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 September 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
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No
As of November 1, 2002, Registrant had 26, 927,456 ordinary shares outstanding.
Table of Contents
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets - September 30, 2002 (Unaudited) and 1
December 31, 2001
Unaudited Consolidated Statements of Income - Three and nine months 2
ended September 30, 2002 and 2001
Unaudited Consolidated Statements of Comprehensive Income 4
- Nine months ended September 30, 2002 and 2001
Unaudited Consolidated Statements of Shareholders' Equity - Nine 5
months ended September 30, 2002 and 2001
Unaudited Consolidated Statements of Cash Flows - Nine months 6
ended September 30, 2002 and 2001
Notes to Unaudited Consolidated Financial Statements at 7
September 30, 2002
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 12
CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 26
ITEM 4. CONTROLS AND PROCEDURES 26
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 27
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 27
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 27
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 27
ITEM 5. OTHER INFORMATION 28
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 28
SIGNATURES 31
CERTIFICATIONS 32
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Scottish Annuity & Life Holdings, Ltd.
Consolidated Balance Sheets
(Dollars in thousands)
September 30, December 31,
2002 2001
(unaudited)
--------------------- -------------------
ASSETS
Fixed maturity investments, available for sale,
at fair value (Amortized cost $841,308; 2001 - $588,542) $ 855,100 $ 583,890
Investment in unit-linked securities 16,281 20,705
Cash and cash equivalents 86,580 94,581
Policy loans 717 801
Other investments 9,843 10,120
Funds withheld at interest 1,043,608 562,446
--------------------- -------------------
Total investments 2,012,129 1,272,543
Accrued interest receivable 10,106 9,335
Reinsurance balances and risk fees receivable 15,062 60,657
Deferred acquisition costs 175,728 113,898
Amount recoverable from reinsurers 22,203 19,212
Present value of in-force business 18,758 20,383
Goodwill 32,284 30,970
Fixed assets 5,388 5,459
Due from related party 1,001 1,892
Other assets 6,636 8,764
Segregated assets 570,550 602,800
--------------------- -------------------
Total assets $ 2,869,845 $ 2,145,913
===================== ===================
LIABILITIES
Reserves for future policy benefits $ 398,926 $ 379,618
Interest sensitive contract liabilities 1,351,176 718,815
Unit-linked contract liabilities 16,545 25,503
Borrowings 21,216 65,145
Accounts payable and accrued expenses 13,200 12,532
Reinsurance payables 7,202 4,258
Current income tax payable 1,098 359
Deferred tax liability 8,241 5,601
Segregated liabilities 570,550 602,800
--------------------- -------------------
Total liabilities 2,388,154 1,814,631
--------------------- -------------------
SHAREHOLDERS' EQUITY
Share capital, par value $0.01 per ordinary share:
Issued and fully paid: 26,927,456 ordinary shares
(2001 - 20,144,956) 269 201
Additional paid-in capital 416,073 301,542
Accumulated other comprehensive income (loss) 16,056 (3,626)
Retained earnings 49,293 33,165
--------------------- -------------------
Total shareholders' equity 481,691 331,282
--------------------- -------------------
Total liabilities and shareholders' equity $ 2,869,845 $ 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 Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2002 2001 2002 2001
------------------- ------------------ ------------------ -------------------
REVENUES
Premiums earned $ 55,122 $ 18,631 $ 124,105 $ 39,461
Fee income 1,340 944 5,615 2,562
Investment income, net 28,697 12,526 76,574 34,788
Realized gains (losses) (5,653) 402 (8,932) 860
------------------- ------------------ ------------------ -------------------
Total revenues 79,506 32,503 197,362 77,671
------------------- ------------------ ------------------ -------------------
BENEFITS AND EXPENSES
Claims and other policy benefits 35,630 13,028 86,173 30,654
Interest credited to interest sensitive
contract liabilities 13,240 3,391 33,646 10,428
Acquisition costs and other insurance
expenses, net 16,848 6,170 39,060 13,437
Operating expenses 6,952 2,934 17,928 7,906
Interest expense 111 622 593 937
------------------- ------------------ ------------------ -------------------
Total benefits and expenses 72,781 26,145 177,400 63,362
------------------- ------------------ ------------------ -------------------
Net income before income taxes 6,725 6,358 19,962 14,309
Income tax expense (benefit) (254) 824 136 767
------------------- ------------------ ------------------ -------------------
Income before cumulative effect of
change in accounting principle 6,979 5,534 19,826 13,542
Cumulative effect of change in
accounting principle - - - (406)
------------------- ------------------ ------------------ -------------------
Net income $ 6,979 $ 5,534 $ 19,826 $ 13,136
=================== ================== ================== ===================
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 Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2002 2001 2002 2001
------------------- ------------------ ------------------ -------------------
Earnings per ordinary share - Basic
Net income before cumulative effect of
change in accounting principle $0.26 $0.35 $0.81 $0.86
Cumulative effect of change in accounting principle - - - (0.02)
------------------- ------------------ ------------------ -------------------
Net Income $0.26 $0.35 $0.81 $0.84
=================== ================== ================== ===================
Earnings per ordinary share -Diluted
Net income before cumulative effect of
change in accounting principle $0.25 $0.33 $0.76 $0.82
Cumulative effect of change in accounting principle - - - (0.02)
------------------- ------------------ ------------------ -------------------
Net Income $0.25 $0.33 $0.76 $0.80
=================== ================== ================== ===================
Dividends per ordinary share $0.05 $0.05 $0.15 $0.15
=================== ================== ================== ===================
Weighted average number of ordinary shares
outstanding
Basic 26,910,907 15,699,027 24,604,864 15,657,405
=================== ================== ================== ===================
Diluted 27,943,453 16,918,832 25,958,339 16,434,262
=================== ================== ================== ===================
See Accompanying Notes to Unaudited Consolidated Financial Statements
3
Scottish Annuity & Life Holdings, Ltd.
