Back to GetFilings.com
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
COMMISSION FILE NUMBERS 33-34562; 33-60288; 333-48983
ML LIFE INSURANCE COMPANY OF NEW YORK
(Exact name of Registrant as specified in its charter)
NEW YORK 16-1020455
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
2 WORLD FINANCIAL CENTER, SOUTH TOWER, 5TH FLOOR
NEW YORK, NEW YORK 10281
(Address of Principal Executive Offices)
(800) 333-6524
(Registrant's telephone number including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No __
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes ___ No X
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
COMMON 220,000
REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a)
AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART I Financial Information
Item 1. Financial Statements
ML LIFE INSURANCE COMPANY OF NEW YORK
(a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.)
BALANCE SHEETS
(Dollars in thousands) (Unaudited)
=========================================================================================================
June 30, December 31,
ASSETS 2003 2002
- ------ ---------- ------------
INVESTMENTS:
Fixed maturity securities, at estimated fair value
(amortized cost: 2003 - $179,309; 2002 - $161,708) $ 184,982 $ 165,467
Equity securities, at estimated fair value
(cost: 2003 - $4,146; 2002 - $5,896) 4,279 5,625
Policy loans on insurance contracts 82,147 86,603
---------- ----------
Total Investments 271,408 257,695
CASH AND CASH EQUIVALENTS 9,785 23,092
ACCRUED INVESTMENT INCOME 4,711 4,845
DEFERRED POLICY ACQUISITION COSTS 25,571 27,522
FEDERAL INCOME TAXES - CURRENT -- 1,504
REINSURANCE RECEIVABLES 423 649
RECEIVABLES FROM SECURITIES SOLD 3,963 --
OTHER ASSETS 3,902 3,494
SEPARATE ACCOUNTS ASSETS 855,434 810,384
---------- ----------
TOTAL ASSETS $1,175,197 $1,129,185
========== ==========
See accompanying notes to financial statements. (Continued)
1
ML LIFE INSURANCE COMPANY OF NEW YORK
(a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.)
BALANCE SHEETS
(Continued) (Dollars in thousands, except common stock par value and shares) (Unaudited)
==================================================================================================
June 30, December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY 2003 2002
- ------------------------------------ ---------- ------------
LIABILITIES:
POLICYHOLDER LIABILITIES AND ACCRUALS:
Policyholders' account balances $ 223,018 $ 232,908
Claims and claims settlement expenses 4,527 3,289
---------- ----------
Total policyholder liabilities and accruals 227,545 236,197
OTHER POLICYHOLDER FUNDS 1,034 787
FEDERAL INCOME TAXES - DEFERRED 6,378 6,890
FEDERAL INCOME TAXES - CURRENT 2,305 --
PAYABLES FOR SECURITIES PURCHASED 1,998 --
AFFILIATED PAYABLES - NET 3,759 2,103
OTHER LIABILITIES 94 498
SEPARATE ACCOUNTS LIABILITIES 855,434 810,384
---------- ----------
Total Liabilities 1,098,547 1,056,859
---------- ----------
STOCKHOLDER'S EQUITY:
Common stock, $10 par value - 220,000 shares
authorized, issued and outstanding 2,200 2,200
Additional paid-in capital 52,310 52,310
Retained earnings 20,175 17,627
Accumulated other comprehensive income 1,965 189
---------- ----------
Total Stockholder's Equity 76,650 72,326
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $1,175,197 $1,129,185
========== ==========
See accompanying notes to financial statements.
2
ML LIFE INSURANCE COMPANY OF NEW YORK
(a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF EARNINGS
(Dollars in thousands) (Unaudited)
====================================================================================================
Three Months Ended
June 30,
-----------------------
2003 2002
------- -------
REVENUES:
Policy charge revenue $ 4,100 $ 4,748
Net investment income 3,334 3,626
Net realized investment gains (losses) 1,438 (3,734)
------- -------
Total Revenues 8,872 4,640
------- -------
BENEFITS AND EXPENSES:
Interest credited to policyholders' account balances 2,461 2,728
Market value adjustment expense 61 20
Policy benefits (net of reinsurance recoveries: 2003- $164
2002- $177) 1,163 618
Reinsurance premium ceded 390 557
Amortization of deferred policy acquisition costs 1,623 1,026
Insurance expenses and taxes 1,026 894
------- -------
Total Benefits and Expenses 6,724 5,843
------- -------
Earnings (Loss) Before Federal Income Tax
Provision 2,148 (1,203)
FEDERAL INCOME TAX PROVISION (BENEFIT):
Current 2,305 (950)
Deferred (1,553) 528
------- -------
Total Federal Income Tax Provision (Benefit) 752 (422)
------- -------
NET EARNINGS (LOSS) $ 1,396 $ (781)
======= =======
See accompanying notes to financial statements.
