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8-K - FORM 8-K - DELPHI FINANCIAL GROUP INC/DEd302199d8k.htm

Exhibit 99.1

 

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For Immediate Release

Delphi Financial Announces Fourth Quarter and

Full Year 2011 Financial Results

Fourth Quarter Operating Earnings Per Share of $0.88, Net Income Per Share of $0.67;

2011 Operating Earnings Per Share of $3.43, Net Income Per Share of $3.16

Diluted Book Value Per Share up 16.6% to $31.60

Wilmington, Delaware – February 15, 2012 – Delphi Financial Group, Inc. (NYSE: DFG) announced today that operating earnings (1) were $49.4 million or $0.88 per diluted share for the fourth quarter of 2011 compared to $54.1 million or $0.97 per share for the fourth quarter of 2010. Net income attributable to shareholders was $38.0 million or $0.67 per diluted share, compared to $52.9 million or $0.95 per share in the fourth quarter of 2010. For the year ended December 31, 2011, operating earnings were $193.9 million or $3.43 per diluted share, up from $190.7 million or $3.42 per share in 2010. Net income attributable to shareholders in 2011 was $178.7 million or $3.16 per diluted share, up from $168.9 million or $3.03 per share in 2010. Net income in the fourth quarter and full-year 2011 was reduced by $5.5 million or $0.10 per diluted share from corporate expenses related to Delphi’s proposed merger with Tokio Marine Holdings, Inc., which was announced on December 21, 2011. The $2.7 billion transaction is expected to close in the second quarter of 2012.

Financial highlights for 2011 include the following (2):

 

   

Core premium income of $1.49 billion, an increase of 9.6% from 2010;

 

   

Core production of $334.6 million, an increase of 11.2% from 2010;

 

   

Annuity sales of $507.7 million, an increase of 34.5% from 2010;

 

   

Annuity funds under management increased to $2.1 billion, up 20.1% from December 31, 2010;

 

   

Annualized operating return on beginning shareholders’ equity in 2011 of 12.7%; and

 

   

Record shareholders’ equity of $1.77 billion and record diluted book value per share of $31.60 at December 31, 2011;

Robert Rosenkranz, Chairman and Chief Executive Officer, said, “Delphi achieved excellent top-line growth and double-digit operating returns in 2011 despite difficult economic conditions, as we capitalized on the leadership positions of Reliance Standard Life and Safety National in their attractive specialty markets. Following the closing of the merger, we expect to build on our track record of growth and profitability as we benefit from the substantial global resources of the Tokio Marine group.”

Group Employee Benefit Segment

Core group employee benefit premiums for the fourth quarter of 2011 were $384.2 million, up 11.0% from the fourth quarter of 2010. Core premiums at Delphi’s Safety National subsidiary rose 18.8% while core premiums at Delphi’s Reliance Standard Life subsidiary increased 8.2%. Core production in the fourth quarter of 2011 declined 10.2% from the fourth quarter of 2010, with core production at Safety National decreasing 1.6% and core production at Reliance Standard Life decreasing 11.2%.


Delphi Financial Reports Fourth Quarter and Full Year 2011 Results

 

For the full-year 2011, core group employee benefit premiums were $1.49 billion, up 9.6% from 2010. Core premiums at Safety National rose 18.1% while core premiums at Reliance Standard Life increased 6.8%. Core production in 2011 increased 11.2%, with core production at Safety National increasing 45.9% and core production at Reliance Standard Life increasing 2.2%.

Delphi’s group employee benefit combined ratio in the fourth quarter of 2011 was 96.2% compared to 96.5% for the fourth quarter of 2010. The group employee benefit combined ratio for the full year 2011 was 95.3%, unchanged from 2010.

Operating income for the group employee benefit segment for the fourth quarter of 2011 was $73.2 million, a 3.4% decrease from $75.8 million in the fourth quarter of 2010. For the full year 2011, operating income for the group employee benefit segment was $286.6 million, an increase of 1.9% from $281.2 million in 2010.