Unaudited Consolidated Statements of Comprehensive Income
(Dollars in thousands)
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2002 2001 2002 2001
------------------- ------------------ ------------------ -------------------
Net income $ 6,979 $ 5,534 $19,826 $13,136
------------------- ------------------ ------------------ -------------------
Other comprehensive income, net of tax
Unrealized appreciation on investments: 11,989 5,988 18,171 8,146
Add: reclassification adjustment for investment
gains (losses) included in net income (2,324) 334 (3,604) (122)
------------------- ------------------ ------------------ -------------------
Unrealized appreciation on investments net
of deferred income tax expense (benefit)
of $3,934, $(301), $2,848 and $180 9,665 6,322 14,567 8,024
------------------- ------------------ ------------------ -------------------
Cumulative translation adjustments 2,127 - 5,115 -
------------------- ------------------ ------------------ -------------------
Comprehensive income $18,771 $11,856 $39,508 $21,160
=================== ================== ================== ===================
See Accompanying Notes to Unaudited Consolidated Financial Statements
4
Scottish Annuity & Life Holdings, Ltd.
Unaudited Consolidated Statements of Shareholders' Equity
(Dollars in thousands)
Nine months Nine months
ended ended
September 30, September 30,
2002 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 32,500 98,336
Repurchase of shares - (100,000)
------------------- ------------------
End of period 26,927,456 15,612,576
------------------- ------------------
SHARE CAPITAL:
Beginning of period $ 201 $ 156
Ordinary shares issued 68 -
Issuance to employees on exercise of options - 1
Repurchase of shares - (1)
------------------- ------------------
End of period 269 156
------------------- ------------------
ADDITIONAL PAID-IN CAPITAL:
Beginning of period 301,542 223,771
Ordinary shares issued 114,252 -
Issuance to employees on exercise of options 279 1,299
Repurchase of shares - (1,483)
------------------- ------------------
End of period 416,073 223,587
------------------- ------------------
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Unrealized depreciation on investments
Beginning of period (3,626) (3,822)
Change in period (net of tax) 14,567 8,024
------------------- ------------------
End of period 10,941 4,202
------------------- ------------------
Cumulative translation adjustment 5,115 -
------------------- ------------------
ACCUMULATED OTHER COMPREHENSIVE INCOME: 16,056 4,202
------------------- ------------------
RETAINED EARNINGS:
Beginning of period 33,165 19,459
Net income 19,826 13,136
Dividends paid (3,698) (2,352)
------------------- ------------------
End of period 49,293 30,243
------------------- ------------------
TOTAL SHAREHOLDERS' EQUITY $481,691 $258,188
=================== ==================
See Accompanying Notes to Unaudited Consolidated Financial Statements
5
Scottish Annuity & Life Holdings, Ltd.
Unaudited Consolidated Statements of Cash Flows
(Dollars in thousands)
Nine months Nine months
ended ended
September 30, 2002 September 30, 2001
--------------------- --------------------
OPERATING ACTIVITIES
Net income $ 19,826 $ 13,542
Items not affecting cash:
Net realized (gains) losses 8,932 (860)
Amortization of investments 150 (1,123)
Amortization of deferred acquisition costs 20,159 7,678
Amortization of present value of in force business 2,061 154
Interest credited to interest sensitive contract
liabilities 33,646 10,428
Changes in assets and liabilities:
Accrued interest (770) 210
Reinsurance and risk fees receivable and 48,540 6,645
reinsurance payables
Deferred acquisition costs (81,989) (53,175)
Deferred tax liability 626 (351)
Other assets 2,127 (1,196)
Current income tax receivable and payable 739 1,118
Reserve for future policy benefits 16,317 74,268
Unit linked contract liabilities (8,958) -
Due from related party 891 218
Accounts payable and accrued expenses 668 639
Other (1,003) (2,547)
--------------------- --------------------
Net cash provided by operating activities 61,962 55,648
--------------------- --------------------
INVESTING ACTIVITIES
Purchase of fixed maturity investments (446,236) (183,399)
Proceeds from sales of fixed maturity investments 121,665 225,794
Proceeds from maturity of investments 70,964 65,023
Funds withheld at interest (481,162) (228,538)
Costs on acquisition of World-Wide (1,315) -
Other investments 433 (10,119)
--------------------- --------------------
Net cash used in investing activities (735,651) (131,239)
--------------------- --------------------
FINANCING ACTIVITIES
Deposits to interest sensitive contract liabilities 648,814 232,376
Withdrawals from interest sensitive contract
liabilities (50,098) (205,355)
Borrowings (43,929) 67,777
Issuance of ordinary shares 114,599 1,299
Dividends paid (3,698) (2,352)
Repurchase of shares - (1,483)
--------------------- --------------------
Net cash provided by financing activities 665,688 92,262
--------------------- --------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (8,001) 16,671
Cash and cash equivalents, beginning of period 94,581 47,763
--------------------- --------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 86,580 $ 64,434
===================== ====================
See Accompanying Notes to Unaudited Consolidated Financial Statements
6
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
September 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).
