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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 2002
[ ] 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 0-29788
SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands 98-0362785
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
P.O. Box HM 2939
Crown House, Third Floor
4 Par-la-Ville Road
Hamilton HM08
Bermuda
Not Applicable
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (441) 295-4451
(Former name, former address and former fiscal year,
if changed since last report)
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
As of August 1, 2002, Registrant had 26,909,956 ordinary shares outstanding.
Table of Contents
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets - June 30, 2002 (Unaudited)
and December 31, 2001 1
Unaudited Consolidated Statements of Income - Three and
six months ended June 30, 2002 and 2001 2
Unaudited Consolidated Statements of Comprehensive Income
- Six months ended June 30, 2002 and 2001 4
Unaudited Consolidated Statements of Shareholders' Equity
- Six months ended June 30, 2002 and 2001 5
Unaudited Consolidated Statements of Cash Flows
- Six months ended June 30, 2002 and 2001 6
Notes to Unaudited Consolidated Financial Statements at June 30, 2002 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 13
CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 27
PART II OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS 28
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS 28
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 28
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 28
ITEM 5 OTHER INFORMATION 29
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K 29
SIGNATURES 32
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Scottish Annuity & Life Holdings, Ltd.
Consolidated Balance Sheets
(Dollars in thousands)
June 30, December 31,
2002 2001
(unaudited)
-------------------- --------------------
ASSETS
Fixed maturity investments, available for sale, at fair value
(Amortized cost $697,183; 2001 - $588,542) $ 698,519 $ 583,890
Investment in unit-linked securities 19,299 20,705
Cash and cash equivalents 57,627 94,581
Policy loans 760 801
Other investments 9,949 10,120
Funds withheld at interest 879,555 562,446
-------------------- --------------------
Total investments 1,665,709 1,272,543
Amount receivable under Funding Agreement 100,000 -
Receivables:
Accrued interest 10,020 9,335
Risk fees 1,845 1,436
Reinsurance 54,860 59,221
Deferred acquisition costs 150,464 113,898
Amount recoverable from reinsurers 19,886 19,212
Present value of in-force business 19,303 20,383
Goodwill 32,246 30,970
Fixed assets 5,566 5,459
Due from related party 1,933 1,892
Other assets 7,923 8,764
Segregated assets 573,155 602,800
-------------------- --------------------
Total assets $2,642,910 $2,145,913
==================== ====================
LIABILITIES
Reserves for future policy benefits $ 382,297 $ 379,618
Interest sensitive contract liabilities 1,055,892 718,815
Unit-linked contract liabilities 20,139 25,503
Borrowings 22,331 65,145
Accounts payable and accrued expenses 10,750 12,532
Reinsurance payables 4,459 4,258
Other liabilities 2,802 -
Current income tax payable 869 359
Deferred tax liability 6,053 5,601
Amount payable under Funding Agreement 100,000 -
Segregated liabilities 573,155 602,800
-------------------- --------------------
Total liabilities 2,178,747 1,814,631
-------------------- --------------------
SHAREHOLDERS' EQUITY
Share capital, par value $0.01 per ordinary share:
Issued and fully paid: 26,909,956 ordinary shares
(2001 - 20,144,956) 269 201
Additional paid-in capital 415,970 301,542
Accumulated other comprehensive income 4,264 (3,626)
Retained earnings 43,660 33,165
-------------------- --------------------
Total shareholders' equity 464,163 331,282
-------------------- --------------------
Total liabilities and shareholders' equity $2,642,910 $2,145,913
==================== ====================
See Accompanying Notes to Unaudited Consolidated Financial Statements
1
Scottish Annuity & Life Holdings, Ltd.
Unaudited Consolidated Statements of Income
(Dollars in thousands)
Three months Three months Six months Six months
ended ended ended ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------------- ------------------ ------------------ -------------------
REVENUES
Premiums earned $ 37,628 $ 11,311 $ 68,983 $ 20,830
Fee income 2,201 919 4,275 1,618
Investment income, net 26,147 10,515 47,877 22,262
Realized gains (losses) (1,815) 420 (3,279) 458
------------------- ------------------ ------------------ -------------------
Total revenues 64,161 23,165 117,856 45,168
------------------- ------------------ ------------------ -------------------
BENEFITS AND EXPENSES
Claims and other policy benefits 26,656 10,292 50,543 17,626
Interest credited to interest sensitive
contract liabilities 11,228 2,818 20,406 7,038
Acquisition costs and other insurance expenses, net 11,575 3,152 22,212 7,267
Operating expenses 6,632 2,412 10,976 5,043
Interest expense 138 314 482 314
------------------- ------------------ ------------------ -------------------
Total benefits and expenses 56,229 18,988 104,619 37,288
------------------- ------------------ ------------------ -------------------
Net income before income taxes and minority
interest 7,932 4,177 13,237 7,880
Income tax benefit (expense) (83) 108 (390) 57
------------------- ------------------ ------------------ -------------------
Net income before minority interest 7,849 4,285 12,847 7,937
Minority interest - 9 - 71
------------------- ------------------ ------------------ -------------------
Income before cumulative effect of change in 7,849 4,294 12,847 8,008
accounting principle
Cumulative effect of change in accounting principle - (406) - (406)
------------------- ------------------ ------------------ -------------------
Net income $ 7,849 $ 3,888 $ 12,847 $ 7,602
=================== ================== ================== ===================
See Accompanying Notes to Unaudited Consolidated Financial Statements
2
Scottish Annuity & Life Holdings, Ltd.
Unaudited Consolidated Statements of Income (continued)
(Dollars in thousands, except per share data)
Three months Three months Six months Six months
ended ended ended ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------------- ------------------ ------------------ -------------------
Earnings per ordinary share - Basic
Net income before cumulative effect of change in
accounting principle $0.29 $0.27 $0.55 $0.51
Cumulative effect of change in accounting principle - (0.02) - (0.02)
------------------- ------------------ ------------------ -------------------
Net Income $0.29 $0.25 $0.55 $0.49
=================== ================== ================== ===================
Earnings per ordinary share -Diluted
Net income before cumulative effect of change in
accounting principle $0.28 $0.26 $0.51 $0.49
Cumulative effect of change in accounting principle - (0.02) - (0.02)
------------------- ------------------ ------------------ -------------------
Net Income $0.28 $0.24 $0.51 $0.47
=================== ================== ================== ===================
Dividends per ordinary share $0.05 $0.05 $0.10 $0.10
=================== ================== ================== ===================
Weighted average number of ordinary shares outstanding
Basic 26,683,204 15,657,842 23,432,731 15,636,250
=================== ================== ================== ===================
Diluted 28,504,230 16,246,309 24,946,671 16,191,632
=================== ================== ================== ===================
See Accompanying Notes to Unaudited Consolidated Financial Statements
3
Scottish Annuity & Life Holdings, Ltd.
Unaudited Consolidated Statements of Comprehensive Income
(Dollars in thousands)
Six months ended Six months ended
June 30, 2002 June 30, 2001
----------------------- ----------------------
Net income $12,847 $ 7,602
----------------------- ----------------------
Other comprehensive income, net of tax
Unrealized appreciation on investments: 4,878 2,159
Add: reclassification adjustment for investment
losses included in net income 24 (457)
----------------------- ----------------------
Unrealized appreciation on investments net of income tax expense
of $1,085 and $121 4,902 1,702
----------------------- ----------------------
Cumulative translation adjustments 2,988 -
----------------------- ----------------------
Comprehensive income $20,737 $ 9,304
======================= ======================
See Accompanying Notes to Unaudited Consolidated Financial Statements
4
Scottish Annuity & Life Holdings, Ltd.
Unaudited Consolidated Statements of Shareholders' Equity
(Dollars in thousands)
Six months Six months
ended ended
June 30, 2002 June 30, 2001
------------------- ------------------
ORDINARY SHARES
Beginning of period 20,144,956 15,614,240
Ordinary shares issued 6,750,000 -
Issuance to employees on exercise of options 15,000 -
------------------- ------------------
End of period 26,909,956 15,614,240
------------------- ------------------
SHARE CAPITAL:
Beginning of period $ 201 $ 156
Ordinary shares issued 67 -
Issuance to employees on exercise of options 1 1
------------------- ------------------
End of period 269 157
------------------- ------------------
ADDITIONAL PAID-IN CAPITAL:
Beginning of period 301,542 223,771
Ordinary shares issued 114,284 -
Issuance to employees on exercise of options 144 1,298
------------------- ------------------
End of period 415,970 225,069
------------------- ------------------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Unrealized depreciation on investments
Beginning of period (3,626) (3,822)
Change in period (net of tax) 4,902 1,702
------------------- ------------------
End of period 1,276 (2,120)
------------------- ------------------
Cumulative translation adjustment 2,988 -
------------------- ------------------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
4,264 (2,120)
------------------- ------------------
RETAINED EARNINGS:
Beginning of period 33,165 19,459
Net income 12,847 7,602
Dividends paid (2,352) (1,566)
------------------- ------------------
End of period 43,660 25,495
------------------- ------------------
TOTAL SHAREHOLDERS' EQUITY $464,163 $248,601
=================== ==================
See Accompanying Notes to Unaudited Consolidated Financial Statements
5
Scottish Annuity & Life Holdings, Ltd.