Asset Accumulation Segment

Delphi’s asset accumulation segment, which is primarily focused on individual fixed annuities, achieved new annuity sales of $85.5 million in the fourth quarter of 2011, a decrease of 20.0% from the fourth quarter of 2010. For the full-year 2011, new annuity sales rose to $507.7 million, an increase of 34.5% from 2010. Funds under management at December 31, 2011 were $2.1 billion, up 20.1% from $1.7 billion at December 31, 2010.

Operating income for the asset accumulation segment for the fourth quarter of 2011 was $11.2 million, a decrease of 25.7% from $15.1 million the fourth quarter of 2010. For the full-year 2011, operating income for the asset accumulation segment was $39.7 million, a decline of 16.2% from $47.4 million in 2010.

Investments

Delphi’s net investment income in the fourth quarter of 2011 was $95.5 million, a decrease of 6.4% from $102.1 million in the fourth quarter of 2010. Invested assets at December 31, 2011 were $7.5 billion, an increase of 14.0% from $6.5 billion at December 31, 2010. The tax equivalent yield on the Company’s investment portfolio in the fourth quarter of 2011 was 5.6% compared to 6.8% in the fourth quarter of 2010.

Net investment income in the full-year 2011 was $351.1 million, unchanged from $351.2 million in 2010. The tax equivalent yield on the Company’s investment portfolio in 2011 was 5.6% compared to 6.3% in 2010.

Investment income was impacted in the fourth quarter by the challenging environment for fixed income securities, with interest rates trending lower and spreads remaining tight. In addition, the Company’s alternative investments, which have historically provided enhanced investment income and reduced overall portfolio volatility, had a slightly positive total return in the fourth quarter of 0.2%, compared with total return of 6.4% in the fourth quarter of 2010. For the full-year 2011, alternative investments had a total return of 3.2% compared with a total return of 15.5% in 2010.


Delphi Financial Reports Fourth Quarter and Full Year 2011 Results

 

Delphi reported after-tax net realized investment losses in the fourth quarter of 2011 of $(5.9) million, including other-than-temporary impairments (“OTTI”) of $(4.0) million, compared with after-tax net realized investment gains of $1.2 million, including OTTI of $(7.1) million, in the fourth quarter of 2010. For the full-year 2011, Delphi reported after-tax net realized investment losses of $(9.7) million, including other-than-temporary impairments (“OTTI”) of $(19.5) million, compared with after-tax net realized investment losses of $(16.8) million, including OTTI of $(39.7) million, in 2010.

Capitalization and Shareholders’ Equity

Shareholders’ equity at December 31, 2011 increased 15.8% to a record $1.77 billion from $1.53 billion at December 31, 2010. Diluted book value per share reached a record $31.60 at December 31, 2011, up 16.6% from $27.09 at December 31, 2010.

Total capitalization at December 31, 2011 was $2.3 billion, including $375 million of corporate debt and $175 million of junior subordinated debentures. Corporate debt to total capitalization was 16.1% at December 31, 2011 and holding company financial resources were a comfortable $172.7 million.

About Delphi Financial Group, Inc.

Delphi Financial Group, Inc. is a financial services company focused on specialty insurance and insurance-related businesses. Delphi is a leader in managing all aspects of employee absence to enhance the productivity of its clients and provides the related group insurance coverages: long-term and short-term disability, life, excess workers’ compensation for self-insured employers, large casualty programs including large deductible workers’ compensation, travel accident, dental and limited benefit health insurance. Delphi’s asset accumulation business emphasizes individual annuity products. Delphi’s common stock is listed on the New York Stock Exchange under the symbol DFG and its corporate website address is www.delphifin.com.

