1
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 September 30, 1999
OR
[ ] 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 0-21459
AMERUS LIFE HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
699 WALNUT STREET
DES MOINES, IOWA 50309-3948
(Address of principal executive offices)
IOWA 42-1459712
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (515) 362-3600
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 [ ]
The number of shares outstanding of each of the Registrant's classes of common
stock on November 3, 1999 was as follows:
Class A, Common Stock 25,098,512 shares
Class B, Common Stock 5,000,000 shares
Exhibit index - Page 45
Page 1 of 51
2
INDEX
Page No.
--------
PART I - FINANCIAL INFORMATION................................................................... 3
Item 1. Financial Statements............................................................... 3
Consolidated Balance Sheets September 30, 1999
(Unaudited) and December 31, 1998.................................................. 3
Consolidated Statements of Income (Unaudited)
For the Three Months Ended September 30, 1999 and 1998
and the Nine Months Ended September 30, 1999 and 1998.............................. 5
Consolidated Statements of Comprehensive Income (Unaudited)
For the Three Months Ended September 30, 1999 and 1998
and the Nine Months Ended September 30, 1999 and 1998.............................. 6
Consolidated Statements of Cash Flows (Unaudited)
For the Nine Months Ended September 30, 1999 and 1998.............................. 7
Notes to Consolidated Financial Statements (Unaudited) ............................ 9
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition ............................................................... 21
Item 3. Quantitative and Qualitative Disclosures About Market Risk......................... 42
PART II - OTHER INFORMATION...................................................................... 43
Item 1. Legal Proceedings.................................................................. 43
Item 6. Exhibits and Reports on Form 8-K................................................... 43
Signatures....................................................................................... 44
Exhibit Index.................................................................................... 45
2
3
AMERUS LIFE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
September 30, December 31,
------------------------------
1999 1998
------------------------------
(unaudited)
Assets
Investments:
Securities available for sale at fair value:
Fixed maturity securities $ 7,016,504 $ 6,710,246
Equity securities 15,179 68,483
Short-term investments 13,255 22,428
Mortgage loans on real estate 584,130 566,403
Real estate 1,542 633
Policy loans 109,482 110,786
Other investments 209,541 205,790
-----------------------------
Total investments 7,949,633 7,684,769
Cash and cash equivalents 17,427 60,090
Accrued investment income 95,658 79,921
Premiums and fees receivable 5,524 4,385
Reinsurance receivables 8,174 6,174
Deferred policy acquisition costs 496,486 246,030
Value of business acquired 264,993 224,540
Investment in unconsolidated subsidiaries 30,181 29,602
Goodwill 209,866 215,506
Property and equipment 23,808 23,249
Deferred income taxes 21,877 --
Other assets 383,329 401,239
Closed Block assets 1,417,134 1,453,305
-----------------------------
Total assets $10,924,090 $10,428,810
=============================
3
4
AMERUS LIFE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
September 30, December 31,
----------------------------
1999 1998
----------------------------
(unaudited)
Liabilities and Stockholders' Equity
Policy reserves and policyowner funds:
Future life and annuity policy benefits $ 7,286,422 $ 7,185,417
Policyowner funds 553,767 95,974
----------------------------
7,840,189 7,281,391
Accrued expenses 32,280 41,323
Dividends payable to policyowners 2,200 1,168
Policy and contract claims 8,137 13,433
Income taxes payable 11,057 9,574
Deferred income taxes -- 11,398
Other liabilities 121,793 159,350
Debt 152,198 141,051
Closed Block liabilities 1,739,198 1,703,195
----------------------------
Total liabilities 9,907,052 9,361,883
----------------------------
Company-obligated mandatorily redeemable preferred
capital securities of subsidiary trusts holding solely
junior subordinated debentures of the Company 214,791 216,729
----------------------------
Stockholders' equity:
Preferred Stock, no par value, 20,000,000 shares
authorized, none issued -- --
Common Stock, Class A, no par value, 180,000,000
shares authorized: issued and outstanding; 25,185,776
shares (net of 4,547,383 treasury shares) in 1999 and
25,425,983 (net of 4,308,936 treasury shares) in 1998 25,186 25,426
Common Stock, Class B, no par value, 50,000,000 shares
authorized; 5,000,000 shares issued and outstanding 5,000 5,000
Paid-in capital 284,942 290,091
Accumulated other comprehensive income (56,819) 26,711
Unearned compensation (376) (240)
Retained earnings 544,314 503,210
----------------------------
Total stockholders' equity 802,247 850,198
----------------------------
Total liabilities and stockholders' equity $ 10,924,090 $ 10,428,810
============================
4
5
AMERUS LIFE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except share data)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
--------------------------- ---------------------------
Revenues:
Insurance premiums $ 22,821 $ 22,642 $ 67,041 $ 61,368
Universal life and annuity product charges 19,399 20,035 55,485 54,287
Net investment income 139,103 115,997 399,799 375,991
Realized gains (losses) on investments 145 (8,393) 4,164 2,390
Contribution from the Closed Block 6,207 7,200 19,121 24,036
--------------------------- ---------------------------
187,675 157,481 545,610 518,072
--------------------------- ---------------------------
Benefits and expenses:
Policyowner benefits 116,831 115,304 327,527 334,590
Underwriting, acquisition, and insurance expenses 22,303 17,731 66,943 56,180
Amortization of deferred policy acquisition costs
and value of business acquired 15,597 8,160 52,168 38,848
Dividends to policyowners 1,396 909 3,419 1,619
--------------------------- ---------------------------
156,127 142,104 450,057 431,237
--------------------------- ---------------------------
Income from operations 31,548 15,377 95,553 86,835
Interest expense 6,763 7,007 21,533 19,617
--------------------------- ---------------------------
Income before income tax expense and equity in
earnings of unconsolidated subsidiary 24,785 8,370 74,020 67,218
Income tax expense 8,301 1,952 24,996 19,271
--------------------------- ---------------------------
Income before equity in earnings of unconsolidated
subsidiary 16,484 6,418 49,024 47,947
Equity in earnings of unconsolidated subsidiary 204 444 1,212 1,535
--------------------------- ---------------------------
Net income $ 16,688 $ 6,862 $ 50,236 $ 49,482
=========================== ===========================
Earnings per common share:
Basic $ 0.55 $ 0.20 $ 1.65 $ 1.44
=========================== ===========================
Diluted $ 0.55 $ 0.20 $ 1.65 $ 1.43
=========================== ===========================
Weighted average common shares outstanding
Basic 30,372,452 33,726,221 30,412,029 34,393,079
=========================== ===========================
Diluted 30,534,084 33,951,365 30,485,777 34,695,353
=========================== ===========================
5
6
AMERUS LIFE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
---------------------- ----------------------
Net Income $ 16,688 $ 6,862 $ 50,236 $ 49,482
Other comprehensive income (loss), before tax
Unrealized gains (losses) on securities
Unrealized holding gains (losses) arising during period (47,401) (4,889) (130,828) 3,826
Less: reclassification adjustment for gains included
in net income (2,372) (770) (2,321) 9,688
---------------------- ----------------------
Other comprehensive income (loss), before tax (45,029) (4,119) (128,507) (5,862)
Income tax (expense) benefit related to items of other
comprehensive income 15,760 1,283 44,978 1,893
---------------------- ----------------------
Other comprehensive income (loss), net of tax (29,269) (2,836) (83,529) (3,969)
---------------------- ----------------------
Comprehensive income (loss) $ (12,581) $ 4,026 $ (33,293) $ 45,513
====================== ======================
6
7
AMERUS LIFE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Nine Months Ended
September 30,
1999 1998
--------------------------
Cash flows from operating activities
Net Income $ 50,236 $ 49,482
Adjustments to reconcile net income to net cash
provided by operating activities:
Policyowner assessments on universal life
and annuity products (39,412) (54,287)
Interest credited to policyowner account
balances 233,839 246,826
Realized investment (gains) losses (4,164) (2,390)
Goodwill amortization 5,640 5,486
VOBA amortization 22,611 21,928
Change in:
Accrued investment income (15,737) (617)
Reinsurance ceded receivables (2,000) 1,823
Deferred policy acquisition costs (82,822) (54,385)
Liabilities for future policy benefits 568,051 10,139
Policy and contract claims and other
policyowner funds (6,158) 9,991
Income taxes:
Current 1,483 1,685
Deferred 18,054 (5,716)
Other, net 4,876 39,383
Change in Closed Block assets and
liabilities, net 56,092 88,449
--------------------------
Net cash provided by operating activities 810,589 357,797
--------------------------
Cash flows from investing activities
Purchase of fixed maturities available-for-sale (5,273,024) (2,627,327)
Maturities, calls, and principal reductions of
fixed maturities available for sale 4,649,519 2,930,021
Purchase of equity securities (211,670) (227,377)
Proceeds from sale of equity securities 227,243 207,928
Proceeds from repayment and sale of
mortgage loans 105,931 82,091
7
8
AMERUS LIFE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Nine Months Ended
September 30,
1999 1998
----------------------
Purchase of mortgage loans (86,275) (166,573)
Purchase of real estate and other invested assets (76,105) (170,731)
Proceeds from sale of real estate and other
invested assets 23,862 43,658
Change in policy loans, net 1,304 7,014
Tax on capital gains 5,160 15,545
Other assets, net (17,078) (178,839)
Change in Closed Block investments, net (44,751) (73,383)
----------------------
Net cash (used in) investing activities (695,884) (157,973)
----------------------
Cash flows from financing activities:
Deposits to policyowner account balances 717,835 608,860
Withdrawals from policyowner account balances (869,815) (850,562)
Change in debt, net 11,147 24,161
Purchase of treasury stock (6,140) (74,952)
Issuance of treasury stock 260
Dividends to shareholders (9,132) (10,388)
Issuance of company-obligated mandatorily
redeemable capital securities -- 144,963
Retirement of company-obligated mandatorily
redeemable capital securities (1,523) --
----------------------
Net cash (used in) financing activities (157,368) (157,918)
----------------------
Net increase (decrease) in cash (42,663) 41,906
Cash and cash equivalents at beginning of period 60,090 58,081
----------------------
Cash and cash equivalents at end of period $ 17,427 $ 99,987
======================
Supplemental disclosure of cash activities:
Interest paid $ 21,155 $ 15,289
======================
Income taxes paid $ 15,528 $ 26,706
======================
8
9
AMERUS LIFE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for annual
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. All adjustments were of a
normal recurring nature, unless otherwise noted in Management's Discussion and
Analysis and the Notes to Financial Statements. Operating results for the three
months and nine months ended September 30, 1999 are not necessarily indicative
of the results that may be expected for the year ending December 31, 1999. For
further information and for capitalized terms not defined in this 10-Q, refer to
the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998.
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 financial statement presentation.
SFAS 133
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 defines derivative instruments
and provides comprehensive accounting and reporting standards for the
recognition and measurement of derivative and hedging activities (including
certain instruments embedded in other contracts). It requires derivatives to be
recorded in the Consolidated Balance Sheet at fair value and establishes
criteria for hedges of changes in the fair value of assets, liabilities or firm
commitments, hedges or variable cash flows or forecasted transactions, and
hedges of foreign currency exposures of net investments in foreign operations.
Changes in the fair value of derivatives not meeting specific hedge accounting
criteria would be recognized in the Consolidated Statement of Operations. In
June 1999, the FASB issued SFAS No. 137 "Accounting for Derivative Instruments
and Hedging Activities Deferral of the Effective Date of FASB Statement No.
133." SFAS No. 137 delays the effective date of SFAS No. 133 for all fiscal
quarters until fiscal years beginning after June 15, 2000. The Company is
evaluating SFAS No. 133 and has not determined its effect on the Consolidated
Financial Statements.
