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 March 31, 2002
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition period from ____ to ______
Commission File Number 0-29788
SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands 98-0362785
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
P.O. Box HM 2939
Crown House, Third Floor
4 Par-la-Ville Road
Hamilton HM08
Bermuda
Not Applicable
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (441) 295-4451
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
As of May 1, 2002, Registrant had 26,905,123 ordinary shares outstanding.
Table of Contents
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets - March 31, 2002 (Unaudited)
and December 31, 2001 1
Unaudited Consolidated Statements of Income - Three months
ended March 31, 2002 and 2001 2
Unaudited Consolidated Statements of Comprehensive Income -
Three months ended March 31, 2002 and 2001 3
Unaudited Consolidated Statements of Shareholders' Equity -
Three months ended March 31, 2002 and 2001 4
Unaudited Consolidated Statements of Cash Flows -
Three months ended March 31, 2002 and 2001 5
Notes to Unaudited Consolidated Financial Statements at March 31, 2002 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 11
CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 23
PART II OTHER INFORMATION
ITEM 1 through ITEM 6 24
SIGNATURES 28
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Scottish Annuity & Life Holdings, Ltd.
Consolidated Balance Sheets
(Dollars in thousands)
March 31, December 31,
2002 2001
(unaudited)
-------------------- --------------------
ASSETS
Fixed maturity investments, available for sale, at fair value
(Amortized cost $634,188; 2001 - $588,542) $ 623,927 $ 583,890
Investment in unit-linked securities 20,136 20,705
Cash and cash equivalents 48,158 94,581
Policy loans 735 801
Other investments 10,016 10,120
Funds withheld at interest 725,271 562,446
-------------------- --------------------
Total investments 1,428,243 1,272,543
Receivables:
Accrued interest 9,242 9,335
Risk fees 1,672 1,436
Reinsurance 52,313 59,221
Deferred acquisition costs 131,073 113,898
Amount recoverable from reinsurers 18,521 19,212
Present value of in-force business 19,662 20,383
Goodwill 31,970 30,970
Fixed assets 5,592 5,459
Due from related party 1,831 1,892
Other assets 7,888 8,764
Current income tax receivable 2,998 4,441
Segregated assets 603,600 602,800
-------------------- --------------------
Total assets $ 2,314,605 $ 2,150,354
==================== ====================
LIABILITIES
Reserves for future policy benefits $ 374,948 $ 379,618
Interest sensitive contract liabilities 888,175 718,815
Unit-linked contract liabilities 21,641 25,503
Borrowings 63,231 65,145
Accounts payable and accrued expenses 15,290 17,332
Reinsurance payables 4,866 4,258
Deferred tax liability 4,521 5,601
Other liabilities 8,213 -
Segregated liabilities 603,600 602,800
-------------------- --------------------
Total liabilities 1,984,485 1,819,072
-------------------- --------------------
SHAREHOLDERS' EQUITY
Share capital, par value $0.01 per ordinary share:
Issued and fully paid: 20,155,123 ordinary shares
(2001 - 20,144,956)
202 201
Additional paid- in capital 301,646 301,542
Accumulated other comprehensive loss (8,884) (3,626)
Retained earnings 37,156 33,165
-------------------- --------------------
Total shareholders' equity 330,120 331,282
-------------------- --------------------
Total liabilities and shareholders' equity $ 2,314,605 $ 2,150,354
==================== ====================
See Accompanying Notes to Unaudited Consolidated Financial Statements
1
Scottish Annuity & Life Holdings, Ltd.
Unaudited Consolidated Statements of Income
(Dollars in thousands, except per share data)
Three months ended Three months ended
March 31, 2002 March 31, 2001
------------------- ------------------
REVENUES
Premiums earned $ 31,355 $ 9,520
Fee income 2,074 699
Investment income, net 21,730 11,747
Realized gains (losses) (1,464) 38
------------------- ------------------
Total revenues 53,695 22,004
------------------- ------------------
BENEFITS AND EXPENSES
Claims and other policy benefits 23,887 7,334
Interest credited to interest sensitive
contract liabilities 9,178 4,219
Acquisition costs and other insurance expenses, net 10,637 4,116
Operating expenses 4,344 2,631
Interest expense 344 -
------------------- ------------------
Total benefits and expenses 48,390 18,300
------------------- ------------------
Net income before income taxes and minority
interest 5,305 3,704
Income tax expense 307 52
------------------- ------------------
Net income before minority interest 4,998 3,652
Minority interest - 62
------------------- ------------------
Net income $ 4,998 $ 3,714
=================== ==================
Earnings per ordinary share - Basic $ 0.25 $ 0.24
=================== ==================
Earnings per ordinary share -Diluted $ 0.23 $ 0.23
=================== ==================
Dividends per ordinary share $ 0.05 $ 0.05
=================== ==================
Weighted average number of ordinary shares outstanding
Basic 20,146,139 15,614,418
------------------- ------------------
Diluted 21,352,993 16,136,716
------------------- ------------------
See Accompanying Notes to Unaudited Consolidated Financial Statements
2
Scottish Annuity & Life Holdings, Ltd.