Certain 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 applied the new rules on accounting for goodwill and other intangible
assets during the quarter ended June 30, 2002. Goodwill recognized in the
consolidated balance sheet was 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
on these securities. 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.
7
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
September 30, 2002
4. Business acquisitions
On December 31, 2001, we completed the purchase of World-Wide Holdings and
its wholly owned subsidiary World-Wide Reassurance ("World-Wide"). The excess of
the purchase price over net assets acquired was $32.3 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 costs of $1.7 million,
relating to the acquisition, which were identified during the nine months ended
September 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 nine-month periods ended September 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 September 30, 2001 Nine months ended September 30, 2001
Revenues $32,503 $8,946 $41,449 $77,671 $26,841 $104,512
================ =============== ================ ================ =============== ==============
Income before cumulative effect
of change in accounting principle $5,534 $516 $6,050 $13,542 $1,549 $15,091
Cumulative effect of change in
accounting principle - - - (406) - (406)
---------------- --------------- ---------------- ---------------- --------------- --------------
Net income $5,534 $516 $6,050 $13,136 $1,549 $14,685
================ =============== ================ ================ =============== ==============
Earnings per ordinary share -
basic (2)
Income before cumulative effect
of change in accounting principle $0.35 $0.30 $0.86 $0.75
Cumulative effect of change in
accounting principle - - (0.02) (0.02)
---------------- --------------- ---------------- ---------------- --------------- --------------
Net income $0.35 $0.30 $0.84 $0.73
================ =============== ================ ================ =============== ==============
Earnings per ordinary share -
diluted
Income before cumulative effect
of change in accounting principle $0.33 $0.28 $0.82 $0.72
Cumulative effect of change in
accounting principle - - (0.02) (0.02)
---------------- --------------- ---------------- ---------------- --------------- --------------
Net income $0.33 $0.28 $0.80 $0.70
================ =============== ================ ================ =============== ==============
(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
September 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 Nine months Nine months
ended ended ended ended
September 30, 2002 September 30, 2001 September 30, 2002 September 30, 2001
------------------- ------------------- ------------------- -------------------
REVENUES
Life Reinsurance
North America $ 54,326 $ 29,736 $141,441 $ 69,057
International 23,328 - 50,402 -
------------------- ------------------- ------------------- -------------------
Total Life Reinsurance 77,654 29,736 191,843 69,057
Wealth Management 946 659 2,493 1,934
Other 906 2,108 3,026 6,680
------------------- ------------------- ------------------- -------------------
Total $ 79,506 $ 32,503 $197,362 $ 77,671
=================== =================== =================== ===================
NET INCOME BEFORE INCOME TAXES
Life Reinsurance
North America $ 4,325 $ 6,589 $ 15,580 $ 12,217
International 4,230 - 8,688 -
------------------- ------------------- ------------------- -------------------
Total Life Reinsurance 8,555 6,589 24,268 12,217
Wealth Management (713) (171) (1,405) 436
Other (1,117) (60) (2,901) 1,656
------------------- ------------------- ------------------- -------------------
Total $ 6,725 $ 6,358 $ 19,962 $ 14,309
=================== =================== =================== ===================
September 30, December 31,
2002 2001
------------------- -------------------
ASSETS BY SEGMENT
Life Reinsurance
North America $1,991,137 $1,253,605
International 214,828 179,845
------------------- -------------------
Total Life Reinsurance 2,205,965 1,433,450
Wealth Management 604,305 632,835
Other 59,575 79,628
------------------- -------------------
Total $2,869,845 $2,145,913
=================== ===================
9
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
September 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 Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2002 2001 2002 2001
------------------ ----------------- ------------------ ------------------
Numerator:
Net income $6,979 $5,534 $19,826 $13,136
================== ================= ================== ==================
Denominator:
Denominator for basic earnings per ordinary share -
Weighted average number of ordinary shares 26,910,907 15,699,027 24,604,864 15,657,405
Effect of dilutive securities - Stock options 729,007 805,644 860,740 636,477
- Warrants 303,539 414,161 492,735 140,380
------------------ ----------------- ------------------ ------------------
Denominator for dilutive earnings per ordinary share 27,943,453 16,918,832 25,958,339 16,434,262
================== ================= ================== ==================
Basic earnings per ordinary share $0.26 $0.35 $0.81 $0.84
================== ================= ================== ==================
Diluted earnings per ordinary share $0.25 $0.33 $0.76 $0.80
================== ================= ================== ==================
10
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
September 30, 2002
7. Deferred acquisition costs
The change in deferred acquisition costs is as follows:
Three months Three months Nine months Nine months
ended ended ended ended
September 30, 2002 September 30, 2001 September 30, 2002 September 30, 2001
------------------- ------------------- ------------------- -------------------
Balance beginning of period $150,464 $56,500 $113,898 $30,922
Deferred acquisition costs on in force
blocks of business purchased - - - 11,000
Expenses deferred 31,801 22,962 81,989 42,175
Amortization expense (6,537) (3,043) (20,159) (7,678)
------------------- ------------------- ------------------- -------------------
Balance end of period $175,728 $76,419 $175,728 $76,419
=================== =================== =================== ===================
8. Borrowings
During the quarter we arranged two secured credit facilities with U.S.