SOP 97-3
On January 1, 1999, the Company adopted the American Institute of
Certified Public Accountants (AICPA) Statement of Position (SOP) 97-3,
"Accounting by Insurance and Other Enterprises for Insurance-Related
Assessments." This statement provides guidance on when an insurance or other
enterprise should recognize a liability for guaranty fund and other assessments
and on how to measure such liability. The adoption of SOP 97-3 has no material
impact on the financial position or results of operations as the Company
currently estimates assessment liabilities when a determination of an insolvency
has occurred.
9
10
SOP 98-1
On January 1, 1999, the Company adopted the AICPA SOP 98-1, "Accounting
for the Costs of Computer Software Developed or Obtained for Internal Use." This
SOP provides guidance for determining whether costs of software developed or
obtained for internal use should be capitalized or expensed as incurred. In the
past, the Company has expensed such costs as they were incurred. The adoption of
SOP 98-1 has no material impact on the financial position or results of
operations of the Company.
STATUTORY ACCOUNTING CODIFICATION
The NAIC has codified statutory accounting practices, which are expected
to constitute the only source of prescribed statutory accounting practices and
are effective in 2001. Codification will change prescribed statutory accounting
practices and may result in changes to the accounting practices that insurance
enterprises use to prepare their statutory financial statements. The changes of
codification will not have a material impact on statutory surplus.
EARNINGS PER COMMON SHARE
Basic earnings per share of common stock are computed by dividing net
income by the weighted-average number of common shares outstanding during the
period. Diluted earnings per share assumes the issuance of common shares
applicable to stock options and warrants calculated using the treasury stock
method.
(2) CLOSED BLOCK
Summarized financial information of the Closed Block balance sheet as of
September 30, 1999 and December 31, 1998 and statements of income for the three
months and nine months ended September 30, 1999 and 1998 are as follows (in
thousands):
10
11
September 30, December 31,
1999 1998
----------------------------
Assets:
Securities available for sale at fair value
Fixed maturity securities $1,098,759 $1,116,540
Short-term investments -- 8,875
Policy loans 185,283 181,866
Other investments 2,690 3,027
Cash and cash equivalents 2,420 4
Accrued investment income 15,822 14,445
Premiums and fees receivable 740 3,385
Deferred policy acquisition costs 101,060 117,479
Other assets 10,360 7,684
---------------------------
Total Assets $1,417,134 $1,453,305
===========================
Liabilities:
Future life and annuity policy benefits $1,565,236 $1,517,162
Policyowner funds 6,583 6,356
Accrued expenses 1,117 3,887
Dividends payable to policyowners 154,201 149,487
Policy and contract claims 4,871 8,395
Other liabilities 7,191 17,914
---------------------------
Total Liabilities $1,739,199 $1,703,195
===========================
Three Months
Ended
September 30,
1999 1998
-----------------------
Revenues and expenses:
Insurance premiums $ 42,737 $ 47,318
Universal life and annuity product charges 3,184 3,265
Net investment income 26,408 30,147
Realized gains (losses) on investments (37) 410
Policyowner benefits (45,551) (48,616)
Underwriting, acquisition and insurance expenses (896) (1,310)
Amortization of deferred policy acquisition costs (3,830) (7,780)
Dividends to policyowners (15,808) (16,234)
-----------------------
Contribution from the Closed Block before income taxes $ 6,207 $ 7,200
=======================
11
12
Nine Months
Ended
September 30,
1999 1998
----------------------
Revenues and expenses:
Insurance premiums $ 141,335 $ 147,250
Universal life and annuity product charges 9,754 10,531
Net investment income 82,414 87,486
Realized gains on investments 625 8,587
Policyowner benefits (144,523) (147,988)
Underwriting, acquisition and insurance expenses (3,717) (4,196)
Amortization of deferred policy acquisition costs (16,419) (20,598)
Dividends to policyowners (50,348) (57,036)
----------------------
Contribution from the Closed Block before income taxes $ 19,121 $ 24,036
======================
12
13
(3) DEBT AND CAPITAL SECURITIES
Debt consists of the following (in thousands):
September 30, 1999 December 31, 1998
------------------ -----------------
(Unaudited)
Federal Home Loan Bank community investment
long-term advances with a weighted average
interest rate of 6.29% at September 30, 1999 $ 16,198 $ 16,051
11,000 --
Revolving credit agreement
Senior Notes bearing interest at 6.95%
due June, 2005 125,000 125,000
-------- -----------
$152,198 $ 141,051
======== ===========
September 30, 1999 December 31, 1998
------------------ -----------------
(Unaudited)
AmerUs Capital I 8.85% Capital
Securities Series A due
February 1, 2007 $ 86,000 $ 86,000
AmerUs Capital II 7.00%
Adjustable Conversion-rate
Equity Security Units due
July 27, 2003 128,791 130,729
-------- --------
$214,791 $216,729
======== ========
On September 10, 1999, the Company repurchased 61,400 Adjustable
Conversion-rate Equity Security units at an average unit price of $24.80. This
resulted in a gain of $0.4 million which has been reflected as an addition to
paid-in capital as the gain is primarily attributable to the change in value of
the forward common stock purchase contract.
For an additional discussion of the terms of the above indebtedness refer
to the Company's consolidated financial statements as of December 31, 1998.
(4) FEDERAL INCOME TAXES
The effective income tax rate for the nine months ending September 30,
1999 and 1998 was lower than the prevailing corporate rate primarily as a result
of earned low income housing and historic rehabilitation credits which totaled
$3.2 million and $3.8 million, respectively.
13
14
(5) COMMITMENTS AND CONTINGENCIES
AmerUs Life Insurance Company ("AmerUs Life") and its joint venture
partner are contingently liable in the event the joint venture, Ameritas
Variable Life Insurance Company ("AVLIC"), cannot meet its policyholder
obligations. At September 30, 1999, AVLIC had statutory assets of $2,164.6
million, liabilities of $2,122.8 million, and surplus of $41.8 million.
In the ordinary course of business, the Company and its subsidiaries are
engaged in certain other litigation, none of which management believes is
material to the Company's results of operations.
(6) RELATED PARTY TRANSACTIONS
AmerUs Life has a master agreement of purchase and sale with AmerUs Home
Equity whereby AmerUs Life agrees to purchase whole loans from AmerUs Home
Equity from time to time. AmerUs Life also has a loan servicing agreement with
AmerUs Home Equity, whereby AmerUs Home Equity acts as servicer of the loans and
receives a servicing fee of 50 basis points of the outstanding principal
balances of the loans. During the nine months ended September 30, 1999, AmerUs
Life purchased loans with a total outstanding principal balance of $13.1 million
at par.
In the third quarter of 1999, AmerUs Life entered into a reinsurance
arrangement with Ameritas Variable Life Insurance Company, its joint venture
partner, on a block of equity-indexed annuities. AmerUs Life received assets of
approximately $57 million and assumed liabilities of approximately $59 million.
A value of business acquired asset of $2 million was recorded in connection with
this transaction.
In the third quarter of 1999, AmerUs Capital Management Properties, Inc.,
a wholly-owned subsidiary of AmerUs Capital Management, which is a wholly-owned
subsidiary of the Company, acquired approximately $8.7 million of receivables,
loans, and partnership interests from an affiliate, AmerUs Properties.
(7) OPERATING SEGMENTS
The Company has two operating segments: Life Insurance and Annuities.
Products generally distinguish a segment. A brief description of each segment
follows:
LIFE INSURANCE
Open Block: The primary product offerings consist of whole life, universal
life and term life insurance policies. These products are marketed on a
national basis primarily through a Preferred Producer agency system and a
Personal Producing General Agent ("PPGA") distribution system.
Closed Block: The Closed Block was established for insurance policies
which had a dividend scale in effect as of June 30, 1996. The Closed Block
was designed to provide reasonable assurance to owners of insurance
policies included therein that, after the Reorganization of AmerUs Life,
assets would be available to maintain the dividend scales and interest
credits in effect prior to the Reorganization if the experience underlying
such scales and credits continues. The primary products included in the
Closed Block are whole life, certain universal life policies and term life
insurance policies.
14
15
ANNUITIES
The Annuity segment markets individual fixed annuities on a national basis
primarily through independent brokers and marketing companies. The Annuity
segment also includes two insurance contracts issued to commercial paper
conduits.
The Company uses the same accounting policies and procedures to measure
operating segment income and assets as it uses to measure its consolidated
operating income and assets with the exception of the elimination of certain
items which management believes are not necessarily indicative of overall
operating trends. These items are explained further in the Adjusted Operating
section of Management's Discussion and Analysis of Results of Operations and
Financial Condition. Operating segment income is generally income before
non-core realized gains and losses, interest expense and income tax. Premiums,
product charges, policyowner benefits, insurance expenses, amortization of
deferred policy acquisition costs and VOBA and dividends to policyowners are
attributed directly to each operating segment. Net investment income and core
realized gains and losses on investments are allocated based on directly-related
assets required for transacting the business of that segment. Other revenues and
benefits and expenses are deemed not to be associated with any specific segment
and primarily consist of discontinued product lines such as group and health,
non-core realized gains (losses), and holding company revenues and expenses. The
contribution to the operating income of the life insurance segment from the
Closed Block is reported as a single line item.
There are no significant intersegment transactions.
