.8 | ||||||||||||||
| Balance, March 31, 2004 |
$ | 2.5 | $ | 599.7 | $ | 144.8 | $ | 34.4 | $ | 781.4 | |||||
See accompanying notes to unaudited interim condensed financial statements.
5
MONY LIFE INSURANCE COMPANY OF AMERICA
UNAUDITED INTERIM CONDENSED STATEMENTS OF CASH FLOWS
For the Three-month Periods Ended March 31, 2004 and 2003
| 2004 |
2003 |
|||||||
| ($ in millions) | ||||||||
| Net cash used in operating activities |
$ | (50.1 | ) | $ | (3.7 | ) | ||
| Cash flows from investing activities: |
||||||||
| Sales, maturities or repayments of: |
||||||||
| Fixed maturity securities |
68.2 | 96.7 | ||||||
| Mortgage loans on real estate |
3.7 | 12.0 | ||||||
| Other invested assets |
| | ||||||
| Acquisitions of investments: |
||||||||
| Fixed maturity securities |
(150.0 | ) | (115.7 | ) | ||||
| Mortgage loans on real estate |
(33.1 | ) | (51.5 | ) | ||||
| Other invested assets |
(0.1 | ) | | |||||
| Policy loans, net |
(0.7 | ) | (0.6 | ) | ||||
| Net cash used in investing activities |
$ | (112.0 | ) | $ | (59.1 | ) | ||
| Cash flows from financing activities: |
||||||||
| Repayment of note to affiliate |
(0.7 | ) | (0.6 | ) | ||||
| Receipts from annuity and universal life policies credited to policyholders account balances |
221.0 | 200.2 | ||||||
| Return of policyholders account balances on annuity and universal life policies |
(182.2 | ) | (125.7 | ) | ||||
| Net cash provided by financing activities |
38.1 | 73.9 | ||||||
| Net (decrease)/increase in cash and cash equivalents |
(124.0 | ) | 11.1 | |||||
| Cash and cash equivalents, beginning of period |
180.4 | 33.2 | ||||||
| Cash and cash equivalents, end of period |
$ | 56.4 | $ | 44.3 | ||||
See accompanying notes to unaudited interim condensed financial statements.
6
MONY LIFE INSURANCE COMPANY OF AMERICA
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
1. Organization and Description of Business:
MONY Life Insurance Company of America (the Company or MLOA), an Arizona stock life insurance company, is a wholly-owned subsidiary of MONY Life Insurance Company (MONY Life), formerly The Mutual Life Insurance Company of New York, which converted from a mutual life insurance company to a stock life insurance company on November 16, 1998. MONY Life is a wholly-owned subsidiary of MONY Holdings, LLC. (MONY Holdings), a downstream holding company formed by The MONY Group Inc. (the MONY Group) on February 27, 2002. On April 30, 2002, MONY Group transferred all of its ownership interest in MONY Life to MONY Holdings.
The Companys primary business is to provide life insurance, annuities, and corporate-owned and bank-owned life insurance (COLI and BOLI) to business owners, growing families, and pre-retirees. The Company distributes its products and services through Retail and Wholesale distribution channels. The Companys Retail distribution channels are comprised of: (i) the career agency sales force operated by MONY Life and (ii) Trusted Securities Advisors Corp. (Trusted Advisors), now a division of MONY Securities Corporation (a wholly-owned subsidiary of MONY Life). The Companys Wholesale channel is comprised of: (i) MONY Partners, a division of MONY Life and (ii) MONY Lifes corporate marketing team which markets COLI and BOLI products. These products are sold in 49 states (not including New York), the District of Columbia and Puerto Rico.
2. Proposed Merger of MONY Group with AXA Financial, Inc.:
On September 17, 2003, MONY Group entered into an Agreement and Plan of Merger with AXA Financial, Inc. (AXA Financial) and AIMA Acquisition Co. (AIMA), which was subsequently amended on February 22, 2004 (hereafter referred to collectively as the AXA Agreement), pursuant to which MONY Group will become a wholly owned subsidiary of AXA Financial in a cash transaction valued at approximately $1.5 billion. Under the terms of the AXA Agreement, which has been approved by the boards of directors of AXA Financial and MONY Group, MONY Groups shareholders will receive $31.00 for each share of MONY Groups common stock. The acquisition contemplated by the AXA Agreement is subject to various regulatory approvals and other customary conditions, including the approval of MONY Groups shareholders. A special meeting of MONY Groups shareholders is scheduled for May 18, 2004 to vote on the proposed acquisition of MONY Group by AXA Financial. The transaction is expected to close in the second quarter of 2004. See Note 5 for further information regarding the pending merger transaction.
3. Summary of Significant Accounting Policies:
Basis of Presentation
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. The most significant estimates made in conjunction with the preparation of the Companys financial statements include those used in determining: (i) deferred policy acquisition costs, (ii) the liability for future policy benefits, (iii) valuation allowances for mortgage loans and impairment writedowns for other invested assets, (iv) costs associated with contingencies, and (v) litigation and restructuring charges. Certain reclassifications have been made in the amounts presented for prior periods to conform those periods to the current presentation.