3
ML LIFE INSURANCE COMPANY OF NEW YORK
(a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF EARNINGS
(Dollars in thousands) (Unaudited)
========================================================================================================
Six Months Ended
June 30,
-------------------------
2003 2002
-------- --------
REVENUES:
Policy charge revenue $ 8,140 $ 9,408
Net investment income 6,835 7,259
Net realized investment gains (losses) 1,682 (3,471)
-------- --------
Total Revenues 16,657 13,196
-------- --------
BENEFITS AND EXPENSES:
Interest credited to policyholders' account balances 4,989 5,334
Market value adjustment expense 265 32
Policy benefits (net of reinsurance recoveries: 2003 - $225;
2002 - $491) 2,342 1,327
Reinsurance premium ceded 813 1,062
Amortization of deferred policy acquisition costs 2,578 1,943
Insurance expenses and taxes 1,750 1,697
-------- --------
Total Benefits and Expenses 12,737 11,395
-------- --------
Earnings Before Federal Income Tax Provision 3,920 1,801
FEDERAL INCOME TAX PROVISION (BENEFIT):
Current 2,840 1,044
Deferred (1,468) (414)
-------- --------
Total Federal Income Tax Provision 1,372 630
-------- --------
NET EARNINGS $ 2,548 $ 1,171
======== ========
See accompanying notes to financial statements.
4
ML LIFE INSURANCE COMPANY OF NEW YORK
(a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands) (Unaudited)
=============================================================================================================
Three Months Ended
June 30,
-----------------------
2003 2002
------- -------
NET EARNINGS (LOSS) $ 1,396 $ (781)
------- -------
OTHER COMPREHENSIVE INCOME:
Net unrealized gains on available-for-sale securities:
Net unrealized holding gains (losses) arising during the period 2,880 (184)
Reclassification adjustment for (gains) losses included in net earnings (1,175) 3,734
------- -------
Net unrealized gains on investment securities 1,705 3,550
Adjustments for:
Policyholder liabilities (670) (1,528)
Deferred federal income taxes (362) (708)
------- -------
Total other comprehensive income, net of taxes 673 1,314
------- -------
COMPREHENSIVE INCOME $ 2,069 $ 533
======= =======
See accompanying notes to financial statements.
5
ML LIFE INSURANCE COMPANY OF NEW YORK
(a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands) (Unaudited)
=============================================================================================================
Six Months Ended
June 30,
-----------------------
2003 2002
------- -------
NET EARNINGS $ 2,548 $ 1,171
------- -------
OTHER COMPREHENSIVE INCOME (LOSS):
Net unrealized gains on available-for-sale securities:
Net unrealized holding gains (losses) arising during the period 3,737 (3,011)
Reclassification adjustment for (gains) losses included in net earnings (1,419) 3,471
------- -------
Net unrealized gains on investment securities 2,318 460
Adjustments for:
Policyholder liabilities 414 (1,052)
Deferred federal income taxes (956) 207
------- -------
Total other comprehensive income (loss), net of taxes 1,776 (385)
------- -------
COMPREHENSIVE INCOME $ 4,324 $ 786
======= =======
See accompanying notes to financial statements.
6
ML LIFE INSURANCE COMPANY OF NEW YORK
(a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF STOCKHOLDER'S EQUITY
(Dollars in thousands) (Unaudited)
=====================================================================================================================
Accumulated
Additional other Total
Common paid-in Retained comprehensive stockholder's
stock capital earnings income (loss) equity
------------ ------------ ------------ ------------- -------------
BALANCE JANUARY 1, 2002 $ 2,200 $ 52,310 $ 14,476 $ (1,139) $ 67,847
Net earnings 3,151 3,151
Other comprehensive income, net of
tax 1,328 1,328
------------ ------------ ------------ ------------- ------------
BALANCE, DECEMBER 31, 2002 2,200 52,310 17,627 189 72,326
Net earnings 2,548 2,548
Other comprehensive income, net of
tax 1,776 1,776
------------ ------------ ------------ ------------- ------------
BALANCE, JUNE 30, 2003 $ 2,200 $ 52,310 $ 20,175 $ 1,965 $ 76,650
============ ============ ============ ============= ============
See accompanying notes to financial statements.
7
ML LIFE INSURANCE COMPANY OF NEW YORK
(a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF CASH FLOWS
(Dollars in thousands) (Unaudited)
==============================================================================================================
Six Months Ended
June 30,
-------------------------
2003 2002
-------- --------
Cash Flows From Operating Activities:
Net earnings $ 2,548 $ 1,171
Noncash items included in earnings:
Amortization of deferred policy acquisition costs 2,578 1,943
Capitalization of policy acquisition costs (627) (1,046)
Amortization of investments 360 403
Interest credited to policyholders' account balances 4,989 5,334
Benefit for deferred Federal income tax (1,468) (414)
(Increase) decrease in operating assets:
Accrued investment income 134 (534)
Federal income taxes - current 1,504 (949)
Reinsurance receivables 226 (1)
Other (408) 797
Increase (decrease) in operating liabilities:
Claims and claims settlement expenses 1,238 (1,771)
Other policyholder funds 247 (291)
Federal income taxes - current 2,305 (295)
Affiliated payables 1,656 2,445
Other (404) (489)
Other operating activities:
Net realized investment (gains) losses (1,682) 3,471
-------- --------
Net cash and cash equivalents provided by operating activities 13,196 9,774
-------- --------
Cash Flows From Investing Activities:
Proceeds from (payments for):
Sales of available-for-sale securities 22,124 18,224
Maturities of available-for-sale securities 31,889 9,069
Purchases of available-for-sale securities (70,507) (35,859)
Policy loans on insurance contracts 4,456 1,795
-------- --------
Net cash and cash equivalents used by investing activities $(12,038) $ (6,771)
-------- --------
See accompanying notes to financial statements. (Continued)
8
ML LIFE INSURANCE COMPANY OF NEW YORK
(a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF CASH FLOWS
(Continued) (Dollars in thousands) (Unaudited)
=============================================================================================================
Six Months Ended
June 30,
-------------------------
2003 2002
-------- --------
Cash Flows From Financing Activities:
Proceeds from (payments for):
Policyholder deposits (excludes internal policy replacement deposits) $ 16,316 $ 31,595
Policyholder withdrawals (including transfers from separate accounts) (30,781) (40,967)
-------- --------
Net cash and cash equivalents used by financing activities (14,465) (9,372)
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (13,307) (6,369)
CASH AND CASH EQUIVALENTS:
Beginning of year 23,092 20,524
-------- --------
End of period $ 9,785 $ 14,155
======== ========
Supplementary Disclosure of Cash Flow Information:
Cash paid to (received from) affiliates for:
Federal income taxes $ (969) $ 2,288
Intercompany interest (2) 5
See accompanying notes to financial statements.