Operating segment income and assets are as follows:
15
16
Operating Segment Income (in thousands)
Three Months Ended September 30, 1999
Life Total
Insurance Annuities Other Consolidated
-----------------------------------------------
Revenues:
Insurance premiums $ 15,816 $ 6,936 $ 69 $ 22,821
Universal life and annuity product charges 11,384 8,015 -- 19,399
Net investment income 24,927 112,709 1,467 139,103
Core realized gains on investments -- 3,184 -- 3,184
Contribution from the Closed Block 6,207 -- -- 6,207
-----------------------------------------------
58,334 130,844 1,536 190,714
Benefits and expenses:
Policyowner benefits 26,116 90,587 128 116,831
Underwriting, acquisition, and insurance expenses 12,904 7,364 2,035 22,303
Amortization of deferred policy acquisition costs
and value of business acquired, net of
adjustment of $55 4,727 10,815 -- 15,542
Dividends to policyowners 1,396 -- -- 1,396
-----------------------------------------------
45,143 108,766 2,163 156,072
-----------------------------------------------
Adjusted income from operations $ 13,191 $ 22,078 (627) 34,642
======================
Non-core realized gains (losses) on investments (3,039)
Amortization of deferred policy acquisition costs due
to realized gains or losses (55)
Interest (expense) (6,763)
Income tax (expense) (8,301)
Equity in earnings of unconsolidated subsidiary 204
---------
Net income $ 16,688
=========
16
17
Operating Segment Income (in thousands)
Three Months Ended September 30, 1998
Life Total
Insurance Annuities Other Consolidated
----------------------------------------------
Revenues:
Insurance premiums $ 13,342 $ 9,216 $ 84 $ 22,642
Universal life and annuity product charges 11,440 8,595 -- 20,035
Net investment income 12,633 104,793 (1,429) 115,997
Core realized gains on investments -- 2,380 -- 2,380
Contribution from the Closed Block 7,200 -- -- 7,200
---------------------------------------------
44,615 124,984 (1,345) 168,254
Benefits and expenses:
Policyowner benefits 24,197 90,956 151 115,304
Underwriting, acquisition, and insurance expenses 11,133 7,219 (621) 17,731
Amortization of deferred policy acquisition costs --
and value of business acquired, net of
adjustment of ($2,697) 5,030 5,827 -- 10,857
Dividends to policyowners 909 -- -- 909
---------------------------------------------
41,269 104,002 (470) 144,801
---------------------------------------------
Adjusted income from operations $ 3,346 $ 20,982 (875) 23,453
======================
Non-core realized gains (losses) on investments (10,773)
Amortization of deferred policy acquisition costs due
to realized gains or losses 2,697
Interest (expense) (7,007)
Income tax (expense) (1,952)
Equity in earnings of unconsolidated subsidiary 444
---------
Net income $ 6,862
=========
17
18
Operating Segment Income (in thousands)
Nine Months Ended September 30, 1999
Life Total
Insurance Annuities Other Consolidated
----------------------------------------------
Revenues:
Insurance premiums $ 46,537 $ 20,339 $ 165 $ 67,041
Universal life and annuity product charges 34,990 20,495 -- 55,485
Net investment income 68,414 327,586 3,799 399,799
Core realized gains on investments -- 9,010 -- 9,010
Contribution from the Closed Block 19,121 -- -- 19,121
----------------------------------------------
169,062 377,430 3,964 550,456
Benefits and expenses:
Policyowner benefits 74,702 252,589 236 327,527
Underwriting, acquisition, and insurance expenses 39,496 23,285 4,162 66,943
Amortization of deferred policy acquisition costs
and value of business acquired, net of
adjustment of $1,736 15,456 34,976 -- 50,432
Dividends to policyowners 3,419 -- -- 3,419
----------------------------------------------
133,073 310,850 4,398 448,321
----------------------------------------------
Adjusted income from operations $ 35,989 $ 66,580 (434) 102,135
======================
Non-core realized gains (losses) on investments (4,846)
Amortization of deferred policy acquisition costs due
to realized gains or losses (1,736)
Interest (expense) (21,533)
Income tax (expense) (24,996)
Equity in earnings of unconsolidated subsidiary 1,212
---------
Net income $ 50,236
=========
18
19
Operating Segment Income (in thousands)
Nine Months Ended September 30, 1998
Life Total
Insurance Annuities Other Consolidated
----------------------------------------------
Revenues:
Insurance premiums $ 35,586 $ 25,535 $ 247 $ 61,368
Universal life and annuity product charges 34,721 19,566 -- 54,287
Net investment income 49,854 325,869 268 375,991
Core realized gains on investments -- 7,897 -- 7,897
Contribution from the Closed Block 24,036 -- -- 24,036
----------------------------------------------
144,197 378,867 515 523,579
Benefits and expenses:
Policyowner benefits 67,011 266,496 1,083 334,590
Underwriting, acquisition, and insurance expenses 31,750 24,536 (106) 56,180
Amortization of deferred policy acquisition costs --
and value of business acquired, net of
adjustment of ($1,405) 14,986 25,266 -- 40,252
Dividends to policyowners 1,619 -- -- 1,619
----------------------------------------------
115,366 316,298 977 432,641
----------------------------------------------
Adjusted income from operations $ 28,831 $ 62,569 (462) 90,938
======================
Non-core realized gains (losses) on investments (5,507)
Amortization of deferred policy acquisition costs due
to realized gains or losses 1,404
Interest (expense) (19,617)
Income tax (expense) (19,271)
Equity in earnings of unconsolidated subsidiary 1,535
---------
Net income $ 49,482
=========
19
20
Operating Segment Assets
(in thousands)
Life Total
Insurance Annuities Other Consolidated
-----------------------------------------------------
September 30, 1999
Investments $ 1,221,556 $ 6,715,229 $ 12,848 $ 7,949,633
Deferred policy acquisition costs and VOBA 248,099 513,380 -- 761,479
Other assets 121,366 614,429 60,049 795,844
Closed Block assets 1,417,134 -- -- 1,417,134
-----------------------------------------------------
Total assets $ 3,008,155 $ 7,843,038 $ 72,897 $10,924,090
=====================================================
December 31, 1998
Investments $ 1,163,503 $ 6,510,465 $ 10,801 $ 7,684,769
Deferred policy acquisition costs and VOBA 140,379 330,191 -- 470,570
Other assets 93,807 684,520 41,839 820,166
Closed Block assets 1,453,305 -- -- 1,453,305
-----------------------------------------------------
Total assets $ 2,850,994 $ 7,525,176 $ 52,640 $10,428,810
=====================================================
20
21
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The following analysis of the consolidated results of operations and
financial condition of the Company should be read in conjunction with the
Consolidated Financial Statements and related notes.
OVERVIEW
The Company is a holding company engaged through its subsidiaries in the
business of marketing, underwriting and distributing a broad range of individual
life insurance and annuity products to individuals and businesses in 49 states,
the District of Columbia and the U.S. Virgin Islands. The Company has two
operating segments: Life Insurance and Annuities. The Life Insurance segment's
primary product offerings consist of whole life, universal life and term life
insurance policies. The primary product offerings of the Annuity segment are
fixed annuities.
In accordance with Generally Accepted Accounting Principals (GAAP),
universal life insurance premiums and annuity deposits received are reflected as
increases in liabilities for policyowner account balances and not as revenues.
Revenues reported for universal life and annuity products consist of policy
charges for the cost of insurance, administration charges and surrender charges
assessed against policyowner account balances. Surrender benefits paid relating
to universal life insurance policies and annuity products are reflected as
decreases in liabilities for policyowner account balances and not as expenses.
Amounts for interest credited to universal life and annuity policyowner account
balances and benefit claims in excess of policyowner account balances are
reported as expenses in the financial statements. The Company receives
investment income earned from the funds deposited into account balances by
universal life and annuity policyowners, the majority of which is passed through
to such policyowners in the form of interest credited.
Premium revenues reported for traditional life insurance products are
recognized as revenues when due. Future policy benefits and policy acquisition
costs are recognized as expenses over the life of the policy by means of a
provision for future policy benefits and amortization of deferred policy
acquisition costs.
The costs related to acquiring new business, including certain costs of
issuing policies and certain other variable selling expenses (principally
commissions), defined as deferred policy acquisition costs, are capitalized and
amortized as an expense primarily in proportion to expected profits or margins
from such policies. This amortization is adjusted when current or estimated
future gross profits or margins on the underlying policies vary from previous
estimates. For example, the amortization of deferred policy acquisition costs is
accelerated when policy terminations are higher than originally estimated or
when investments supporting the policies are sold at a gain prior to their
anticipated maturity. Death and other policyowner benefits reflect exposure to
mortality risk and fluctuate from period to period based on the level of claims
incurred within insurance retention limits. The profitability of the Company is
primarily affected by expense levels, interest spread results (i.e., the excess
of investment earnings over the interest credited to policyowners) and
fluctuations in mortality, persistency and other policyowner benefits. The
Company has the ability to mitigate adverse experience through adjustments to
credited interest rates, policyowner dividends or cost of insurance charges.
21
22
ADJUSTED OPERATING INCOME
The following table reflects net income adjusted to eliminate
certain items (net of applicable income taxes) which management believes are not
necessarily indicative of overall operating trends. For example, net realized
capital gains or losses on investments, excluding gains or losses on convertible
debt which are considered core earnings, are eliminated. Different items are
likely to occur in each period presented and others may have different opinions
as to which items may warrant adjustment. The adjusted operating income shown
below does not constitute net income computed in accordance with GAAP.
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1999 1998 1999 1998
--------------------- --------------------
(In thousands, except per share amounts)
Net Income $ 16,688 $ 6,862 $ 50,236 $ 49,482
Net realized (gains) losses on investments (A) (94) 5,454 (2,707) (1,554)
Core realized gains (losses) (B) 2,069 1,549 5,856 5,134
Amortization of deferred policy acquisition
costs due to realized gains or losses (C) 36 (1,754) 1,129 (913)
-------------------- --------------------
Adjusted Operating Income $ 18,699 $ 12,111 $ 54,514 $ 52,149
==================== ====================
Adjusted Operating Income per common share:
Basic (D) $ 0.62 $ 0.36 $ 1.79 $ 1.52
Diluted (E) $ 0.61 $ 0.36 $ 1.79 $ 1.50
(A) Represents realized gains or losses on investments adjusted for income
taxes on such amounts. Realized gains or losses may vary widely between
periods. Such amounts are determined by management's timing of individual
transactions and do not necessarily correspond to the underlying operating
trends.
(B) Represents gains on the convertible preferred stock and bond portfolio,
net of income taxes.
(C) Represents amortization of deferred policy acquisition costs due to
non-core realized gains or losses being included in product margins
adjusted for income taxes on such amounts.
(D) Basic adjusted operating income per common share for the three months
ended September 30, 1999 and 1998 is calculated using 30.37 million and
33.73 million shares, respectively. Basic adjusted operating income per
common share for the nine months ended September 30, 1999 and 1998 is
calculated using 30.41 million and 34.39 million shares, respectively.
(E) Diluted adjusting operating income per common share for the three months
ended September 30, 1999 and 1998 is calculated using 30.53 million and
33.95 million shares, respectively. Diluted adjusted operating income per
common share for the nine months ended September 30, 1999 and 1998 is
calculated using 30.49 million and 34.70 million shares, respectively.
22
23
THE CLOSED BLOCK
The Closed Block was established on June 30, 1996. Insurance policies
which had a dividend scale in effect as of June 30, 1996, were included in the
Closed Block. The Closed Block was designed to provide reasonable assurance to
owners of insurance policies included therein that, after the reorganization of
AmerUs Life, assets would be available to maintain the dividend scales and
interest credits in effect prior to the reorganization if the experience
underlying such scales and credits continues.
The contribution to the operating income of the Company from the Closed
Block is reported as a single line item in the income statement. Accordingly,
premiums, product charges, investment income, realized gains (losses) on
investments, policyowner benefits and dividends attributable to the Closed
Block, less certain minor expenses including amortization of deferred policy
acquisition costs, are shown as a net number under the caption "Contribution
from the Closed Block". This results in material reductions in the respective
line items in the income statement while having no effect on net income. The
expenses associated with the administration of the policies included in the
Closed Block and the renewal commissions on these policies are not charged
against the Contribution from the Closed Block, but rather are grouped with
underwriting, acquisition and insurance expenses. Also, all assets allocated to
the Closed Block are grouped together and shown as a separate item titled
"Closed Block Assets". Likewise, all liabilities attributable to the Closed
Block are combined and disclosed as the "Closed Block Liabilities".
OPERATING SEGMENTS
The Company has two operating segments: Life Insurance and Annuities.
Products generally distinguish a segment. The Company uses the same accounting
policies and procedures to measure operating segment income as it uses to
measure its consolidated operating income with the exception of the elimination
of certain items which management believes are not necessarily indicative of
overall operating trends. These items are explained further in the Adjusted
Operating Income section of Management's Discussion and Analysis of Results of
Operations and Financial Condition. Revenues and benefits and expenses are
primarily attributed directly to each operating segment. Net investment income
and core realized gains (losses) on investments are allocated based on the
directly-related asset portfolios. Other revenues and expenses are deemed not to
be associated with any specific segment and primarily consist of discontinued
product lines such as group and health, non-core realized gains (losses), and
holding company revenues and expenses.
23
24
SALES
LIFE INSURANCE
The following table sets forth information regarding the Company's life
insurance sales activity by product:
Sales Activity by Product
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1999 1998 1999 1998
---------------------- ---------------------
($ in thousands)
Traditional life insurance:
Participating whole life $ 2,941 $ 4,534 $12,585 $13,008
Term Life 1,758 1,482 4,206 4,576
Universal Life 3,193 2,972 10,198 7,297
-------------------- -----------------
Total (A) $ 7,892 $ 8,988 $26,989 $24,881
==================== =================
(A) Direct first year annualized premiums.
Life insurance sales as measured by direct first year annualized premiums
decreased 12.2% to $7.9 million for the third quarter of 1999 compared to $9.0
million for the third quarter of 1998. Sales of participating whole life
insurance decreased in the third quarter of 1999, which was consistent with the
general industry decline of sales of this product. Year-to-date, life insurance
sales increased 8.5% to $27.0 million in 1999 compared to $24.9 million for the
same period in 1998. Sales of universal life insurance for the first nine months
of 1999 increased by $2.9 million from the same period in 1998. Increased sales
of universal life were primarily attributable to new universal life products
introduced in the fourth quarter of 1998 and the second quarter of 1999.
