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, 2003
[ ] 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 001-16855
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 May 1, 2003, Registrant had 26,945,290 ordinary shares outstanding.
Table of Contents
PART I. FINANCIAL INFORMATION.................................................1
Item 1. Financial Statements..................................................1
Consolidated Balance Sheets - March 31, 2003 (Unaudited)
and December 31, 2002..........................................................1
Unaudited Consolidated Statements of Income - Three months
ended March 31, 2003 and 2002..................................................2
Unaudited Consolidated Statements of Comprehensive Income -
Three months ended March 31, 2003 and 2002.....................................3
Unaudited Consolidated Statements of Shareholders' Equity -
Three months ended March 31, 2003 and 2002.....................................4
Unaudited Consolidated Statements of Cash Flows - Three months
ended March 31, 2003 and 2002..................................................5
Notes to Unaudited Consolidated Financial Statements at March 31, 2003.........6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................13
Item 3. Quantitative and Qualitative Disclosures About Market Risk...........36
Item 4. Disclosure Controls and Procedures...................................36
PART II. OTHER INFORMATION....................................................37
Item 1. Legal Proceedings....................................................37
Item 2. Changes in Securities and Use of Proceeds............................37
Item 3. Defaults Upon Senior Securities......................................37
Item 4. Submission of Matters to a Vote of Securities Holders................37
Item 5. Other Information....................................................37
Item 6. Exhibits and Reports on Form 8-K.....................................37
SIGNATURES....................................................................42
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Scottish Annuity & Life Holdings, Ltd.
Consolidated Balance Sheets - March 31, 2003 (Unaudited)
and December 31, 2002
(Dollars in thousands)
March 31,
2003 December 31,
(unaudited) 2002
---------------- ---------------
ASSETS
Fixed maturity investments, available for sale, at fair value
(Amortized cost $-1,180,238; 2002 - $991,304)...................... $ 1,197,962 $ 1,003,946
Preferred stock, available for sale, at fair value (Cost $13,758).. 13,750 --
Investment in unit-linked securities............................... 14,995 16,497
Cash and cash equivalents.......................................... 105,562 149,666
Other investments.................................................. 5,648 5,631
Funds withheld at interest......................................... 1,129,214 1,101,836
---------------- ---------------
Total investments............................................. 2,467,131 2,277,576
Accrued interest receivable........................................ 13,166 11,910
Reinsurance balances and risk fees receivable...................... 29,438 38,988
Deferred acquisition costs......................................... 231,414 213,516
Amount recoverable from reinsurers................................. 22,686 22,608
Present value of in-force business................................. 17,073 18,181
Goodwill........................................................... 35,847 35,847
Fixed assets....................................................... 7,236 6,493
Due from related party............................................. 1,331 817
Other assets....................................................... 9,738 11,702
Segregated assets.................................................. 669,644 653,588
---------------- ---------------
Total assets.................................................. $ 3,504,704 $ 3,291,226
================ ===============
LIABILITIES
Reserves for future policy benefits................................ $ 403,599 $ 386,807
Interest sensitive contract liabilities............................ 1,748,466 1,567,176
Unit-linked contract liabilities................................... 15,490 17,069
Accounts payable and accrued expenses.............................. 16,691 19,061
Reinsurance balances payable....................................... 6,049 12,989
Deferred tax liability............................................. 9,930 9,071
Current income tax payable 2,245 1,873
Long term debt..................................................... 132,500 132,500
Segregated liabilities............................................. 669,644 653,588
---------------- ---------------
Total liabilities............................................. 3,004,614 2,800,134
================ ===============
SHAREHOLDERS' EQUITY
Share capital, par value $0.01 per ordinary share:.................
Issued and fully paid: 26,944,290 ordinary shares
(2002 - 26,927,456)........................................... 269 269
Additional paid-in capital......................................... 416,859 416,712
Accumulated other comprehensive income............................. 16,424 13,467
Retained earnings.................................................. 66,538 60,644
---------------- ---------------
Total shareholders' equity.................................... 500,090 491,092
---------------- ---------------
Total liabilities and shareholders' equity.................... $ 3,504,704 $ 3,291,226
================ ===============
See Accompanying Notes to Unaudited Consolidated Financial Statements
1
Scottish Annuity & Life Holdings, Ltd.
Unaudited Consolidated Statements of Income -
Three months ended March 31, 2003 and 2002
(Dollars in thousands, except per share data)
Three months ended Three months
March 31, 2003 ended
March 31, 2002
------------------ ---------------
REVENUES
Premiums earned....................................... $ 64,819 $ 31,355
Investment income, net................................ 32,365 21,730
Fee income............................................ 2,022 2,074
Realized losses....................................... (2,330) (1,699)
------------------ ---------------
Total revenues................................... 96,876 53,460
------------------ ---------------
BENEFITS AND EXPENSES
Claims and other policy benefits...................... 42,893 23,887
Interest credited to interest sensitive 15,913
contract liabilities.................................. 9,178
Acquisition costs and other insurance expenses, net... 20,655 10,830
Operating expenses.................................... 8,186 3,917
Interest expense...................................... 1,813 343
------------------ ---------------
Total benefits and expenses...................... 89,460 48,155
------------------ ---------------
Net income before income taxes........................ 7,416 5,305
Income tax expense.................................... 173 307
------------------ ---------------
Net income....................................... $ 7,243 $ 4,998
================== ===============
Earnings per ordinary share - Basic................... $ 0.27 $ 0.25
================== ===============
Earnings per ordinary share -Diluted.................. $ 0.26 $ 0.23
================== ===============
Dividends per ordinary share.......................... $ 0.05 $ 0.05
================== ===============
Weighted average number of ordinary shares outstanding
Basic............................................ 26,940,294 20,146,139
================== ===============
Diluted.......................................... 28,120,662 21,352,993
================== ===============
See Accompanying Notes to Unaudited Consolidated Financial Statements
2
Scottish Annuity & Life Holdings, Ltd.
Unaudited Consolidated Statements of Comprehensive Income -
Three months ended March 31, 2003 and 2002
(Dollars in thousands)
Three months Three months
ended ended
March 31, 2003 March 31, 2002
-------------- --------------
Net income....................................... $ 7,243 $ 4,998
---------- ----------
Other comprehensive income (loss), net of tax....
Unrealized appreciation (depreciation)
on investments:............................. 5,067 (5,874)
Add: reclassification adjustment for
investment losses included in net income.... (1,406) 1,280
---------- ----------
Unrealized appreciation (depreciation) on
investments net of income tax expense (benefit)
of $2,298 and $(1,015)........................... 3,661 (4,594)
Cumulative translation adjustment................ (727) (664)
Minimum pension liability adjustment............. 23 --
---------- ----------
Other comprehensive income....................... 2,957 (5,258)
---------- ----------
Comprehensive income (loss)...................... $ 10,200 $ (260)
========== ==========
See Accompanying Notes to Unaudited Consolidated Financial Statements
3
Scottish Annuity & Life Holdings, Ltd.