9
ML LIFE INSURANCE COMPANY OF NEW YORK
(a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
================================================================================
NOTE 1. BASIS OF PRESENTATION
ML Life Insurance Company of New York (the "Company") is a wholly owned
subsidiary of Merrill Lynch Insurance Group, Inc. ("MLIG"). The Company is an
indirect wholly owned subsidiary of Merrill Lynch & Co., Inc. ("Merrill Lynch &
Co."). The Company sells non-participating annuity products, including variable
annuities, modified guaranteed annuities, and immediate annuities. The Company
is domiciled in the State of New York.
The interim financial statements for the three and six month periods are
unaudited. In the opinion of management, these unaudited financial statements
include all adjustments (consisting only of normal recurring accruals) necessary
for a fair presentation of the financial position and the results of operations
in accordance with accounting principles generally accepted in the United States
of America. These unaudited financial statements should be read in conjunction
with the audited financial statements included in the Company's Annual Report on
Form 10-K ("2002 10K") for the year ended December 31, 2002. The nature of the
Company's business is such that the results of any interim period are not
necessarily indicative of results for a full year. Certain reclassifications
have also been made to prior period financial statements, where appropriate, to
conform to the current period presentation.
NOTE 2. STATUTORY ACCOUNTING PRACTICES
The Company's statutory financial statements are presented on the basis of
accounting practices prescribed or permitted by the New York Insurance
Department. The State of New York has adopted the National Association of
Insurance Commissioner's statutory accounting practices, as a component of
prescribed or permitted accounting practices by the State of New York.
Statutory capital and surplus at June 30, 2003 and December 31, 2002 were
$25,164 and $21,411, respectively. For the six month periods ended June 30, 2003
and 2002, statutory net income was $4,794 and $728, respectively.
NOTE 3. INVESTMENTS
The Company's investments in fixed maturity and equity securities are classified
as available-for-sale and are carried at estimated fair value with unrealized
gains and losses included in stockholder's equity as a component of accumulated
other comprehensive income, net of taxes. If management determines that a
decline in the value of a security is other-than-temporary, the carrying value
is adjusted to estimated fair value and the decline in value is recorded as a
net realized investment loss.
The Company has recorded certain adjustments to policyholders' account balances
in conjunction with unrealized holding gains or losses on investments classified
as available-for-sale. The Company adjusts those liabilities as if the
unrealized holding gains or losses had actually been realized, with
corresponding credits or charges reported in accumulated other comprehensive
income, net of taxes. The components of net unrealized gains (losses) included
in accumulated other comprehensive income were as follows:
June 30, December 31,
2003 2002
-------- ------------
Assets:
Fixed maturity securities $ 5,673 $ 3,759
Equity securities 133 (271)
------- -------
5,806 3,488
------- -------
Liabilities:
Policyholders' account balances 2,784 3,198
Federal income taxes - deferred 1,057 101
------- -------
3,841 3,299
------- -------
Stockholder's equity:
Accumulated other comprehensive income $ 1,965 $ 189
======= =======
10
NOTE 4. ACCOUNTING PRONOUNCEMENTS
On April 30, 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies
accounting for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities under SFAS No. 133. The
new guidance amends SFAS No. 133 for decisions made as part of the Derivatives
Implementation Group process that effectively required amendments to SFAS No.
133, and decisions made in connection with other FASB projects dealing with
financial instruments and in connection with implementation issues raised in
relation to the application of the definition of a derivative and
characteristics of a derivative that contains financing components. In addition,
it clarifies when a derivative contains a financing component that warrants
special reporting in the statements of cash flows. SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003 and for hedging
relationships designated after June 30, 2003. The Company does not have any
derivatives or hedging activities that qualify for hedge accounting. The Company
is currently assessing the impact of SFAS No. 149 on the Financial Statements.
On July 7, 2003, the American Institute of Certified Public Accountants issued
Statement of Position ("SOP") 03-1, Accounting and Reporting by Insurance
Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate
Accounts. The SOP provides guidance on accounting and reporting by insurance
companies for certain nontraditional long-duration contracts and for separate
accounts. The SOP is effective for financial statements for the Company
beginning in 2004. The SOP requires the establishment of a liability for
contracts that contain death or other insurance benefits using a specified
reserve methodology that is different from the methodology that the Company
currently employs. Depending on market conditions at the time of adoption, the
impact of implementing this reserve methodology may have a material impact on
the Company's Statements of Earnings.