24
25
The following table sets forth the Company's life insurance collected
premiums, including collected premiums associated with the Closed Block, for the
periods indicated:
Collected Premiums by Product
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1999 1998 1999 1998
---------------------- ----------------------
($ in thousands)
Individual life premiums collected:
Traditional life:
First year and single $ 19,852 $ 20,795 $ 62,612 $ 60,097
Renewal 43,874 42,400 134,412 129,373
---------------------- ----------------------
Total 63,726 63,195 197,024 189,470
Universal life:
First year and single 7,080 5,024 18,005 13,757
Renewal 17,870 17,895 54,850 55,303
---------------------- ----------------------
Total 24,950 22,919 72,855 69,060
Total individual life 88,676 86,114 269,879 258,530
Reinsurance assumed 345 362 1,165 770
Reinsurance ceded (6,081) (5,642) (13,606) (11,065)
---------------------- ----------------------
Total individual life, net of reinsurance $ 82,940 $ 80,834 $ 257,438 $ 248,235
====================== ======================
Traditional life insurance premiums collected were $63.7 million for the
third quarter of 1999 compared to $63.2 million for the same period in 1998 and
$197.0 million for the first nine months of 1999 compared to $189.5 million for
the first nine months of 1998. The increase in collected premiums was primarily
due to increased renewal premium. Renewal direct collected premium was $5.0
million higher in the first nine months of 1999 as compared to the same period
in 1998 primarily due to continued favorable persistency and the compound effect
of higher sales in earlier periods.
Universal life insurance premiums collected were $25.0 million for the
third quarter of 1999 compared to $22.9 million for the third quarter of 1998.
Year-to-date universal life insurance premiums were $72.9 million for the first
nine months of 1999 compared to $69.1 million for the same period in 1998. The
increase in 1999 was primarily due to the new products introduced in the fourth
quarter of 1998 and the second quarter of 1999.
25
26
The following table sets forth information regarding the Company's life
insurance in force for each date presented:
Life Insurance in Force
As of September 30,
1999 1998
-------------------------
($ in thousands)
Individual life insurance:
Traditional life
Number of policies 250,834 255,003
GAAP life reserves $ 1,616,149 $ 1,530,802
Face amounts $20,782,000 $19,116,000
Universal life
Number of policies 113,272 115,667
GAAP life reserves $ 913,694 $ 887,720
Face amounts $12,188,000 $12,136,000
Total life insurance
Number of policies 364,106 370,670
GAAP life reserves $ 2,529,843 $ 2,418,522
Face amounts $32,970,000 $31,252,000
While the total policy count continues to decline consistent with industry
trends, the average size of policy continues to increase from $84,300 in 1998 to
$90,600 in 1999. As a result, total insurance in force has grown to $33.0
billion as of September 30, 1999.
26
27
ANNUITIES
The following table sets forth individual annuity collected premiums for
the periods indicated:
Collected Premiums by Product
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1999 1998 1999 1998
---------------------- ---------------------
($ in thousands)
Fixed annuities $ 212,503 $ 163,160 $ 627,563 $ 537,080
Equity-index fixed annuities 36,313 12,053 45,528 27,864
---------------------- ---------------------
Total 248,816 175,213 673,091 564,944
Reinsurance assumed 59,561 -- 59,561 --
Reinsurance ceded (39) (147) (226) (1,205)
---------------------- ---------------------
Total annuities, net of reinsurance $ 308,338 $ 175,066 $ 732,426 $ 563,739
====================== =====================
The Company markets its annuity products on a national basis through
networks of independent agents who are supervised by regional vice presidents
and directors or Independent Marketing Organizations (IMO's). The Company's
IMO's consist of approximately 60 contracted organizations, two wholly-owned
organizations, and one partially-owned organization. Annuity collected premiums
were $248.8 million for the third quarter of 1999 compared to $175.2 million for
the same period in 1998. Year-to-date annuity collected premiums increased 19.1%
to $673.1 million for 1999 compared to $564.9 million for 1998. In the third
quarter of 1999, the Company entered into a reinsurance agreement for the
assumption of a block of equity-index annuities totaling $59.6 million of its
joint venture partner, Ameritas Variable Life Insurance Company. In conjunction
with this transaction, the Company now directly issues this equity-index
product, which contributed to the increased sales. In addition, strong annuity
sales continued from the Company's IMO's.
27
28
The following table sets forth information regarding annuities in force
for each date presented:
Annuities in Force
As of September 30,
1999 1998
-----------------------
($ in thousands)
Deferred fixed and immediate annuities
Number of policies 171,939 180,268
GAAP life reserves $5,954,580 $5,915,939
Equity-index fixed annuities
Number of policies 8,900 5,811
GAAP life reserves $ 348,186 $ 199,655
Total annuities
Number of policies 180,839 186,079
GAAP life reserves $6,302,766 $6,115,594
The total number of annuity policies declined between periods while the
GAAP reserves on annuity policies increased. These changes between periods were
primarily attributable to an increase in the average size of policies sold
combined with surrenders of smaller average size policies.
28
29
RESULTS OF OPERATIONS
A summary of the Company's revenue follows:
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
---------------------- ----------------------
($ in thousands)
Insurance premiums
Life insurance - traditional $ 15,816 $ 13,342 $ 46,537 $ 35,586
Annuities - Immediate annuity &
supplementary contract premiums 6,936 9,216 20,339 25,535
Other 69 84 165 247
---------------------- ----------------------
Total insurance premiums 22,281 22,642 67,041 61,368
Product charges
Life insurance - universal life 11,384 11,440 34,990 34,721
Annuities 8,015 8,595 20,495 19,566
---------------------- ----------------------
Total product charges 19,399 20,035 55,485 54,287
Net investment income
Life insurance 24,927 12,633 68,414 49,854
Annuities 112,709 104,793 327,586 325,869
Other 1,467 (1,429) 3,799 268
---------------------- ----------------------
Total net investment income 139,103 115,997 399,799 375,991
Realized gains (losses) on investments
Life insurance - Core -- -- -- --
Annuities - Core 3,184 2,380 9,010 7,897
Other - All Non-Core (3,039) (10,773) (4,846) (5,507)
---------------------- ----------------------
Total realized gains (losses) on investments 145 (8,393) 4,164 2,390
Contribution from the Closed Block 6,207 7,200 19,121 24,036
---------------------- ----------------------
Total revenues $ 187,675 $ 157,481 $ 545,610 $ 518,072
====================== ======================
29
30
Traditional life insurance premiums were $15.8 million for the third
quarter of 1999 compared to $13.3 million for the same period in 1998.
Year-to-date traditional life insurance premiums increased by $10.9 million to
$46.5 million for 1999 compared to $35.6 million for the same period in 1998.
The increase in traditional life insurance premiums was primarily the result of
the growth of the business since the formation of the Closed Block in June, 1996
and continued favorable persistency.
Immediate annuity and supplementary contract premiums decreased by $2.3
million to $6.9 million for the third quarter of 1999 compared to $9.2 million
for the third quarter of 1998. Year-to-date, immediate annuity and supplementary
contract premiums were $20.3 million for 1999 compared to $25.5 million for the
same period in 1998. The decrease in contract premiums in 1999 was primarily due
to decreased immediate annuity sales.
Universal life product charges remained constant for the third quarter of
1999 compared to the same period in 1998. Year-to-date, universal life product
charges were $0.3 million higher for the first nine months of 1999 compared to
the first nine months of 1998. The increase in product charges in 1999 was
primarily due to increased cost of insurance charges as a result of the normal
aging of the block of business, partially offset by higher reinsurance costs.
Annuity product charges were $8.0 million for the third quarter of 1999
compared to $8.6 million for the same period in 1998. The decrease in product
charges was primarily due to decreased surrender charges during the quarter.
Year-to-date, annuity product charges increased by $0.9 million to $20.5 million
for 1999 compared to $19.6 million for the same period in 1998. Increased
surrender charges resulting from increased lapses primarily contributed to the
year-to-date growth in product charges.
Total net investment income was $139.1 million for the third quarter of
1999 compared to $116.0 million for the third quarter of 1998 and $399.8 million
for the first nine months of 1999 compared to $376.0 million for the same period
in 1998. The increase in 1999 net investment income was attributable to higher
average invested assets (excluding market value adjustments) and a higher
effective yield. Average invested assets (excluding market value adjustments)
increased approximately $354.1 million for the first nine months of 1999 as
compared to 1998 primarily due to the Company's increased investment funds from
two structured asset-backed commercial paper vehicles. See further discussion of
these vehicles in the Liquidity and Capital Resources section. The effective
yield of the entire portfolio in the first nine months of 1999 was 7.17%
compared to 6.97% in 1998. Yields in 1998 were impacted by a decline in value on
hedge funds and long-term private partnership investments resulting in lower net
investment income in both the life insurance and annuity segments in that year.
The effective yield of the annuity portion of the portfolio decreased 18 basis
points to 6.66% for the first nine months of 1999 as compared to 6.84% in 1998.
The decrease in the annuity portfolio effective yield primarily resulted from
lower reinvestment rates throughout 1998 and in the first nine months of 1999 as
compared to the portfolio rate at the beginning of the prior year period.
Realized gains on investments were $0.1 million for the third quarter of
1999 and $4.2 million for the first nine months of 1999 compared to realized
losses of $8.4 million and realized gains of $2.4 million, respectively, for the
same periods in 1998. The level of realized gains and losses will fluctuate from
period to period depending on the prevailing interest rate and economic
environment and the timing of the sale of investments.
30
31
The Contribution from the Closed Block was $6.2 million for the third
quarter of 1999 compared to $7.2 million for the same period in 1998.
Year-to-date, the Contribution from the Closed Block was $19.1 million compared
to $24.0 million for 1998. The following table sets forth the operating results
of the Closed Block for the periods indicated:
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
-------------------- --------------------
($ in thousands)
Revenues
Insurance premiums $ 42,737 $ 47,318 $141,335 $147,250
Universal life and annuity product charges 3,184 3,265 9,754 10,531
Net investment income 26,408 30,147 82,414 87,486
Realized gains (losses) on investments (37) 410 625 8,587
-------------------- -------------------
Total revenues 72,292 81,140 234,128 253,854
Benefits and expenses
Policyowner benefits 45,551 48,616 144,523 147,988
Underwriting, acquisition and insurance expenses 896 1,310 3,717 4,196
Amortization of deferred policy acquisition costs 3,830 7,780 16,419 20,598
Dividends to policyowners 15,808 16,234 50,348 57,036
-------------------- -------------------
Total benefits and expenses 66,085 73,940 215,007 229,818
-------------------- -------------------
Contribution from the Closed Block $ 6,207 $ 7,200 $ 19,121 $ 24,036
==================== ===================
Closed Block insurance premiums decreased $4.6 million to $42.7 million
for the third quarter of 1999 compared to $47.3 million for the same period in
1998. Year-to-date, Closed Block insurance premiums decreased by $6.0 million to
$141.3 million compared to $147.3 million for the same period in 1998. The
decrease in insurance premiums is consistent with the reduction of the Closed
Block's life insurance in force that is expected to continue over the life of
the Block. Similarly, the decrease in product charges on universal life policies
included in the Closed Block is primarily the result of the reduction of such
business in force.
Net investment income for the Closed Block was $26.4 million for the third
quarter of 1999 and $82.4 million for the first nine months of 1999 compared to
$30.1 million and $87.5 million, respectively, for the same periods in 1998. The
decrease was primarily attributable to lower effective yields, partially offset
by higher average invested assets (excluding market value adjustments).
There were minimal realized losses on investments of the Closed Block in
the third quarter of 1999 compared to $0.4 million of realized gains in the
third quarter of 1998. Year-to-date, realized gains on investments were $8.0
million lower compared to the same period in 1998. The level of realized gains
is subject to fluctuation from period to period depending on the prevailing
interest rate and economic environment and the timing of the sale of
investments.