banks totaling $100 million. Each of the credit facilities provides a
combination of borrowings and letters of credit of up to $50 million. Interest
rates on amounts borrowed under these facilities are LIBOR plus 45-50 basis
points. These facilities expire in September 2003 but are renewable with the
agreement of both parties. At September 30, 2002 there were no borrowings or
outstanding letters of credit under these facilities. Each facility has
covenants, including a consolidated net worth covenant and a maximum leverage
covenant. At September 30, 2001 we had borrowed $40 million under a credit
facility with a U.S. bank.
We also have borrowings of $21.2 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 September 30, 2002 the rate applicable
to borrowings was 1.8%.
9. 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 used the proceeds
of the equity offering to repay short-term borrowings of $40 million and the
remainder for general corporate purposes.
11
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. We also enter into funding agreements that do not generate
premium income but generate income to the extent we earn an investment return in
excess of the interest credited.
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
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, realized investment losses on our unit-linked
securities and write downs of securities deemed to be other than temporarily
impaired.
12
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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;
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 change the reserves if our experience leads us to believe that
benefit claims and expenses will ultimately be greater or less than the existing
reserve. We report the change in 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 and 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
13
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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.
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
14
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
subject to annual impairment tests in accordance with the Statements. We have
performed 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 the value has been below cost, credit worthiness of the issuer,
forecasted financial performance of the issuer, position of the security in the
issuer's capital structure, the presence or absence of collateral or other
credit enhancement, the length of time to maturity, 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 nine month periods ended
September 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 Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2002 2001 2002 2001
------------------- ------------------- ------------------- -------------------
Net income $6,979 $5,534 $19,826 $13,136
=================== =================== =================== ===================
Basic earnings per ordinary share $0.26 $0.35 $0.81 $0.84
=================== =================== =================== ===================
Diluted earnings per ordinary share $0.25 $0.33 $0.76 $0.80
=================== =================== =================== ===================
Weighted average number of ordinary shares
outstanding:
Basic 26,910,907 15,699,027 24,604,864 15,657,405
=================== =================== =================== ===================
Diluted 27,943,453 16,918,832 25,958,339 16,434,262
=================== =================== =================== ===================
Net income for the third quarter of 2002 increased 26% to $7.0 million from
$5.5 million in the same quarter in 2001. Net income for the nine-month period
ended September 30, 2002 increased 51% to $19.8 million from $13.1 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 were
offset in part by an increase in realized losses on fixed maturity investments
and unit-linked securities. Realized losses were $5.7 million in the third
quarter of 2002 and $8.9 million in the nine month period ended September 30,
2002 compared to realized gains of $402,000 and $860,000, respectively, in the
quarter and nine month periods ended September 30, 2002. The contribution to net
income by World-Wide amounted to $3.3 million and $6.8 million for the three and
nine month periods of 2002, respectively.
Earnings per ordinary share on a diluted basis amounted to $0.25 for the
third quarter of 2002 in comparison with $0.33 in the same quarter in 2001. For
the nine-month period ended September 30, 2002 diluted earnings per share
amounted to $0.76 in comparison with $0.80 per ordinary share in the same period
in 2001. Diluted earnings per share has decreased as a result of the realized
losses on fixed maturity investments and unit- linked securities and the
increase in the number of
15
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
ordinary shares outstanding. The increase in the number of ordinary shares
outstanding is a result of shares issued in the acquisition of World-Wide and
the equity offering, discussed in Note 9 to the unaudited consolidated financial
statements.
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2002 2001 2002 2001
------------------- ------------------- ------------------- -------------------
GAAP net income $ 6,979 $ 5,534 $19,826 $13,136
Non-recurring expenses 482 - 482 -
Realized losses net of deferred acquisition
costs - non taxable companies 875 1,710 1,412 1,304
Realized losses (gains) net of deferred
acquisition costs - taxable companies 5,054 (2,112) 7,822 (2,164)
Provision for taxes - taxable companies (1,371) 737 (2,272) 737
Cumulative effect of change in accounting
principle - - - 406
------------------- ------------------- ------------------- -------------------
Net operating earnings $12,019 $ 5,869 $27,270 $13,419
=================== =================== =================== ===================
Weighted average number of ordinary shares
outstanding
Basic 26,910,907 15,699,027 24,604,864 15,657,405
=================== =================== =================== ===================
Diluted 27,943,453 16,918,832 25,958,339 16,434,262
=================== =================== =================== ===================
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. Non recurring
items in the nine month period ended September 30, 2002 include a charge of
$482,000 relating to severance arrangements with certain employees and a charge
of $406,000 in 2001 due to the cumulative effect of a change in accounting
principle. 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 105% to $12.0 million in the third quarter
from $5.9 million in the same quarter in 2001. Net operating earnings for the
nine-month period ended September 30, 2002 increased 103% to $27.3 million from
$13.4 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 $47.0 million or 145% to $79.5 million in the third
quarter of 2002 in comparison with the third quarter of 2001. During the nine
months ended September 30, 2002 revenues increased by $119.7 million or 154% to
$197.4 million in comparison with the 2001 period. 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 9 to the unaudited consolidated financial statements.