NOTE 5. SEGMENT INFORMATION
In reporting to management, the Company's operating results are categorized into
two business segments: Annuities and Life Insurance. The Company's Annuity
segment consists of variable annuities and interest-sensitive annuities. The
Company's Life Insurance segment consists of variable life insurance products
and interest-sensitive life insurance products. The accounting policies of the
business segments are the same as those for the Company's financial statements
included herein. All revenue and expense transactions are recorded at the
product level and accumulated at the business segment level for review by
management. The "Other" category, presented in the following segment financial
information, represents net revenues and net earnings on assets that do not
support annuity or life insurance contract owner liabilities.
The following table summarizes each business segment's contribution to the
consolidated net revenues and net earnings for the three and six month periods
ended June 30:
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ----------------------
2003 2002 2003 2002
------- ------- ------- -------
Net Revenues (a):
Annuities $ 4,160 $ (632) $ 7,231 $ 3,030
Life Insurance 2,058 2,307 4,116 4,750
Other 193 237 321 82
------- ------- ------- -------
Total Net Revenues $ 6,411 $ 1,912 $11,668 $ 7,862
======= ======= ======= =======
Net Earnings:
Annuities $ 1,086 $(1,256) $ 1,720 $ 177
Life Insurance 185 320 619 939
Other 125 155 209 55
------- ------- ------- -------
Total Net Earnings (Loss) $ 1,396 $ (781) $ 2,548 $ 1,171
======= ======= ======= =======
(a) Net revenues include investment income net of interest credited to
policyholders' account balances.
11
ITEM 2 MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS
This Management's Narrative Analysis of the Results of Operations addresses
changes in revenues and expenses for the three and six month periods ended June
30, 2003 and 2002. This discussion should be read in conjunction with the
accompanying unaudited financial statements and notes thereto, in addition to
the December 31, 2002 Audited Financial Statements and Notes to Financial
Statements and the Management's Discussion and Analysis of Financial Condition
and Results of Operations included in the 2002 10K.
Certain statements contained in this Report may be considered forward-looking,
including statements about management expectations, strategic objectives,
business prospects, anticipated financial performance, and other similar
matters. These forward-looking statements are not statements of historical fact
and represent only management's beliefs regarding future events, which are
inherently uncertain. There are a variety of factors, many of which are beyond
the Company's control, which affect its operations, performance, business
strategy, financial condition, and results and could cause its actual results
and experience to differ materially from the expectations and objectives
expressed in any forward-looking statements. These factors include, but are not
limited to, the factors listed in the Economic Environment section below, as
well as actions and initiatives taken by both current and potential competitors,
the effect of current, pending, and future legislation and regulation, and the
other risks and uncertainties detailed in the Company's Financial Statements and
Notes to Financial Statements. Accordingly, readers are cautioned not to place
undue reliance on forward-looking statements, which speak only as of the dates
on which they are made. The Company does not undertake to update or revise
forward-looking statements to reflect the impact of circumstances or events that
arise after the dates the forward-looking statements are made. The reader
should, however, consult any further disclosures the Company may make in its
Quarterly Reports on Form 10-Q.
DISCONTINUANCE OF VARIABLE LIFE INSURANCE
During the first quarter 2003, the Company discontinued manufacturing its single
premium variable life insurance product. As a result, the Company currently does
not manufacture, market, or sell life insurance products. However, the Company
remains committed to servicing all life insurance contracts inforce.
TAX LEGISLATION
During May 2003, Congress passed the Jobs and Growth Tax Relief Reconciliation
Act of 2003 (the "Act"). A key provision in the Act is reduced federal income
tax rates on dividends and capital gains paid to investors on stocks and mutual
funds held individually. Dividends and capital gains paid by the mutual funds
held by non-qualified annuities do not qualify for such federal income tax
reductions. Pending future Congressional action, these federal income tax rate
reductions are set to expire after 2008. These recently enacted tax rate
reductions may adversely impact tax incentives to save for retirement through
the use of non-qualified annuities versus other investment vehicles. As such,
future sales of non-qualified annuities may be negatively impacted.
BUSINESS OVERVIEW
The Company's gross earnings are principally derived from two sources:
- - the charges imposed on variable annuity and variable life insurance
contracts, and
- - the net earnings from investment of fixed rate life insurance and annuity
contract owner deposits less interest credited to contract owners, commonly
known as interest spread
The costs associated with acquiring contract owner deposits (deferred policy
acquisition costs) are amortized over the period in which the Company
anticipates holding those funds. Deferred policy acquisition costs are
principally commissions and a portion of certain other expenses relating to
policy acquisition, underwriting and issuance that are primarily related to and
vary with the production of new business. Insurance expenses and taxes reported
in the statements of earnings are net of amounts deferred. In addition, the
Company incurs expenses associated with the maintenance of inforce contracts.
ECONOMIC ENVIRONMENT
The Company's financial position and/or results of operations are primarily
impacted by the following economic factors: equity market performance,
fluctuations in medium term interest rates, and the corporate credit environment
via credit quality and fluctuations in credit spreads. The following discusses
the impact of each economic factor.