31
32
Closed Block policyowner benefits were $3.0 million lower in the third
quarter of 1999 and $3.5 million lower for the first nine months of 1999
compared to the same periods in 1998. The decrease was primarily due to
decreased death benefits.
The amortization of deferred policy acquisition costs for the Closed Block
decreased by $4.0 million to $3.8 million for the third quarter of 1999 compared
to $7.8 million for the third quarter of 1998. Year-to-date, the amortization of
deferred policy acquisition costs for the Closed Block decreased $4.2 million.
Deferred policy acquisition costs are generally amortized in proportion to gross
margins. The decrease in the amortization of deferred policy acquisition costs
for the periods corresponds to lower gross margins which resulted primarily from
lower realized gains in 1999 as compared to the same periods in 1998 and
modifications of certain assumptions as to future profitability of the Closed
Block.
Closed Block dividends to policyowners decreased by $0.4 million to $15.8
million for the third quarter of 1999 compared to $16.2 million for the same
period in 1998 and decreased $6.7 million to $50.3 million for the first nine
months of 1999 compared to $57.0 million for 1998. The decrease in 1999 was
primarily due to the decrease in deferred dividends resulting from lower
realized gains in 1999 as compared to the same periods in 1998.
32
33
A summary of the Company's policyowner benefits follows:
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
--------------------- ---------------------
Life Insurance:
Traditional:
Death benefits $ 3,012 $ 1,603 $ 5,428 $ 2,643
Change in liability for future policy
benefits and other policy benefits 8,131 8,842 28,298 23,130
--------------------- ---------------------
Total traditional 11,143 10,445 33,726 25,773
Universal:
Death benefits in excess of cash value 6,821 4,906 17,292 12,621
Interest credited on policyowner
account balances 7,511 8,962 22,728 26,534
Other 641 (116) 956 2,083
--------------------- ---------------------
Total universal 14,973 13,752 40,976 41,238
--------------------- ---------------------
Total life insurance benefits 26,116 24,197 74,702 67,011
Annuities
Interest credited to deferred annuity
account balances 73,091 72,979 211,111 220,293
Other annuity benefits 17,496 17,977 41,478 46,203
--------------------- ---------------------
Total annuity benefits 90,587 90,956 252,589 266,496
Other benefits 128 151 236 1,083
--------------------- ---------------------
Total policyowner benefits $ 116,831 $ 115,304 $ 327,527 $ 334,590
===================== =====================
Total life insurance benefits were $26.1 million for the third quarter of
1999 compared to $24.2 million for the third quarter of 1998. Year-to-date,
total life insurance benefits increased $7.7 million to $74.7 million in 1999
compared to $67.0 million in 1998. An increase in life insurance benefits is
expected as the traditional block of business continues to grow and as the
universal block of business ages. However, in the third quarter of 1999 the
Company experienced higher than expected death benefits. The Company does not
believe that this is an indication of a change in long-term mortality trends but
more of a quarterly fluctuation which is not unusual from time to time.
Partially offsetting the increases in death benefits and higher policy reserves
was a reduction in interest credited. Interest credited on universal policyowner
account balances decreased $1.5 million for the third quarter of 1999 and $3.8
million for the first nine months of 1999 compared to the same periods in 1998
primarily due to lower crediting rates. The weighted average interest crediting
rate on policyowner account balances for 1999 was 5.69% compared to 6.13% for
1998.
33
34
Annuity benefits were $90.6 million for the third quarter of 1999 compared
to $91.0 million for the same period in 1998. Year-to-date, annuity benefits
were $252.6 million in 1999 compared to $266.5 million in 1998. The decrease is
partially attributable to a lower weighted average crediting rate on annuity
account balances in 1999 compared to 1998, somewhat offset by higher average
liabilities. The weighted average crediting rate on deferred annuity account
balances was decreased 27 basis points to 4.99% for the first nine months of
1999 compared to 5.26% for the same period in 1998. Crediting rates were
decreased in response to the decrease in effective yields on the annuity
investment portfolio resulting in GAAP spreads widening 9 basis points for the
first nine months of 1999 as compared to the same period in 1998. Other annuity
benefits decreased for the third quarter and year-to-date periods in 1999 as
compared to the same periods in 1998. The decrease of $0.5 million and $4.7
million for the quarter and year-to-date, respectively, consist of a decrease in
the immediate annuity reserves and benefit payments on immediate annuities,
partially offset by interest on two insurance contracts issued to two commercial
paper conduits. See further discussion of these conduits in the Liquidity and
Capital Resources section.
34
35
A summary of the Company's expenses follows:
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
------------------- -------------------
($ in thousands)
Life Insurance
Underwriting, acquisition and
insurance expenses $ 12,904 $ 11,133 $ 39,496 $ 31,750
Amortization of deferred policy acquisition costs
and value of business acquired (VOBA), net
of adjustment of ($133) and ($352) for the
three months ended September 30, 1999 and
1998, respectively, and $570 and $1,119
for the nine months ended September 30,
1999 and 1998, respectively 4,727 5,030 15,456 14,986
------------------- -------------------
Total life insurance 17,631 16,163 54,952 46,736
Annuities
Underwriting, acquisition and
insurance expenses 7,364 7,219 23,285 24,536
Amortization of deferred policy acquisition
and value of business acquired (VOBA), net
of adjustment of $188 and ($2,345) for the
three months ended September 30, 1999 and
1998, respectively, and $1,166 and ($2,523)
for the nine months ended September 30,
1999 and 1998, respectively 10,815 5,827 34,976 25,266
------------------- -------------------
Total annuities 18,179 13,046 58,261 49,802
Amortization of deferred policy acquisition costs due
to realized gains or losses 55 (2,697) 1,736 (1,404)
Other 2,035 (621) 4,162 (106)
------------------- -------------------
Total expenses $ 37,900 $ 25,891 $119,111 $ 95,028
=================== ===================
Total life insurance expenses were $17.6 million for the third quarter of
1999 compared to $16.2 million for the third quarter of 1998 and $55.0 million
for the first nine months of 1999 compared to $46.7 million for the same period
in 1998. Underwriting, acquisition and insurance expenses were higher in 1999
compared to the same periods in 1998 primarily due to costs related to the Year
2000 Compliance Project and costs associated with the Company's enhancement of
its administration and distribution systems. Amortization of deferred policy
acquisition costs and value of business acquired (VOBA) decreased $0.3 million
for the third quarter of 1999 compared to the same period in 1998 and increased
$0.5 million for the first nine months of 1999 compared to the first nine months
of 1998. Deferred policy acquisition costs are generally amortized in proportion
to gross margins. Higher death benefits in the third quarter of 1999 compared to
the third quarter of 1998 resulted in the decreased amortization between
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quarter to quarter periods while higher interest margins on those policies for
which deferred costs are amortized contributed to higher gross margins for the
first nine months of 1999 as compared to 1998, resulting in the increased
amortization between year-to-date periods.
Total annuity expenses increased by $5.2 million to $18.2 million for the
third quarter of 1999 compared to $13.0 million for the third quarter of 1998.
Year-to-date, total annuity expenses were $58.3 million compared to $49.8
million for the same period in 1998. Underwriting, acquisition and insurance
expenses decreased approximately $1.2 million in the first nine months of 1999
compared to the same period in 1998 primarily due to cost savings realized from
the consolidation of acquired subsidiary operations. Amortization of deferred
policy acquisition costs and VOBA increased $5.0 million in the third quarter of
1999 and $9.7 million in the first nine months of 1999 as compared to the same
periods in 1998. Gross margins increased due to higher interest margins and the
reduced expenses, resulting in the increased amortization.
Other expenses increased by $2.7 million for the third quarter of 1999 and
$4.3 million for the first nine months of 1999 compared to the same periods in
1998. Expenses in 1998 were reduced by certain one-time benefits and 1999
expenses included the amortization of the debt issuance costs on the capital
securities and senior notes issued in mid-1998. These two factors primarily
contributed to the increased other expenses in 1999.
A summary of the Company's adjusted pre-tax income from operations by
operating segment follows:
Three Months Ended September 30, Nine Months Ended September 30,
1999 1998 1999 1998
-------------------------------- -------------------------------
Life Insurance:
Open Block:
Revenues $ 52,127 $ 37,415 $ 149,941 $ 120,161
Benefits and Expenses (43,747) 40,360 (129,654) (113,747)
Dividends to policyowners (1,396) (909) (3,419) (1,619)
Closed Block contribution 6,207 7,200 19,121 24,036
Adjusted pre-tax income from operations 13,191 3,346 35,989 28,831
Annuities:
Revenues 130,844 124,984 377,430 378,867
Benefits and Expenses (108,766) (104,002) (310,850) (316,298)
---------------------- ----------------------
Adjusted pre-tax income from operations 22,078 20,982 66,580 62,569
Other (627) (875) (434) (462)
---------------------- ----------------------
Total adjusted pre-tax income from operations $ 34,642 $ 23,453 $ 102,135 $ 90,938
====================== ======================
Adjusted income from Life Insurance operations was $13.2 million for the
third quarter of 1999 compared to $3.3 million for the third quarter of 1998.
Year-to-date, adjusted income from Life Insurance operations was $36.0 million
in 1999 compared to $28.8 million in 1998. The increase in adjusted income in
1999 compared to 1998 was primarily due to increased investment income which was
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partially offset by a decreased contribution from the Closed Block and increased
costs related to the Year 2000 Compliance Project and enhancement of the
Company's administration and distribution systems.
Adjusted income from Annuity operations increased $1.1 million to $22.1
million for the third quarter of 1999 compared to $21.0 million for the same
period in 1998 and $4.0 million to $66.6 million for the first nine months of
1999 compared to $62.6 million in 1998. The increase in 1999 was primarily due
to increased interest spreads.
Interest expense decreased by $0.2 million in the third quarter of 1999 to
$6.8 million compared to $7.0 million in the third quarter of 1998.
Year-to-date, interest expense increased $1.9 million in 1999 compared to 1998.
The increased interest expense for the nine month period was primarily due to
higher interest rates on the senior notes and adjustable conversion-rate equity
security units outstanding during 1999 as compared to the revolving credit
agreement borrowings outstanding during 1998.
Income tax expense was $8.3 million for the third quarter of 1999 compared
to $2.0 million for the third quarter of 1998 and $25.0 million for the first
nine months of 1999 compared to $19.3 million for the same period in 1998. The
year-to-date effective tax rate in 1999 was 33.2% compared to 28.0% in 1998. The
increase in the effective tax rate in 1999 was primarily due to a decrease in
tax credits generated by affordable housing and historic rehabilitation
investments.
The equity in earnings of unconsolidated subsidiary represents 34% of the
net income of AMAL Corporation, net of goodwill amortization. AMAL Corporation
is the parent company of Ameritas Variable Life Insurance Company, the joint
venture partner that markets variable life, and variable and fixed annuity
products.
Net income was $16.7 million for the third quarter of 1999 compared to
$6.9 million for the same period in 1998. Year-to-date, net income was $50.2
million in 1999 compared to $49.5 million in 1998. The increase in net income
resulted from the increased pre-tax adjusted operating income from the Life
Insurance operations and Annuity operations, which was partially offset by
increased interest expense and higher effective income tax rates.
LIQUIDITY AND CAPITAL RESOURCES
THE COMPANY
The Company's cash flows from operations consist of dividends from
subsidiaries, if declared and paid, interest income on loans and advances to its
subsidiaries (including a surplus note issued to the Company by AmerUs Life),
investment income on assets held by the Company and fees which the Company
charges its subsidiaries and certain other of its affiliates for management
services, offset by the expenses incurred for debt service, salaries and other
expenses.