Unaudited Consolidated Statements of Cash Flows
(Dollars in thousands)
Six months ended Six months ended
June 30, 2002 June 30, 2001
--------------------- --------------------
OPERATING ACTIVITIES
Net income $ 12,847 $ 8,008
Items not affecting cash:
Net realized (gains) losses 3,279 (458)
Amortization of investments 173 (637)
Amortization of deferred acquisition costs 13,622 4,635
Amortization of present value of inforce business 1,401 103
Interest credited to interest sensitive contract liabilities 20,406 7,038
Changes in assets and liabilities:
Accrued interest (685) 335
Risk fees (409) 2
Reinsurance receivables and payables 3,336 6,737
Deferred acquisition costs (50,188) (30,213)
Deferred tax benefit 514 (432)
Other assets (1,743) (603)
Current income tax receivable and payable 510 375
Reserve for future policy benefits (430) 69,563
Unit linked contract liabilities (6,704) -
Due from related party (41) -
Accounts payable and accrued expenses (1,782) (13,133)
Other 1,431 (546)
--------------------- --------------------
Net cash provided by (used in) operating activities (4,463) 50,774
--------------------- --------------------
INVESTING ACTIVITIES
Purchase of securities (218,605) (101,215)
Proceeds from sales of investments 71,223 181,933
Proceeds from maturity of investments 41,677 38,924
Other assets and liabilities 5,386 (330)
Funds withheld at interest (317,109) (31,123)
Costs on acquisition of World-Wide (1,276) -
Other investments 171 (12,119)
Policy loans 41 (435)
--------------------- --------------------
Net cash provided by (used in) investing activities (418,492) 75,635
--------------------- --------------------
FINANCING ACTIVITIES
Deposits to interest sensitive contract liabilities 346,748 46,890
Withdrawals from interest sensitive contract liabilities (30,077) (198,990)
Borrowings (42,814) 40,000
Issuance of ordinary shares 114,496 1,300
Dividends paid (2,352) (1,566)
--------------------- --------------------
Net cash provided by (used in) financing activities 386,001 (112,366)
--------------------- --------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (36,954) 14,043
Cash and cash equivalents, beginning of period 94,581 47,763
--------------------- --------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 57,627 $ 61,806
===================== ====================
See Accompanying Notes to Unaudited Consolidated Financial Statements
6
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
June 30, 2002
1. General
Scottish Annuity & Life Holdings, Ltd. is a holding company organized under
the laws of the Cayman Islands with its principal executive office in Bermuda.
We are a reinsurer of life insurance, annuities and annuity-type products. We
have operating companies in Bermuda, the Cayman Islands, Ireland, Luxembourg,
the United Kingdom and the United States.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in the
United States of America ("GAAP") and with 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 GAAP for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. The
results for the period are not necessarily indicative of the results to be
expected for the entire year.
For further information, refer to the consolidated financial statements and
footnotes included in our annual report on Form 10-K for the period ended
December 31, 2001.
All amounts are reported in thousands of United States dollars (except per
share amounts).
Prior period amounts have been reclassified to conform to the current year
presentation.
2. New accounting pronouncements
In June 2001, the Financial Accounting Standards Board issued SFAS 141,
"Business Combinations", and SFAS 142, "Goodwill and Other Intangible Assets,"
effective for fiscal years beginning after December 15, 2001. Under the new
rules, goodwill and intangible assets deemed to have indefinite lives are no
longer amortized but are subject to annual impairment tests in accordance with
the Statements. Other intangible assets will continue to be amortized over their
useful lives.
We have applied the new rules on accounting for goodwill and other
intangible assets in this quarter. Goodwill recognized in the consolidated
balance sheet has been assigned to reporting units. Goodwill was tested for
impairment at June 30, 2002. There was no impairment in goodwill recognized on
initial adoption. Our reported earnings and financial position for 2001 do not
reflect significant amounts of amortization of goodwill.
3. Change in Accounting Principle
EITF Issue No. 99-20("EITF 99-20"), "Recognition of Interest Income and
Impairment on Purchased and Retained Beneficial Interests in Securitized
Financial Assets", applies to all securities, purchased or retained, which
represent beneficial interests in securitized assets, unless they meet certain
exception criteria. Such securities include many collateralized mortgage, bond,
debt and loan obligations (CMO, CBO, CDO and CLO), mortgage-backed securities
and asset-backed securities. EITF 99-20 significantly changed the method of
assessing "other than temporary impairments" and for recognizing interest
income. A decline in fair value below the "amortized cost" basis is considered
to be an other than temporary impairment whenever there is an adverse change in
the amounts or timing of cash flows to be received, regardless of the resulting
yield, unless the decrease is solely a result of changes in market interest
rates. Interest income is based on prospective estimates of future cash flows.
EITF 99-20 is effective for fiscal quarters beginning after March 15, 2001. We
reviewed all applicable securities held at June 30, 2001, and identified a
required write down in the amount of $406,000. This was shown in the
consolidated statements of income as a cumulative effect of change in accounting
principle.
4. Business acquisitions
On December 31, 2001, we completed the purchase of World-Wide Holdings and
its wholly owned subsidiary World-Wide Reassurance. The excess of the purchase
price over net assets acquired was $32.2 million and is recorded as goodwill.
Goodwill arising on the purchase of World-Wide has increased from $30.6 million
at December 31, 2001 because of additional
7
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
June 30, 2002
costs of $1.6 million, relating to the acquisition, which were identified during
the six months ended June 30, 2002. These costs were principally legal and other
professional fees.
Pro forma information related to our acquisition of World-Wide Holdings is
prepared for the three and six-month periods ended June 30, 2001, and
illustrates the effects of the acquisition as if it had occurred at the
beginning of the period.
Scottish World-Wide Combined Scottish World-Wide Combined
Annuity & Life Holdings(1) Annuity & Life Holdings(1)
Holdings, Ltd. Holdings, Ltd.
Three months ended June 30, 2001 Six months ended June 30, 2001
Revenues $23,165 $9,398 $32,563 $45,168 $ 17,895 $64,063
================= ================ =============== ================= =============== ================
Income before cumulative
effect of change in
accounting principle $ 4,294 $ 517 $ 4,811 $8,008 $ 1,033 $ 9,041
Cumulative effect of change
in accounting principle (406) - (406) (406) - (406)
----------------- ---------------- --------------- ----------------- --------------- ----------------
Net income $ 3,888 $ 517 $ 4,405 $7,602 $ 1,033 $ 8,635
================= ================ =============== ================= =============== ================
Earnings per ordinary share -
basic (2) Income before
cumulative effect of
change in accounting principle $0.27 $0.24 $0.51 $0.45
Cumulative effect of change in
accounting principle (0.02) (0.02) (0.02) (0.02)
----------------- ---------------- --------------- ----------------- --------------- ----------------
Net income $0.25 $0.22 $0.49 $0.43
================= ================ =============== ================= =============== ================
Earnings per ordinary share -
diluted Income before
cumulative effect of change
in accounting principle $0.26 $0.23 $0.49 $0.44
Cumulative effect of change in
accounting principle (0.02) (0.02) (0.02) (0.02)
----------------- ---------------- --------------- ----------------- --------------- ----------------
Net income $0.24 $0.21 $0.47 $0.42
================= ================ =============== ================= =============== ================
(1) World-Wide Holdings includes pro forma adjustments.
(2) Combined amounts are calculated using historical weighted average number of
ordinary shares plus 4,532,380 ordinary shares issued to acquire World-Wide
Holdings.
8
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
June 30, 2002
5. Business segments
We report segments in accordance with SFAS 131, "Disclosures about Segments
of an Enterprise and Related Information." Our main lines of business are Life
Reinsurance and Wealth Management.