16
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 Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2002 2001 2002 2001
------------------ ------------------- ------------------- -------------------
$55,122 $18,631 $124,105 $39,461
Premiums earned
Fee income 1,340 944 5,615 2,562
Investment income, net 28,697 12,526 76,574 34,788
Realized gains (losses) (5,653) 402 (8,932) 860
------------------ ------------------- ------------------- -------------------
Total revenues $79,506 $32,503 $197,362 $77,671
================== =================== =================== ===================
Premiums earned
Premiums earned during the third quarter of 2002 increased 196% to $55.1
million compared with the same quarter in 2001. Premiums earned during the
nine-month period ended September 30, 2002 increased 215% to $124.1 million
compared with the prior year period. World-Wide's premiums earned during the
third quarter amounted to $25.6 million and $52.0 million, respectively, during
those periods. Premiums earned on Life Reinsurance North America operations
during the quarter ended September 30, 2002 increased by 58% to $29.5 million
and were from 49 clients. Premiums earned on Life Reinsurance North America
operations during the nine-month period ended September 30, 2002 increased 82%
to $72.0 million. Premiums earned, on the Life Reinsurance North America
operations, in the third quarter and nine months of 2001 were from 33
reinsurance clients.
As of September 30, 2002 we reinsured approximately $57.6 billion of life
coverage on 1,373,000 lives in our North American operations. Our average
benefit coverage per life is $42,000 and our maximum corporate retention on any
one life is $500,000. As of September 30, 2001 we reinsured approximately $27.3
billion of life coverage on 860,000 lives. Our average benefit coverage per life
was $32,000.
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 44% to $447,000 and by 366% to $3.1 million during
the third quarter and the first nine 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 third quarter of 2002 by 41% to
$893,000 and by 34% to $2.6 million during the first nine months of 2002
compared to the same periods in 2001. The increase during the quarter is
primarily due to increases in account balances compared to the prior year. The
growth in variable account balances has been partly offset by negative
investment performance in the nine months ended September 30, 2002.
17
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 Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2002 2001 2002 2001
------------------ ------------------- ------------------- -------------------
Life Reinsurance North America $447 $311 $3,056 $656
Wealth Management 893 633 2,559 1,906
------------------ ------------------- ------------------- -------------------
Total $1,340 $944 $5,615 $2,562
================== =================== =================== ===================
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.
September 30, December 31, September 30,
2002 2001 2001
----------------- ---------------- ------------------
Number of clients - Life 48 42 28
- Annuity 90 90 85
----------------- ---------------- ------------------
138 132 113
================= ================ ==================
Segregated asset value - Life $113,800 $134,800 $ 82,100
- Annuity 456,750 468,000 434,350
----------------- ---------------- ------------------
$570,550 $602,800 $516,450
================= ================ ==================
Face value - Life $978,092 $812,380 $586,589
================= ================ ==================
The change in the segregated assets is as follows:
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2002 2001 2002 2001
------------------ ------------------- ------------------- -------------------
Balance at beginning of period $573,150 $520,570 $602,800 $409,660
Deposits 12,592 27,400 24,399 136,524
Withdrawals (21,182) (770) (21,832) (8,985)
Investment performance (1) 5,990 (30,750) (34,817) (20,749)
------------------ ------------------- ------------------- -------------------
Balance at end of period $570,550 $516,450 $570,550 $516,450
================== =================== =================== ===================
(1) Investment performance for the period is determined using actual asset
valuations where available and estimates where actual data is not
available.
18
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Investment income
Net investment income increased by $16.2 million or 129% to $28.7 million
in the third quarter of 2002 compared to $12.5 million in the third quarter of
2001 and by $41.8 million or 120% to $76.6 million during the first nine months
of 2002 compared to $34.8 million in the same period in 2001. The increases are
due to the growth in our average invested assets, which has more than
compensated for decreases in realized yields on investments in the current year
period. Our total invested assets have increased significantly because of growth
of our Life Reinsurance North America business, assets acquired through the
acquisition of World-Wide and our equity offering in April 2002. Total invested
assets have increased from $832.4 million at September 30, 2001 to $2,012.1
million at September 30, 2002. World-Wide's invested assets amounted to $134.6
million at September 30, 2002.
During the third quarter of 2002 and the first nine months of 2002, average
book yields were lower, particularly on floating rate assets and cash than in
the same periods in 2001. On the $915.9 million portfolio managed by General Re
- - New England Asset Management Inc. ("NEAM"), the yields on fixed rate assets
were 6.2% and 7.2% at September 30, 2002 and 2001, respectively. Yields on
floating rate assets are indexed to LIBOR. Between those dates, however, LIBOR
decreased to 1.8% from 2.6%, the yield on our floating rate assets decreased to
3.5% from 5.8% and the yield on our cash and cash equivalents decreased to 1.5%
from 2.8%. The volume of floating rate assets was increased in July 2002 as a
result of our investing the proceeds of a $100 million floating-rate funding
agreement to earn a spread over the cost of funds.