Unaudited Consolidated Statements of
Shareholders' Equity - Three
months ended March 31, 2003 and
2002
(Dollars in thousands)
Three months ended Three months ended
March 31, 2003 March 31, 2002
--------------- ---------------
ORDINARY SHARES
Beginning of period...................................... 26,927,456 20,144,956
Issuance to employees on exercise of options............. 16,834 10,167
--------------- ---------------
End of period............................................ 26,944,290 20,155,123
=============== ===============
SHARE CAPITAL:
Beginning of period...................................... $ 269 $ 201
Issuance to employees on exercise of options............. -- 1
--------------- ---------------
End of period............................................ 269 202
--------------- ---------------
ADDITIONAL PAID-IN CAPITAL:
Beginning of period...................................... 416,712 301,542
Issuance to employees on exercise of options............. 147 104
--------------- ---------------
End of period............................................ 416,859 301,646
--------------- ---------------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Unrealized appreciation (depreciation) on investments.........
Beginning of period...................................... 8,930 (3,626)
Change in period (net of tax)............................ 3,661 (4,594)
--------------- ---------------
End of period............................................ 12,591 (8,220)
--------------- ---------------
Cumulative translation adjustment.............................
Beginning of period...................................... 5,908 --
Change in period......................................... (727) (664)
--------------- ---------------
End of period............................................ 5,181 (664)
--------------- ---------------
Minimum pension liability adjustment
Beginning of period...................................... (1,371) --
Change in period......................................... 23 --
--------------- ---------------
End of period............................................ (1,348) --
--------------- ---------------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)................. 16,424 (8,884)
--------------- ---------------
RETAINED EARNINGS:
Beginning of period...................................... 60,644 33,165
Net income............................................... 7,243 4,998
Dividends paid........................................... (1,349) (1,007)
--------------- ---------------
End of period............................................ 66,538 37,156
--------------- ---------------
TOTAL SHAREHOLDERS' EQUITY.................................... $ 500,090 $ 330,120
=============== ===============
See Accompanying Notes to Unaudited Consolidated Financial Statements
4
Scottish Annuity & Life Holdings, Ltd.
Unaudited Consolidated Statements of Cash Flows -
Three months ended March 31, 2003 and 2002
(Dollars in thousands)
Three months Three months
ended ended
March 31, 2003 March 31, 2002
--------------- ---------------
OPERATING ACTIVITIES
Net income................................................................. $ 7,243 $ 4,998
Items not affecting cash:..................................................
Net realized losses................................................... 2,330 1,699
Amortization of investments........................................... 508 (28)
Amortization of deferred acquisition costs............................ 9,133 5,485
Amortization of present value of in force business.................... 1,022 722
Changes in assets and liabilities:....................................
Accrued interest.................................................. (1,256) 93
Reinsurance balances and risk fees receivable..................... 2,610 4,089
Deferred acquisition costs........................................ (26,604) (22,660)
Deferred tax liability............................................ 860 (65)
Other assets...................................................... 1,964 (1,708)
Current income tax payable........................................ 372 1,444
Reserves for future policy benefits............................... 17,939 (3,262)
Interest sensitive contract liabilities, net of funds withheld at
interest.......................................................... 3,979 4,574
Unit linked contract liabilities.................................. (1,579) (359)
Due from related party............................................ (514) 61
Accounts payable and accrued expenses............................. (2,370) (2,043)
Other............................................................. (2,429) 40
--------------- ---------------
Net cash provided by (used in) operating activities........................ 13,208 (6,920)
--------------- ---------------
INVESTING ACTIVITIES
Purchase of fixed maturity investments..................................... (276,740) (78,667)
Proceeds from sales of fixed maturity investments.......................... 28,685 23,073
Proceeds from maturity of investments...................................... 56,513 18,373
Purchase of equity securities.............................................. (13,758) --
Costs of acquisition of World-Wide Holdings................................ -- (1,000)
Purchase of fixed assets................................................... (743) (435)
--------------- ---------------
Net cash used in investing activities...................................... (206,043) (38,656)
--------------- ---------------
FINANCING ACTIVITIES
Deposits to interest sensitive contract liabilities........................ 156,311 5,416
Withdrawals from interest sensitive contract liabilities................... (6,378) (3,447)
Borrowings................................................................. -- (1,914)
Issuance of ordinary shares................................................ 147 105
Dividends paid............................................................. (1,349) (1,007)
--------------- ---------------
Net cash provided by (used in) financing activities........................ 148,731 (847)
--------------- ---------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (44,104) (46,423)
Cash and cash equivalents, beginning of period............................. 149,666 94,581
--------------- ---------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 105,562 $ 48,158
=============== ===============
See Accompanying Notes to Unaudited Consolidated Financial Statements
5
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
at March 31, 2003
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, 2002.
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
The Derivative Implementation Group has recently released Statement
133 Implementation Issue No. 36, "Embedded Derivatives: Bifurcation of a Debt
Instrument that Incorporates Both Interest Rate Risk and Credit Rate Risk
Exposures that are Unrelated or Only Partially Related to the Creditworthiness
of the Issuer of that Instrument" ("DIG B36"). DIG B36 addresses whether
Statement of Financial Accounting Standard No. 133 "Accounting for Derivative
Instruments and Hedging Activities" requires bifurcation of a debt instrument
into a debt host contract and an embedded derivative if the debt instrument
incorporates both interest rate risk and credit risk exposures that are
unrelated or only partially related to the creditworthiness of the issuer of
that instrument. Under DIG B36 modified coinsurance reinsurance agreements,
where interest is determined by reference to a pool of fixed maturity assets,
are arrangements containing embedded derivatives requiring bifurcation. Our
funds withheld at interest which arise under modified coinsurance agreements are
therefore considered to contain embedded derivatives requiring bifurcation. We
are required to adopt DIG B36 in the quarter ending December 31, 2003. We have
not yet determined the value of the related embedded derivatives in our funds
withheld at interest. The market value of funds withheld at interest was $1.2
billion at March 31, 2003.
3. Business segments
We report segments in accordance with SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." Our main lines of business
are Life Reinsurance and Wealth Management.