The segment reporting for the lines of business is as follows:
Three months Three months Six months Six months
ended ended ended ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------------- ------------------- ------------------- -------------------
REVENUES
Life Reinsurance
North America $48,050 $19,699 $87,116 $39,322
International 13,832 - 27,074 -
------------------- ------------------- ------------------- -------------------
Total Life Reinsurance 61,882 19,699 114,190 39,322
Wealth Management 850 663 1,547 1,274
Other 1,429 2,803 2,119 4,572
------------------- ------------------- ------------------- -------------------
Total $64,161 $23,165 $117,856 $45,168
=================== =================== =================== ===================
NET INCOME BEFORE INCOME TAXES
AND MINORITY INTEREST
Life Reinsurance
North America $6,853 $2,587 $11,256 $5,628
International 2,725 - 4,458 -
------------------- ------------------- ------------------- -------------------
Total Life Reinsurance 9,578 2,587 15,714 5,628
Wealth Management (607) 375 (678) 608
Other (1,039) 1,215 (1,799) 1,644
------------------- ------------------- ------------------- -------------------
Total $7,932 $4,177 $13,237 $7,880
=================== =================== =================== ===================
June 30, 2002 December 31, 2001
--------------------- ---------------------
ASSETS BY SEGMENT
Life Reinsurance
North America $1,735,125 $1,253,605
International 203,242 185,551
--------------------- ---------------------
Total Life Reinsurance 1,938,367 1,439,156
Wealth Management 616,701 632,835
Other 87,842 78,363
--------------------- ---------------------
Total $2,642,910 $2,150,354
===================== =====================
9
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
June 30, 2002
6. Earnings per ordinary share
The following table sets forth the computation of basic and diluted
earnings per ordinary share:
Three months Three months Six months Six months
ended ended ended ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------------ ------------------ ------------------ ------------------
Numerator:
Net income $7,849 $3,888 $12,847 $7,602
================== ================== ================== ==================
Denominator:
Denominator for basic earnings per ordinary share -
Weighted average number of ordinary shares 26,683,204 15,657,842 23,432,731 15,636,250
Effect of dilutive securities - Stock options 1,055,956 581,488 926,607 551,892
- Warrants 765,070 6,979 587,333 3,490
------------------ ------------------ ------------------ ------------------
Denominator for dilutive earnings per ordinary share 28,504,230 6,246,309 24,946,671 16,191,632
================== ================== ================== ==================
Basic earnings per ordinary share $0.29 $0.25 $0.55 $0.49
================== ================== ================== ==================
Diluted earnings per ordinary share $0.28 $0.24 $0.51 $0.47
================== ================== ================== ==================
7. Other investments
Other investments are made up of a fund of funds that is carried at fair
value of $4.9 million and a surplus note purchased from a U.S. life insurance
company in connection with a reinsurance transaction that we entered into in the
second quarter of 2001. The surplus note pays interest to us at an annual rate
of 11%, matures on May 16, 2016 and is carried at cost of $5.0 million.
8. Funding Agreement
Total assets and liabilities include $100 million in respect of a Funding
Agreement (the "Agreement") that we entered into on June 28, 2002. The funds
were received on July 5, 2002. The principal is to be repaid in five equal
installments on December 28, 2006, March 28, 2007, June 28, 2007, September 28,
2007 and December 28, 2007. Interest is payable quarterly at LIBOR plus 0.525%
commencing on September 28, 2002. The Agreement is collateralized by assets held
in a trust that are managed in accordance with agreed investment guidelines. The
market value of the assets in the trust is determined weekly and is compared to
a required amount equal to the sum of the funded amount under the Agreement,
including accrued interest, and over-collateralization based on the ratings of
individual trust assets and our lowest financial strength rating from Moody's,
Standard & Poor's and Fitch. We are required to deposit cash, eligible
investments or provide a letter of credit if there is a deficit between the
assets in the trust, including accrued interest, and the required amount. We may
withdraw funds from the trust to the extent that the valuation of the trust
assets is in excess of the required amount.
10
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
June 30, 2002
9. Reinsurance transactions
The following table summarises the acquisitions of in-force reinsurance
transactions completed by us during the quarter ended June 30, 2001. There were
no acquisitions of in-force reinsurance transactions in 2002. These transactions
are accounted for as purchases. Our results of operations include the effects of
these purchases only from the respective acquisition dates.
June 30, 2001
Fair value of assets acquired $58,928
Deferred acquisition costs 11,000
----------------
Total assets acquired $69,928
================
Fair value of liabilities acquired $69,928
================
10. Deferred acquisition costs
The change in deferred acquisition costs is as follows:
Three months Three months Six months Six months
ended ended ended ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------------- ------------------ ------------------ -------------------
Balance beginning of period $131,073 $36,620 $113,898 $30,922
Deferred acquisition costs on inforce blocks of
business purchased - 11,000 - 11,000
Expenses deferred 25,694 10,389 48,354 19,213
Amortization expense (6,303) (1,509) (11,788) (4,635)
------------------- ------------------- ------------------- -------------------
Balance end of period $150,464 $56,500 $150,464 $56,500
=================== =================== =================== ===================
11. Borrowings
We have in place a credit facility with a U.S. bank that provides a
combination of borrowings and letters of credit totaling $50 million. This
facility expires on July 31, 2003 but is renewable with the agreement of both
parties. Borrowings are at a rate of LIBOR plus 40 basis points. At June 30,
2002 there were no borrowings or outstanding letters of credit under this
facility. We are also in discussion with a U.S. bank for an additional credit
facility providing a combination of borrowings and letters of credit totaling
$50 million.
We also have borrowings of $22.3 million in connection with a reverse
repurchase agreement with a major broker/dealer. Under this agreement, we have
sold agency mortgage backed securities with the agreement to repurchase them at
a fixed price, providing the dealer with a spread that equates to an effective
borrowing cost linked to one-month LIBOR. This agreement is renewable monthly at
the discretion of the broker/dealer. At June 30, 2002 the one-month LIBOR rate
applicable to borrowings was 1.83%.
11
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
June 30, 2002
12. Shareholders' equity
On April 4, 2002, we completed a public offering of 6,750,000 ordinary
shares (which included the over-allotment option of 750,000 ordinary shares) in
which we raised aggregate net proceeds of $114.3 million. We have used the
proceeds of the equity offering to repay short-term borrowings of $40 million
and the remainder for general corporate purposes.
12
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
Scottish Annuity & Life Holdings, Ltd., which we call Scottish Holdings, is
a holding company organized under the laws of the Cayman Islands with its
principal executive office in Bermuda. We are a reinsurer of life insurance,
annuities and annuity-type products. These products are written by life
insurance companies and other financial institutions located principally in the
United States as well as around the world. We refer to this portion of our
business as Life Reinsurance North America. On December 31, 2001 we completed
the purchase of World-Wide Holdings Limited and its subsidiary World-Wide
Reassurance Company Limited. World-Wide specializes in niche markets in
developed countries and broader life insurance markets in the developing world.
We refer to this portion of our business as Life Reinsurance International. To a
lesser extent, we directly issue variable life insurance and variable annuities
and similar products to high net worth individuals and families for insurance,
investment and estate planning purposes. We refer to this portion of our
business as Wealth Management.
All amounts are reported in thousands of United States dollars, except per
share amounts.
Revenues
We derive revenue from four principal sources:
o premiums from reinsurance assumed on life business;
o fee income from our variable life insurance and variable annuity
products and from financial reinsurance transactions;
o investment income from our investment portfolio; and
o realized gains and losses from our investment portfolio.
Premiums from reinsurance assumed on life business are included in revenues
over the premium paying period of the underlying policies. When we acquire
blocks of in-force business, we account for these transactions as purchases, and
our results of operations include the net income from these blocks as of their
respective dates of acquisition. Reinsurance assumed on annuity business does
not generate premium income but generates investment income over time on the
assets we receive from the ceding company. We also earn fees in our financial
reinsurance transactions with U.S. insurance company clients. Because some of
these transactions do not satisfy the risk transfer rules for reinsurance
accounting, the premiums and benefits are not reported in the consolidated
statements of income.
In our Wealth Management business, when we sell a variable life insurance
policy or a variable annuity contract, we charge mortality, expense and
distribution risk fees that are based on total assets in each policyholder's
separate account. In the case of variable life insurance policies, we also
charge a cost of insurance fee based on the amount necessary to cover the death
benefit under the policy.
Our investment income includes interest earned on our fixed income
investments and income from funds withheld at interest under modified
coinsurance agreements. Under GAAP, because our fixed income investments are
held as available for sale, these securities are carried at fair value, and
unrealized appreciation and depreciation on these securities is not included in
investment income on our statements of income, but is included in comprehensive
income as a separate component of shareholders' equity.
Realized gains and losses include gains and losses on investment securities
that we sell during a period and write downs of securities deemed to be other
than temporarily impaired.
Expenses
We have five principal types of expenses:
o claims and policy benefits under our reinsurance contracts;
o interest credited to interest sensitive contract liabilities;
13
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
o acquisition costs and other insurance expenses;
o operating expenses; and
o interest expense.
When we issue a Life Reinsurance contract, we establish reserves for
benefits. These reserves are our estimates of what we expect to pay in claims
and policy benefits and related expenses under the contract or policy. From time
to time, we may also add to reserves if our experience leads us to believe that
benefit claims and expenses will ultimately be greater than the existing
reserve. We report the provision for these reserves as an expense during the
period when the reserve or additional reserve is established.
In connection with reinsurance of annuity and annuity-type products, we
record a liability for interest sensitive contract liabilities, which represents
the amount ultimately due to the policyholder. We credit interest to these
contracts each period at the rates determined in the underlying contract, and
the amount is reported as interest credited to interest sensitive contract
liabilities on our consolidated statements of income.
A portion of the costs of acquiring new business, such as commissions,
certain internal expenses related to our policy issuance and underwriting
departments and some variable selling expenses are capitalized. The resulting
deferred acquisition costs asset is amortized over future periods based on our
expectations as to the emergence of future gross profits from the underlying
contracts. These costs are dependent on the structure, size and type of business
written. For certain products, we may retrospectively adjust our amortization
when we revise our estimate of current or future gross profits to be realized.