The Company intends to rely primarily on dividends and interest income
from its life insurance subsidiaries in order to make dividend payments to its
shareholders. The payment of dividends by its life insurance subsidiaries is
regulated under various state laws. Under Iowa law, AmerUs Life and Delta Life
may pay dividends only from the earned surplus arising from their respective
businesses and must receive the prior approval of the Iowa Insurance
Commissioner to pay any dividend that would exceed certain statutory
limitations. The current statute limits any dividend, together with dividends
paid out within the preceding 12 months, to the greater of (i) 10% of the
respective company's policyowners' surplus as of the preceding year end or (ii)
the net gain from operations for the previous calendar year. Iowa law gives the
Iowa Commissioner broad discretion to disapprove requests for dividends in
excess of these limits. The payment of dividends by AmVestors' subsidiaries,
American Investors Life Insurance Company, Inc. (American), and Financial
Benefit Life Insurance Company (FBL) is regulated under Kansas law, which
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has statutory limitations similar to those in place in Iowa. Based on these
limitations and 1998 results, the Company's subsidiaries could pay an estimated
$60.7 million in dividends in 1999 without obtaining regulatory approval. Of
this amount, the Company's subsidiaries paid the Company $38 million in
dividends during the first nine months of 1999.
The Company and its subsidiaries generated cash flows from operating
activities of $810.6 million and $357.8 million for the nine months ended
September 30, 1999 and 1998, respectively. Excess operating cash flows were
primarily used to increase the Company's investment portfolio and fund
policyowner account withdrawals.
The Company has a $150 million revolving credit facility with a syndicate
of lenders (the "Bank Credit Facility"). As of September 30, 1999, there was an
$11 million outstanding loan balance under the facility. The Bank Credit
Facility provides for typical events of default and covenants with respect to
the conduct of the business of the Company and its subsidiaries and requires the
maintenance of various financial levels and ratios. Among other covenants, the
Company (a) cannot have a leverage ratio greater than 0.35:1.0 or an interest
coverage ratio less than 2.5:1.0, (b) is prohibited from paying cash dividends
on its common stock in excess of an amount equal to 3% of its consolidated net
worth as of the last day of the preceding fiscal year, and (c) must cause
certain of its subsidiaries, including AmerUs Life and Delta Life, to maintain
certain ratings from A.M. Best and certain levels of risk-based capital.
During 1999, the Company entered into two $250 million separate account
funding agreements. Under these agreements, five-year floating rate insurance
contracts are issued to a commercial paper conduit. The funding agreements are
secured by assets in the Company's separate account and are further backed by
the general account assets. The separate account assets are legally segregated
and are not subject to claims that arise out of any other business of the
Company. The separate account assets and liabilities are included with general
account assets in the financial statements. The funding agreement may not be
cancelled by the commercial paper conduit unless there is a default under the
agreement, but the Company may terminate at any time.
The Company may from time to time review potential acquisition
opportunities. The Company anticipates that funding for any such acquisition may
be provided from available cash resources, from debt or equity financing or
stock-for-stock acquisitions. In the future, the Company anticipates that its
liquidity and capital needs will be met through interest and dividends from its
life insurance subsidiaries, accessing the public equity and debt markets
depending upon market conditions, or alternatively from bank financing.
On August 20, 1999, the Company's controlling shareholder, American Mutual
Holding Company (American Mutual), announced that its board of directors had
authorized the development of a demutualization plan. This action follows a
study announced on February 15, 1999 authorizing management to review the
potential benefits of a demutualization of American Mutual. This action moves
the Company forward in a process toward full demutualization. The plan is
subject to final approval by the board of directors, the Iowa Insurance
Commissioner and American Mutual members, who are also policyowners of AmerUs
Life. The Company expects to file the plan with the Iowa Insurance Commissioner
during the fourth quarter of 1999.
LIFE INSURANCE SUBSIDIARIES
The cash flows of the Company's life insurance subsidiaries consist
primarily of premium income, deposits to policyowner account balances, income
from investments, sales, maturities and calls of investments and repayments of
investment principal. Cash outflows are primarily related to withdrawals of
policyowner account balances, investment purchases, payment of policy
acquisition costs, payment of policyowner benefits, payment of debt, income
taxes and current operating expenses. Life insurance companies generally produce
a positive cash flow from operations, as measured by the amount by which
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cash flows are adequate to meet benefit obligations to policyowners and normal
operating expenses as they are incurred. The remaining cash flow is generally
used to increase the asset base to provide funds to meet the need for future
policy benefit payments and for writing new business.
Management anticipates that funds to meet its short-term and long-term
capital expenditures, cash dividends to shareholders and operating cash needs
will come from existing capital and internally generated funds. Management
believes that the current level of cash and available-for-sale and short-term
securities, combined with expected net cash inflows from operations, maturities
of fixed maturity investments, principal payments on mortgage-backed securities
and its insurance products, will be adequate to meet the anticipated short-term
cash obligations of the Company's life insurance subsidiaries.
Matching the investment portfolio maturities to the cash flow demands of
the type of insurance being provided is an important consideration for each type
of life insurance product and annuity. The Company continuously monitors
benefits and surrenders to provide projections of future cash requirements. As
part of this monitoring process, the Company performs cash flow testing of its
assets and liabilities under various scenarios to evaluate the adequacy of
reserves. In developing its investment strategy, the Company establishes a level
of cash and securities which, combined with expected net cash inflows from
operations, maturities of fixed maturity investments and principal payments on
mortgage-backed securities, are believed adequate to meet anticipated short-term
and long-term benefit and expense payment obligations. There can be no assurance
that future experience regarding benefits and surrenders will be similar to
historic experience since withdrawal and surrender levels are influenced by such
factors as the interest rate environment and the claims-paying and financial
strength ratings of the Company's life insurance subsidiaries.
The Company takes into account asset/liability management considerations
in the product development and design process. Contract terms for the Company's
interest-sensitive products include surrender and withdrawal provisions which
mitigate the risk of losses due to early withdrawals. These provisions generally
do one or more of the following: limit the amount of penalty-free withdrawals,
limit the circumstances under which withdrawals are permitted, or assess a
surrender charge or market value adjustment relating to the underlying assets.
The following table summarizes liabilities for interest-sensitive life products
and annuities by their contractual withdrawal provisions at September 30, 1999
(including liabilities in both the Closed Block and the general account):
(dollars in millions)
Not subject to discretionary withdrawal $ 368.0
Subject to discretionary withdrawal with adjustments
Specified surrender charges (A) 4,262.6
Market value adjustments 1,533.9
--------
Subtotal 5,796.5
Subject to discretionary withdrawal without adjustments 1,320.3
--------
Total $7,484.8
========
(A) Includes $1,174.3 million of liabilities with a contractual surrender
charge of less than five percent of the account balance.
Through its membership in the Federal Home Loan Bank (FHLB) of Des Moines,
AmerUs Life is eligible to borrow on a line of credit available to provide it
additional liquidity. Interest is payable at a current rate at the time of any
advance. As of September 30, 1999, AmerUs Life had a $25.0 million open secured
line of credit against which there were no borrowings. In addition to the line
of credit, AmerUs Life has long-term advances from the FHLB outstanding of $16.2
million at September 30, 1999.
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The Company's life insurance subsidiaries may also obtain liquidity
through sales of investments. The Company's investment portfolio as of September
30, 1999 had a carrying value of $9 billion, including Closed Block investments.
At September 30, 1999, the statutory surplus of the Company's subsidiaries
was approximately $435.1 million. The Company believes that this level of
statutory capital is more than adequate as each life insurance subsidiary's
risk-based capital is significantly in excess of required levels.
In the future, in addition to their cash flows from operations and
borrowing capacity, the life insurance subsidiaries would anticipate obtaining
their required capital from the Company as the Company will have access to the
public debt and equity markets.
YEAR 2000 COMPLIANCE
As the year 2000 approaches, an important business issue has emerged
regarding how existing application software programs and operating systems can
accommodate the date value "2000". Many existing application software products
were designed to accommodate only a two-digit date position which represents the
year (e.g., the number "95" is stored on the system and represents the year
1995). As a result, the year 1999 (i.e., "99") is the maximum date value many
information technology (IT) systems will be able to process accurately.
The Company formed a Year 2000 working group to address potential problems
posed by this development to assure that the Company is prepared for the year
2000. The Company's overall Year 2000 compliance initiatives include the
following components: (i) assessment of all business critical systems (business
critical systems include computer and embedded systems); processes and external
interfaces and dependencies; (ii) remediation or upgrading of business critical
systems; (iii) testing of both modified and updated systems as well as
integrated systems testing; (iv) implementation of modified and updated systems;
and (v) contingency planning.
The Company has completed the Year 2000 modifications and conversions and
testing will continue throughout the year. The Year 2000 Project has four main
components: IT Systems, Non-IT Systems, Business Partners and Contingency
Planning.
The IT Systems Project has been organized into three phases as follows:
inventory, remediation/replacement and integrated testing. The inventory phase
is complete. The mainframe remediation and the personal computer and network
remediation/replacement efforts have been completed. Individual systems testing
was completed as part of the remediation efforts, and the Company has completed
full integration testing of mission critical systems. Nonetheless, we will
continue to test these systems throughout the year.
Non-IT Systems include administrative systems such as faxes and phone
systems. Facilities also contain non-IT systems such as elevators, heating and
cooling systems and security systems. Work on these embedded systems is
complete. We will continue testing these systems throughout the year.
All entities with which the Company does business are part of the Business
Partners component of the Year 2000 Project. The Company has completed an
inventory of business partners, and has identified the significance of various
partners to the Company's business. Correspondence has been initiated with
business partners to ascertain their Year 2000 readiness, and risk/impact
analysis of service or supply disruptions have been completed. Based upon the
results of analysis, action and contingency plans have been developed for
various business partners. This project has been completed, but we will continue
to monitor new business partners and develop contingent plans for these new
partners as needed.
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Despite efforts to address all Year 2000 needs in a timely and effective
manner, there are risks that some Year 2000 effects could cause significant
operational difficulties for the Company. Some causes of these risks are the
potential for unanticipated complications in making Year 2000 modifications, the
possibility of oversights in the remediation process, and the difficulty of
hiring and retaining IT personnel in the current business environment. While the
Company does not expect any such operational difficulties to be material, the
potential for these occurrences cannot be fully assessed at this time. For these
reasons, the Company has developed contingency plans to cover the risk of
non-compliance due to Year 2000 failures in Company systems or those of its
business partners. Contingency Planning included an identification of critical
business processes and development of alternative methods of carrying them out
in the event of any system failure. This effort has been completed, but we will
continue to develop contingency plans as needed throughout the year.
During the second quarter of 1998 the Company engaged an independent IT
consulting firm to review its Year 2000 Project plans, priorities and processes.
This review considered the Company's efforts as compared to industry "best
practices." This review verified the appropriateness of the Company's Year 2000
Project and provided additional direction for its continuation. In December of
1998 the Company hired an independent consulting firm to conduct a quality
assurance review of this project. Recommendations were evaluated and implemented
as appropriate.
Total estimated costs associated with Year 2000 modifications and
conversions are approximately $9.0 million. These costs are expensed as
incurred. For the nine months ended September 30, 1999, the Company has incurred
$4.1 million in Year 2000 expenses, and $8.3 million since the beginning of the
Year 2000 Project.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The main objectives in managing the investment portfolios of the Company
and its insurance subsidiaries are to maximize investment income and total
investment returns while minimizing credit risks in order to provide maximum
support to the insurance underwriting operations. Investment strategies are
developed based on many factors including asset liability management, regulatory
requirements, fluctuations in interest rates and consideration of other market
risks. Investment decisions are centrally managed by investment professionals
based on guidelines established by management and approved by the boards of
directors.