12
Equity Market Performance
Changes in the U.S. equity market directly affect the values of the underlying
U.S. equity-based mutual funds supporting separate accounts assets and, as such,
the values of variable contract owner account balances. Since asset-based policy
charge revenue collected on inforce variable contracts represent a significant
source of revenue, the Company's earnings will be impacted by fluctuations in
investment performance of separate accounts assets. Fluctuations in the U.S.
equity market also directly impact the Company's exposure to guaranteed minimum
death benefit ("GMDB") provisions contained in the variable annuities it
manufactures. Negative investment performance generally results in greater
exposure to GMDB provisions, as there is an increase in the number of variable
contracts (and amount per contract) in which the GMDB exceeds the variable
account balance. Prolonged periods of negative investment performance may result
in greater GMDB claims. GMDB claims are recorded as a component of policy
benefits.
There are several standard indices published on a daily basis that measure
performance of selected components of the U.S. equity market. Examples include
the Dow Jones Industrial Average ("Dow"), NASDAQ Composite Index ("NASDAQ") and
the Standard & Poor's 500 Composite Stock Price Index ("S&P Index"). The
following table provides the increase in performance for each equity market
index for the current three and six month periods ended June 30, 2003:
2003
---------------------------------
Second Quarter Six Months
2003 2003
---------------- -------------
Dow 12.4 % 7.7 %
NASDAQ 21.0 % 21.5 %
S&P Index 14.9 % 10.8 %
Despite positive equity market performance during the current three and six
month periods ended June 30, 2003, separate accounts assets and, in turn,
variable contract owner account balances remain at lower levels as compared to
the same periods in 2002. The following table provides the average decrease in
performance for each equity market index for the three and six month periods
ended June 30, 2003 as compared to the same periods in 2002:
2003
---------------------------------
Second Quarter Six Months
2003 2003
---------------- -------------
Dow -9.6 % -15.6 %
NASDAQ -1.8 % -15.5 %
S&P Index -8.9 % -17.2 %
The investment performance of the underlying U.S. equity-based mutual funds
supporting the Company's variable products do not replicate the returns of any
specific U.S. equity market index. However, investment performance of the
underlying U.S. equity-based mutual funds will generally increase or decrease
with corresponding increases or decreases in the overall U.S. equity market.
Medium Term Interest Rates
Changes in interest rates affect the value of investments, primarily fixed
maturity securities and preferred equity securities, as well as interest
sensitive liabilities. Changes in interest rates have an inverse relationship to
the value of investments and interest sensitive liabilities. Also, since the
Company has certain fixed products that contain guaranteed minimum crediting
rates, decreases in interest rates can decrease the amount of interest spread
earned by the Company.
The Company defines medium term interest rates as the average interest rate on
U.S. Treasury securities with terms of 1 to 10 years. During the three and six
month periods ended June 30, 2003, medium term interest rates decreased
approximately 63 basis points and 73 basis points, respectively, to yield, on
average, 1.80% during the current six month period. During the three and six
month periods ended June 30, 2002, medium term interest rates decreased
approximately 80 basis points and 36 basis points, respectively, to yield, on
average, 3.30% during the six month period.
13
Corporate Credit and Credit Spreads
Changes in the corporate credit environment directly impact the value of the
Company's investments, primarily fixed maturity securities. The Company
primarily invests in investment-grade corporate debt to support its fixed rate
product liabilities.
Credit spreads represent the credit risk premiums required by market
participants for a given credit quality, e.g. the additional yield that a debt
instrument issued by a AA-rated entity must produce over a risk-free alternative
(for example, U.S. Treasury instruments). Changes in credit spreads have an
inverse relationship to the value of investments.
The Company defines credit spreads according to the Merrill Lynch U.S. Corporate
Bond Index for BBB-A Rated bonds with three to five year maturities. During the
three and six month periods ended June 30, 2003, credit spreads contracted
approximately 41 basis points and 89 basis points, respectively, and ended the
current six month period at 109 basis points. During the three and six month
periods ended June 30, 2002, credit spreads widened approximately 13 basis
points and 14 basis points, respectively, and ended the six month period at 192
basis points.
NEW BUSINESS
Annuity and life insurance premiums decreased $9.7 million (or 60%) to $6.5
million and $14.4 million (or 45%) to $17.7 million during the current three and
six month periods ended June 30, 2003, respectively, as compared to the same
periods in 2002. Annuity and life insurance premiums by type of product were as
follows:
($ In Millions) % Change
----------------------------- ------------------------------
Second Quarter Six Months Second Quarter Six Months
2003 2003 2003-2002 2003-2002
-------------- ---------- -------------- ----------
Variable Annuities:
C-Share $ 2.1 $ 6.9 -65 % -44 %
B-Share 2.2 5.6 -55 -48
L-Share 1.8 4.4 -53 -34
----- ----- ----- -----
6.1 16.9 -59 -43
----- ----- ----- -----
Variable Life Insurance 0.1 0.4 -83 -50
Modified Guaranteed Annuities 0.2 0.3 -78 -80
Other 0.1 0.1 100 100
----- ----- ----- -----
Total Direct Premiums $ 6.5 $17.7 -60 % -45 %
===== ===== ===== =====
During the current three and six month periods, variable annuity premiums
decreased $8.6 million (or 59%) to $6.1 million and $12.9 million (or 43%) to
$16.9 million, respectively, as compared to the same periods in 2002. Management
attributes the decrease in variable annuity premiums to increasing customer
demand for annuity products that offer various types of guarantee provisions,
such as fixed rate products, variable products with fixed account options,
variable products with guaranteed minimum income benefits, or variable products
with guaranteed minimum account values. With the exception of the Company's
modified guaranteed annuity product, which offers a fixed interest crediting
rate, the Company did not until late in the second quarter of 2003 offer any
such guarantees in its products. On June 16, 2003 the Company added a guaranteed
minimum income benefit provision to its existing B-Share variable annuity.