Cautionary Note Regarding Forward-Looking Statements

In connection with, and because it desires to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Delphi cautions readers regarding certain forward-looking statements in the foregoing discussion and in any other statements made by, or on behalf of, Delphi, whether in future filings with the Securities and Exchange Commission or otherwise. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, prospects, outlooks or other developments. Some forward-looking statements may be identified by the use of terms such as “expects,” “believes,” “anticipates,” “intends,” “judgment,” “outlook,” “effort,” “attempt,” “achieve,” “project,” or other similar expressions. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic, competitive and other uncertainties and contingencies, many of which are beyond Delphi’s control and many of which, with respect to future business decisions, are subject to change. Examples of such uncertainties and contingencies include, among other important factors, those affecting the insurance industry generally, such as the economic and interest rate environment, federal and state legislative and regulatory developments, including but not limited to changes in financial services, employee benefit and tax laws and regulations, changes in accounting rules or interpretations thereof, market pricing and competitive trends relating to insurance products and services, acts of terrorism or war, and the availability and cost of reinsurance, and those relating


Delphi Financial Reports Fourth Quarter and Full Year 2011 Results

 

specifically to Delphi’s business, such as the level of its insurance premiums and fee income, the claims experience, persistency and other factors affecting the profitability of its insurance products, the performance of its investment portfolio and changes in Delphi’s investment strategy, acquisitions of companies or blocks of business, ratings by major rating organizations of Delphi and its insurance subsidiaries, customer loss and business disruption, including but not limited to, difficulties in maintaining relationships with employees, customers or suppliers, may be greater than expected following the announcement of the merger with Tokio Marine Holdings, Inc., the retention of certain key employees at Delphi, the conditions to the completion of the merger with Tokio Marine Holdings, Inc. may not be satisfied, or the regulatory approvals required for the merger may not be obtained on the terms expected or on the anticipated schedule and the parties to the merger may not be able to meet expectations regarding the timing, completion and accounting and tax treatments of the merger. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, Delphi. Forward-looking statements contained in the foregoing discussion are made as of the date of this press release and Delphi disclaims any obligation to update these or any other forward-looking statements.

Non-GAAP Financial Measures

In presenting the Company’s financial results, management has included and discussed certain financial measures that are not calculated under standards or rules that comprise U.S. GAAP. Such measures are referred to as non-GAAP. These measures should not be viewed as a substitute for those determined in accordance with U.S. GAAP. These non-GAAP financial measures are used by Delphi management in the management of its operations. Management of Delphi believes that showing these non-GAAP financial measures enables investors, analysts, rating agencies and other users of its financial information to more easily analyze Delphi’s results of operations in a manner similar to how management analyzes Delphi’s underlying performance.

Operating earnings, which is a non-GAAP financial measure, consists of net income attributable to shareholders excluding after-tax realized investment gains and losses, losses on early retirement of senior notes, merger-related corporate expenses and results from discontinued operations, as applicable. The Company believes that because these excluded items arise from events that are largely within management’s discretion and whose fluctuations can distort comparisons between periods, a measure excluding their impact is useful in analyzing the Company’s operating trends. Investment gains or losses are realized based on management’s decision to dispose of an investment, and investment losses are realized based on management’s judgment that a decline in the market value of an investment is other than temporary. Early retirement of senior notes occurs based on management’s decision to redeem or repurchase these notes. Merger-related corporate expenses represent costs incurred during 2011, primarily for external legal and financial advisory services, relating to the proposed merger with Tokio Marine. Discontinued operations result from management’s decision to exit or sell a particular business. Thus, these excluded items are not reflective of the Company’s ongoing earnings capacity, and trends in the earnings of the Company’s underlying insurance operations can be more clearly identified without their effects. For these reasons, management uses the measure of operating earnings to assess performance and make operating plans and decisions, and the Company believes that analysts and investors typically utilize measures of this type as one element of their evaluations of insurers’ financial performance. However, gains or losses associated with these excluded items, particularly as to investments, can occur frequently and should not be considered as nonrecurring items. Further, operating earnings should not be considered a substitute for net income attributable to shareholders, the most directly comparable GAAP measure, as an indication of the Company’s overall financial performance and may not be


Delphi Financial Reports Fourth Quarter and Full Year 2011 Results

 

calculated in the same manner as similarly titled captions in other companies’ financial statements. For reconciliations of the amounts of operating earnings to the corresponding amounts of net income attributable to shareholders for the indicated periods, see the table captioned “Non-GAAP Financial Measures – Reconciliation to GAAP” which follows.