6
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
at March 31, 2003
The segment reporting for the lines of business is as follows:
Three months ended March 31, 2003
Life Life
Reinsurance Reinsurance Wealth
North America International Management Other Total
------------- ------------- ---------- ---------- ----------
Premiums earned................ $ 39,461 $ 25,358 $ -- $ -- $ 64,819
Investment income, net......... 29,600 1,746 75 944 32,365
Fee income..................... 1,058 -- 964 -- 2,022
Realized gains (losses)........ (1,758) (608) (9) 45 (2,330)
------------- ------------- ---------- ---------- ----------
Total revenues................. 68,361 26,496 1,030 989 96,876
------------- ------------- ---------- ---------- ----------
Claims and other policy
benefits.................... 29,405 13,488 -- -- 42,893
Interest credited to interest
sensitive contract
liabilities................. 15,893 20 -- -- 15,913
Acquisition costs and other
insurance expenses, net..... 14,452 5,531 672 -- 20,655
Operating expenses............. 2,043 2,548 483 3,112 8,186
Interest expense............... 237 -- -- 1,576 1,813
------------- ------------- ---------- ---------- ----------
Total benefits and expenses.... 62,030 21,587 1,155 4,688 89,460
------------- ------------- ---------- ---------- ----------
Net income before income taxes. $ 6,331 $ 4,909 $ (125) $ (3,699) $ 7,416
============= ============= ========== ========== ==========
Three months ended March 31, 2002
Life Life
Reinsurance Reinsurance Wealth
North America International Management Other Total
------------- ------------- ---------- ---------- ----------
Premiums earned ............... $ 19,148 $ 12,207 $ -- $ -- $ 31,355
Investment income, net ........ 19,526 1,403 (84) 885 21,730
Fee income .................... 1,293 -- 781 -- 2,074
Realized losses ............... (1,137) (368) -- (194) (1,699)
------------- ------------- ---------- ---------- ----------
Total revenues ................ 38,830 13,242 697 691 53,460
------------- ------------- ---------- ---------- ----------
Claims and other policy
benefits ................... 15,615 8,272 -- -- 23,887
Interest credited to interest
sensitive contract
liabilities ................ 9,163 15 -- -- 9,178
Acquisition costs and other
insurance expenses, net .... 8,724 1,535 564 7 10,830
Operating expenses ............ 926 1,687 209 1,095 3,917
Interest expense .............. -- -- -- 343 343
------------- ------------- ---------- ---------- ----------
Total benefits and expenses ... 34,428 11,509 773 1,445 48,155
------------- ------------- ---------- ---------- ----------
Net income before income taxes $ 4,402 $ 1,733 $ (76) $ (754) $ 5,305
============= ============= ========== ========== ==========
7
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
at March 31, 2003
The segment reporting for the lines of business is as follows:
Assets March 31, 2003 December 31, 2002
Life Reinsurance
North America.............................. $ 2,435,035 $ 2,236,089
International.............................. 260,149 265,658
---------------- --------------
Total Life Reinsurance......................... 2,695,184 2,501,747
Wealth Management.............................. 708,030 681,534
Other.......................................... 101,490 107,945
---------------- --------------
Total.......................................... $ 3,504,704 $ 3,291,226
================ ==============
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, 2003 March 31, 2002
---------------- --------------
Numerator:
Net income......................................... $ 7,243 $ 4,998
Denominator:
Denominator for basic earnings per ordinary share
- Weighted average number of ordinary shares.... 26,940,294 20,146,139
Effect of dilutive securities...... - Stock options 760,132 797,257
- Warrants........... 420,236 409,597
-------------- --------------
Denominator for dilutive earnings per ordinary
share........................................... 28,120,662 21,352,993
============== ==============
Basic earnings per ordinary share.................. $ 0.27 $ 0.25
============== ==============
Diluted earnings per ordinary share $ 0.26 $ 0.23
============== ==============
5. Deferred acquisition costs
The change in deferred acquisition costs is as follows:
Three months ended Three months ended
March 31, 2003 March 31, 2002
------------------ ------------------
Balance beginning of period........................ $ 213,516 $ 113,898
Expenses deferred.................................. 26,604 22,660
Amortization expense............................... (9,133) (5,250)
Adjustment related to realized losses.............. 427 (235)
-------------- --------------
Balance end of period.......................... $ 231,414 $ 131,073
============== ==============
Realized gains and losses in the statement of income for the three months
ended March 31, 2003 and 2002 are net of deferred acquisition cost offsets of
$(427,000) and $235,000, respectively.
8
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
at March 31, 2003
6. Credit Facilities
During 2002, 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 March 31, 2003 and December 31, 2002 there were no borrowings under
these facilities. Outstanding letters of credit at March 31, 2002 and December
31, 2002 amounted to $9.4 million and $9.1 million, respectively. Each facility
has covenants, including a consolidated net worth covenant and a maximum
leverage covenant.
We also have a reverse repurchase agreement with a major broker/dealer.
Under this agreement, we have the ability to sell 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, 2003 and December 31, 2002 there were no borrowings
under this agreement..
7. Long-term debt
Long-term debt consists of:
March 31, 2003 December 31, 2002
4.5% senior convertible notes due 2022.................. $ 115,000 $ 115,000
Capital securities...................................... 17,500 17,500
------------ ------------
Total $ 132,500 $ 132,500
============ ============
4.5% Senior convertible notes
On November 22, 2002 and November 27, 2002 we issued an aggregate of $115.0
million (which included an over allotment option of $15.0 million) of 4.5%
senior convertible notes, which are due December 1, 2022, to qualified
institutional buyers. The notes are general unsecured obligations, ranking on a
parity in right of payment with all our existing and future unsecured senior
indebtedness, and senior in right of payment with all our future subordinated
indebtedness. Interest on the notes is payable on June 1 and December 1 of each
year, beginning on June 1, 2003. The notes are rated Baa2 by Moody's Investors
Service ("Moody's") and BBB- by Standard & Poor's Ratings Group ("Standard &
Poor's").
The notes are convertible into our ordinary shares at an initial conversion
rate of 46.0617 ordinary shares per $1,000 principal amount of notes (equivalent
to an initial conversion price of $21.71 per ordinary share), subject to our
right to deliver, in lieu of our ordinary shares, cash or a combination of cash
and our ordinary shares. The notes are redeemable at our option in whole or in
part beginning on December 6, 2006, at a redemption price equal to 100% of the
principal amount of the notes plus accrued and unpaid interest. The notes are
subject to repurchase by us upon a change of control of Scottish Annuity & Life
or at a holder's option on December 6, 2006, December 1, 2010, December 1, 2012
and December 1, 2017, at a repurchase price equal to 100% of the principal
amount of the notes plus accrued and unpaid interest. The notes are due on
December 1, 2022 unless earlier converted, redeemed by us at our option or
repurchased by us at a holder's option.