Market risk represents the potential for loss due to adverse changes in
the fair value of financial instruments. The market risks related to financial
instruments of the Company and its subsidiaries primarily relate to the
investment portfolio, which exposes the Company to risks related to interest
rates and, to a lesser extent, credit quality and prepayment variation.
Analytical tools and monitoring systems are in place to assess each of these
elements of market risk.
Interest rate risk is the price sensitivity of a fixed income security to
changes in interest rates. Management views these potential changes in price
within the overall context of asset and liability management. Company actuaries
estimate the payout pattern of our liabilities, primarily the Company's
lapsation, to determine duration, which is the present value of the fixed income
investment portfolios after consideration of the duration of these liabilities
and other factors, which management believes mitigates the overall effect of
interest rate risk for the Company.
The table below provides information about the Company's fixed maturity
investments and mortgage loans at September 30, 1999. The table presents cash
flows of principal amounts and related weighted average interest rates by
expected maturity dates. The cash flows are based on the earlier of the call
date or the maturity date or, for mortgage-backed securities, expected payment
patterns. Actual cash flows could differ from the expected amounts.
EXPECTED CASH FLOWS
(Dollars in millions)
9 mos
Amortized 1999 2000 2001 2002 2003 2004 Thereafter Cost
--------- ---- ---- ---- ---- ---- ---- ---------- ----
Fixed maturity securities $ 81 $ 396 $ 488 $ 565 $ 861 $ 668 $4,191 $7,250
Average interest rate 6.2% 6.5% 6.5% 6.6% 6.5% 6.5% 7.4%
Mortgage loans $ 37 $ 108 $ 78 $ 52 $ 43 $ 40 $ 226 $ 584
Average interest rate 9.7% 9.5% 9.3% 9.2% 9.1% 8.9% 8.5%
Total $ 118 $ 504 $ 566 $ 617 $ 904 $ 708 $4,417 $7,834
============================================================================
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The Company and its subsidiaries have consistently invested in high
quality marketable securities. As a result, management believes that the Company
has minimal credit quality risk. Fixed maturity securities are comprised of U.S.
Treasury, government agency, mortgage-backed and corporate securities.
Approximately 67% of fixed maturity securities are issued by the U.S. Treasury
or U.S. government agencies or are rated A or better by Moody's, Standard and
Poor's, or the NAIC. Less than 8% of the bond portfolio is below investment
grade. Fixed maturity securities have a weighted average maturity of
approximately 7.2 years.
Prepayment risk refers to the changes in prepayment patterns that can
either shorten or lengthen the expected timing of the principal repayments and
thus the average life and the effective yield of a security. Such risk exists
primarily within the Company's portfolio of mortgage-backed securities.
Management monitors such risk regularly. The Company invests primarily in those
classes of mortgage-backed securities that are less subject to prepayment risk.
The Company's use of derivatives is generally limited to hedging purposes
and has principally consisted of using interest rate swaps, caps, swaptions and
options. These instruments, viewed separately, subject the Company to varying
degrees of market and credit risk. However when used for hedging, the
expectation is that these instruments would reduce overall market risk. Credit
risk arises from the possibility that counterparties may fail to perform under
the terms of the contracts.
Equity price risk is the potential loss arising from changes in the value
of equity securities. In general, equities have more year-to-year price
variability than intermediate term grade bonds. However, returns over longer
time frames have been consistently higher. The Company's equity securities are
high quality and readily marketable.
All of the above risks are monitored on an ongoing basis. A combination of
in-house systems and proprietary models and externally licensed software are
used to analyze individual securities as well as each portfolio. These tools
provide the portfolio managers with information to assist them in the evaluation
of the market risks of the portfolio.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
In the ordinary course of business, the Company and its subsidiaries are
engaged in certain other litigation, none of which management believes is
material to the Company's results of operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
A list of exhibits included as part of this report is set forth in the
Exhibit Index which immediately precedes such exhibits and is hereby
incorporated by reference herein.
(b) The following report on Form 8-K was filed during the quarter
ended September 30, 1999:
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DATED: November 12, 1999 AMERUS LIFE HOLDINGS, INC.
By /s/ Michael G. Fraizer
------------------------------------
Senior Vice President and
Chief Financial Officer
By /s/ Brenda J. Cushing
------------------------------------
Vice President and Controller
(Principal Accounting Officer)
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AMERUS LIFE HOLDINGS, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit
No. Description
- ------- -----------
2.1 Plan of Reorganization dated October 27, 1995, filed as Exhibit 2.1
to the registration statement of the Registrant on Form S-1,
Registration Number 333-12239, is hereby incorporated by reference.
2.2 Amended and Restated Agreement and Plan of Merger, dated as of
September 19, 1997 and as amended and restated as of October 8,
1997, by and among the Registrant, AFC Corp. and AmVestors Financial
Corporation ("AmVestors"), filed as Exhibit 2.2 to the Registration
Statement of the Registrant on Form S-4, Registration Number
333-40065 is hereby incorporated by reference.
2.3 Agreement and Plan of Merger, dated as of August 13, 1997 and as
amended as of September 5, 1997, among the Registrant, a wholly
owned subsidiary of the Registrant and Delta Life Corporation, filed
as Exhibit 2.2 to Form 8-K of the Registrant dated October 8, 1997,
is hereby incorporated by reference.
3.1 Amended and Restated Articles of Incorporation of the Registrant
filed as Exhibit 3.5 to the registration statement of the Registrant
on Form S-1, Registration Number 333-12239, are hereby incorporated
by reference.
3.2 Bylaws of the Registrant, filed as Exhibit 3.2 to the registration
statement of the Registrant on Form S-1, Registration Number
333-12239, are hereby incorporated by reference.
3.3 Articles of Amendment of the Registrant dated September 25, 1998,
filed as Exhibit 3.3 on Form 10-K, dated March 30, 1999, is hereby
incorporated by reference.
4.1 Amended and Restated Trust Agreement dated as of February 3, 1997
among the Registrant, Wilmington Trust Company, as property trustee,
and the administrative trustees named therein (AmerUs Capital I
business trust), filed as Exhibit 3.6 to the registration statement
of the Registrant and AmerUs Capital I on Form S-1, Registration
Number 333-13713, is hereby incorporated by reference.
4.2 Indenture dated as of February 3, 1997 between the Registrant and
Wilmington Trust Company relating to the Company's 8.85% Junior
Subordinated Debentures, Series A, filed as Exhibit 4.1 to the
registration statement of the Registrant and AmerUs Capital I on
Form S-1, Registration Number, 333-13713, is hereby incorporated by
reference.
4.3 Guaranty Agreement dated as of February 3, 1997 between the
Registrant, as guarantor, and Wilmington Trust Company, as trustee,
relating to the 8.85% Capital Securities, Series A, issued by AmerUs
Capital I, filed as Exhibit 4.4 to the registration statement on
Form S-1, Registration Number, 333-13713, is hereby incorporated by
reference.
4.4 Common Stock Purchase Warrant, filed as Exhibit (10)(v) to Form 10-Q
of AmVestors Financial Corporation dated May 13, 1992, is hereby
incorporated by reference.
4.5 Amended and Restated Declaration of Trust of AmerUs Capital II,
dated as of July 27, 1998, among the Registrant, First Union Trust
Company and the administrative trustees named therein, relating to
the Registrant's 7.0% ACES Units, filed as Exhibit 4.5 on Form 10-Q,
dated August 13, 1998, is hereby incorporated by reference.
4.6 Certificate of Trust of AmerUs Capital III filed as Exhibit 4.7 to
the registration statement of the Registrant, AmerUs Capital II and
AmerUs Capital III, on Form S-3 (No. 333-50249), is hereby
incorporated by reference.
4.7 Common Trust Securities Guarantee Agreement, dated as of July 27,
1998, by the Registrant, relating to the Registrant's 7.0% ACES
Units, filed as Exhibit 4.7 on Form 10-Q, dated August 13, 1998, is
hereby incorporated by reference.
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4.8 QUIPS Guarantee Agreement, dated as of July 27, 1998, by the
Registrant, relating to the Registrant's 7.0% ACES Units, filed as
Exhibit 4.8 on Form 10-Q, dated August 13, 1998, is hereby
incorporated by reference.
4.9 Master Unit Agreement, dated as of July 27, 1998, between the
Registrant and First Union National Bank relating to the
Registrant's 7.0% ACES Units, filed as Exhibit 4.9 on Form 10-Q,
dated August 13, 1998, is hereby incorporated by reference.
4.10 Call Option Agreement, dated as of July 27, 1998, between Goldman,
Sachs & Co. and First Union National Bank relating to the
Registrant's 7.0% ACES Units, filed as Exhibit 4.10 on Form 10-Q,
dated August 13, 1998, is hereby incorporated by reference.
4.11 Pledge Agreement, dated as of July 27, 1998, among the Registrant,
Goldman, Sachs & Co. and First Union National Bank relating to the
Registrant's 7.0% ACES Units, filed as Exhibit 4.11 on Form 10-Q,
dated August 13, 1998, is hereby incorporated by reference.
4.12 Senior Indenture, dated as of June 16, 1998, by and between the
Registrant and First Union National Bank, as Indenture Trustee,
relating to the Registrant's 6.95% Senior Notes, filed as Exhibit
4.14 on Form 10-Q, dated August 13, 1998, is hereby incorporated by
reference.
4.13 Subordinated Indenture, dated as of July 27, 1998, by and between
the Registrant and First Union National Bank, as Indenture Trustee,
relating to the Registrant's 6.86% Junior Subordinated Deferrable
Interest Debentures, filed as Exhibit 4.15 on Form 10-Q, dated
August 13, 1998, is hereby incorporated by reference.
10.1 Amended and Restated Intercompany Agreement dated as of December 1,
1996, among American Mutual Holding Company, AmerUs Group Co. and
the Company. Filed as Exhibit 10.81 to the Registrant's registration
statement on Form S-1, Registration Number 333-12239, is hereby
incorporated by reference.
10.2 Joint Venture Agreement, dated as of June 30, 1996, between American
Mutual Insurance Company and Ameritas Life Insurance Corp., filed as
Exhibit 10.2 on Form 10-K, dated March 25, 1998, is hereby
incorporated by reference.
10.3 Management and Administration Service Agreement, dated as of April
1, 1996, among American Mutual Life Insurance Company, Ameritas
Variable Life Insurance Company and Ameritas Life Insurance Corp.,
filed as Exhibit 10.3 to the registration statement of the
Registrant on Form S-1, Registration Number 333-12239, is hereby
incorporated by reference.
10.4 AmerUs Life Holdings, Inc. Executive Stock Purchase Plan, dated
November 13, 1998, filed as Exhibit 4.11 to the registration
statement of the Registrant on Form S-8, Registration Number
333-72237, is hereby incorporated by reference.
10.5 AlloAmerUs Supplemental Executive Retirement Plan, effective January
1, 1996, filed as Exhibit 10.6 to the registration statement of the
Registrant on Form S-1, Registration Number 333-12239, is hereby
incorporated by reference.
10.6 American Mutual Life Insurance Company Supplemental Pension Plan
(which was curtailed as of December 31, 1995), filed as Exhibit 10.7
to the registration statement of the Registrant on Form S-1,
Registration Number 333-12239, is hereby incorporated by reference.
10.7 Central Life Assurance Company Supplemental Pension Plan (which was
curtailed as of December 31, 1995), filed as Exhibit 10.8 to the
registration statement of the Registrant on Form S-1, Registration
Number 333-12239, is hereby incorporated by reference.
10.8 Management Incentive Plan, filed as Exhibit 10.9 to the registration
statement of the Registrant on Form S-1, Registration Number
333-12239, is hereby incorporated by reference.
10.9 AmerUs Life Insurance Company Performance Share Plan, filed as
Exhibit 10.10 to the registration statement of the Registrant on
Form S-1, Registration Number 333-12239, is hereby incorporated by
reference.