Unaudited Consolidated Statements of Comprehensive Income
(Dollars in thousands)
Three months ended Three months ended
March 31, 2002 March 31, 2001
------------------- -------------------
Net income $ 4,998 $ 3,714
------------------- -------------------
Other comprehensive income (loss), net of tax
Unrealized appreciation (depreciation)
on investments: (5,874) 5,230
Add: reclassification adjustment for investment
losses included in net income 1,280 22
------------------- -------------------
Unrealized appreciation (depreciation) on investments (4,594) 5,252
net of income tax expense (benefit) of $(1,015) and
$465
------------------- -------------------
Cumulative translation adjustment (664) -
------------------- -------------------
Comprehensive income (loss) $ (260) $ 8,966
=================== ===================
See Accompanying Notes to Unaudited Consolidated Financial Statements
3
Scottish Annuity & Life Holdings, Ltd.
Unaudited Consolidated Statements of Shareholders' Equity
(Dollars in thousands)
Three months Three months
ended ended
March 31, 2002 March 31, 2001
------------------------- ------------------------
ORDINARY SHARES
Beginning of period 20,144,956 15,614,240
Issuance to employees on exercise of options 10,167 1,000
------------------------- ------------------------
End of period 20,155,123 15,615,240
------------------------- ------------------------
SHARE CAPITAL:
Beginning of period $ 201 $ 156
Issuance to employees on exercise of options 1 -
------------------------- ------------------------
End of period 202 156
------------------------- ------------------------
ADDITIONAL PAID-IN CAPITAL:
Beginning of period 301,542 223,771
Issuance to employees on exercise of options 104 8
------------------------- ------------------------
End of period 301,646 223,779
------------------------- ------------------------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Unrealized appreciation (depreciation) on investments
Beginning of period (3,626) (3,822)
Change in period (net of tax) (4,594) 5,252
------------------------- ------------------------
End of period (8,220) 1,430
------------------------- ------------------------
Cumulative translation adjustment (664) -
------------------------- ------------------------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (8,884) 1,430
------------------------- ------------------------
RETAINED EARNINGS:
Beginning of period 33,165 19,459
Net income 4,998 3,714
Dividends paid (1,007) (781)
------------------------- ------------------------
End of period 37,156 22,392
------------------------- ------------------------
TOTAL SHAREHOLDERS' EQUITY $ 330,120 $ 247,757
========================= ========================
See Accompanying Notes to Unaudited Consolidated Financial Statements
4
Scottish Annuity & Life Holdings, Ltd.
Unaudited Consolidated Statements of Cash Flows
(Dollars in thousands)
Three months ended Three months ended
March 31, 2002 March 31, 2001
--------------------- --------------------
OPERATING ACTIVITIES
Net income $ 4,998 $ 3,714
Items not affecting cash:
Net realized (gains) losses 1,464 (38)
Amortization of investments (28) (330)
Minority interest - (62)
Depreciation 302 151
Amortization of deferred acquisition costs 5,485 3,126
Amortization of present value of inforce business 722 52
Amortization of other intangible assets - 95
Interest credited to interest sensitive contract liabilities 9,178 4,219
Changes in assets and liabilities:
Accrued interest 93 645
Risk fees (236) (78)
Reinsurance receivables and payables 4,325 12,150
Deferred acquisition costs (22,660) (8,824)
Deferred tax benefit (65) -
Other assets (1,708) (790)
Current income tax receivable 1,444 52
Reserve for future policy benefits (3,262) (1,509)
Unit linked contract liabilities (359) -
Due from related party 61 -
Accounts payable and accrued expenses (2,043) (15,196)
Other (180) -
--------------------- --------------------
Net cash used in operating activities (2,469) (2,623)
--------------------- --------------------
INVESTING ACTIVITIES
Purchase of securities (89,474) (65,655)
Proceeds from sales of investments 23,073 32,313
Proceeds from maturity of investments 18,373 19,096
Other assets and liabilities 10,797 (9,646)
Funds withheld at interest (162,825) (4,908)
Costs on acquisition of World-Wide (1,000) -
Other investments 105 -
Policy loans 66 (328)
Purchase of fixed assets (435) (627)
--------------------- --------------------
Net cash used in investing activities (201,320) (29,755)
--------------------- --------------------
FINANCING ACTIVITIES
Deposits to interest sensitive contract liabilities 172,375 13,806
Withdrawals from interest sensitive contract liabilities (12,193) (6,678)
Borrowings (1,914) -
Issuance of ordinary shares 105 8
Dividends paid (1,007) (781)
--------------------- --------------------
Net cash provided by financing activities 157,366 6,355
--------------------- --------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (46,423) (26,023)
Cash and cash equivalents, beginning of period 94,581 47,763
--------------------- --------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 48,158 $ 21,740
===================== ====================
See Accompanying Notes to Unaudited Consolidated Financial Statements
5
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
March 31, 2002
1. Basis of presentation
Accounting Principles - The accompanying unaudited consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles in the United States of America ("GAAP") and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by GAAP for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. The results for the period are not necessarily indicative of the
results to be expected for the entire year.
For further information, refer to the consolidated financial statements and
footnotes included in our annual report on Form 10-K for the period ended
December 31, 2001.
All amounts are reported in thousands of United States dollars (except per
share amounts).
Prior period amounts have been reclassified to conform to the current year
presentation.
2. Business acquisitions
On December 31, 2001, we completed the purchase of World-Wide Holdings and
its wholly owned subsidiary World-Wide Reassurance. The excess of the purchase
price over net assets acquired was $31.6 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 million, relating to the
acquisition, which were incurred during the quarter.
In June 2001, the Financial Accounting Standards Board issued SFAS 141,
"Business Combinations," and SFAS 142, "Goodwill and Other Intangible Assets,"
effective for fiscal years beginning after December 15, 2001. Under the new
rules goodwill and intangible assets deemed to have indefinite lives are no
longer amortized but are subject to annual impairment tests in accordance with
the Statements. Other intangible assets will continue to be amortized over their
useful lives.