A holder may surrender notes for conversion prior to the stated
maturity only under the following circumstances:
9
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
at March 31, 2003
o during any conversion period if the sale price of our ordinary shares
for at least 20 trading days in the period of 30 consecutive trading
days ending on the first day of the conversion period exceeds 120% of
the conversion price in effect on that 30th trading day;
o during any period in which the notes are rated by either Moody's or
Standard & Poor's and the credit rating assigned to the notes by
either rating agency is downgraded by two levels or more, suspended or
withdrawn;
o if we have called those notes for redemption; or
o upon the occurrence of certain specified corporate transactions.
Under a registration rights agreement, we agreed to file with the
Securities and Exchange Commission, a shelf registration statement, for resale
of the notes and our ordinary shares issuable upon conversion of the notes. This
registration statement has been filed and was been declared effective on April 4
2003.
Capital securities
On December 4, 2002, Scottish Holdings Statutory Trust I, a Connecticut
statutory business trust ("Capital Trust") issued and sold in a private offering
an aggregate of $17.5 million Capital Floating Rate Capital Securities ("the
capital securities"). All of the common shares of the Trust are owned by
Scottish Holdings, Inc., our wholly owned subsidiary.
The capital securities mature on December 4, 2032. They are redeemable in
whole or in part at any time after December 4, 2007. Interest is payable
quarterly at a rate equivalent to 3 month LIBOR plus 4%. At March 31, 2003 and
December 31, 2002 the interest rates were 5.27875% and 5.42375%, respectively.
Prior to December 4, 2007 interest cannot exceed 12.5%. The Capital Trust may
defer payment of the interest for up to 20 consecutive quarterly periods, but no
later than December 4, 2032. Any deferred payments would accrue interest
quarterly on a compounded basis if Scottish Holdings, Inc. defers interest on
the Debentures due December 4, 2032 (as defined below).
The sole assets of the Trust consist of $18.0 million principal amount of
Floating Rate Debentures (the "Debentures") issued by Scottish Holdings, Inc.
The Debentures mature on December 4, 2032 and interest is payable quarterly at a
rate equivalent to 3 month LIBOR plus 4%. At March 31, 2003 and December 31,
2002 the interest rates were 5.27875% and 5.42375%, respectively. Prior to
December 4, 2007 interest cannot exceed 12.5%. Scottish Holdings, Inc. may defer
payment of the interest for up to 20 consecutive quarterly periods, but no later
than December 4, 2032. Any deferred payments would accrue interest quarterly on
a compounded basis. Scottish Holdings, Inc. may redeem the Debentures at any
time after December 4, 2007 in the event of certain changes in tax or investment
company law.
Scottish Annuity & Life Insurance Company (Cayman) Ltd. has guaranteed
Scottish Holdings, Inc.'s obligations under the Debentures and distributions and
other payments due on the capital securities.
8. Stock option plans
We have four stock option plans (the "1998 Plan," the "1999 Plan," the
"Harbourton Plan" and the "2001 Plan," collectively the "Plans") which allow us
to grant non-statutory options, subject to certain
10
Scottish Annuity & Life Holdings, Ltd.
Notes to Unaudited Consolidated Financial Statements
at March 31, 2003
restrictions, to certain eligible employees, non-employee directors, advisors
and consultants. The minimum exercise price of the options will be equal to the
fair market value, as defined in the Plans, of our ordinary shares at the date
of grant. The term of the options is between seven and ten years from the date
of grant. Unless otherwise provided in each option agreement, all granted
options issued prior to December 31, 2001 become exercisable in three equal
annual installments. Commencing January 1, 2002 all granted options will become
exercisable in five equal installments commencing on the first anniversary of
the grant date, except for annual grants of 2,000 to each director, which are
fully exercisable on the date of grant. Total options authorized under the Plans
are 3,750,000.
We have adopted the disclosure provisions of APB Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations in
accounting for employee stock options. Since the exercise price of the stock
options equals or exceeds the market price of the underlying stock on the date
of grant, no compensation expense is recognized.
Pro forma information regarding net income and earnings per share is
required by Statement of Financial Accounting Standard No. 148 "Accounting for
Stock-Based Compensation - Transition and Disclosure", and has been determined
as if we accounted for the employee stock options under the fair value method of
that Statement.
The Black-Scholes and Binomial option-pricing models were developed for use
in estimating the fair value of traded options that have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected price volatility.
Because our employee stock options have characteristics significantly different
from those of traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of our employee stock options.
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period using the
Black-Scholes model. Our pro forma information is as follows:
Three months ended Three months ended
March 31, 2003 March 31, 2002
Net income-- as reported........................................ $ 7,243 $ 4,998
Stock-based employee compensation cost, net of related tax
effects, included in the determination of net income as
reported.................................................... -- --
Stock-based employee compensation cost, net of related tax
effects, that would have been included in the determination
of net income if the fair value based method had been
applied to all awards....................................... (674) (1,190)
----------- -----------
Net income-- pro forma.......................................... $ 6,569 $ 3,808
=========== ===========
Three months ended Three months ended
March 31, 2003 March 31, 2002
Basic net income per share-- as reported........................ $ 0.27 $ 0.25
Basic net income per share-- pro forma.......................... $ 0.24 $ 0.19
Diluted net income per share-- as reported...................... $ 0.26 $ 0.23
Diluted net income per share-- pro forma........................ $ 0.23 $ 0.18
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 Annuity &
Life, 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 Reassurance 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. Life Reinsurance North America and Life Reinsurance International
together are a reporting operating segment. 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, which is another reportable operating segment. Other revenues and
expenses not related to Life Reinsurance or Wealth Management are reported in
the "Other" segment.
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. A deposit received on a funding agreement also does not
generate premium income but does create income to the extent we earn an
investment return in excess of our interest payment obligations thereon.
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
12
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
each policyholder's separate account. In the case of variable life insurance
policies, we also charge a cost of insurance fee based on the amount necessary
to cover the death benefit under the policy.
Our investment income includes interest earned on our fixed income
investments and income from funds withheld at interest under modified
coinsurance agreements. Under GAAP, because our fixed income investments are
held as available for sale, these securities are carried at fair value, and
unrealized appreciation and depreciation on these securities is not included in
investment income on our statements of income, but is included in comprehensive
income as a separate component of shareholders' equity. Realized gains and
losses include gains and losses on investment securities that we sell during a
period and write downs of securities deemed to be other than temporarily
impaired.
Expenses
We have five principal types of expenses:
o claims and policy benefits under our reinsurance contracts;
o interest credited to interest sensitive contract liabilities;
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 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.
13
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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, changes in
regulation or tax laws which may affect the attractiveness of our products or
the costs of doing business and changes in foreign currency exchange rates.
Critical Accounting Policies
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
14
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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.