During the current three and six month periods, modified guaranteed annuity
premiums decreased $0.7 million (or 78%) to $0.2 million and $1.2 million (or
80%) to $0.3 million, respectively, as compared to the same periods in 2002. The
decreases are primarily due to the lower interest rate environment during the
current three and six month periods 2003 as compared to 2002.
14
WITHDRAWALS
Policy and contract withdrawals decreased $3.1 million (or 8%) to $37.3 million
during the first six months of 2003, as compared to the same period in 2002.
During the first six months of 2003, variable annuity withdrawals decreased $7.3
million (or 26%) as compared to the same period in 2002. Management attributes
the decrease in variable annuity withdrawals to the general decline in the
equity markets occurring over the past three years, which has resulted in
decreased asset balances, and thus lower withdrawal activity. Partially
offsetting the decrease in variable annuity withdrawals was an increase in
variable life withdrawals, which increased $3.7 million (or 46%) during the
first six months of 2003 as compared to same period in 2002. During the current
three month period ended June 30, 2003, policy and contract withdrawals were
relatively unchanged as compared to the same period in 2002.
FINANCIAL CONDITION
At June 30, 2003, the Company's assets were $1,175.2 million, or $46.0 million
higher than the $1,129.2 million in assets at December 31, 2002 primarily due to
an increase in separate accounts assets. Separate accounts assets increased
$45.1 million (or 6%) to $855.4 million. Changes in separate accounts assets for
the first two quarters of 2003 were as follows:
1Q03 2Q03 Total
----- ----- -----
(In Millions)
Investment performance - variable products $(14.8) $81.9 $67.1
Net cash outflow - variable products (9.0) (13.0) (22.0)
------ ----- -----
$(23.8) $68.9 $45.1
====== ===== =====
At June 30, 2003 and December 31, 2002, approximately $2.5 million (or 1%) and
$4.1 million (or 3%), respectively, of the Company's fixed maturity securities
were considered non-investment grade. The Company defines non-investment grade
as unsecured debt obligations that do not have a rating equivalent to Standard
and Poor's BBB- or higher (or similar rating agency). Non-investment grade
securities are speculative and are subject to significantly greater risks
related to the creditworthiness of the issuers and the liquidity of the market
for such securities. Current non-investment grade holdings are the result of
ratings downgrades on the Company's portfolio as the Company does not purchase
non-investment grade securities. Also, at June 30, 2003, approximately $7.1
million (or 4%) of the Company's fixed maturity securities were rated BBB-,
which is the lowest investment grade rating given by Standard and Poor's,
compared to $10.9 million (or 7%) of the Company's fixed maturity securities at
December 31, 2002. The Company closely monitors such investments.
During the first six months of 2003, the Company experienced contract owner
withdrawals that exceeded deposits by $30.3 million. The components of contract
owner transactions were as follows:
June 30,
2003
--------
(In Millions)
Premiums collected $ 17.7
Internal tax-free exchanges (1.4)
-------
Net contract owner deposits 16.3
Contract owner withdrawals 30.8
Net transfers from separate accounts 15.8
-------
Net contract owner withdrawals 46.6
-------
Net contract owner activity $ (30.3)
=======
LIQUIDITY AND CAPITAL RESOURCES
To fund all business activities, the Company maintains a high quality and liquid
investment portfolio. As of June 30, 2003, the Company's assets included $191.2
million of cash, short-term investments and investment grade publicly traded
available-for-sale securities that could be liquidated if funds were required.
15
During June 2003, the Company and Merrill Lynch & Co. executed a "keepwell"
agreement. The agreement obligates Merrill Lynch & Co. to maintain a level of
capital in the Company in excess of minimum regulatory capital requirements.
MANAGEMENT ESTIMATES
The Company amortizes deferred policy acquisition costs based on the expected
future gross profits for each group of contracts. In estimating future gross
profits, management makes assumptions regarding such factors as policy charge
revenue, investment performance, policy lapse rates, mortality, and expenses for
the expected life of each group of contracts. Actual gross profits can vary from
management's estimates resulting in increases or decreases in the rate of
amortization. Management periodically updates these estimates and evaluates the
recoverability of deferred policy acquisition costs. The impact of revisions to
estimates on cumulative amortization is recorded as a charge or credit to
current operations.
RESULTS OF OPERATIONS
For the three month periods ended June 30, 2003 and 2002, the Company reported
net earnings (loss) of $1.4 million and ($0.8) million, respectively. For the
six month periods ended June 30, 2003 and 2002, the Company reported net
earnings of $2.5 million and $1.2 million, respectively.
Policy charge revenue decreased $0.6 million (or 14%) and $1.3 million (or 13%)
during the current three and six month periods ended June 30, 2003,
respectively, as compared to the same periods in 2002. The decreases in policy
charge revenue are primarily attributable to the decrease in average variable
account balances. Average variable account balances decreased $111.1 million (or
12%) and $146.1 million (or 15%) during the current three and six month periods
as compared to the same periods in 2002. During the same comparative periods,
asset-based policy charge revenue decreased $0.4 million (or 14%) and $0.9
million (or 15%). In addition, non-asset based policy charge revenue decreased
$0.2 million (or 14%) and $0.4 (or 11%) during the current three and six month
periods ended June 30, 2003, respectively, as compared to the same periods in
2002. The decreases in non-asset based policy charge revenue are primarily due
to decreases in cost of insurance charges.