We have applied the new rules on accounting for goodwill and other
intangible assets in this quarter. Our reported earnings and financial position
for 2001 do not reflect significant amounts of amortization of goodwill. During
fiscal 2002 we will perform the first of the required impairment tests of
goodwill and have not yet determined what the effect of these tests will be on
our earnings and financial position.
6
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
March 31, 2002
Pro forma information related to our acquisition of World-Wide Holdings is
prepared for the three-month period ended March 31, 2001, and illustrates the
effects of the acquisition as if it had occurred at the beginning of the period.
Scottish Annuity World-Wide Holdings Combined (1)
& Life Holdings,
Ltd.
Revenues $22,004 $8,497 $30,951
=================== ==================== ====================
Net Income $3,714 $516 $4,230
=================== ==================== ====================
Earnings per ordinary share (2) - basic $0.24 $0.21
=================== ====================
diluted $0.23 $0.20
=================== ====================
(1) Combined 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.
7
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
March 31, 2002
3. 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 ended Three months ended
March 31, 2002 March 31, 2001
--------------------- ---------------------
REVENUES
Life Reinsurance
North America $39,064 $19,623
International 13,242 -
--------------------- ---------------------
Total Life Reinsurance 52,306 19,623
Wealth Management 698 612
Other 691 1,769
--------------------- ---------------------
Total $53,695 $22,004
===================== =====================
NET INCOME BEFORE INCOME TAXES
AND MINORITY INTEREST
Life Reinsurance
North America $4,403 $3,041
International 1,733 -
--------------------- ---------------------
Total Life Reinsurance 6,136 3,041
Wealth Management (71) 234
Other (760) 429
--------------------- ---------------------
Total $5,305 $3,704
===================== =====================
March 31, March 31,
2002 2001
--------------------- ---------------------
ASSETS BY SEGMENT
Life Reinsurance
North America $1,436,996 $638,049
International 164,130 -
--------------------- ---------------------
Total Life Reinsurance 1,601,126 $638,049
Wealth Management 633,952 483,608
Other 79,527 106,210
--------------------- ---------------------
Total $2,314,605 $1,227,867
===================== =====================
8
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
March 31, 2002
4. Earnings per ordinary share
The following table sets forth the computation of basic and diluted
earnings per ordinary share:
Three months ended Three months ended
March 31, 2002 March 31, 2001
------------------ ------------------
Numerator:
Net income $4,998 $3,714
------------------ -----------------
Denominator:
Denominator for basic earnings per ordinary share -
Weighted average number of ordinary shares 20,146,139 15,614,418
Effect of dilutive securities - Stock options 797,257 522,298
- Warrants 409,597 -
------------------ -----------------
Denominator for dilutive earnings per ordinary share 21,352,993 16,136,716
------------------ -----------------
Basic earnings per ordinary share $0.25 $0.24
================== =================
Diluted earnings per ordinary share $0.23 $0.23
================== =================
5. Other investments
Other investments are made up of a fund of funds that is carried at fair
value of $5.0 million and a surplus note purchased from a U.S. life insurance
company in connection with a reinsurance transaction that we entered into in the
second quarter of 2001. The surplus note pays interest to us at an annual rate
of 11%, matures on May 16, 2016 and is carried at cost of $5.0 million.
6. Deferred acquisition costs
The change in deferred acquisition costs is as follows:
Three months ended Three months ended
March 31, 2002 March 31, 2001
------------------- -------------------
Balance beginning of period $113,898 $30,922
Expenses deferred 22,660 8,824
Amortization expense (5,485) (3,126)
------------------- -------------------
Balance end of period $131,073 $36,620
=================== ===================
7. Borrowings
We have in place a credit facility with a U.S. bank that provides a
combination of borrowings and letters of credit totaling $70 million. Under the
agreement, we may borrow at a rate of 40 basis points over LIBOR. The agreement
expires on June 30, 2002, but is renewable with the agreement of both parties.
At March 31, 2002 borrowings totaled $40 million under this credit facility.
These borrowings were repaid subsequent to March 31, 2002 with the proceeds of
the equity offering (See Note 8 to the Financial Statements). We also have
borrowings of $23.2 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 March 31, 2002 the one-month LIBOR rate applicable to
borrowings was 1.88%.
9
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
March 31, 2002
8. 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 approximately $115 million. We have
used the proceeds of the equity offering to repay short-term borrowings of $40
million and will use the remainder for general corporate purposes.
10
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 in tables 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.
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. 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.
Our investment income includes interest earned on our fixed income
investments and income from funds withheld at interest under modified
coinsurance agreements. Under GAAP, because our fixed income investments are
held as available for sale, these securities are carried at fair value, and
unrealized appreciation and depreciation on these securities is not included in
investment income on our statements of income, but is included in comprehensive
income as a separate component of shareholders' equity.
Realized gains and losses include gains and losses on investment securities
that we sell during a period and write downs of securities deemed to be other
than temporarily impaired.
Expenses
We have five principal types of expenses:
o claims and policy benefits under our reinsurance contracts;
11
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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 also add to reserves if our experience leads us to believe that
benefit claims and expenses will ultimately be greater than the existing
reserve. We report the provision for these reserves as an expense during the
period when the reserve or additional reserve is established.
In connection with reinsurance of annuity and annuity-type products, we
record a liability for interest sensitive contract liabilities, which represents
the amount ultimately due to the policyholder. We credit interest to these
contracts each period at the rates determined in the underlying contract, and
the amount is reported as interest credited to interest sensitive contract
liabilities on our consolidated statements of income.