In 2002, we completed the acquisition of an in-force block of business. The
determination of the fair value of the assets acquired and the liabilities
assumed required management to make estimates and assumptions regarding
mortality, lapse and expenses. These estimates were based on historical
experience, actuarial studies and information provided by the ceding company.
Actual results could differ materially from these 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 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 the 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 established upon the acquisition of a subsidiary. Goodwill is
calculated as the difference between the price paid and the value of individual
assets and liabilities on the date of acquisition. In June 2001, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
No. 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 Statement. We applied the new
rules on accounting for goodwill during 2002. Goodwill recognized in the
consolidated balance sheet was assigned to reporting units and tested for
impairment. There was no impairment in goodwill recognized on initial adoption.
Fixed maturity investments are evaluated for other than temporary
impairments in accordance with SFAS 115 and EITF 99-20 as described in Note 2 to
the consolidated financial statements. Under
15
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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 and
estimated value of collateral or other credit enhancement, length of time to
maturity, interest rates and our intent and ability to hold the security until
the market value recovers.
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
Consolidated results of operations
Three months Three months
ended ended
March 31, 2003 March 31, 2002
Premiums earned................................................... $ 64,819 $ 31,355
Investment income, net............................................ 32,365 21,730
Fee income........................................................ 2,022 2,074
Realized losses................................................... (2,330) (1,699)
-------------- --------------
Total revenues.................................................... 96,876 53,460
-------------- --------------
Claims and other policy benefits.................................. 42,893 23,887
Interest credited to interest sensitive contract liabilities...... 15,913 9,178
Acquisition costs and other insurance expenses, net............... 20,655 10,830
Operating expenses................................................ 8,186 3,917
Interest expense.................................................. 1,813 343
-------------- --------------
Total benefits and expenses....................................... 89,460 48,155
-------------- --------------
Net income before income taxes.................................... 7,416 5,305
Income tax expense................................................ 173 307
-------------- --------------
Net income........................................................ $ 7,243 $ 4,998
============== ==============
Total revenues increased by 81% to $96.9 million in the first quarter of
2003 from $53.5 million in the same period of 2002. Total revenues include
premiums earned in our life reinsurance operations, investment income on our
invested assets, fee income on our life reinsurance and wealth management
operations and realized losses on our investment portfolios. The increase in
premiums earned is primarily due to continued growth in our Life Reinsurance
North America segment and growth in our Life Reinsurance International segment
in its second year as part of our operations. The increase in investment income
is due to growth in our invested assets which arises from business growth, our
equity offering in April 2002 and our debt offerings in November and December
2002. Total benefits and expenses increased by 86% to $89.5 million in the first
quarter of 2003 from $48.2 million in the same period in 2002. The increase was
due to continued growth in our Life Reinsurance North America segment, growth in
our Life Reinsurance International segment, additional operating costs required
to meet the growth in our business and additional interest expense arising from
the debt issuance in November and December 2002.
16
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Earnings per ordinary share
Three months Three months
ended ended
March 31, 2003 March 31, 2002
-------------- --------------
Net income.......................................... $7,243 $4,998
============== ==============
Basic earnings per ordinary share................... $0.27 $0.25
============== ==============
Diluted earnings per ordinary share................. $0.26 $0.23
============== ==============
Weighted average number of ordinary shares outstanding:
Basic............................................... 26,940,294 20,146,139
============== ==============
Diluted............................................. 28,120,662 21,352,993
============== ==============
Our net income for the first quarter increased 45% to $7.2 million from
$5.0 million in the same quarter in 2002. The increase is attributable to
continued growth in our Life Reinsurance North America operations, growth in our
Life Reinsurance International operations and an increase in investment income
primarily due to the increase in average invested assets. These increases were
offset in part by increased operating costs and interest expense in our Other
segment.
Diluted earnings per ordinary share amounted to $0.26 for the first quarter
of 2003 and $0.23 in the same period in 2002, an increase of 13%. Diluted
earnings per ordinary share increased as a result of the growth in net income
discussed above. This increase was offset by an increase in the number of
ordinary shares outstanding mainly due to the public offering of 6,750,000
ordinary shares in April, 2002.
Three months Three months
ended ended
March 31, 2003 March 31, 2002
--------------- --------------
Net income......................................... $7,243 $4,998
Realized losses net of deferred acquisition costs- 1,262 983
non taxable companies..........................
Realized losses net of deferred acquisition costs- 1,068 522
taxable companies..............................
Provision for taxes -- taxable companies........... (340) (198)
--------------- --------------
Net operating earnings............................. $9,233 $6,305
=============== ===============
Net operating earnings is a non-GAAP measurement. 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. 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.
Net operating earnings increased 46% to $9.2 million from $6.3 million in the
first quarter of 2002. The increases arise for the reasons discussed above.
17
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Premiums earned
Premiums earned during the three months ended March 31, 2003 increased by
107% to $64.8 million from $31.4 million in the same quarter in the prior year.
Premiums earned in our Life Reinsurance North America segment during the
first quarter increased 106% to $39.5 million in comparison with $19.1 million
in the three month period ended March 31, 2002. The increase is due to an
increase in the number of treaties from 52 at March 31, 2002 to 72 at March 31,
2003 and increases in the amounts of life insurance in-force on existing
treaties. As of March 31, 2003 we reinsured approximately $74.3 billion of life
insurance in-force on 1,466,700 lives. Our average benefit coverage per life was
$51,000. 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, 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.
Premiums earned in our Life Reinsurance International segment during the
first quarter increased 109% to $25.3 million in comparison with $12.2 million
in the three month period ended March 31, 2002. World-Wide completed the
acquisition of an in-force reinsurance transaction with effect from October 1,
2002. This transaction has contributed $5.0 million to premiums earned this
quarter. Premiums earned on group life business increased by $4.7 million during
the quarter. The increase is due to an increase in the number of contracts from
1,100 at March 31, 2002 to 1,300 at March 31, 2003. Premiums earned on airline
pilot "loss of license" insurance increased by $1.8 million due to an increase
in the number of contracts. At March 31, 2003 there were 400 in force contracts
of which 135 incepted during the year ended March 31, 2003.
Fee income
Both Life Reinsurance and Wealth Management operations generate fee income.
We earn fees in Life Reinsurance on certain of our financial reinsurance
treaties that do not qualify under risk transfer rules for reinsurance
accounting.
Life reinsurance fees decreased by 18% to $1.1 million during the period
ended March 31, 2003 from $1.3 million in the prior year period. Wealth
Management fees increased by 23% to $964,000 during the three month period ended
March 31, 2003 compared to the same period in 2002. The growth in fees is
principally due to the growth in segregated account balances which is due to an
increase in the number of clients offset in part by negative investment
performance.