The split of investment income by segment is as follows:
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2002 2001 2002 2001
------------------ ------------------- ------------------- -------------------
Life Reinsurance - North America $26,440 $10,348 $69,123 $28,538
- International 1,297 - 4,405 -
Wealth Management 53 26 (66) 28
Other (1) 907 2,152 3,112 6,222
------------------ ------------------- ------------------- -------------------
Total $28,697 $12,526 $76,574 $34,788
================== =================== =================== ===================
(1) Other includes investment income on unallocated capital.
Realized gains (losses)
In the third quarter of 2002, realized losses on investments amounted to
$5.7 million compared to realized gains of $402,000 in the third quarter of
2001. During the first nine months of 2002 realized losses amounted to $8.9
million in comparison with gains of $860,000 in the first nine months of 2001.
These losses are comprised of realized investment losses on unit-linked
securities held by World-Wide, impairment losses recognized under EITF Issue No.
99-20 and "other than temporary impairments" on fixed maturity investments.
These losses have been partially offset by realized gains arising on the sales
of fixed maturity investments in the 2002 period.
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.
19
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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.
Benefits and expenses
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2002 2001 2002 2001
------------------ ------------------- ------------------- -------------------
Claims and other policy benefits $35,630 $13,028 $86,173 $30,654
Interest credited to interest
sensitive contract liabilities 13,240 3,391 33,646 10,428
Acquisition costs and other 16,848 6,170 39,060 13,437
insurance expenses
Operating expenses 6,952 2,934 17,928 7,906
Interest expense 111 622 593 937
------------------ ------------------- ------------------- -------------------
Total benefits and expenses $72,781 $26,145 $177,400 $63,362
================== =================== =================== ===================
Claims and other policy benefits
Claims and other policy benefits increased by 173% to $35.6 million in the
third quarter of 2002 from $13.0 million in the third quarter of 2001 and by
181% to $86.2 million in the first nine months from $30.7 million in the same
period of 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. World-Wide's claims and
policyholder benefits were $13.7 million and $31.1 million, respectively, for
the third quarter and first nine months of 2002. In the third quarter and nine
months ended September 30, 2001 we expensed claims totaling $630,000 in relation
to the World Trade Center and Pentagon attacks on September 11, 2001.
20
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Interest credited to interest sensitive contract liabilities
Interest credited to interest sensitive contract liabilities increased by
$9.8 million or 290% to $13.2 million for the third quarter of 2002 from $3.4
million in the third quarter of 2001. For the first nine months of 2002 interest
credited to interest sensitive contract liabilities increased by $23.2 million
or 223% to $33.6 million from $10.4 million in the same period 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 $10.7 million
or 173% to $16.8 million in the third quarter of 2002 from $6.1 million in the
third quarter of 2001. During the first nine months of 2002 acquisition costs
and other insurance expenses increased by $25.6 million or 191% to $39.0 million
from $13.4 million in the same period in 2001. The increases were a result of
the acquisition of World-Wide, the increased number of reinsurance clients in
our Life Reinsurance North America business and the increase in premiums earned.
The components of these expenses are as follows:
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2002 2001 2002 2001
------------------ ------------------- ------------------- -------------------
Commissions, excise taxes and
other insurance expenses $41,503 $26,038 $98,701 $47,780
Deferral of expenses (32,173) (22,962) (81,861) (42,175)
------------------ ------------------- ------------------- -------------------
9,330 3,076 16,840 5,605
Amortization - Present value of
in-force business 981 51 2,061 154
Amortization - Deferred
acquisition costs 6,537 3,043 20,159 7,678
------------------ ------------------- ------------------- -------------------
Total $16,848 $6,170 $39,060 $13,437
================== =================== =================== ===================
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 the case of
interest sensitive contract liabilities, in relation to the estimated gross
profit therefrom.
21
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The split of these expenses between segments is as follows:
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2002 2001 2002 2001
------------------ ------------------- ------------------- -------------------
Life Reinsurance - North America $12,212 $5,974 $31,237 $12,926
- International 3,814 - 5,488 -
Wealth Management 822 196 2,335 511
------------------ ------------------- ------------------- -------------------
Total $16,848 $6,170 $39,060 $13,437
================== =================== =================== ===================
Operating expenses
Operating expenses increased to $7.0 million for the third quarter of 2002
compared to $2.9 million in the second quarter of 2001 and to $17.9 million in
the first nine months of 2002 compared to $8.0 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. Operating
expenses in the quarter and nine months ended September 30, 2002 include
$730,000 non-recurring expenses in respect of severance payments to certain
employees.