Annualized operating return on beginning shareholders’ equity, which is a non-GAAP financial measure, is based on operating earnings divided by beginning shareholders’ equity. For reconciliations of the amounts of annualized operating return on equity to the corresponding amounts of annualized net income return on equity for the indicated periods, see the table captioned “Non-GAAP Financial Measures – Reconciliation to GAAP” which follows.

 

  (1) Information regarding this and other non-GAAP financial measures included in this press release can be found under the caption “Non-GAAP Financial Measures” above.

 

  (2) In October 2010, the FASB issued guidance limiting the extent to which an insurer may capitalize costs incurred in the acquisition of an insurance contract. The guidance provides that, in order to be capitalized, such costs must be incremental and directly related to the acquisition of a new or renewal insurance contract. Insurers may only capitalize costs related to successful efforts in attaining a contract and advertising costs may only be capitalized if certain direct response advertising criteria are met. This guidance is effective for interim and annual reporting periods beginning after December 15, 2011, with either prospective or retrospective adoption permitted. Effective January 1, 2011, Delphi elected to adopt this guidance on a retrospective basis, which resulted in the write-off of the portion of its cost of business acquired that does not satisfy the standards for being capitalized under such guidance, as well as the restatement of certain of Delphi’s financial information for prior periods. Accordingly, the 2010 financial information has been restated to increase operating earnings per share for the fourth quarter of 2010 by $0.01, and to reduce diluted book value per share at December 31, 2010 by $1.07. Detailed financial data concerning these matters is contained in the Company’s Fourth Quarter 2011 Financial Supplement, which is available on the Company’s website at www.delphifin.com/financial/stats11.html.

 

Contact:    Bernard J. Kilkelly
   Vice President, Investor Relations
   Delphi Financial Group, Inc.
Phone:    212-303-4349
E-mail:    bkilkelly@dlfi.com

####


DELPHI FINANCIAL GROUP, INC.

Non-GAAP Financial Measures

Reconciliation to GAAP

(Unaudited; in thousands, except per share data)

 

     Three Months Ended     Twelve Months Ended  
     12/31/2011     12/31/2010     12/31/2011     12/31/2010  

Income Statement Data

        

Operating earnings

   $ 49,432      $ 54,083      $ 193,921      $ 190,713   

Net realized investment (losses) gains (A)

     (5,888     1,243        (9,691     (16,819

Loss on early retirement of senior notes (B)

     —          (2,401     —          (4,983

Merger-related corporate expenses (C)

     (5,534     —          (5,534     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to shareholders (GAAP measure)

   $ 38,010      $ 52,925      $ 178,696      $ 168,911   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted results per share of common stock attributable to shareholders:

        

Operating earnings

   $ 0.88      $ 0.97      $ 3.43      $ 3.42   

Net realized investment (losses) gains (A)

     (0.11     0.02        (0.17     (0.30

Loss on early retirement of senior notes (B)

     —          (0.04     —          (0.09

Merger-related corporate expenses (C)

     (0.10     —          (0.10     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to shareholders (GAAP measure)

   $ 0.67      $ 0.95      $ 3.16      $ 3.03   
  

 

 

   

 

 

   

 

 

   

 

 

 

Annualized operating return on beginning shareholders’ equity

     11.5     13.7     12.7     14.7

Annualized net income return on beginning shareholders’ equity (GAAP measure)

     8.8     13.4     11.7     13.0

 

(A) Net of an income tax benefit (expense) of $3.2 million, $(0.7) million, $5.2 million and $9.1 million, or $0.06 per diluted share, $(0.01) per diluted share, $0.09 per diluted share and $0.16 per diluted share for the three months ended 12/30/2011 and 12/31/2010 and the full year ended 12/31/2011 and 12/31/2010, respectively. The tax effect is calculated using the Company’s statutory tax rate of 35%.
(B) Net of an income tax benefit of $1.3 million or $0.02 per diluted share for the three months ended 12/31/2010 and $2.7 million or $0.05 per diluted share for the full year ended 12/31/2010. The tax effect is calculated using the Company’s statutory tax rate of 35%.
(C) These expenses are included in the “Commissions and expenses” line of the accompanying Consolidated Statements of Income for the three months and twelve months ended December 31, 2011. Any related tax benefits have not been recognized.