Net realized investment gains increased $5.2 million during both the current
three and six month periods ended June 30, 2003, as compared to the same periods
in 2002. The following table provides the changes in net realized investment
gains by type for each respective period:
Three Months Six Months
Net Realized Gains 2003 - 2002 2003 - 2002
------------------------------------- --------------- ---------------
($ in Millions)
Interest related $ 1.6 $ 2.1 (1)
Credit related 3.6 3.1 (2)
--------------- ---------------
$ 5.2 $ 5.2
=============== ===============
(1) Increases are primarily attributable to increases in invested asset
market valuations resulting from lower interest rates and contracting
credit spreads during the current three and six month periods of 2003 as
compared to 2002.
(2) Increases are primarily due to a decrease in other-than-temporary
("OTT") declines in the carrying value of fixed maturity securities.
During the first six months of 2002, OTT declines on investments in
fixed maturity securities issued by WorldCom Inc. were $3.5 million.
There were no OTT declines recorded during the first six months of 2003.
The market value adjustment expense is attributable to the Company's modified
guaranteed annuity products. This contract provision results in a market value
adjustment to the cash surrender value of those contracts that are surrendered
before the expiration of their interest rate guarantee period. During the first
six months of 2003, the market value adjustment expense increased $0.2 million
as compared to the same period in 2002. The increase is primarily due to the
lower interest rate environment during the first six months of 2003 as compared
to the same period in 2002. The market value adjustment expense has an inverse
relationship to changes in interest rates. During the current three month period
ended June 30, 2003, the market value adjustment expense was relatively
unchanged as compared to the same period in 2002.
Policy benefits increased $0.5 million (or 88%) and $1.0 million (or 76%) during
the current three and six month periods ended June 30, 2003, respectively, as
compared to the same periods in 2002. During the first six months of 2003
variable annuity mortality expense increased $0.6 million as compared to the
same period in 2002. The increase in variable annuity mortality expense is
primarily due to increased death benefit payments incurred under guaranteed
minimum death benefit provisions. During the current
16
three month period ended June 30, 2003, variable annuity mortality expense was
relatively unchanged as compared to the same period in 2002. In addition, life
insurance mortality expense increased $0.5 million and $0.4 million during the
current three and six month periods ended June 30, 2003, respectively, as
compared to the same periods in 2002. The increases in life insurance mortality
expense are primarily due to an increase in net amount at risk per death claim.
Reinsurance premium ceded decreased $0.2 million (or 30%) and $0.2 million (or
23%) during the current three and six month periods ended June 30, 2003,
respectively, as compared to the same periods in 2002. The decreases in
reinsurance premium ceded are attributable to a decrease in life insurance
inforce.
Amortization of deferred policy acquisition costs increased $0.6 million (or
58%) and $0.6 million (or 33%) during the current three and six month periods
ended June 30, 2003, respectively, as compared to the same periods in 2002. The
increases in amortization of deferred policy acquisition costs are primarily due
to the increases in interest related realized investment gains incurred during
2003.
SEGMENT INFORMATION
The products that comprise the Annuity and Life Insurance segments generally
possess similar economic characteristics. As such, the financial condition and
results of operations of each business segment are generally consistent with the
Company's consolidated financial condition and results of operations presented
herein.
17
ITEM 4. Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have
concluded, based on their evaluation as of the end of the period covered by this
quarterly report on Form 10-Q, that the Company's disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934) are effective. There have been no changes in the Company's
internal control over financial reporting that occurred during the period
covered by this quarterly report on Form 10-Q that have materially affected, or
are reasonably likely to materially affect, the Company's internal control over
financial reporting.
18
PART II Other Information
Item 1. Legal Proceedings.
Nothing to report.
Item 5. Other Information.
Nothing to report.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
3.1 Certificate of Amendment of the Charter of ML Life Insurance
Company of New York. (Incorporated by reference to Exhibit
6(a)(ii) to Post-Effective Amendment No. 10 to ML of New York
Variable Annuity Account A's registration statement on Form N-4,
File No. 33-43654, filed December 9, 1996.)
3.2 By-Laws of ML Life Insurance Company of New York. (Incorporated
by reference to Exhibit 6(b) to Post-Effective Amendment No. 10
to ML of New York Variable Annuity Account A's registration
statement on Form N-4, File No. 33-43654, filed December 9,
1996.)
4.1 Modified Guaranteed Annuity Contract. (Incorporated by reference
to Exhibit 4(a) to Pre-Effective Amendment No. 1 to the
Registrant's registration statement on Form S-1, File No.
33-34562, filed October 16, 1990.)
4.2 Modified Guaranteed Annuity Contract Application. (Incorporated
by reference to Exhibit 4(b) to Pre-Effective Amendment No. 1 to
the Registrant's registration statement on Form S-1, File No.
33-34562, filed October 16, 1990.)
4.3 Qualified Retirement Plan Endorsement. (Incorporated by
reference to Exhibit 4(c) to Pre-Effective Amendment No. 1 to
the Registrant's registration statement on Form S-1, File No.