The effects of this adjustment are reflected in earnings in the period in which
we revise our estimate.
Operating expenses consist of salary and salary related expenses, legal and
professional fees, rent and office expenses, travel and entertainment,
directors' expenses, insurance and other similar expenses, except to the extent
capitalized in deferred acquisition costs.
Interest expense consists of interest charges on our borrowings.
Factors affecting profitability
We seek to generate profits from three principal sources. First, in our
Life Reinsurance business, we seek to receive reinsurance premiums and financial
reinsurance fees that, together with income from the assets in which those
premiums are invested, exceed the amounts we ultimately pay as claims and policy
benefits, acquisition costs and ceding commissions. Second, in our Wealth
Management business, we seek to generate fee income that will exceed the
expenses of maintaining and administering our variable life insurance and
variable annuity products. Third, within our investment guidelines, we seek to
maximize the return on our unallocated capital.
The following factors affect our profitability:
o the volume of business we write;
o our ability to assess and price adequately for the risks we assume;
o the mix of different types of business that we reinsure, because
profits on some kinds of business emerge later than on other types;
o our ability to manage our assets and liabilities to manage investment
and liquidity risk;
o the level of fees that we charge on our Wealth Management contracts;
and
o our ability to control expenses.
In addition, our profits can be affected by a number of factors that are
not within our control. For example, movements in interest rates can affect the
volume of business that we write, the income earned from our investments, the
interest we credit on interest sensitive contracts, the level of surrender
activity on contracts that we reinsure and the rate at which we amortize
deferred acquisition costs. Other external factors that can affect profitability
include mortality experience that varies from our assumed mortality and changes
in regulation or tax laws which may affect the attractiveness of our products or
the costs of doing business.
14
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Critical Accounting Policies
Financial Reporting Release No. 60 requires all companies to include a
discussion of critical accounting policies or methods used in the preparation of
financial statements. We consider the following accounting policies critical in
the preparation of our financial statements.
Financial Accounting Standard 60 applies to traditional life policies with
continuing premiums. For these policies, future benefits are estimated using a
net level premium method on the basis of actuarial assumptions as to mortality,
persistency and interest established at policy issue. Assumptions established at
policy issue as to mortality and persistency are based on anticipated
experience, which, together with interest and expense assumptions, provide a
margin for adverse deviation. Acquisition costs are deferred and recognized as
expense in a constant percentage of the gross premiums using these assumptions
established at issue. Should the liabilities for future policy benefits plus the
present value of expected future gross premiums for a product be insufficient to
provide for expected future benefits and expenses for that product, deferred
acquisition costs will be written off and thereafter, if required, a premium
deficiency reserve will be established by a charge to income. Changes in the
assumptions for mortality, persistency and interest could result in material
changes to the financial statements.
Financial Accounting Standard 97 applies to investment contracts, limited
premium contracts, and universal life-type contracts. For investment and
universal life-type contracts, future benefit liabilities are held using the
retrospective deposit method, increased for amounts representing unearned
revenue or refundable policy charges. Acquisition costs are deferred and
recognized as expense as a constant percentage of gross margins using
assumptions as to mortality, persistency, and expense established at policy
issue without provision for adverse deviation and are revised periodically to
reflect emerging actual experience and any material changes in expected future
experience. Liabilities and the deferral of acquisition costs are established
for limited premium policies under the same practices as used for traditional
life policies with the exception that any gross premium in excess of the net
premium is deferred and recognized into income as a constant percentage of
insurance in-force. Should the liabilities for future policy benefits plus the
present value of expected future gross premiums for a product be insufficient to
provide for expected future benefits and expenses for that product, deferred
acquisition costs will be written off and thereafter, if required, a premium
deficiency reserve will be established by a charge to income. Changes in the
assumptions for mortality, persistency, maintenance expense and interest could
result in material changes to the financial statements.
The development of policy reserves and amortization of deferred acquisition
costs for our products requires management to make estimates and assumptions
regarding mortality, lapse, expense and investment experience. Such estimates
are primarily based on historical experience and information provided by ceding
companies. Actual results could differ materially from those estimates.
Management monitors actual experience, and should circumstances warrant, will
revise its assumptions and the related reserve estimates.
Present value of in-force business is established upon the acquisition of a
subsidiary and is amortized over the expected life of the business at the time
of acquisition. The amortization each year will be a function of the gross
profits or revenues each year in relation to the total gross profits or revenues
expected over the life of the business, discounted at the assumed net credit
rate. The determination of the initial value and the subsequent amortization
require management to make estimates and assumptions regarding future business
results that could differ materially from actual results. Estimates and
assumptions involved in the present value of in-force business and subsequent
amortization are similar to those necessary in the establishment of reserves and
amortization of deferred acquisition costs.
Goodwill is calculated as the difference between the price paid and the
value of individual assets and liabilities on the date of acquisition of a
subsidiary. In June 2001, the Financial Accounting Standards Board issued SFAS
141, "Business Combinations", and SFAS 142, "Goodwill and Other Intangible
Assets", effective for fiscal years beginning after December 15, 2001. Under the
new rules, goodwill and intangible assets deemed to have indefinite lives are no
longer amortized but are subject to annual impairment tests in accordance with
the Statements. We have applied the new rules in this quarter. We have performed
the first of the required impairment tests and have determined that there is no
goodwill impairment.
Fixed maturity investments are evaluated for other than temporary
impairments in accordance with SFAS 115 and EITF 99-20. Under these
pronouncements, realized losses are recognized on securities if the securities
are determined to be other than temporarily impaired. Factors involved in the
determination of potential impairment include fair value as compared to cost,
length of time to maturity, length of time the value has been below cost, credit
worthiness of the issuer,
15
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
forecasted financial performance of the issuer, and interest rates. Changes in
these factors could result in additional write-downs being necessary.
Our accounting policies addressing reserves, deferred acquisition costs,
value of business acquired, goodwill and investment impairment involve
significant assumptions, judgments and estimates. Changes in these assumptions,
judgments and estimates could create material changes in our consolidated
financial statements.
Results of Operations
Our results of operations for the three and six month periods ended June
30, 2001 do not include the results of operations of World-Wide Holdings, which
we acquired at the close of business on December 31, 2001.
Earnings per ordinary share
Three months Three months Six months Six months
ended ended ended ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------------- ------------------ ------------------ -------------------
Net income $7,849 $3,888 $12,847 $7,602
=================== =================== =================== ===================
Basic earnings per ordinary share $0.29 $0.25 $0.55 $0.49
=================== =================== =================== ===================
Diluted earnings per ordinary share $0.28 $0.24 $0.51 $0.47
=================== =================== =================== ===================
Weighted average number of ordinary shares
outstanding:
Basic 26,683,204 15,657,842 23,432,731 15,636,250
------------------- ------------------- ------------------- -------------------
Diluted 28,504,230 16,246,309 24,946,671 16,191,632
------------------- ------------------- ------------------- -------------------
Net income for the second quarter increased 100% to $7.8 million from $3.9
million in the same quarter in 2001. Net income for the six-month period ended
June 30, 2002 increased 68% to $12.8 million from $7.6 million in the same
period in 2001. The increases are attributable to the inclusion of World-Wide
for the first time since its acquisition, continued growth in our Life
Reinsurance North America segment, and an increase in investment income
primarily due to the increase in average invested assets. These increases have
been offset in part by an increase in realized losses on fixed maturity
investments and unit-linked securities. The contribution to net income by
World-Wide amounted to $2.1 million and $3.6 million for the three and six month
periods, respectively.
Earnings per ordinary share on a diluted basis amounted to $0.28 for
the second quarter of 2002 in comparison with $0.24 in the same quarter in 2001.
For the six-month period ended June 30, 2002 diluted earnings per share amounted
to $0.51 in comparison with $0.47 per ordinary share in the same period in 2001.
The increase in earnings per ordinary share was the result of increased net
income which was offset by the increase in the number of ordinary shares
outstanding as a result of the acquisition of World-Wide and the equity
offering, discussed in Note 12 to the unaudited consolidated financial
statements, and an increase in the dilutive effect of stock options and
warrants.
16
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Three months ended Three months ended Six months ended Six months ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------------- ------------------ ------------------ -------------------
GAAP net income $7,849 $3,888 $12,847 $7,602
Realized losses (gains) net of deferred acquisition
costs - non taxable companies (641) (416) 537 (457)
Realized losses net of deferred acquisition costs -
taxable companies 2,247 - 2,769 -
Provision for taxes - taxable companies (703) - (901) -
Cumulative effect of change in accounting principle - 406 - 406
------------------- ------------------ ------------------ -------------------
Net operating earnings $8,728 $3,878 $15,251 $7,551
=================== ================== ================== ===================
Weighted average number of ordinary shares
outstanding
Basic 26,683,204 15,657,842 23,432,731 15,636,250
------------------- ------------------ ------------------ -------------------
Diluted 28,504,230 16,246,309 24,946,671 16,191,632
------------------- ------------------ ------------------ -------------------
We determine net operating earnings by adjusting GAAP net income for net
realized capital gains and losses, as adjusted for the related effects upon the
amortization of deferred acquisition costs and taxes, and non-recurring items
that we believe are not indicative of overall operating trends. While these
items may be significant components in understanding and assessing our
consolidated financial performance, we believe the presentation of net operating
earnings enhances the understanding of our results of operations by highlighting
earnings attributable to the normal, recurring operations of our business.