Fee income is as follows:
Three months Three months
ended ended
March 31, 2003 March 31, 2002
-------------- --------------
Life Reinsurance North America........................ $1,058 $1,293
Wealth Management..................................... 964 781
-------------- --------------
$2,022 $2,074
-------------- --------------
Wealth Management fees are earned from both life and annuity clients. The
following table summarizes our client base with the associated segregated assets
and policy face amounts.
18
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
March 31, 2003 March 31, 2002
-------------- --------------
Number of clients
--Life................................................. 86 43
--Annuity.............................................. 95 91
-------------- --------------
181 134
============== ==============
Segregated assets
--Life................................................. $ 195,855 $ 130,600
--Annuity.............................................. 473,789 473,000
-------------- --------------
$ 669,644 $ 603,600
============== ==============
Policy face amounts
--Life................................................. $ 1,066,794 $ 843,112
============== ==============
The change in the segregated assets is as follows:
Three months Three months
ended ended
March 31, 2003 March 31, 2002
-------------- --------------
Balance at beginning of period........................ $ 653,588 $ 602,800
Deposits.............................................. 47,490 4,200
Withdrawals........................................... (6,683) (650)
Investment performance(1)............................. (24,751) (2,750)
-------------- --------------
Balance at end of period.............................. $ 669,644 $ 603,600
============== ==============
(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 $10.7 million or 49% to $32.4 million
for the three months ended March 31, 2003 from $21.7 million for the prior year
period. The increase is due to the growth in our average invested assets offset
in part by decreases in realized yields during 2002 and 2003. Our total invested
assets have increased significantly because of growth in our Life Reinsurance
North America operations and investment of the proceeds of our equity offering
in April 2002 and our convertible debt and capital securities offerings in
November and December 2002. Total invested assets have increased from $672.1
million at March 31, 2002 to $1.3 billion at March 31, 2003. Funds withheld at
interest grew from $725.3 million at March 31, 2002 to $1.1 billion at March 31,
2003.
During the three month period ended March 31, 2003, average book yields
were lower than in the same period in 2002. On the $1.2 billion portfolio
managed by our external investment managers the yields on fixed rate assets were
5.43% and 6.97% at March 31, 2003 and 2002, respectively. The reduction in yield
was due primarily to the much lower market yields at which new cash flows were
invested and proceeds of maturities and sales were reinvested. Yields on
floating rate assets are indexed to LIBOR. The yield on our floating rate assets
decreased to 3.18% from 4.17%, and the yield on our cash and cash equivalents
decreased to 1.68% from 2.69%. The volume of floating rate assets increased in
2002 as a result of our investing the proceeds of a $100.0 million floating rate
funding agreement to earn a spread over the cost of funds.
19
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The analysis of investment income by segment is as follows:
Three months Three months
ended ended
March 31, 2003 March 31, 2002
-------------- --------------
Life Reinsurance - North America................... $ 29,600 $ 19,526
- International................... 1,746 1,403
Wealth Management................................... 75 (84)
Other............................................... 944 885
-------------- --------------
Total............................................... $ 32,365 $ 21,730
-------------- --------------
Realized losses
During the three months ended March 31, 2003, realized losses amounted to
$2.3 million in comparison with $1.7 million in 2002. Realized losses are stated
net of associated amortization of deferred acquisition costs. The losses in 2003
consist of investment losses on unit linked securities held by World-Wide
Holdings of $966,000, impairment losses recognized under EITF 99-20 of $710,000,
"other than temporary impairments" on fixed maturity investments of $1.2 million
and impairment losses of 4,524,000 on contracts written under modified
coinsurance agreements. The "other than temporary impairments" were recognized
due to credit deterioration on various securities. These losses were partially
offset by net realized gains on the sales of fixed maturity investments. During
the three months ended March 31, 2002 realized losses included investment losses
on unit linked securities held by World-Wide Holdings of $260,000 and impairment
losses recognized under EITF 99-20 of $977,000.
Management reviews securities with material unrealized losses and tests for
"other than temporary impairments" on a quarterly basis. Factors involved in the
determination of impairment include fair value as compared to amortized cost,
length of time the value has been below amortized cost, credit worthiness of the
issuer, forecasted financial performance of the issuer, position of the security
in the issuer's capital structure, the presence and estimated value of
collateral or other credit enhancement, length of time to maturity, interest
rates and our intent and ability to hold the security until the market value
recovers. We review all investments with fair values less than amortized cost,
and pay particular attention to those that have traded continuously at less than
80% of amortized cost for at least six months or 90% of amortized cost for at
least 12 months and other assets with material differences between amortized
cost and fair value. Investments meeting those criteria are analyzed in detail
for "other than temporary impairment." When a decline is considered to be "other
than temporary" a realized loss is incurred and the cost basis of the impaired
asset is adjusted to its fair value.
The following tables provide details of the sales proceeds, realized loss,
the length of time the security had been in an unrealized loss position and
reason for sale for securities sold at a loss during the periods ended March 31,
2003 and 2002.
20
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Three Months ended March 31, 2003
------------------------------------------------------------------------------------------------
Credit Concern Relative Value Other Total
-------------------- -------------------- ---------------------- ---------------------
Days Proceeds Loss Proceeds Loss Proceeds Loss Proceeds Loss
-------- -------- --------- -------- ---------- ---------- ---------- --------
(dollars in thousands)
0-90.......... $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ --
91-180........ 2,691 (202) -- -- -- -- 2,691 (202)
181-270....... 1,200 (241) -- -- -- -- 1,200 (241)
Greater than 360 1,474 (13) -- -- -- -- 1,474 (13)
Total......... $ 5,365 $ (456) $ -- $ -- $ -- $ -- $ 5,365 $ (456)
Three Months ended March 31, 2003
------------------------------------------------------------------------------------------------
Credit Concern Relative Value Other Total
-------------------- -------------------- ---------------------- ---------------------
Days Proceeds Loss Proceeds Loss Proceeds Loss Proceeds Loss
-------- -------- --------- -------- ---------- ---------- ---------- --------
(dollars in thousands)
0-90.......... $ 3,567 $ (426) $ -- $ -- $ 4,105 $ (17) $ 7,672 $ (443)
91-180........ 1,953 (145) -- -- 2,044 (45) 3,997 (190)
Greater than 360 -- -- -- -- -- -- -- --
Total......... $ 5,520 $ (571) $ -- $ -- $ 6,149 $ (62) $ 11,669 $ (633)
- -------------
The proceeds on sale represent fair value at the sales date
Credit Concern: transaction initiated due to a concern based on financial
condition of issuer or industry
Relative Value: transaction initiated to improve characteristics of the
portfolio income
Under EITF 99-20, "Recognition of Interest Income and Impairment on
Purchased and Retained Beneficial Interest in Securitized 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 flow to be received, regardless of the resulting yield, unless
the decrease is solely a result of changes in market interest rates.