A portion of the costs of acquiring new business, such as commissions,
certain internal expenses related to our policy issuance and underwriting
departments and some variable selling expenses are capitalized. The resulting
deferred acquisition costs asset is amortized over future periods based on our
expectations as to the emergence of future gross profits from the underlying
contracts. These costs are dependent on the structure, size and type of business
written. For certain products, we may retrospectively adjust our amortization
when we revise our estimate of current or future gross profits to be realized.
The effects of this adjustment are reflected in earnings in the period in which
we revise our estimate.
Operating expenses consist of salary and salary related expenses, legal and
professional fees, rent and office expenses, travel and entertainment,
directors' expenses, insurance and other similar expenses, except to the extent
capitalized in deferred acquisition costs.
Interest expense consists of interest charges on our borrowings.
Factors affecting profitability
We seek to generate profits from three principal sources. First, in our
Life Reinsurance business, we seek to receive reinsurance premiums and financial
reinsurance fees that, together with income from the assets in which those
premiums are invested, exceed the amounts we ultimately pay as claims and policy
benefits, acquisition costs and ceding commissions. Second, in our Wealth
Management business, we seek to generate fee income that will exceed the
expenses of maintaining and administering our variable life insurance and
variable annuity products. Third, within our investment guidelines, we seek to
maximize the return on our unallocated capital.
The following factors affect our profitability:
o the volume of business we write;
o our ability to assess and price adequately for the risks we assume;
o the mix of different types of business that we reinsure, because
profits on some kinds of business emerge later than on other types;
o our ability to manage our assets and liabilities to manage investment
and liquidity risk;
o the level of fees that we charge on our Wealth Management contracts;
and
o our ability to control expenses.
In addition, our profits can be affected by a number of factors that are
not within our control. For example, movements in interest rates can affect the
volume of business that we write, the income earned from our investments, the
interest we credit on interest sensitive contracts, the level of surrender
activity on contracts that we reinsure and the rate at which we amortize
deferred acquisition costs. Other external factors that can affect profitability
include mortality experience that varies from our assumed mortality and changes
in regulation or tax laws which may affect the attractiveness of our products or
the costs of doing business.
12
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Our results of operations for the three-month period ended March 31, 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 ended Three months ended
March 31, 2002 March 31, 2001
------------------- -------------------
Net income $4,998 $3,714
=================== ===================
Basic earnings per ordinary share $0.25 $0.24
=================== ===================
Diluted earnings per ordinary share $0.23 $0.23
=================== ===================
Weighted average number of ordinary shares outstanding:
Basic 20,146,139 15,614,418
------------------- -------------------
Diluted 21,352,993 16,136,716
------------------- -------------------
Our net income for the first quarter increased 35% to $5.0 million from
$3.7 million in the same quarter in 2001. The increases are attributable to the
inclusion of the net income of World-Wide, amounting to $1.4 million, for the
first time since its acquisition, the continued growth in our core segments of
Life Reinsurance North America and Wealth Management and an increase in
investment income due to the increase in average invested assets offset in part
by an increase in realized losses on fixed maturity investments.
Earnings per ordinary share on a diluted basis amounted to $0.23 for the
first quarter of both 2002 and 2001. Earnings per ordinary share was the net
result of increased net income which was offset by the increase in the number of
ordinary shares outstanding as a result of the acquisition of World-Wide and an
increase in the dilutive effect of stock options and warrants. The earnings in
the first quarter of 2002 included realized losses of $1.5 million compared to a
realized gain of $38,000 in the first quarter of 2001.
13
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Three months ended Three months ended
March 31, 2002 March 31, 2001
------------------- ------------------
Net income $4,998 $3,714
Realized losses (gains) - non taxable companies 1,177 (38)
Realized losses- taxable companies 287 -
Provision for taxes -- taxable companies (157) -
------------------- ------------------
Net operating earnings $6,305 $3,676
=================== ==================
Basic net operating earnings per ordinary share $0.31 $0.24
=================== ==================
Diluted net operating earnings per ordinary share $0.30 $0.23
=================== ==================
Weighted average number of ordinary shares
outstanding
Basic 20,146,139 15,614,418
------------------- ------------------
Diluted 21,352,993 16,136,716
------------------- ------------------
Net operating earnings increased 72% to $6.3 million in the first quarter
from $3.7 million in the same quarter in 2001. Net operating earnings excludes
the effect of net realized capital gains and losses, net of deferred acquisition
costs, and non-recurring events and transactions. We determine net operating
earnings by adjusting GAAP net income for net realized capital gains and losses,
as adjusted for the related effects upon the amortization of deferred
acquisition costs and taxes, and non-recurring items that we believe are not
indicative of overall operating trends. While these items may be significant
components in understanding and assessing our consolidated financial
performance, we believe the presentation of net operating earnings enhances the
understanding of our results of operations by highlighting earnings attributable
to the normal, recurring operations of our business. However, net operating
earnings are not a substitute for net income determined in accordance with GAAP.
Revenues
Revenues increased by 144% to $53.7 million in the first quarter of 2002
from $22.0 million in the same period of 2001. The increase was due primarily to
the acquisition of World-Wide, the growth in our Life Reinsurance North America
and Wealth Management operations and an increase in investment income due to
growth in our invested assets resulting from new business.