However, net operating earnings is not a substitute for net income determined in
accordance with GAAP. Net operating earnings increased 123% to $8.7 million in
the second quarter from $3.9 million in the same quarter in 2001. Net operating
earnings for the six-month period ended June 30, 2002 increased 101% to $15.3
million from $7.6 million in the same period in 2001. The increase in net
operating earnings is attributable to the inclusion of World-Wide for the first
time since its acquisition, continued growth in our Life Reinsurance North
America segment and an increase in investment income primarily due to the
increase in average invested assets.
Revenues
Revenues increased by $40.9 million or 177% to $64.1 million in the second
quarter of 2002 in comparison with the second quarter of 2001. During the six
months ended June 30, 2002 revenues increased by $72.7 million or 161% to $117.9
million in comparison with 2001. The increases are primarily due to the
acquisition of World-Wide, the growth in our Life Reinsurance North America
operations and an increase in investment income primarily due to the growth in
our invested assets resulting from new business and the equity offering
discussed in Note 12 to the unaudited consolidated financial statements.
17
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Revenues consist of the following:
Three months Three months Six months Six months
ended ended ended ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------------- ------------------ ------------------ -------------------
Premiums earned $37,628 $11,311 $68,983 $20,830
Fee income 2,201 919 4,275 1,618
Investment income, net 26,147 10,515 47,877 22,262
Realized gains (losses) (1,815) 420 (3,279) 458
------------------ ------------------- ------------------- -------------------
Total revenues $64,161 $23,165 $117,856 $45,168
================== =================== =================== ===================
Premiums earned
Premiums earned during the second quarter increased 233% to $37.6 million
compared with the same quarter in 2001. Premiums earned during the six-month
period ended June 30, 2002 increased 231% to $69.0 million compared with the
prior year period. World-Wide's premiums earned amounted to $14.2 million and
$26.4 million, respectively, during those periods. Premiums earned on Life
Reinsurance North America operations increased by 107% to $23.4 million and were
from 53 clients. Premiums earned on Life Reinsurance North America operations
during the six-month period ended June 30, 2002 increased 105% to $42.6 million.
Premiums earned in the second quarter and first six months of 2001 were from 27
reinsurance clients and premiums from a run-off block of Accident & Health
Business written by Scottish Re before we acquired the company.
As of June 30, 2002 we reinsured approximately $49.0 billion of life
coverage on 1,252,000 lives in our North American operations. Our average
benefit coverage per life is $39,000 and our targeted maximum corporate
retention on any one life is $500,000. As of June 30, 2001 we reinsured
approximately $21.4 billion of life coverage on 749,000 lives. Our average
benefit coverage per life was $29,000.
Fee income
Both Life Reinsurance and Wealth Management business generate fee income.
In Life Reinsurance we earn fees on our financial reinsurance treaties that do
not qualify under risk transfer rules for reinsurance accounting. Life
Reinsurance fees increased by 414% to $1.3 million and by 656% to $2.6 million
during second quarter and first six months of 2002 compared to the same periods
in 2001. The increase is due to the growth in the number of clients.
Wealth Management fees increased in the second quarter of 2002 by 33% to
$0.9 and by 31% to $1.7 million during the first six months compared to the same
periods in 2001. The increase is primarily due to increases in variable account
balances on which we earn fees and an increase in the number of clients.
18
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Fees earned are as follows:
Three months Three months Six months Six months
ended ended ended ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------------- ------------------- ------------------ -------------------
Life Reinsurance North America $1,316 $256 $2,609 $ 345
Wealth Management 885 662 1,666 1,273
------------------- ------------------- ------------------- -------------------
Total $2,201 $918 $4,275 $1,618
=================== =================== =================== ===================
Wealth Management fees are earned from both life and annuity clients. The
following table summarizes our client base with the associated segregated asset
values and policy face amounts.
June 30, 2002 March 31, 2002 December 31, 2001 June 30, 2001
---------------- ----------------- ---------------- ----------------
Number of clients - Life 47 43 42 25
- Annuity 93 91 90 84
---------------- ----------------- ---------------- ----------------
140 134 132 109
================ ================= ================ ================
Segregated asset value - Life $122,000 $130,600 $134,800 $ 93,340
- Annuity 451,150 473,000 468,000 427,230
---------------- ----------------- ---------------- ----------------
$573,150 $603,600 602,800 $520,570
================ ================= ================ ================
Face value - Life $914,540 $843,112 $812,380 $457,886
================ ================= ================ ================
The change in the segregated assets is as follows:
Three months Three months Six months Six months
ended ended ended ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------------- ------------------ ------------------ -------------------
Balance at beginning of period $603,600 $460,719 $602,800 $409,660
Deposits 7,607 46,925 11,807 109,124
Withdrawals - (6,915) (650) (8,215)
Investment performance (1) (38,052) 19,841 (40,802) 10,001
------------------- ------------------- ------------------- -------------------
Balance end of period $573,155 $520,570 $573,155 $520,570
=================== =================== =================== ===================
(1) Investment performance for the period is determined using actual asset
valuations where available and estimates where actual data is not
available.
Investment income
Net investment income increased by $15.6 million or 149% to $26.1 million
in the second quarter of 2002 compared to $10.5 million in the second quarter of
2001 and by $25.6 million or 115% to $47.9 million during the first six months
of 2002 compared to $22.3 million in the same period in 2001. The increase in
net investment income for each period of 2002 over the comparable period in 2002
is attributable to an increase in our average invested assets and funds withheld
at interest in our North American operations, the inclusion of World-Wide's net
investment income for the first time since we acquired World-Wide on December
31, 2001, and the net proceeds of the equity offering of $114.3 million. Fixed
maturity investments have increased from $463.9 million at June 30, 2001 to
$698.5 million at June 30, 2002. Funds withheld by ceding insurers at interest
amounted to $879.6 million at June 30, 2002 in comparison with $77.4 million at
June 30, 2001. The World-Wide fixed income portfolio totaled $93.0 million as of
June 30, 2002.
19
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The growth in average invested assets has been offset by a decline due to the
recapture by a ceding company of $185.7 million of assets on April 30, 2001.
During the second quarter of 2002 and the first six months of 2002, average
book yields were lower, particularly on floating rate assets and cash than in
the same periods in 2001. Yields on floating rate assets move with LIBOR, which
has decreased significantly. On the $643.7 million portfolio managed by General
Re - New England Asset Management Inc. ("NEAM"), the yields on fixed rate assets
were 6.3% and 6.9% at June 30, 2002 and 2001, respectively. Between those dates,
however, LIBOR decreased to 1.8% from 3.8%, causing the yield on our floating
rate assets to decrease to 3.7% from 6.6% and the yield on our cash and cash
equivalents to decrease to 1.8% from 3.4%. Since floating rate liabilities
funded the floating rate assets, the decrease in yield on assets had no material
effect on earned margins.
The split of investment income by segment is as follows:
Three months Three months Six months Six months
ended ended ended ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------------- ------------------ ------------------ -------------------
Life Reinsurance - North America $23,157 $8,210 $42,683 $18,190
- International 1,705 - 3,108 -
Wealth Management (35) - (119) 2
Other (1) 1,320 2,305 2,205 4,070
------------------- ------------------- ------------------- -------------------
Total $26,147 $10,515 $47,877 $22,262
=================== =================== =================== ===================
(1) Other includes investment income on unallocated capital.
Realized gains (losses)
In the second quarter of 2002, realized losses on investments amounted to
$1.8 million compared to a realized gain of $420,000 in the second quarter of
2001. During the first six months realized losses amounted to $3.3 million in
comparison with gains of $458,000 in the first six months of 2001. These losses
comprise realized investment losses on unit-linked securities held by World-Wide
and impairment losses recognized under EITF Issue No. 99-20, offset by net gains
on fixed maturity investments.
Under EITF 99-20, "Recognition of Interest Income and Impairment on
Purchased and Retained Beneficial Interests in Securitized Financial Assets", a
decline in fair value below "amortized cost" basis is considered to be an other
than temporary impairment whenever there is an adverse change in the amount or
timing of cash flows to be received, regardless of the resulting yield, unless
the decrease is solely a result of changes in market interest rates.
Unit-linked securities are comprised of investments in a unit trust
denominated in British pounds. These investments were acquired as part of the
purchase of World-Wide and are recorded at quoted market value. Changes in
market value are recorded as net realized gains. The investment results of the
unit-linked securities are generally passed on to the policyholder.