33-34562, filed October 16, 1990.)
4.4 IRA Endorsement. (Incorporated by reference to Exhibit 4(d) to
Pre-Effective Amendment No. 1 to the Registrant's registration statement
on Form S-1, File No. 33-34562, filed October 16, 1990.)
4.5 Company Name Change Endorsement. (Incorporated by reference to Exhibit
4(e) to Post-Effective Amendment No. 3 to the Registrant's registration
statement on Form S-1, File No. 33-34562, filed March 30, 1992.)
4.6 IRA Endorsement, MLNY009 (Incorporated by reference to Exhibit 4(d)(2)
to Post-Effective Amendment No. 1 to the Registrant's registration
statement on Form S-1, File No. 33-60288, filed March 31, 1994).
4.7 Modified Guaranteed Annuity Contract MLNY-AY-991/94. (Incorporated by
reference to Exhibit 4(a)(2) to Post-Effective Amendment No. 3 to the
Registrant's registration statement on Form S-1, File No. 33-60288,
filed December 7, 1994).
4.8 Qualified Retirement Plan Endorsement MLNY-AYQ-991/94. (Incorporation by
reference to Exhibit 4(c)(2) to Post-Effective Amendment No. 3 to the
Registrant's registration statement on Form S-1, File No. 33-60288,
filed December 7, 1994).
10.1 General Agency Agreement between Royal Tandem Life Insurance Company and
Merrill Lynch Life Agency Inc. (Incorporated by reference to Exhibit
10(a) to Pre-Effective Amendment No. 1 to the Registrant's registration
statement on Form S-1, File No. 33-34562, filed October 16, 1990.)
10.2 Investment Management Agreement by and between Royal Tandem Life
Insurance Company and Equitable Capital Management Corporation.
(Incorporated by reference to Exhibit 10(b) to Pre-Effective Amendment
No. 1 to the Registrant's registration statement on Form S-1, File No.
33-34562, filed October 16, 1990.)
10.3 Shareholders' Agreement by and among The Equitable Life Assurance
Society of the United States and Merrill Lynch & Co., Inc. and Tandem
Financial Group, Inc. (Incorporated by reference to Exhibit 10(c) to
Pre-Effective Amendment No. 1 to the Registrant's registration statement
on Form S-1, File No. 33-34562, filed October 16, 1990.)
10.4 Service Agreement by and between Royal Tandem Life Insurance Company and
Tandem Financial Group, Inc. (Incorporated by reference to Exhibit 10(d)
to Pre-Effective Amendment No. 1 to the Registrant's registration
statement on Form S-1, File No. 33-34562, filed October 16, 1990.)
10.5 Service Agreement by and between Tandem Financial Group, Inc. and
Merrill Lynch & Co., Inc. (Incorporated by reference to Exhibit 10(e) to
Pre-Effective
Amendment No. 1 to the Registrant's registration statement on
Form S-1, File No. 33-34562, filed October 16, 1990.)
10.6 Form of Investment Management Agreement by and between Royal
Tandem Life Insurance Company and Merrill Lynch Asset
Management, Inc. (Incorporated by reference to Exhibit 10(f) to
Post-Effective Amendment No. 1 to the Registrant's registration
statement on Form S-1, File No. 33-34562, filed March 7, 1991.)
10.7 Assumption Reinsurance Agreement between Merrill Lynch Life
Insurance Company, Tandem Insurance Group, Inc. and Royal Tandem
Life Insurance Company and Family Life Insurance Company.
(Incorporated by reference to Exhibit 10(g) to Post-Effective
Amendment No. 3 to the Registrant's registration statement on
Form S-1, File No. 33-34562, filed March 30, 1992.)
10.8 Indemnity Agreement between ML Life Insurance Company of New
York and Merrill Lynch Life Agency, Inc. (Incorporated by
reference to Exhibit 10(h) to Post-Effective Amendment No. 3 to
the Registrant's registration statement on Form S-1, File No.
33-34562, filed March 30, 1992.)
10.9 Amended General Agency Agreement between ML Life Insurance
Company of New York and Merrill Lynch Life Agency, Inc.
(Incorporated by reference to Exhibit 10(i) to Post-Effective
Amendment No. 3 to the Registrant's registration statement on
Form S-1, File No. 33-34562, filed March 30, 1992.)
10.10 Amended Management Agreement between ML Life Insurance Company
of New York and Merrill Lynch Asset Management, Inc.
(Incorporated by reference to Exhibit 10(j) to the Registrant's
registration statement on Form S-1, File No. 33-60288, filed
March 30, 1993.)
10.11 Mortgage Loan Servicing Agreement between ML Life Insurance
Company of New York and Merrill Lynch & Co., Inc. (Incorporated
by reference to Exhibit 10(k) to Post-Effective Amendment No. 4
to the Registrant's registration statement on Form S-1, File No.
33-60288, filed March 29, 1995.)
31.1 Certification by the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification by the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification by the Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
32.2 Certification by the Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the last quarter.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ML LIFE INSURANCE COMPANY OF NEW YORK
/s/ JOSEPH E. JUSTICE
-----------------------------------------
Joseph E. Justice
Senior Vice President, Treasurer and
Chief Financial Officer
Date: August 13, 2003
EXHIBIT INDEX
31.1 Certification by the Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.2 Certification by the Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification by the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
32.2 Certification by the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.