14
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Revenues consist of the following:
Three months ended Three months ended
March 31, 2002 March 31, 2001
------------------ -------------------
$31,355 $9,520
Premiums earned
Fee income 2,074 699
Investment income, net 21,730 11,747
Realized gains (losses) (1,464) 38
------------------ -------------------
Total revenues $53,695 $22,004
================== ===================
Premiums earned
Premiums earned during the first quarter increased 229% to $31.3
million. World-Wide's premiums earned amounted to $12.2 million. Premiums earned
on Life Reinsurance North America operations increased by 101% and were from 45
clients. Premiums earned from these operations in the three month period ended
March 31, 2001 were $9.5 million and were from 23 clients.
As of March 31, 2002 we reinsured approximately $42.3 billion of life
insurance in-force on 1,117,000 lives. Our average benefit coverage per life was
$38,000. Our targeted maximum corporate retention on any one life is $1 million;
however, we currently retrocede any liability in excess of $500,000. As of March
31, 2001 we reinsured approximately $15.8 billion of life insurance in-force on
393,000 lives. Our average benefit coverage per life was $40,000.
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.
Wealth Management fees increased in the first quarter of 2002 by $0.2
million from $0.6 million to $0.8 million primarily due to increases in variable
account balances on which we earn fees and an increase in the number of clients.
Fees earned are as follows:
Three months ended Three months ended
March 31, 2002 March 31, 2001
------------------- -------------------
Life Reinsurance $1,293 $89
Wealth Management 781 610
------------------- -------------------
Total $2,074 $699
=================== ===================
15
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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.
March 31, March 31,
2002 2001
---------------- -----------------
Number of clients - Life 43 22
- Annuity 91 83
---------------- -----------------
134 105
---------------- -----------------
Segregated asset value - Life $130,600 $82,824
- Annuity 473,000 377,895
---------------- -----------------
$603,600 $460,719
---------------- -----------------
Face value - Life $843,112 $408,398
---------------- -----------------
The change in the segregated assets is as follows:
Three months ended Three months ended
March 31, 2002 March 31, 2001
------------------- -------------------
Balance at beginning of period $602,800 $409,660
Deposits 4,200 62,199
Withdrawals (650) (1,300)
Investment performance (1) (2,750) (9,840)
------------------- -------------------
Balance at end of period $603,600 $460,719
=================== ===================
(1) Investment performance for the period is determined using actual asset
valuations where available and estimates where actual data is not
available.
Investment income
Net investment income increased by $10.0 million or 85% to $21.7 million
for the three months ended March 31, 2002 from $11.7 million for the prior year
period as a result primarily of increases in average invested assets. Funds
withheld at interest have grown from $51.2 million at March 31, 2001 to $725.3
million at March 31, 2002. The World-Wide fixed income portfolio totaled $83.8
million as of March 31, 2002. Excluding funds withheld at interest and the
World-Wide portfolio, our general account portfolio has declined since March 31,
2001. This decline was the net result of the recapture by a ceding company of
$187.5 million of assets in April 2001, offset in part by the addition of
investments funded by new reinsurance transactions and borrowings.
During the three month period ended March 31, 2002, as compared to the
comparable period in 2001, average book yields were lower, particularly on
floating rate assets and cash. Yields on floating rate assets move with LIBOR,
which has decreased significantly. On the $569.2 million portfolio managed by
General Re - New England Asset Management Inc. ("NEAM"), the yields on fixed
rate assets were 6.97% and 7.18% at March 31, 2002 and 2001, respectively.
Between those dates, however, LIBOR decreased to 1.88% from 5.08%, causing the
yield on our floating rate assets to decrease to 4.17% from 6.58% and the yield
on our cash and cash equivalents to decrease to 2.69% from 5.54%. Since the
floating rate assets were funded by floating rate liabilities, the decrease in
yield on assets had no material effect on earned margins.
16
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The split of investment income by segment is as follows:
Three months ended Three months ended
March 31, 2002 March 31, 2001
------------------- -------------------
Life Reinsurance - North America $19,526 $9,980
- International 1,403 -
Wealth Management 1 2
Other (1) 800 1,765
------------------- -------------------
Total $21,730 $11,747
=================== ===================
(1) Other includes investment income on unallocated capital.
Realized gains (losses)
In the first quarter of 2002, realized losses on investments amounted to
$1.5 million compared to a realized gain of $38,000 in the first quarter of
2001. Realized losses principally comprise the recognition of other than
temporary impairments as required by EITF Issue No. 99-20, "Recognition of
Interest Income and Impairment on Purchased and Retained Beneficial Interests in
Securitized Financial Assets". 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 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.
Benefits and expenses
Three months ended Three months ended
March 31, 2002 March 31, 2001
------------------- -------------------
Claims and other policy benefits $23,887 $7,334
Interest credited to interest sensitive contract
liabilities 9,178 4,219
Acquisition costs and other insurance expenses 10,637 4,116
Operating expenses 4,344 2,631
Interest expense 344 -
------------------- -------------------
$48,390 $18,300
Total benefits and expenses
=================== ===================
Claims and other policy benefits
Claims and other policy benefits increased by 226% to $23.9 million in
the first quarter of 2002 from $7.3 million during the prior year period as a
result of the acquisition of World-Wide, the increased number of clients and the
increase in business from these clients. Claims and policyholder benefits in
respect of World-Wide were $8.3 million.
17
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
$5.0 million or 118% to $9.2 million for the first quarter of 2002 from $4.2
million in the first quarter of 2001. The increase was due to interest credited
on new 2002 reinsurance treaties and increases in interest credited to policies
which commenced in 2001 and 2000 due to increasing average liability balances.