20
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Benefits and expenses
Three months Three months Six months Six months
ended ended ended ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------------- ------------------ ------------------ -------------------
Claims and other policy benefits $26,656 $10,292 $50,543 $17,626
Interest credited to interest sensitive contract
liabilities 11,228 2,818 20,406 7,038
Acquisition costs and other insurance expenses 11,575 3,152 22,212 7,267
Operating expenses 6,632 2,412 10,976 5,043
Interest expense 138 314 482 314
------------------- ------------------- ------------------- -------------------
Total benefits and expenses $56,229 $18,988 $104,619 $37,288
=================== =================== =================== ===================
Claims and other policy benefits
Claims and other policy benefits increased by 159% to $26.7 million in the
second quarter of 2002 from $10.3 million in 2001 and by 187% to $50.6 million
in the first six months from $17.6 million in 2001. The increase is a result of
the acquisition of World-Wide, the increased number of clients and the increase
in business from these clients in our Life Reinsurance North America operations.
Claims and policyholder benefits in respect of World-Wide were $9.2 million and
$17.4 million, respectively, for the second quarter and first six months of
2002.
Interest credited to interest sensitive contract liabilities
Interest credited to interest sensitive contract liabilities increased by
$8.4 million or 298% to $11.2 million for the second quarter of 2002 from $2.8
million in 2001. For the first six months interest credited to interest
sensitive contract liabilities increased by $13.4 million or 190% to $20.4
million from $7.0 million in 2001. The increase was due to interest credited on
new 2002 reinsurance treaties and increases in interest credited to policies
which commenced in 2002 and 2001 due to increasing average liability balances.
Acquisition costs and other insurance expenses
Acquisition costs and other insurance expenses increased by $8.4 million or
267% to $11.6 million in the second quarter of 2002 from $3.1 million in 2001.
During the first six months of 2002 acquisition costs and other insurance
expenses increased by $14.9 million or 206% to $22.2 million from $7.3 million
in 2001. The increases were a result of the acquisition of World-Wide, the
increased number of reinsurance clients in our Life Reinsurance business and the
increase in premiums earned over the last two years.
21
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The components of these expenses are as follows:
Three months Three months Six months Six months
ended ended ended ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------------- ------------------ ------------------ -------------------
Commissions, excise taxes and other insurance
expenses $29,786 $11,980 $56,877 $21,742
Deferral of expenses (27,027) (10,388) (49,688) (19,213)
------------------- ------------------- ------------------- -------------------
2,759 1,592 7,189 2,529
Amortization - Present value of in-force business 679 51 1,401 103
Amortization - Deferred acquisition costs 8,137 1,509 13,622 4,635
------------------- ------------------- ------------------- -------------------
Total $11,575 $ 3,152 $22,212 $ 7,267
=================== =================== =================== ===================
Commissions and excise taxes vary with premiums earned. Other insurance
expenses include direct and indirect expenses of those departments involved in
the marketing, underwriting and issuing of reinsurance treaties. In 2002 we have
allocated less of these expenses to acquisition costs than in 2001. They are now
included in operating expenses. Of these total expenses a portion is deferred
and amortized over the life of the reinsurance treaty or in relation to the
estimated gross profit in respect of our interest sensitive contracts.
The split of these expenses between segments is as follows:
Three months Three months Six months Six months
ended ended ended ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------------- ------------------ ------------------ -------------------
Life Reinsurance - North America $10,487 $2,974 $19,025 $6,952
- International 139 - 1,674 -
Wealth Management 949 178 1,513 315
------------------- ------------------- ------------------- -------------------
Total $11,575 $3,152 $22,212 $7,267
=================== =================== =================== ===================
22
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Operating expenses
Operating expenses increased to $6.6 million for the second quarter of 2002
compared to $2.4 million in the second quarter of 2001 and to $11.0 million in
the first six months of 2002 compared to $5.0 million in the same period in
2001. The increase is a result of the acquisition of World-Wide, less costs
being allocated in 2002 to acquisition expenses as they relate to marketing,
underwriting and policy and treaty issuance and increased personnel costs and
legal and professional fees due to the growth in our business. The split of
these expenses between segments is as follows:
Three months Three months Six months Six months
ended ended ended ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------------- ------------------ ------------------ -------------------
Life Reinsurance - North America $2,021 $1,029 $3,374 $2,078
- International 1,767 - 3,454 -
Wealth Management 508 110 711 352
Other 2,336 1,273 3,437 2,613
------------------- ------------------- ------------------- -------------------
Total $6,632 $2,412 $10,976 $5,043
=================== =================== =================== ===================
Other operating expenses include salaries, head office expenses, legal and
professional fees and other expenses not related to either our Life Reinsurance
or Wealth Management lines of business.
Interest expense
We incurred interest expense of $138,000 during the second quarter as
compared with $314,000 in 2001 reflecting the use of borrowings as described in
Note 11 to the unaudited consolidated financial statements. Interest expense for
the six months ended June 30, 2002 amounted to $482,000 in comparison with
$314,000 in 2001.
Income taxes
The 2002 income tax expense includes taxes on the earnings of Scottish Re
(U.S.), Inc., Scottish Annuity & Life International Insurance Company (Bermuda)
Ltd., World-Wide Reassurance Company Limited and Scottish Re (Dublin) Limited.
In 2001, the income tax expense was offset by a release of capital loss
carry-forwards.
Minority interest
We now own 100% of Scottish Annuity & Life Holdings (Bermuda) Limited
(formerly Scottish Crown Group (Bermuda) Ltd.). In July 2001 we acquired the
remaining 49.99% of Scottish Annuity & Life Holdings (Bermuda) Limited that we
did not own, and thereby eliminated the minority interest position.
Financial Condition
Investments
At June 30, 2002 the portfolio controlled by us consisted of $756.1 million
of fixed income securities and cash. Of this total $643.6 million represented
the fixed income portfolio controlled by NEAM, $93.1 million represented
investments of World-Wide, which have historically been managed internally, and
$19.5 million represented other cash balances.
At June 30, 2002, the portion of the portfolio managed by NEAM had an
average Standard & Poor's rating of "AA-", an average effective duration of 3.9
years and an average book yield of 5.98% as compared with an average rating of
"A+", an
23
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
average effective duration of 3.5 years and an average book yield of 6.14% at
December 31, 2001. At June 30, 2002 the portion of the investment portfolio
managed by World-Wide had an average rating of "AA-", an average duration of 2.8
years and an average book yield of 5.66% as compared with an average rating of
"AA-", an average duration of 1.9 years and an average book yield of 5.22% at
December 31, 2001. At June 30, 2002 the unrealized appreciation on investments,
net of tax was $1.3 million as compared with depreciation of $3.6 million at
December 31, 2001. These amounts are included on our consolidated balance sheets
as part of shareholders' equity.
At June 30, 2002 funds withheld at interest totaled $879.6 million with an
average rating of "A", an average duration of 5.8 years and an average book
yield of 6.68% as compared with an average rating of "A-", an average duration
of 6.0 years and an average book yield of 6.80% at December 31, 2001. These are
fixed income investments associated with modified coinsurance transactions and
include marketable securities, commercial mortgages and private placements. The
market value of the funds withheld amounted to $892.2 million at June 30, 2002.
Liquidity and Capital Resources
Cash flow
Cash flow from operations for the six-month period ended June 30, 2002 was
a negative of $4.4 million compared to $50.8 million in the prior year period.
The positive cash flow of $50.8 million in the first six months of 2001 arose
principally as a result of the acquisition of the assets of $58.9 million on the
in-force reinsurance transaction discussed in Note 9 to the unaudited
consolidated financial statements. There have been no acquisitions of in-force
business in 2002. Although premiums written and renewal premiums received in the
first half of the year are typically lower than the later period, causing
reduced cash flows, the payment of claims and operating expenses continue on a
more level basis throughout the year. Our cash flow from operations may be
positive or negative in any period depending on the amount of new Life
Reinsurance business written, the level of ceding commissions paid in connection
with writing that business and the level of renewal premiums earned in that
period.
Capital and collateral
At June 30, 2002, total capitalization was $464.2 million compared to
$331.3 million at December 31, 2001. The increase in capitalization at June 30,
2002 is due to the proceeds of the equity offering of $114.3 million discussed
in Note 12 to the unaudited consolidated financial statements, the increase in
unrealized appreciation of investments, the cumulative translation adjustment,
and net earnings for the period less dividends.
On April 4, 2002, we completed a public offering of 6,750,000 ordinary
shares (which included the over-allotment option of 750,000 ordinary shares) in
which we raised aggregate net proceeds of approximately $114.3 million. We have
used the proceeds of the offering to repay short-term borrowings of $40 million
and for general corporate purposes.
During the second quarter, we paid dividends totaling $0.05 per share or
$1.4 million for a total of $0.10 per share or $2.4 million for the first six
months of 2001.