DELPHI FINANCIAL GROUP, INC.

Consolidated Statements of Income

(Unaudited; in thousands, except per share data)

 

     Three Months Ended     Twelve Months Ended  
     12/31/2011     12/31/2010     12/31/2011     12/31/2010  

Revenue:

        

Premium and fee income

   $ 404,209      $ 362,214      $ 1,564,239      $ 1,419,562   

Net investment income

     95,493        102,057        351,080        351,227   

Net realized investment (losses) gains:

        

Total other than temporary impairment losses

     (6,684     (14,585     (33,967     (77,403

Less: Portion of other than temporary impairment losses recognized in other comprehensive income

     463        3,697        4,033        16,296   
  

 

 

   

 

 

   

 

 

   

 

 

 
        

Net impairment losses recognized in earnings

     (6,221     (10,888     (29,934     (61,107

Other net realized investment (losses) gains

     (2,837     12,801        15,025        35,232   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net realized investment (losses) gains

     (9,058     1,913        (14,909     (25,875

Loss on early retirement of senior notes

     —          (3,694     —          (7,666
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     490,644        462,490        1,900,410        1,737,248   
  

 

 

   

 

 

   

 

 

   

 

 

 

Benefits and expenses:

        

Benefits, claims and interest credited to policyholders

     301,350        263,783        1,135,811        1,005,385   

Commissions and expenses

     129,153        119,753        494,886        469,145   
  

 

 

   

 

 

   

 

 

   

 

 

 
     430,503        383,536        1,630,697        1,474,530   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     60,141        78,954        269,713        262,718   

Interest expense:

        

Corporate debt

     6,129        6,732        24,195        30,102   

Junior subordinated debentures

     3,242        3,241        12,981        12,971   

Income tax expense

     12,508        14,995        52,660        49,558   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     38,262        53,986        179,877        170,087   

Less: Net income attributable to noncontrolling interest

     252        1,061        1,181        1,176   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to shareholders

   $ 38,010      $ 52,925      $ 178,696      $ 168,911   
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic results per share of common stock:

        

Net income attributable to shareholders

   $ 0.68      $ 0.95      $ 3.19      $ 3.05   

Weighted average shares outstanding

     55,827        55,458        55,961        55,327   

Diluted results per share of common stock:

        

Net income attributable to shareholders

   $ 0.67      $ 0.95      $ 3.16      $ 3.03   

Weighted average shares outstanding

     56,423        55,978        56,608        55,750   

Dividends paid per share of common stock

   $ 0.12      $ 0.11      $ 0.47      $ 0.42   


DELPHI FINANCIAL GROUP, INC.

Summarized Consolidated Balance Sheets

(Unaudited; in thousands)

 

     12/31/2011     12/31/2010  

Assets:

    

Investments:

    

Fixed maturity securities, available for sale

   $ 6,489,637      $ 5,717,090   

Short-term investments

     277,552        334,215   

Investment accounts receivable

     24,406        45,645   

Other investments

     678,133        453,033   
  

 

 

   

 

 

 
     7,469,728        6,549,983   

Cash

     93,898        72,806   

Cost of business acquired

     156,675        149,325   

Reinsurance receivables

     365,391        360,255   

Premiums receivable

     154,612        130,111   

Accrued investment income

     74,672        60,831   

Goodwill

     93,929        93,929   

Other assets

     108,138        120,635   

Assets held in separate account

     117,365        123,674   
  

 