Acquisition costs and other insurance expenses
Acquisition costs and other insurance expenses increased by $6.5 million or
158% to $10.6 million in the first quarter of 2002 from $4.1 million in the
prior year period. The increase was a result of the acquisition of World-Wide,
the increased number of reinsurance clients in our Life Reinsurance business and
the increase in premiums earned over the last two years.
The components of these expenses are as follows:
Three months ended Three months ended
March 31, 2002 March 31, 2001
------------------- -------------------
Commissions, excise taxes and other insurance expenses $27,090 $9,762
Deferral of expenses (22,660) (8,824)
------------------- -------------------
4,430 938
Amortization - Present value of in-force business 722 52
Amortization - Deferred acquisition costs 5,485 3,126
------------------- -------------------
Total $10,637 $4,116
=================== ===================
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. Of these total
expenses a portion is deferred and amortized over the life of the reinsurance
treaty or in relation to the estimated gross profit in respect of our interest
sensitive contracts.
The split of these expenses between segments is as follows:
Three months ended Three months ended
March 31, 2002 March 31, 2001
------------------- -------------------
Life Reinsurance - North America $8,531 $3,950
- International 1,535 -
Wealth Management 571 166
------------------- -------------------
Total $10,637 $4,116
=================== ===================
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Operating expenses
Operating expenses increased to $4.3 million for the first quarter of
2002 compared to $2.6 million in the first quarter of 2001 as a result of the
acquisition of World-Wide and increased personnel costs. The split of these
expenses between segments is as follows:
Three months ended Three months ended
March 31, 2002 March 31, 2001
------------------- -------------------
Life Reinsurance - North America $1,353 $1,049
- International 1,687 -
Wealth Management 203 242
Other 1,101 1,340
------------------- -------------------
Total $4,344 $2,631
=================== ===================
Other operating expenses include salaries, head office expenses, legal and
professional fees and other expenses not related to either our Life Reinsurance
or Wealth Management lines of business.
Interest expense
We incurred interest expense of $343,000 during the first quarter
reflecting the use of borrowings as described in Note 7 to the consolidated
financial statements. There were no borrowings during the quarter ended March
31, 2001.
Income taxes
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.
Minority interest
We now own 100% of Scottish Annuity & Life Holdings (Bermuda) Limited
(formerly Scottish Crown Group (Bermuda) Ltd.). In July 2001 we acquired the
remaining 49.99% of Scottish Annuity & Life Holdings (Bermuda) that we did not
own, and thereby eliminated the minority interest position.
Financial Condition
Investments
At March 31, 2002 the portion of our investment portfolio controlled by us
consisted of $672.1 of fixed income securities and cash. Of this total $569.2
million represented the fixed income portfolio controlled by NEAM, $97.8 million
represented investments of World-Wide, which have historically been managed
internally, and $5.1 represented other cash balances.
At March 31, 2002, the portion of the portfolio managed by NEAM had an
average Standard & Poor's rating of "A+", an average effective duration of 4.0
years and an average book yield of 6.40% as compared with an average rating of
"A+", an average effective duration of 3.2 years and an average book yield of
6.68% at December 31, 2001. At March 31, 2002 the portion of the investment
portfolio managed by World-Wide had an average rating of "AA- ", an average
duration of 2.8 years and an average book yield of 5.50% as compared with an
average rating of "AA- ", an average duration of 1.9 years and
19
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
an average book yield of 5.22% at December 31, 2001. At March 31, 2002 the
unrealized depreciation on investments, net of tax was $8.2 million as compared
with $3.6 million at December 31, 2001. These amounts are included on our
consolidated balance sheets as part of shareholders' equity.
At March 31, 2002 funds withheld at interest totaled $725.3 million with an
average rating of "A", an average duration of 6.1 years and an average book
yield of 6.96%. These are fixed income investments associated with modified
coinsurance transactions and include marketable securities, commercial mortgages
and private placements.
Liquidity and Capital Resources
Cash flow
Cash flow from operations for the first quarter of 2002 was a negative $2.4
million compared to a negative $2.6 million in the prior year period. Although
premiums written and renewal premiums received in the first quarter of the year
are typically lower than in later quarters, causing reduced cash flows, the
payment of claims and operating expenses continue on a more level basis
throughout the year. Our cash flow from operations may be positive or negative
in any period depending on the amount of new Life Reinsurance business written,
the level of ceding commissions paid in connection with writing that business
and the level of renewal premiums earned in that period.
Capital and collateral
At March 31, 2002, total capitalization was $330.1 million ($331.3 million
at December 31, 2001). The decrease in capitalization at March 31, 2002 is due
to the increase in unrealized depreciation of investments and the cumulative
translation adjustment offset by 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 $115 million. We have
used the proceeds of the offering to repay short-term borrowings of $40 million
and will use the remainder for general corporate purposes.
During the first quarter, we paid dividends totaling $0.05 per share or
$1.0 million in the aggregate.
We have in place a credit facility with a U.S. bank that provides up to $70
million in the form of borrowings or outstanding letters of credit. Under the
agreement, we may borrow at a predetermined spread of 40 basis points over
LIBOR. The agreement expired on April 30, 2002, but has been extended for a 60
day period. At that time it is renewable with the agreement of both parties. At
March 31, 2002 and December 31, 2001, we had outstanding borrowings of $40
million. The agreement requires that we pledge assets as collateral with a
market value not less than 111% of the sum of outstanding borrowing and letters
of credit. Our borrowings under this facility were repaid with the proceeds of
the public offering after the end of the first quarter.