10.10 AmerUs Life Stock Incentive Plan, filed as Exhibit 10.11 to the
registration statement of the Registrant on Form S-1, Registration
Number 333-12239, is hereby incorporated by reference.
10.11 AmerUs Life Non-Employee Director Stock Plan, filed as Exhibit 10.13
to the registration statement of the Registrant on Form S-1,
Registration Number 333-12239, is hereby incorporated by reference.
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10.12 Form of Indemnification Agreement executed with directors and
certain officers, filed as Exhibit 10.33 to the registration
statement of the Registrant on Form S-1, Registration Number
333-12239, is hereby incorporated by reference.
10.13 Tax Allocation Agreement dated as of November 4, 1996, filed as
Exhibit 10.68 to the registration statement of the Registrant on
Form S-1, Registration Number 333-12239, is hereby incorporated by
reference.
10.14 Agreement and Plan of Merger, dated as of August 13, 1997 and as
amended as of September 5, 1997, among the Registrant, a
wholly-owned subsidiary of the Registrant and Delta Life
Corporation, filed as Exhibit 2.2 to the Registrant's report on Form
8-K on October 8, 1997, is hereby incorporated by reference.
10.15 Purchase Agreement between AmerUs Life and AmerUs Bank dated March
5, 1997 relating to the sale of certain loans, filed as Exhibit
10.82 to the registration statement of the Registrant on Form S-4,
Registration Number 333-40065, is incorporated by reference.
10.16 Credit Agreement, dated as of October 23, 1997, among the
Registrant, Various Lender Institutions, the Co-Arrangers and The
Chase Manhattan Bank, as Administrative Agent, filed as Exhibit
10.84 to the registration statement of the Registrant on Form S-4,
Registration Number 333-40065, is incorporated by reference.
10.17 Coinsurance Agreement, effective February 1, 1996, between Delta
Life and Annuity Company and London Life Reinsurance Company, filed
as Exhibit 10.85 to the registration statement of the Registrant on
Form S-4, Registration Number 333-40065, is incorporated by
reference.
10.18 AmVestors Financial Corporation 1996 Incentive Stock Option Plan,
filed as Exhibit (4)(a) to Registration Statement of AmVestors
Financial Corporation on Form S-8, Registration Number 333-14571
dated October 21, 1996, is hereby incorporated by reference.
10.19 1989 Non-Qualified Stock Option Plan adopted March 17, 1989, filed
as Exhibit (10)(q) to Form 10-K of AmVestors Financial Corporation,
dated April 12, 1989, is hereby incorporated by reference.
10.20 Amended and Restated Miscellaneous Service Agreement, dated as of
July 21, 1997, among American Mutual Holding Company, Registrant,
AmerUs Life Insurance Company, AmerUs Group Co., AmerUs Bank, AmerUs
Mortgage, Inc., Iowa Realty Co., Inc., Iowa Title Company, AmerUs
Insurance, Inc., AmerUs Properties, Inc., AmerUs Direct, Inc., filed
as Exhibit 10.57 on Form 10-K, dated March 25, 1998, is hereby
incorporated by reference.
10.21 Lease - Business Property, dated December 1, 1996, between AmerUs
Properties, Inc. and AmerUs Life Insurance Company, property 611
Fifth Avenue, Des Moines, Iowa, filed as Exhibit 10.58 on Form 10-K,
dated March 25, 1998, is hereby incorporated by reference.
10.22 First Amendment dated February 1, 1998 to Lease Agreement dated
December 1, 1996 between AmerUs Properties, Inc. and AmerUs Life
Insurance Company, property 611 Fifth Avenue, Des Moines, Iowa,
filed as Exhibit 10.59 on Form 10-K, dated March 25, 1998, is hereby
incorporated by reference.
10.23 Lease - Business Property, dated December 1, 1996, between AmerUs
Properties, Inc. and AmerUs Life Insurance Company, 1213 Cherry
Street, Des Moines, Iowa, filed as Exhibit 10.60 on Form 10-K, dated
March 25, 1998, is hereby incorporated by reference.
10.24 Lease - Business Property, dated December 1, 1996, between AmerUs
Properties, Inc. and the Registrant, property 418 Sixth Avenue
Moines, Iowa, filed as Exhibit 10.61 on Form 10-K, dated March 25,
1998, is hereby incorporated by reference.
10.25 Revised and Restated Lease - Business Property, dated May 28, 1998,
between AmerUs Properties, Inc. and the Registrant property, 699
Walnut Street, Des Moines, Iowa, filed as Exhibit 10.26 on Form
10-K, dated March 30, 1999, is hereby incorporated by reference.
10.26 Addendum, dated May 28, 1998 to lease dated May 28, 1998 between
AmerUs Properties and the Registrant, filed as Exhibit 10.27 on Form
10-K, dated March 30, 1999, is hereby incorporated by reference.
10.27 Addendum II, dated July 21, 1998, to lease dated May 28, 1998
between AmerUs Properties and the Registrant, filed as Exhibit 10.28
on Form 10-K, dated March 30, 1999, is hereby incorporated by
reference.
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10.28 Servicing Agreement, dated March 5, 1997, between AmerUs Life
Insurance Company and AmerUs Properties, Inc., filed as Exhibit
10.64 on Form 10-K, dated March 25, 1998, is hereby incorporated by
reference.
10.29 Consent dated as of May 20, 1998 to the Credit Agreement dated as of
October 23, 1997 among the Registrant, Various Lender Institutions,
the Co-Arrangers and The Chase Manhattan Bank, as Administrative
Agent, filed as Exhibit 10.72 on Form 10-Q, dated November 12, 1998,
is hereby incorporated by reference.
10.30 First Amendment dated as of May 30, 1997 to the Credit Agreement
dated as of October 23, 1997 among the Registrant, Various Lender
Institutions, the Co-Arrangers and The Chase Manhattan Bank, as
Administrative Agent, filed as Exhibit 10.73 on Form 10-Q, dated
November 12, 1998, is hereby incorporated by reference.
10.31 Second Amendment dated as of June 22, 1998 to the Credit Agreement
dated as of October 23, 1997 among the Registrant, Various Lender
Institutions, the Co-Arrangers and The Chase Manhattan Bank, as
Administrative Agent, filed as Exhibit 10.74 on Form 10-Q, dated
November 12, 1998, is hereby incorporated by reference.
10.32 Second Consent and Amendment dated as of October 2, 1998 to the
Credit Agreement dated as of October 23, 1997 among the Registrant,
Various Lender Institutions, the Co-Arrangers and The Chase
Manhattan Bank, as Administrative Agent, filed as Exhibit 10.75 on
Form 10-Q, dated November 12, 1998, is hereby incorporated by
reference.
10.33 MIP Deferral Plan dated as of September 1, 1998, filed as Exhibit
10.76 on Form 10-Q, dated November 12, 1998, is hereby incorporated
by reference.
10.34 Open Line of Credit Application and Terms Agreement, dated March 5,
1999, between Federal Home Loan Bank of Des Moines and AmerUs Life
Insurance Company, filed as Exhibit 10.34 on Form 10-Q dated May 14,
1999, is hereby incorporated by reference.
10.35 Origination Agreement, dated August 1, 1998, between AmerUs Home
Equity, Inc. and AmerUs Life Insurance Company, filed as Exhibit
10.36 on Form 10-K, dated March 30, 1999, is hereby incorporated by
reference.
10.36 Third Waiver to Credit Agreement dated as of November 16, 1998 to
the Credit Agreement dated as of October 23, 1997 among the
Registrant, Various Lender Institutions, the Co-Arrangers and The
Chase Manhattan Bank, as Administrative Agent, filed as Exhibit
10.37 on Form 10-K, dated March 30, 1999, is hereby incorporated by
reference.
10.37 Fourth Consent and Amendment, dated as of December 4, 1998 to the
Credit Agreement dated as of October 23, 1997 among the Registrant,
Various Lender Institutions, the Co-Arrangers and The Chase
Manhattan Bank, as Administrative Agent, filed as Exhibit 10.38 on
Form 10-K, dated March 30, 1999, is hereby incorporated by
reference.
10.38 Administrative Services Agreement, dated as of August 1, 1998, among
American Mutual Holding Company, Registrant, AmerUs Group, AmerUs
Home Equity, Inc., AmerUs Mortgage, Inc., AmerUs Properties, Inc.,
American Capital Management Group, Inc., AmerUs Life Insurance
Company, AmVestors Financial Corporation, American Investors Life
Insurance Company, Inc., and Delta Life and Annuity Company, filed
as Exhibit 10.39 on Form 10-K, dated March 30, 1999, is hereby
incorporated by reference.
10.39 Facility and Guaranty Agreement, dated February 12, 1999, among The
First National Bank of Chicago and the Registrant, filed as Exhibit
10.39 on Form 10-Q dated May 14, 1999, is hereby incorporated by
reference.
10.40 Form of Reimbursement Agreement, dated February 15, 1999, among the
Registrant and Roger K. Brooks, Victor N. Daley, Michael G. Fraizer,
Thomas C. Godlasky, Marcia S. Hanson, Mark V. Heitz and Gary R.
McPhail, filed as Exhibit 10.40 on Form 10-Q dated May 14, 1999, is
hereby incorporated by reference.
10.41 Amendment No. 1 to Facility Agreement, dated March 23, 1999, among
The First National Bank of Chicago and the Registrant, filed as
Exhibit 10.41 on Form 10-Q dated May 14, 1999, is hereby
incorporated by reference.
10.42 1999 Non-Employee Stock Option Plan, dated April 19, 1999, filed on
Form S-3, Registration Number 333-72643, is hereby incorporated by
reference.
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10.43 Fifth Waiver and Amendment to Credit Agreement dated as of October
1, 1998 to the Credit Agreement dated as of October 23, 1997 among
the Registrant, Various Lender Institutions, the Co-Arrangers and
The Chase Manhattan Bank, as Administrative Agent.
10.44 Sixth Amendment to Credit Agreement dated as of May 18, 1999 to the
Credit Agreement dated as of October 23, 1997 among the Registrant,
Various Lender Institutions, the Co-Arrangers and The Chase
Manhattan Bank, as Administrative Agent.
11* Statement Re: Computation of Per Share Earnings.
27.1* Financial Data Schedule.
99.1 Employment Agreement, dated as of September 19, 1997, among Mark V.
Heitz, AmVestors Financial Corporation, American Investors Life
Insurance Company, Inc., AmVestors Investment Group, Inc. and
American Investors Sales Group, Inc., filed as Exhibit 99.3 to the
registration statement of the Registrant on Form S-4, Registration
Number 333-40065, is incorporated by reference.
99.2 Agreement of Sale, dated as of October 22, 1997, by and between R.
Rex Lee and AmerUs Group, Co., filed as Exhibit 99.4 to the
registration statement of the Registrant on Form S-4, Registration
Number 333-40065, is incorporated by reference.
99.3 Retirement Agreement, dated June 27, 1997, by and between Victor N.
Daley and Registrant filed as Exhibit 99.5 on Form 10-K, dated March
30, 1999, is hereby incorporated by reference.
99.4 First Amendment to Employment Agreement, dated as of April 15, 1999,
to the Employment Agreement dated as of September 19, 1997, among
Mark V. Heitz, AmVestors Financial Corporation, American Investors
Life Insurance Company, Inc., AmVestors Investment Group, Inc.,
American Investors Sales Group, Inc., and the Registrant.
99.5 Supplemental Benefit Agreement, dated as of April 15, 1999, among
Roger K. Brooks and the Registrant.
99.6 Form of Supplemental Benefit Agreement, dated as of April 15, 1999,
among the Registrant and Victor N. Daley, Michael G. Fraizer, Thomas
C. Godlasky and Gary R. McPhail.
99.7 Amended and Restated Employment Agreement, dated as of April 15,
1999, among Marcia S. Hanson and the Registrant.
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* included herein
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