Unit-linked securities are comprised of investments in a unit trust
denominated in British pounds. These investments were acquired as part of the
purchase of World-Wide Holdings and are recorded at quoted market value. Changes
in market value are recorded as net realized gains or losses.
Claims and other policy benefits
Claims and other policy benefits increased by 80% to $42.9 million in the
three month period ended March 31, 2003 in comparison with $23.9 million in the
prior year period.
Claims and other policy benefits in our Reinsurance North America segment
increased by 88% to $29.4 million from $15.6 million in the same quarter in
2002. The increase is a result of the increased number of clients and the
increase in our traditional solutions business from these clients in our Life
Reinsurance North America operations as previously described. Death claims are
reasonably predictable over a period of many years, but are less predictable
over shorter periods and are subject to fluctuation from quarter to quarter.
21
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Claims and other policy benefits in our Life Reinsurance International
segment increased by 63% to $13.5 million from $8.3 million in the same quarter
in 2002. The increase is a result of the increased volume of business, as
previously described, together with the acquisition of an in force block of
business with effect from October 2002 on which claims amounted to $1.7 million
for the quarter.
Interest credited to interest sensitive contract liabilities
For the three months ended March 31, 2003 interest credited to interest
sensitive contract liabilities increased by $6.7 million or 73% to $15.9 million
from $9.2 million in the same period in 2002. Interest credited includes
interest in respect of a funding agreement for $100.0 million that we wrote in
June 2002. The amount due on this funding agreement is included in interest
sensitive contract liabilities on our balance sheet. The remaining increase is
due to interest credited on new 2002 reinsurance treaties and increases in
interest credited on treaties which commenced in prior years due to increasing
average liability balances. At March 31, 2003 there were 20 annuity treaties in
comparison with 11 treaties at March 31, 2002. Interest sensitive contract
liabilities amounted to $1.7 billion in comparison with $888.2 million at March
31, 2002.
Acquisition costs and other insurance expenses
During the three month period ended March 31, 2003 acquisition costs and
other insurance expenses increased by $9.9 million or 91% to $20.7 million from
$10.8 million in 2002. The increase was a result of the increased life and
annuity business in our Life Reinsurance North America operation, as discussed
above, the acquisition of the block of business in our Life Reinsurance
International segment with effect from October 2002 which added $1.5 million to
acquisition expenses together with growth in the other business lines in Life
Reinsurance International as described above.
The components of these expenses are as follows:
Three months ended Three months ended
March 31, 2003 March 31, 2002
------------------ ------------------
Commissions, excise taxes and other insurance expenses......... $ 37,104 $ 27,518
Deferral of expenses........................................... (26,604) (22,660)
------------------ ------------------
10,500 4,858
Amortization - Present value of in-force business.............. 1,022 722
Amortization-- Deferred acquisition costs...................... 9,133 5,250
------------------ ------------------
Total.......................................................... $ 20,655 $ 10,830
================== ==================
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 the case of interest sensitive contracts, in relation to the
estimated gross profit in respect of the contracts.
22
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The analysis of acquisition costs and other insurance expenses by segment
is as follows:
Three months Three months
ended ended
March 31, 2003 March 31, 2002
-------------- --------------
Life Reinsurance - North America.......... $14,452 $8,724
- International.......... 5,531 1,535
Wealth Management 672 564
Other....................................... -- 7
-------------- --------------
Total....................................... $20,655 $10,830
============== ==============
Operating expenses
Operating expenses increased to $8.2 million for the first quarter of
2003 compared to $3.9 million in the first quarter of 2002. The split of these
expenses between segments is as follows:
Three months Three months
ended ended
March 31, 2003 March 31, 2002
-------------- --------------
Life Reinsurance - North America......... $2,043 $925
- International......... 2,548 1,687
Wealth Management 483 209
Other...................................... 3,112 1,096
-------------- --------------
Total...................................... $8,186 $3,917
============== ==============
The increase in operating expenses is due to increased personnel and other
costs as we continued to grow our business. During 2002 and the first quarter of
2003, we continued to complete the staffing of our principal office in Bermuda
and opened an office in Luxembourg. Total employees in our operations, including
World-Wide, have grown from 100 at March 31, 2002 to 136 at March 31, 2003. This
growth has resulted in additional costs for office running expenses. Since March
31, 2002 we have also seen increased costs of our Board of Directors and legal
and professional fees both arising from corporate governance issues. We have
also incurred additional costs for directors and officers insurance. Our
operations are geographically diverse with offices in Bermuda, the Cayman
Islands, Charlotte, Dallas, Dublin, Luxembourg and Windsor. With the growth of
our business operations we have incurred additional travel and communication
expenses.
Interest expense
We incurred interest expense of $1.8 million during the first quarter in
comparison with $343,000 during the first quarter of 2002. Interest expense this
quarter comprises interest on the $115.0 million of convertible debt issued in
November 2002 and the $17.5 million capital securities issued in December 2002.
Interest expense in the first quarter of 2002 was in respect of borrowings under
our credit facility. These borrowings were repaid in April 2002.
23
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Financial Condition
Investments
At March 31, 2003 the portfolio controlled by us consisted of $1.3 billion
of traded fixed income securities, traded equity securities and cash. Of this
total $1.3 billion represented the fixed income and equity portfolios managed by
external investment managers and $84.1 million represented other cash balances.
The average Standard & Poor's rating of that portfolio was "A+," the average
effective duration was 3.21 years and the average book yield was 4.91% as
compared with an average rating of "AA-," an average effective duration 3.03
years and an average book yield of 4.93 % at December 31, 2002. At March 31,
2003 the unrealized appreciation on investments, net of tax, was $12.6 million
as compared with $8.9 million at December 31, 2002. The unrealized appreciation
on investments is included in our consolidated balance sheet as part of
shareholders' equity.
At December 31, 2002, the portfolio controlled by us consisted of $1.1
billion of traded fixed income securities and cash. Of this total, $1.0 billion
represented the fixed income portfolio managed by external investment managers,
and $131.0 million represented other cash balances.
In the table below are the total returns earned by our portfolio for the
three months ended March 31, 2003, compared to the returns earned by three
indices: the Lehman Brothers Global Bond Index, the S&P 500, and a customized
index that we developed with New England Asset Management ("NEAM"), an external
investment manager, to take into account our investment guidelines. We believe
that this customized index is a more relevant benchmark for our portfolio's
performance.