We have also borrowed $23.2 million ($25.1 million at December 31, 2001)
under a reverse repurchase agreement with a major broker/dealer. Under this
agreement, we have sold agency mortgage backed securities with the agreement to
repurchase them at a fixed price, providing the dealer with a spread that
equates to an effective borrowing cost linked to one-month LIBOR. This agreement
is renewable monthly at the discretion of the broker/dealer.
20
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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:
- When Scottish Annuity & life Insurance Company (Cayman) Ltd. enters
into a reinsurance treaty with a U.S. customer, it must pledge assets
into a reserve credit trust with a U.S. bank in order that the ceding
company may obtain reserve credit for the reinsurance transaction; in
some cases, a letter of credit may be substituted for all or a portion
of a reserve credit trust;
- 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 surplus, an infusion of cash or assets
from Scottish Annuity & Life Insurance Company (Cayman) Ltd. or by
ceding a portion of the transaction to another company within the
group or an unrelated reinsurance company, in which case that
reinsurer must provide reserve credit by pledging assets in a reserve
credit trust or pledging assets to a bank to support a letter of
credit;
- Scottish Re (U.S.), Inc. is licensed, accredited, approved or
authorized to write reinsurance in 46 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
- Even when Scottish Re (U.S.), Inc. is licensed, accredited, approved
or authorized to write reinsurance in the state, it may agree with a
customer to provide a reserve credit trust or letter of credit
voluntarily to mitigate the counter-party risk from the customer's
perspective, thereby doing transactions that would be otherwise
unavailable or would be available only on significantly less
attractive terms; such a requirement most often arises in connection
with interest-sensitive liabilities.
Scottish Annuity & Life Insurance Company (Cayman) Ltd. has agreed with
Scottish Re (U.S.), Inc. that it will (1) cause Scottish Re (U.S.), Inc. to
maintain capital and surplus equal to the greater of $20.0 million or such
amount necessary to prevent the occurrence of a Company Action Level Event under
the risk-based capital laws of the State of Delaware and (2) provide Scottish Re
(U.S.), Inc. with enough liquidity to meet its obligations in a timely manner.
In addition, Scottish Annuity & Life Insurance Company (Cayman) Ltd. and
Scottish Holdings have agreed with World-Wide Reassurance that in the event
World-Wide Reassurance is unable to meet its obligations under its insurance and
reinsurance agreements, Scottish Annuity & Life Insurance Company (Cayman) Ltd.
(or if Scottish Annuity & Life Insurance Company (Cayman) Ltd. cannot fulfill
such obligations, then Scottish Holdings) will assume all of World-Wide
Reassurance's obligations under such agreements.
Scottish Holdings and Scottish Annuity & Life Insurance Company (Cayman)
Ltd. may, from time to time, execute additional agreements guaranteeing the
performance and/or obligations of their subsidiaries.
While we believe that we have sufficient assets available in the short term
to support our liquidity and letter of credit needs, we may need to raise
additional capital and/or find alternative assets or unsecured letters of credit
to continue to grow. We expect that our cash and investments, together with cash
generated from our businesses, will provide sufficient sources of liquidity to
meet our current needs. However, if our business continues to grow
significantly, we will need to raise additional capital.
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,
21
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
goodwill and intangible assets deemed to have indefinite lives are no longer
amortized but are subject to annual impairment tests in accordance with the
Statements. Other intangible assets will continue to be amortized over their
useful lives.
We have applied the new rules on accounting for goodwill and other
intangible assets in this quarter. Goodwill of $31.6 million arose on the
acquisition of World-Wide at December 31, 2001. Our reported earnings and
financial position for 2001 do not reflect significant amounts of amortization
of goodwill. During fiscal 2002 we will perform the first of the required
impairment tests of goodwill and have not yet determined what the effect of
these tests will be on our earnings and financial position.
Forward-Looking Statements
Some of the statements contained in this report are not historical facts
and are forward-looking within the meaning of the Private Securities Litigation
Reform Act. Forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual results to differ
materially from the forward-looking statements. Words such as "anticipates",
"expects", "intends", "plans", "believes", "seeks", "estimates", "may", "will",
"continue", "project", and similar expressions, as well as statements in the
future tense, identify forward-looking statements.
These forward-looking statements are not guarantees of our future
performance and are subject to risks and uncertainties that could cause actual
results to differ materially from the forward-looking statements. These risks
and uncertainties include:
- Uncertainties relating to the ratings accorded to our insurance
subsidiaries;
- Uncertainties relating to government and regulatory policies (such as
subjecting us to insurance regulation or taxation in additional
jurisdictions);
- Exposure to mortality experience which differs from our assumptions;
- Uncertainties arising from control of our assets by third parties;
- The risk that our risk analysis and underwriting may be inadequate;
- Risks arising from our investment strategy, including risks related to
market value of our investments, fluctuations in interest rates and
our need for liquidity;
- The risk that our retrocessionaires may not honor their obligations to
us;
- Changes in capital needs;
- The impact of acquisitions, including the ability to successfully
integrate acquired businesses, the competing demands for our capital
and the risk of undisclosed liabilities;
- Loss of the service of any of our key employees;
- Changes in accounting principles;
- Terrorist attacks on the United States and the impact of such attacks
on the economy in general and on our business in particular;
- Political and economic risks in developing countries;
- Losses due to foreign currency rate fluctuations;
- Changes in the rate of policyholder withdrawals or recapture of
reinsurance treaties;
- The competitive environment in which we operate and associated pricing
pressures; and
- 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.