The split of operating expenses between segments is as follows:
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2002 2001 2002 2001
------------------ ------------------- ------------------- -------------------
Life Reinsurance - North America $2,628 $754 $6,002 $2,832
- International 1,576 - 5,030 -
Wealth Management 836 635 1,562 987
Other 1,912 1,545 5,334 4,087
------------------ ------------------- ------------------- -------------------
Total $6,952 $2,934 $17,928 $7,906
================== =================== =================== ===================
Other operating expenses include salaries, head office expenses, legal and
professional fees and other expenses not directly related to either our Life
Reinsurance or Wealth Management lines of business.
Interest expense
We incurred interest expense of $111,000 during the third quarter of 2002
as compared with $622,000 in the third quarter of 2001 reflecting the use of
borrowings as described in Note 8 to the unaudited consolidated financial
statements. Interest expense for the nine months ended September 30, 2002
amounted to $593,000 in comparison with $937,000 in the same period of 2001.
22
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Income taxes
The 2002 and 2001 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.
Financial Condition
Investments
At September 30, 2002 the portfolio controlled by us consisted of $914.8
million of fixed income securities and cash. The average Standard & Poor's
rating of the portfolio was "AA-", average effective duration was 2.95 years
and the average book yield was 5.43% as compared with an average rating of "A+",
an average effective duration of 3.5 years and an average book yield of 6.14% at
December 31, 2001. At September 30, 2002 the unrealized appreciation on
investments, net of tax was $10.9 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 September 30, 2002 funds withheld at interest totaled $1,043.6 million
with an average rating of "A", an average duration of 5.42 years and an average
book yield of 6.54% 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 $1,123.6 million
at September 30, 2002.
Liquidity and Capital Resources
Cash flow
Cash flow from operations for the nine month period ended September 30,
2002 was $62.0 million compared to $55.6 million in the prior year period. The
positive cash flow in the first nine months of 2001 arose principally as a
result of the acquisition of $58.9 million of assets pursuant to the purchase of
an in-force reinsurance transaction. There have been no acquisitions of in-force
business in 2002. 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 September 30, 2002, total capitalization was $481.7 million compared to
$331.3 million at December 31, 2001. The increase in capitalization at September
30, 2002 is due to the proceeds of the equity offering of $114.3 million
discussed in Note 9 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 used
the proceeds of the offering to repay short-term borrowings of $40 million and
for general corporate purposes.
During the nine months ended September 30, 2002, we have paid dividends
totaling $0.15 per share or $3.7 million in comparison with $2.4 million for the
first nine months of 2001.
23
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
During the quarter we arranged two secured credit facilities with U.S.
banks totaling $100 million. Each of the facilities provides a combination of
borrowings and letters of credit for $50 million. These facilities expire in
September 2003 but are renewable with the agreement of both parties. One of the
facilities requires that Scottish Annuity & Life Insurance Company (Cayman) Ltd.
and World-Wide Reassurance maintain Standard & Poor's ratings of "A-". Scottish
Annuity & Life Insurance Company (Cayman) Ltd. is also required to maintain
shareholder's equity at $210 million. At September 30, 2002 its shareholder's
equity was $335 million. The other $50 million facility requires that the
Company maintain consolidated net worth of $375 million and a maximum debt to
total capitalization ratio of 25%. At September 30, 2002 our net worth was $482
million and the ratio of debt to total capitalization was 4%. Our failure to
comply with the requirements of the credit facilities would, subject to grace
periods, result in an event of default and we could be required to repay any
outstanding borrowings. At September 30, 2002 there were no borrowings or
outstanding letters of credit under these facilities.
At September 30, 2001 we had borrowed $40 million under a credit facility
with a U.S. bank. This borrowing was repaid with the proceeds of the equity
offering.
We have also borrowed $21.2 million at September 30, 2002 ($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.
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:
|X| When Scottish Annuity & Life Insurance Company (Cayman) Ltd. enters
into a reinsurance treaty with a U.S. customer, we must contribute
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;
|X| 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 contributing assets in a
reserve credit trust or providing a letter of credit;
|X| 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
|X| 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.
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.
24
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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.
Our business is capital intensive. We expect that our cash and investments,
together with cash generated from our businesses, will provide sufficient
sources to meet our current liquidity and letter of credit needs. However, if
our business continues to grow significantly, we will need to raise additional
capital. In addition, one of our objectives is to minimize our cost of capital
and in that regard we continue to evaluate different alternatives available to
us involving increasing the leverage in our capitalization.
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 applied the new rules on accounting for goodwill and other intangible
assets during the quarter ended June 30, 2002. Goodwill of $32.3 million arose
on the acquisition of World-Wide at December 31, 2001. We have performed 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.
25
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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:
|X| Uncertainties relating to the ratings accorded to our insurance
subsidiaries;
|X| Uncertainties relating to government and regulatory policies (such as
subjecting us to insurance regulation or taxation in additional
jurisdictions);
|X| Exposure to mortality experience which differs from our assumptions;
|X| Uncertainties arising from control of our assets by third parties;
|X| The risk that our risk analysis and underwriting may be inadequate;
|X| Risks arising from our investment strategy, including risks related to
market value of our investments, fluctuations in interest rates and
our need for liquidity;
|X| The risk that our retrocessionaires may not honor their obligations to
us;
|X| Changes in capital needs;
|X| The impact of acquisitions, including the ability to successfully
integrate acquired businesses, the competing demands for our capital
and the risk of undisclosed liabilities;
|X| Loss of the service of any of our key employees;
|X| Changes in accounting principles;
|X| Terrorist attacks on the United States and the impact of such attacks
on the economy in general and on our business in particular;
|X| Political and economic risks in developing countries;
|X| Losses due to foreign currency rate fluctuations;
|X| Changes in the rate of policyholder withdrawals or recapture of
reinsurance treaties;
|X| The competitive environment in which we operate and associated pricing
pressures; and
|X| Developments in global financial markets that could affect our
investment portfolio and fee income.