We have in place a credit facility with a U.S. bank that provides a
combination of borrowings and letters of credit totaling $50 million. This
facility expires on July 31, 2003 but is renewable with the agreement of both
parties. Borrowings are at a rate of LIBOR plus 40 basis points. At June 30,
2002 there were no borrowings or outstanding letters of credit under this
facility. We are also in discussion with a U.S. bank for an additional credit
facility providing a combination of borrowings and letters of credit totaling
$50 million.
We have also borrowed $22.3 million ($25.1 million at December 31, 2001)
under a reverse repurchase agreement with a major broker/dealer. Under this
agreement, we have sold agency mortgage backed securities with the agreement to
repurchase them at a fixed price, providing the dealer with a spread that
equates to an effective borrowing cost linked to one-month LIBOR. This agreement
is renewable monthly at the discretion of the broker/dealer.
24
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Total assets and liabilities include $100 million in respect of a Funding
Agreement (the "Agreement") that we entered into on June 28, 2002. The funds
were received on July 5, 2002. The principal is to be repaid in five equal
installments on December 28, 2006, March 28, 2007, June 28, 2007, September 28,
2007 and December 28, 2007. Interest is payable quarterly at LIBOR plus 0.525%
commencing on September 28, 2002. The Agreement is collateralized by assets held
in a trust that are managed in accordance with agreed investment guidelines. The
market value of the assets in the trust is determined weekly and is compared to
a required amount equal to the sum of the funded amount under the Agreement,
including accrued interest and over-collateralization based on the ratings of
individual trust assets and our lowest financial strength rating from Moody's,
Standard & Poor's and Fitch. We are required to deposit cash, eligible
investments or provide a letter of credit if there is a deficit between the
assets in the trust, including accrued interest, and the required amount. We may
withdraw funds from the trust to the extent that the valuation of the trust
assets is in excess of the required amount.
We must have sufficient assets available for use as collateral to support
borrowings, letters of credit and certain reinsurance transactions. With these
reinsurance transactions, the need for collateral letters of credit arises in
four ways:
o When Scottish Annuity & Life Insurance Company (Cayman) Ltd.
enters into a reinsurance treaty with a U.S. customer, it must
pledge assets into a reserve credit trust with a U.S. bank in
order that the ceding company may obtain reserve credit for the
reinsurance transaction; in some cases, a letter of credit may be
substituted for all or a portion of a reserve credit trust;
o When Scottish Re (U.S.), Inc. enters into a reinsurance
transaction, it typically incurs a need for additional statutory
capital; this need can be met by its own capital and surplus, an
infusion of cash or assets from Scottish Annuity & Life Insurance
Company (Cayman) Ltd. or by ceding a portion of the transaction
to another company within the group or an unrelated reinsurance
company, in which case that reinsurer must provide reserve credit
by pledging assets in a reserve credit trust or pledging assets
to a bank to support a letter of credit;
o Scottish Re (U.S.), Inc. is licensed, accredited, approved or
authorized to write reinsurance in 47 states and the District of
Columbia. When Scottish Re (U.S.), Inc. enters into a reinsurance
transaction with a customer domiciled in a state in which it is
not licensed, accredited, authorized or approved reinsurer, it
likewise must provide a reserve credit trust or letter of credit;
and
o Even when Scottish Re (U.S.), Inc. is licensed, accredited,
approved or authorized to write reinsurance in the state, it may
agree with a customer to provide a reserve credit trust or letter
of credit voluntarily to mitigate the counter-party risk from the
customer's perspective, thereby doing transactions that would be
otherwise unavailable or would be available only on significantly
less attractive terms; such a requirement most often arises in
connection with interest-sensitive liabilities.
Scottish Annuity & Life Insurance Company (Cayman) Ltd. has agreed with
Scottish Re (U.S.), Inc. that it will (1) cause Scottish Re (U.S.), Inc. to
maintain capital and surplus equal to the greater of $20.0 million or such
amount necessary to prevent the occurrence of a Company Action Level Event under
the risk-based capital laws of the State of Delaware and (2) provide Scottish Re
(U.S.), Inc. with enough liquidity to meet its obligations in a timely manner.
In addition, Scottish Annuity & Life Insurance Company (Cayman) Ltd. and
Scottish Holdings have agreed with World-Wide Reassurance that in the event
World-Wide Reassurance is unable to meet its obligations under its insurance and
reinsurance agreements, Scottish Annuity & Life Insurance Company (Cayman) Ltd.
(or if Scottish Annuity & Life Insurance Company (Cayman) Ltd. cannot fulfill
such obligations, then Scottish Holdings) will indemnify World-Wide Reassurance
for all of its obligations under such agreements.
Scottish Holdings and Scottish Annuity & Life Insurance Company (Cayman)
Ltd. may, from time to time, execute additional agreements guaranteeing the
performance and/or obligations of their subsidiaries.
While we believe that we have sufficient assets available in the short term
to support our liquidity and letter of credit needs, we may need to raise
additional capital and/or find alternative assets or unsecured letters of credit
to continue to grow. We expect that our cash and investments, together with cash
generated from our businesses, will provide sufficient sources of liquidity to
meet our current needs. However, if our business continues to grow
significantly, we will need to raise additional capital.
25
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Off balance sheet arrangements
We have no obligations, assets or liabilities other than those disclosed in
the financial statements; no trading activities involving non-exchange traded
contracts accounted for at fair value; and no relationships and transactions
with persons or entities that derive benefits from their non-independent
relationship with us or our related parties.
Changes in Accounting Standards
In June 2001, the Financial Accounting Standards Board issued SFAS 141,
"Business Combinations", and SFAS 142, "Goodwill and Other Intangible Assets",
effective for fiscal years beginning after December 15, 2001. Under the new
rules, goodwill and intangible assets deemed to have indefinite lives are no
longer amortized but are subject to annual impairment tests in accordance with
the Statements. Other intangible assets will continue to be amortized over their
useful lives.
We have applied the new rules on accounting for goodwill and other
intangible assets in this quarter. Goodwill of $32.3 million arose on the
acquisition of World-Wide at December 31, 2001. We have performed the first of
the required impairment tests of goodwill and have determined that there is no
goodwill impairment. Our reported earnings and financial position for 2001 do
not reflect significant amounts of amortization of goodwill.
Forward-Looking Statements
Some of the statements contained in this report are not historical facts
and are forward-looking within the meaning of the Private Securities Litigation
Reform Act. Forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual results to differ
materially from the forward-looking statements. Words such as "anticipates",
"expects", "intends", "plans", "believes", "seeks", "estimates", "may", "will",
"continue", "project", and similar expressions, as well as statements in the
future tense, identify forward-looking statements.
These forward-looking statements are not guarantees of our future
performance and are subject to risks and uncertainties that could cause actual
results to differ materially from the forward-looking statements. These risks
and uncertainties include:
o Uncertainties relating to the ratings accorded to our insurance
subsidiaries;
o Uncertainties relating to government and regulatory policies
(such as subjecting us to insurance regulation or taxation in
additional jurisdictions);
o Exposure to mortality experience which differs from our
assumptions;
o Uncertainties arising from control of our assets by third
parties;
o The risk that our risk analysis and underwriting may be
inadequate;
o Risks arising from our investment strategy, including risks
related to market value of our investments, fluctuations in
interest rates and our need for liquidity;
o The risk that our retrocessionaires may not honor their
obligations to us;
o Changes in capital needs;
o The impact of acquisitions, including the ability to successfully
integrate acquired businesses, the competing demands for our
capital and the risk of undisclosed liabilities;
o Loss of the service of any of our key employees;
o Changes in accounting principles;
o Terrorist attacks on the United States and the impact of such
attacks on the economy in general and on our business in
particular;
o Political and economic risks in developing countries;
o Losses due to foreign currency rate fluctuations;
o Changes in the rate of policyholder withdrawals or recapture of
reinsurance treaties;
o The competitive environment in which we operate and associated
pricing pressures; and
o Developments in global financial markets that could affect our
investment portfolio and fee income.
26
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The effects of these factors are difficult to predict. New factors emerge
from time to time and we cannot assess the financial impact of any such factor
on the business or the extent to which any factor, or combination of factors,
may cause results to differ materially from those contained in any forward
looking statement. Any forward looking statement speaks only as of the date of
this report and we do not undertake any obligation to update any forward looking
statements to reflect events or circumstances after the date of such statement
or to reflect the occurrence of unanticipated events.
Risk Factors of Investing in Our Ordinary Shares
Investing in our ordinary shares involves a high degree of risk. Prior to
investing in the ordinary shares, potential investors should consider carefully
the risk factors set forth in our Annual Report on Form 10-K filed with the
Securities and Exchange Commission, in addition to the other information set
forth in this Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes since December 31, 2001. Please refer
to "Item 7A: Quantitative and Qualitative Disclosures About Market Risk" in our
Annual Report on Form 10-K.
27
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not currently involved in any material litigation or arbitration.