 

   

 

 

 

Total assets

   $ 8,634,408      $ 7,661,549   
  

 

 

   

 

 

 

Liabilities and Equity:

    

Future policy benefits:

    

Life

   $ 328,678      $ 331,816   

Disability and accident

     845,750        812,258   

Unpaid claims and claim expenses

    

Life

     57,049        53,763   

Disability and accident

     481,826        457,642   

Casualty

     1,506,129        1,314,910   

Policyholder account balances

     2,100,675        1,753,744   

Unearned premium reserve

     192,261        159,169   

Corporate debt

     375,000        375,000   

Junior subordinated debentures

     175,000        175,000   

Advances from Federal Home Loan Bank

     55,342        55,342   

Investment accounts payable

     41,719        27,667   

Net deferred tax liability

     135,559        75,545   

Other liabilities and policyholder funds

     442,172        410,889   

Liabilities related to separate account

     117,365        123,674   
  

 

 

   

 

 

 

Total liabilities

     6,854,525        6,126,419   
  

 

 

   

 

 

 

Equity:

    

Class A Common Stock

     568        565   

Class B Common Stock

     63        60   

Additional paid-in capital

     705,036        682,816   

Accumulated other comprehensive income

     107,529        30,932   

Retained earnings

     1,165,756        1,013,369   

Treasury stock, at cost

     (206,931     (197,246
  

 

 

   

 

 

 

Total shareholders’ equity

     1,772,021        1,530,496   

Noncontrolling interest

     7,862        4,634   
  

 

 

   

 

 

 

Total equity

     1,779,883        1,535,130   
  

 

 

   

 

 

 

Total liabilities and equity

   $ 8,634,408      $ 7,661,549   
  

 

 

   

 

 

 


DELPHI FINANCIAL GROUP, INC.

Consolidated Statements of Cash Flows

(Unaudited; in thousands)

 

     Twelve Months Ended  
     12/31/2011     12/31/2010  

Operating activities:

    

Net income attributable to shareholders

   $ 178,696      $ 168,911   

Adjustments to reconcile net income attributable to shareholders to net cash provided by operating activities:

    

Change in policy liabilities and policyholder accounts

     308,172        213,687   

Net change in reinsurance receivables and payables

     (7,987     (5,322

Net change in premiums receivable

     (24,501     (3,176

Amortization, principally the cost of business acquired and investments

     35,932        47,090   

Deferred costs of business acquired

     (98,351     (88,808

Net realized losses on investments

     14,909        25,875   

Net change in federal income taxes

     31,612        24,128   

Other

     38,464        (19,583
  

 

 

   

 

 

 

Net cash provided by operating activities

     476,946        362,802   
  

 

 

   

 

 

 

Investing activities:

    

Purchases of investments and loans made

     (3,188,213     (2,451,199

Sales of investments and receipts from repayment of loans

     1,936,963        1,463,446   

Maturities of investments

     446,086        291,475   

Net change in short-term investments

     56,663        72,567   
  

 

 

   

 

 

 

Net cash used by investing activities

     (748,501     (623,711
  

 

 

   

 

 

 

Financing activities:

    

Deposits to policyholder accounts

     525,913        389,720   

Withdrawals from policyholder accounts

     (205,024     (113,241

Proceeds from issuance of 2020 Senior Notes

     —          250,000   

Borrowings under bank credit facility

     —          175,000   

Principal payments under bank credit facility

     —          (272,000

Early retirement of senior notes

     —          (143,750

Acquisition of treasury stock

     (9,685     —     

Cash dividends paid on common stock

     (26,309     (23,247

Other financing activities

     7,752        5,769   
  

 

 

   

 

 

 

Net cash provided by financing activities

     292,647        268,251   
  

 

 

   

 

 

 

Increase in cash

     21,092        7,342   

Cash at beginning of year

     72,806        65,464   
  

 

 

   

 

 

 

Cash at end of year

   $ 93,898      $ 72,806