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.
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.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. Based on their
evaluation as of a date within 90 days of the filing date of this
Quarterly Report on Form 10-Q, our principal executive officers and
principal financial officer have concluded that the Company's
disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c) under the Securities and Exchange Act of 1934 (the "Exchange
Act")) are effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission rules
and forms.
(b) Changes in internal controls. There were no significant changes in the
Company's internal controls or in other factors that could
significantly affect these controls subsequent to the date of their
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
26
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
Not applicable.
Item 3. Default Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Securities Holders
Not applicable.
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
Number Description of Document
- ------- -----------------------
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)
27
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)
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).
28
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)
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 (incorporated by reference to the Company's
Amended Quarterly Report on Form 10-Q/A).(7)
10.19 Employment Agreement dated July 1, 2002 between Scottish Annuity &
Life International Insurance Company (Bermuda) Ltd. and Steven A.
Helland (incorporated by reference to the Company's Amended
Quarterly Report on Form 10-Q/A).(7)
10.20 Employment Agreement dated July 1, 2002 between Scottish Annuity &
Life Insurance Company (Cayman) Ltd. and Thomas A. McAvity, Jr.
(incorporated by reference to the Company's Amended Quarterly Report
on Form 10-Q/A).(7)
10.21 Employment Agreement dated June 3, 2002 between Scottish Re (U.S.),
Inc. and James Clayton Moye, III (incorporated by reference to the
Company's Amended Quarterly Report on Form 10-Q/A).(7)
10.22 Employment Agreement dated June 1, 2002 between the Company and
Elizabeth Murphy (incorporated by reference to the Company's Amended
Quarterly Report on Form 10-Q/A).(7)
10.23 Employment Agreement dated June 1, 2002 between the Company and
Clifford J. Wagner (incorporated by reference to the Company's
Amended Quarterly Report on Form 10-Q/A).(7)
29
10.24 Employment Agreement dated July 8, 2002 between the Company and Scott
E. Willkomm (incorporated by reference to the Company's Amended
Quarterly Report on Form 10-Q/A).(7)
10.25 Employment Agreement dated May 29, 2002 between Scottish Re (U.S.),
Inc. and Larry N. Stern (incorporated by reference to the Company's
Amended Quarterly Report on Form 10-Q/A).(7)
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.
(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.
(7) The Company's Amended Quarterly Report on Form 10-Q/A for the period ended
June 30, 2002 was filed with the Securities and Exchange Commission on
August 8, 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 September 30, 2002.
30
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: November 6, 2002 By: /s/ Scott E. Willkomm
Scott E. Willkomm
President
Date: November 6, 2002 By: /s/ Michael C. French
Michael C. French
Chief Executive Officer
Date: November 6, 2002 By: /s/ Elizabeth A. Murphy
Elizabeth A. Murphy
Chief Financial Officer
31
CERTIFICATION
I, Michael C. French, Chief Executive Officer of Scottish Annuity & Life
Holdings, Ltd. certify that:
1. I have reviewed this quarterly report on Form 10-Q of Scottish Annuity &
Life Holdings, Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. Scottish Annuity & Life Holdings, Ltd.'s other certifying officers and I
are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. Scottish Annuity & Life Holdings, Ltd.'s other certifying officers and I
have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. Scottish Annuity & Life Holdings, Ltd.'s other certifying officers and I
have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 6, 2002
/s/ Michael C. French
- ------------------------------
Michael C. French
Chief Executive Officer
32
CERTIFICATION
I, Scott E. Willkomm, President of Scottish Annuity & Life Holdings, Ltd.
certify that:
1. I have reviewed this quarterly report on Form 10-Q of Scottish Annuity &
Life Holdings, Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. Scottish Annuity & Life Holdings, Ltd.'s other certifying officers and I
are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. Scottish Annuity & Life Holdings, Ltd.'s other certifying officers and I
have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. Scottish Annuity & Life Holdings, Ltd.'s other certifying officers and I
have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 6, 2002
/s/ Scott E. Willkomm
- ------------------------------
Scott E. Willkomm
President
33
CERTIFICATION
I, Elizabeth A. Murphy, Chief Financial Officer of Scottish Annuity & Life
Holdings, Ltd. certify that:
1. I have reviewed this quarterly report on Form 10-Q of Scottish Annuity &
Life Holdings, Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. Scottish Annuity & Life Holdings, Ltd.'s other certifying officers and I
are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. Scottish Annuity & Life Holdings, Ltd.'s other certifying officers and I
have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. Scottish Annuity & Life Holdings, Ltd.'s other certifying officers and I
have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 6, 2002
/s/ Elizabeth A. Murphy
- ------------------------------
Elizabeth A. Murphy
Chief Financial Officer
34