22
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Risk Factors of Investing in Our Ordinary Shares
Investing in our ordinary shares involves a high degree of risk. Prior to
investing in the ordinary shares, potential investors should consider carefully
the risk factors set forth in our Annual Report on Form 10-K filed with the
Securities and Exchange Commission, in addition to the other information set
forth in this Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes since December 31, 2001. Please refer
to "Item 7A: Quantitative and Qualitative Disclosures About Market Risk" in our
Annual Report on Form 10-K.
23
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not currently involved in any material litigation or arbitration.
Item 2. Changes in Securities and Use of Proceeds
On April 4, 2002, the Company completed a public offering of 6,750,000
ordinary shares (Commission File Numbers 333-83696 and 333-85548), which
included the over-allotment option of 750,000 ordinary shares, for an aggregate
offering price of $123 million. After deducting estimated expenses of $8
million, the Company raised aggregate net proceeds of approximately $115
million. The managing underwriters were Bear, Stearns & Co. Inc., Putnam Lovell
Securities Inc., Fox-Pitt, Kelton and Keefe Bruyette & Woods, Inc. The Company
has used the proceeds of the offering to repay short term borrowings of $40
million and will use the remainder for general corporate purposes.
Item 3. Default Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Securities Holders
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 Description of Document
Number
3.1 Memorandum of Association of the Company, as amended as of December
14, 2001 (incorporated herein by reference to the Company's Current
Report on Form 8-K/A).(6)
3.2 Articles of Association of the Company, as amended as of December 14,
2001 (incorporated herein by reference to the Company's Current Report
on Form 8-K/A).(6)
4.1 Specimen Ordinary Share Certificate (incorporated herein by reference
to Exhibit 4.1 to the Company's registration Statement on Form
S-1).(1)
4.2 Form of Amended and Restated Class A Warrant (incorporated herein by
reference to Exhibit 4.2 to the Company's Registration Statement on
Form S-1).(1)
24
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 Agreement dated June 30, 1998 between the Company and International
Risk Management (Cayman) Ltd. (incorporated herein by reference to
Exhibit 10.8 to the Company's Registration Statement on Form S-1).(1)
10.5 Amended and Restated Insurance Administration, Services and Referral
Agreement dated as of October 1, 1998 between the Company and The
Scottish Annuity Company (Cayman) Ltd. (incorporated herein by
reference to Exhibit 10.9 to the Company's Registration Statement on
Form S-1).(1)
10.6 Form of Indemnification Agreement between the Company and each of its
directors and officers (incorporated herein by reference to Exhibit
10.12 to the Company's Registration Statement on Form S-1).(1)
10.7 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)
10.8 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)
10.9 1999 Stock Option Plan (incorporated herein by reference to Exhibit
10.14 to the Company's 1999 Annual Report on Form 10-K).(2)
25
10.10 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)
10.11 Employment Agreement dated March 8, 2000 between the Company and
Scott E. Willkomm. (incorporated herein by reference to Exhibit 10.16
to the Company's 1999 Annual Report on Form 10-K).(2)
10.12 Employment Agreement dated August 1, 2000 between the Company and
Larry N. Stern (incorporated herein by reference to Exhibit 10.14 to
the Company's 2000 Annual Report on Form 10-K).(3)
10.13 Employment Agreement dated August 18, 2000 between the Company and
Thomas A. McAvity, Jr. (incorporated herein by reference to Exhibit
10.15 to the Company's 2000 Annual Report on Form 10-K).(3)
10.14 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)
10.15 Share Purchase Agreement by and between the Company and Pacific Life
Insurance Company dated August 6, 2001 (incorporated by reference to
the Company's Current Report on Form 8-K filed with the SEC on August
9, 2001).
10.16 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)
10.17 2001 Stock Option Plan (incorporated herein by reference to Exhibit
10.17 to the Company's 2001 Annual Report on Form 10-K).(4)
10.18 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)
10.19 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)
10.20 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)
10.21 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)
10.22 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)
10.23 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)
26
(1) The Company's Registration Statement on Form S-1 was filed with the
Securities and Exchange Commission on June 19, 1998, as amended.
(2) The Company's 1999 Annual Report on Form 10-K was filed with the Securities
and Exchange Commission on April 3, 2000.
(3) The Company's 2000 Annual Report on Form 10-K was filed with the Securities
and Exchange Commission on March 30, 2001.
(4) The Company's 2001 Annual Report on Form 10-K was filed with the Securities
and Exchange Commission on March 5, 2002.
(5) The Company's Current Report on Form 8-K was filed with the Securities and
Exchange Commission on December 31, 2001.
(6) The Company's Current Report on Form 8-K/A was filed with the Securities
and Exchange Commission on January 11, 2002.
B. Reports on Form 8-K
The following reports on Form 8-K were filed during the three-month period
ended March 31, 2002.
The Company filed a report on Form 8-K/A on January 11, 2002 to file under
Item 5 (Other Events) the current text of the Company's Memorandum of
Association and Articles of Association.
The Company filed a report on Form 8-K on February 14, 2002 to report under
Item 9 (Regulation FD Disclosure) that the Company had issued on February 13,
2002 a press release announcing its fourth quarter and year-end earnings.
27
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: May 13, 2002 By: /s/ Scott E. Willkomm
Scott E. Willkomm
President
Date: May 13, 2002 By: /s/ Elizabeth A. Murphy
Elizabeth A. Murphy
Chief Financial Officer