Item 2. Changes in Securities and Use of Proceeds
On April 4, 2002, the Company completed a public offering of 6,750,000
ordinary shares (Commission File Numbers 333-83696 and 333-85548), which
included the over-allotment option of 750,000 ordinary shares, for an aggregate
offering price of $123 million. After deducting estimated expenses of $9
million, the Company raised aggregate net proceeds of approximately $114
million. The managing underwriters were Bear, Stearns & Co. Inc., Putnam Lovell
Securities Inc., Fox-Pitt, Kelton and Keefe Bruyette & Woods, Inc. The Company
has used the proceeds of the offering to repay short term borrowings of $40
million and will use the remainder for general corporate purposes.
Item 3. Default Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Securities Holders
The 2002 Annual Meeting of Shareholders of the Company was held on May 2, 2002.
The following items of business were presented to the shareholders of the
Company (the "Shareholders"):
Election of Directors
The results of the vote of the Shareholders with respect to the three Class
I Directors, one Class II Director and one Class III Director were elected as
proposed in the Proxy Statement dated April 1, 2002 under the caption titled
"Proposal for Election of Directors" were as follows:
Total Vote Total Vote
For Withheld From
Name Each Director Each Director
Class I Directors
G. William Caulfield-Browne 16,995,096 225,700
Robert M. Chmely 16,992,496 288,300
Glenn S. Schafer 16,992,196 288,600
Class II Directors
Lord Norman Lamont 16,774,446 446,350
Class III Director
Khanh T. Tran 16,768,346 452,450
28
Amendments to the Articles of Association
The Articles of Association were amended as proposed in the Proxy Statement
dated April 1, 2002 under the caption titled "Amendments to the Articles of
Association" to make technical amendments to Article 9 of the Articles of
Association to conform to the Company's recent listing on the New York Stock
Exchange. The results of the vote of the Shareholders with respect to the
amendments to the Articles of Association were as follows:
For: 16,713,482
Against: 481,814
Abstain: 25,500
Ratification of Independent Auditors
The Board of Directors has selected, based upon the recommendation of the
Audit Committee, Ernst & Young, as the independent auditors for the Company for
the fiscal year ending December 31, 2002. The results of the vote of the
Shareholders with respect to this selection were as follows:
For: 17,149,546
Against: 69,550
Abstain: 1,700
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
Except as otherwise indicated, the following Exhibits are filed herewith and
made a part hereof:
Exhibit Description of Document
Number
3.1 Memorandum of Association of the Company, as amended as of December
14, 2001 (incorporated herein by reference to the Company's Current
Report on Form 8-K/A).(6)
3.2 Articles of Association of the Company, as amended as of December 14,
2001 (incorporated herein by reference to the Company's Current Report
on Form 8-K/A).(6)
4.1 Specimen Ordinary Share Certificate (incorporated herein by reference
to Exhibit 4.1 to the Company's registration Statement on Form
S-1).(1)
4.2 Form of Amended and Restated Class A Warrant (incorporated herein by
reference to Exhibit 4.2 to the Company's Registration Statement on
Form S-1).(1)
4.3 Form of Amended and Restated Class B Warrant (incorporated herein by
reference to Exhibit 4.3 to the Company's Registration Statement on
Form S-1).(1)
4.4 Form of Securities Purchase Agreement for the Class A Warrants
(incorporated herein by reference to Exhibit 4.4 to the Company's
Registration Statement on Form S-1).(1)
29
4.5 Form of Warrant Purchase Agreement for the Class B Warrants
(incorporated herein by reference to Exhibit 4.5 to the Company's
Registration Statement on Form S-1).(1)
4.6 Form of Securities Purchase Agreement between the Company and the
Shareholder Investors (incorporated herein by reference to Exhibit
4.10 to the Company's Registration Statement on Form S-1).(1)
4.7 Form of Securities Purchase Agreement between the Company and the
Non-Shareholder Investors (incorporated herein by reference to Exhibit
4.12 to the Company's Registration Statement on Form S-1).(1)
10.1 Employment Agreement dated June 18, 1998 between the Company and
Michael C. French (incorporated herein by reference to Exhibit 10.1 to
the Company's Registration Statement on Form S-1).(1)
10.2 Second Amended and Restated 1998 Stock Option Plan effective October
22, 1998 (incorporated herein by reference to Exhibit 10.3 to the
Company's Registration Statement on Form S-1).(1)
10.3 Form of Stock Option Agreement in connection with 1998 Stock Option
Plan (incorporated herein by reference to Exhibit 10.4 to the
Company's Registration Statement on Form S-1).(1)
10.4 Investment Management Agreement dated October 22, 1998 between the
Company and General Re-New England Asset Management, Inc.
(incorporated herein by reference to Exhibit 10.14 to the Company's
Registration Statement on Form S-1).(1)
10.5 Form of Omnibus Registration Rights Agreement (incorporated herein by
reference to Exhibit 10.17 to the Company's Registration Statement on
Form S-1).(1)
10.6 1999 Stock Option Plan (incorporated herein by reference to Exhibit
10.14 to the Company's 1999 Annual Report on Form 10-K).(2)
10.7 Form of Stock Options Agreement in connection with 1999 Stock Option
Plan (incorporated herein by reference to Exhibit 10.15 to the
Company's 1999 Annual Report on Form 10-K).(2)
10.8 Employment Agreement dated September 18, 2000 between the Company and
Oscar R. Scofield (incorporated herein by reference to Exhibit 10.16
to the Company's 2000 Annual Report on Form 10-K).(3)
10.9 Share Purchase Agreement by and between the Company and Pacific Life
Insurance Company dated August 6, 2001 (incorporated by reference to
the Company's Current Report on Form 8-K filed with the SEC on August
9, 2001).
10.10 Amendment No. 1, dated November 8, 2001, to Share Purchase Agreement
dated August 2001 by and between the Company and Pacific Life
Insurance Company (incorporated by reference to the Company's Current
Report on Form 8-K).(5)
10.11 2001 Stock Option Plan (incorporated herein by reference to Exhibit
10.17 to the Company's 2001 Annual Report on Form 10-K).(4)
30
10.12 Form of Nonqualified Stock Option Agreement in connection with 2001
Stock Option Plan (incorporated herein by reference to Exhibit 10.18
to the Company's 2001 Annual Report on Form 10-K).(4)
10.13 Service Agreement dated December 31, 2001 between World-Wide
Holdings, Paul Andrew Bispham and the Company (incorporated herein by
reference to Exhibit 10.19 to the Company's 2001 Annual Report on
Form 10-K).(4)
10.14 Registration Rights Agreement dated December 31, 2001 between the
Company and Pacific Life Insurance Company (incorporated by reference
to the Company's Current Report on Form 8-K).(5)
10.15 Stockholder Agreement dated December 31, 2001 between the Company and
Pacific Life Insurance Company (incorporated by reference to the
Company's Current Report on Form 8-K).(5)
10.16 Tax Deed of Covenant dated December 31, 2001 between the Company and
Pacific Life Insurance Company (incorporated by reference to the
Company's Current Report on Form 8-K).(5)
10.17 Letter Agreement dated December 28, 2001 between the Company and
Pacific Life Insurance Company (incorporated by reference to the
Company's Current Report on Form 8-K).(5)
10.18 Form of Indemnification Agreement between the Company and each of its
directors and officers.
10.19 Employment Agreement dated July 1,2002 between Scottish Annuity &
Life International Insurance Company (Bermuda) Ltd. and Steven A.
Helland.
10.20 Employment Agreement dated July 1,2002 between Scottish Annuity &
Life Insurance Company (Cayman) Ltd. and Thomas A. McAvity, Jr.
10.21 Employment Agreement dated June 3, 2002 between Scottish Re (U.S.),
Inc. and James Clayton Moye, III.
10.22 Employment Agreement dated June 1, 2002 between the Company and
Elizabeth Murphy.
10.23 Employment Agreement dated June 1, 2002 between the Company and
Clifford J. Wagner.
10.24 Employment Agreement dated July 8, 2002 between the Company and
Scott E. Willkomm.
10.25 Employment Agreement dated May 29, 2002 between Scottish Re (U.S.),
Inc. and Larry N. Stern.
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
99.3 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
31
(1) The Company's Registration Statement on Form S-1 was filed with the
Securities and Exchange Commission on June 19, 1998, as amended.
(2) The Company's 1999 Annual Report on Form 10-K was filed with the Securities
and Exchange Commission on April 3, 2000.
(3) The Company's 2000 Annual Report on Form 10-K was filed with the Securities
and Exchange Commission on March 30, 2001.
(4) The Company's 2001 Annual Report on Form 10-K was filed with the Securities
and Exchange Commission on March 5, 2002.
(5) The Company's Current Report on Form 8-K was filed with the Securities and
Exchange Commission on December 31, 2001.
(6) The Company's Current Report on Form 8-K/A was filed with the Securities
and Exchange Commission on January 11, 2002.
B. Reports on Form 8-K
The Company did not file any Current Reports on Form 8-K during the three
month period ended June 30, 2002.
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.
SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
Date: August 7, 2002 By: /s/ Scott E. Willkomm
Scott E. Willkomm
President
Date: August 7, 2002 By: /s/ Elizabeth A. Murphy
Elizabeth A. Murphy
Chief Financial Officer