7
MONY LIFE INSURANCE COMPANY OF AMERICA
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS(Continued)
Stock-Based Compensation
FASB Statement No. 123, Accounting for Stock-Based Compensation (SFAS 123), issued in October 1995, prescribes accounting and reporting standards for employee stock-based compensation plans, as well as transactions in which an entity issues equity instruments to acquire goods or services from non-employees. However, for employee stock based compensation plans, SFAS 123 permits companies, at their election, to continue to apply the accounting prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), which was issued and effective since 1972. SFAS 123 provides no similar election with respect to transactions in which an entity issues equity instruments to acquire goods or services from non-employees. For companies electing to apply the accounting prescribed by APB 25 to their employee stock-based compensation plans, SFAS 123 requires that pro forma disclosure be made of net income and earnings per share as if the fair value accounting prescribed by SFAS 123 had been adopted.
Although the Company has no employees, under a service agreement with MONY Life the Company is charged for services, including personnel services and employee benefits provided by MONY Life employees on the Companys behalf. MONY Life elected to apply the accounting prescribed by APB 25 to option grants to employees and, accordingly, make the aforementioned pro forma disclosures. Based on the definition of an employee prescribed in the Internal Revenue Code, MONY Lifes career financial professionals do not qualify as employees. The following table reflects the effect on net income of the Company as if the accounting prescribed by SFAS 123 had been applied by MONY Life to the options granted to employees and outstanding as at March 31, 2004 and 2003:
| For the Three-month Periods Ended |
|||||||
| 2004 |
2003 |
||||||
| ($ in millions) | |||||||
| Net income/(loss), as reported |
$ | 5.6 | $ | (1.4 | ) | ||
| Less: Total stock-based employee compensation determined under the fair value method of accounting, net of tax |
0.8 | 1.1 | |||||
| Pro forma net income/(loss) |
$ | 4.8 | $ | (2.5 | ) | ||
New Accounting Pronouncements
On January 1, 2004, the Company adopted the American Institute of Certified Public Accountants Statement of Position 03-1 Accounting and Reporting by Insurance Enterprises for Certain Non-Traditional Long-Duration Contracts and for Separate Accounts (SOP 03-1). SOP 03-1 provides guidance relating to (i) separate account presentation, (ii) accounting for an insurance enterprises interest in separate accounts, (iii) gains and losses on the transfer of assets from the general account, (iv) liability valuation, (v) return based on a contractually referenced pool of assets or index, (vi) determining the significance of mortality and morbidity risk and classification of contracts that contain death or other insurance benefit features, (vii) accounting for contracts that contain death or other insurance benefit features, (viii) accounting for reinsurance and other similar contracts, (ix) accounting for annuitization benefits, (x) sales inducements to contract holders, and (xi) disclosures in the financial statements of an insurance enterprise regarding (a) separate account assets and liabilities, (b) the insurance enterprises accounting policy for sales inducements, and (c) the nature of the liabilities and methods and assumptions used in estimating any contract benefits recognized in excess of the account balance. The cumulative effect of the adoption of SOP 03-1, totaling $3.8 million, is shown as a one time credit to income in the Companys income statement for the three-month period ended March 31, 2004. See Note 4 for the required disclosures pursuant to the adoption of SOP 03-1.
8
MONY LIFE INSURANCE COMPANY OF AMERICA
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS(Continued)
4. Variable Contracts:
The Company, through its separate accounts, provides life insurance and annuity products that guarantee certain benefits to the contract holder. There are three types of variable annuity contracts offered through the Companys separate accounts where the Company contractually guarantees to the contract holder either (a) a guaranteed minimum death benefit (GMDB) where, in the event of death, the contract holder will receive a return of no less than total deposits made to the contract adjusted for any partial withdrawals, as long as the contract is in force, (b) a guaranteed return of total deposits made to the contract adjusted for any partial withdrawals plus a minimum return subject to a certain preset maximum amount, or (c) the highest contract value on a specified anniversary date adjusted for any withdrawals made after the contract anniversary date. These guarantees include benefits that are payable in the event of death or annuitization. The Company also issues variable universal life insurance contracts through its separate accounts that include an optional feature which guarantees the continuation of the contract and the payment of death benefits if the sum of actual premiums paid exceeds the required minimum premiums during a specified period (GMDB VUL). There were no gains or losses relating to these contracts on transfers of assets from the general account to the separate account for the three-month periods ended March 31, 2004 and 2003.
The assets supporting the variable portion of variable universal life contracts, traditional variable annuities and variable contracts with guarantees are carried at fair value and reported as summary total separate account assets with an equivalent summary total reported for liabilities. Amounts assessed against the contract holders for mortality, administrative and other services are included in revenue, and changes in liabilities for minimum guarantees are included in poli