March 31, 2003
--------------
Portfolio performance......................................... 1.35%
Customized index.............................................. 1.52%
Lehman Brothers Global Bond Index............................. 3.58%
S&P 500....................................................... -3.15%
The following table presents the investment portfolio (market value) credit
exposure by category as assigned by Standard & Poor's.
March 31, 2003 December 31, 2002
Ratings $ in $ in
millions % millions %
---------- ------- --------- -------
AAA............................................. $ 398.6 30.8% $ 405.7 35.8%
AA.............................................. 142.2 11.0 113.4 10.0
A............................................... 406.6 31.4 335.3 29.5
BBB............................................. 325.8 25.1 252.4 22.2
BB or below..................................... 22.6 1.7 28.1 2.5
---------- ------- --------- -------
Total........................................... $ 1,295.8 100.0% $ 1,134.9 100.0%
========== ======= ========= =======
24
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following table illustrates the investment portfolio (market value)
sector exposure.
March 31, 2003 December 31, 2002
--------------------- ----------------------
Sector $ in $ in
millions % millions %
---------- ------- --------- -------
U.S. Treasury securities and U.S. government
agency obligations.......................... $ 9.2 0.7% $ 13.8 1.3%
Corporate securities............................ 675.8 52.1 549.9 48.5
Municipal bonds................................. 1.6 0.1 1.7 0.1
Mortgage and asset backed securities............ 511.3 39.5 438.5 38.6
---------- -------- --------- -------
1,197.9 92.4 1,003.9 88.5
Preferred stock................................. 13.8 1.1 - -
Cash............................................ 84.1 6.5 131.0 11.5
---------- -------- --------- -------
Total........................................... $ 1,295.8 100.0% $ 1,134.9 100.0%
========== ======== ========= =======
25
The data in the tables above excludes unit-linked securities and assets
held by ceding insurers under modified coinsurance agreements.
At March 31, 2003 our investment portfolio had 834 securities and $16.9
million of gross unrealized losses. No single position had an unrealized loss
greater than $1.3 million. There were $34.6 million of unrealized gains on the
remainder of the portfolio. At December 31, 2002 our investment portfolio had
617 securities and $16.1 million of gross unrealized losses. No single position
had an unrealized loss greater than $1.3 million.
The composition by category of securities that have an unrealized loss at
March 31, 2003 and December 31, 2002 are presented in the tables below.
March 31, 2003
------------------------------------------------------
Estimated Unrealized
Fair Value % Loss %
----------- --------- ----------- --------
Dollars in thousands
Corporate securities.......................... $ 75,638 30.9% $ (5,128) 30.5%
Municipal bonds............................... 1,583 0.7% (40) 0.2%
Collateralized mortgage obligations........... 38,045 15.6% (350) 2.1%
Mortgage backed securities.................... 4,633 1.9% (20) 0.1%
Other structured securities................... 117,423 48.0% (11,259) 66.7%
Preferred stock............................... 7,095 2.9% (68) 0.4%
----------- --------- ----------- --------
$ 244,417 100.0% $ (16,865) 100.0%
=========== ========= =========== ========
December 31, 2002
-------------------------------------------------------
Estimated Unrealized
Fair Value % Loss %
----------- --------- ----------- --------
Dollars in thousands
Corporate securities.......................... $ 68,503 34.7% $ (5,323) 33.0%
Municipal bonds............................... 1,658 0.8 (1) --
Collateralized mortgage obligations........... 22,896 11.6 (608) 3.7
Other structured securities................... 104,453 52.9 (10,213) 63.3
----------- --------- ----------- --------
$ 197,510 100.0% $ (16,145) 100.0%
=========== ========= =========== ========
26
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following tables provide information on the length of time securities
have been continuously in an unrealized loss position:
March 31, 2003
-------------------------------------------------------------------------------
Estimated Unrealized
Days Book Value % Fair Value % Loss %
---- ------------ -------- ------------ -------- ------------ --------
Dollars in thousands
0-90.................. $ 136,441 52.2% $ 134,558 55.1% $ (1,883) 11.1%
91-180................ 26,935 10.3% 25,182 10.2 (1,753) 10.4
181-270............... 45,876 17.6% 42,490 17.4 (3,386) 20.1
271-360............... 10,978 4.2% 8,211 3.4 (2,767) 16.4
Greater than 360...... 41,052 15.7% 33,976 13.9 (7,076) 42.0
------------ -------- ------------ -------- ------------ --------
Total................. $ 261,282 100.0% $ 244,417 100.0% $ (16,865) 100.0%
============ ======== ============ ======== ============ ========
December 31, 2003
-------------------------------------------------------------------------------
Estimated Unrealized
Days Book Value % Fair Value % Loss %
---- ------------ -------- ------------ -------- ------------ --------
Dollars in thousands
0-90.................. $ 81,724 38.3% $ 79,557 40.3% $ (2,167) 13.4%
91-180................ 53,663 25.1 50,082 25.4 (3,581) 22.2
181-270............... 21,621 10.1 17,759 9.0 (3,862) 23.9
271-360............... 7,227 3.4 6,212 3.1 (1,015) 6.3
Greater than 360...... 49,420 23.1 43,900 22.2 (5,520) 34.2
------------ -------- ------------ -------- ------------ --------
Total................. $ 213,655 100.0% $ 197,510 100.0% $ (16,145) 100.0%
============ ======== ============ ======== ============ ========
Unrealized losses on securities that have been in an unrealized loss
position for periods greater than 2 years amounted to $1.3 million at March 31,
2003 and December 31, 2002. Unrealized losses on non-investment grade securities
amounted to $4.2 million and $3.8 million at March 31, 2003 and December 31,
2002, respectively. Of these amounts non-investment grade securities with
unrealized losses of $1.4 million at March 31, 2003 and $1.6 million at December
31, 2002 had been in an unrealized loss position for a period greater than one
year and $169,000 at March 31, 2003 and $230,000 at December 31, 2002 had been
in an unrealized loss position for periods greater than 2 years.
The following tables illustrate the industry analysis of the unrealized
losses at March 31, 2003 and December 31, 2002. It includes exposure to industry
through both corporate bonds and preferred stock.
27
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
March 31, 2003
-------------------------------------------------------------------------------
Amortized Estimated Unrealized
Cost % Fair Value % Loss %
------------ -------- ------------ -------- ------------ --------
Industry Dollars in thousands
Mortgage & asset backed
securities............. $ 173,353 66.3% $ 161,684 66.2% $ (11,669) 69.2%
Banking................... 16,309 6.2 16,188 6.6 (121) 0.7
Finance companies......... 10,998 4.2 10,493 4.3 (505) 3.0
Consumer non-cyclical..... 10,909 4.2 10,616 4.3 (293) 1.7
Consumer cyclical......... 10,707 4.1 10,392 4.3 (315) 1.9
Energy.................... 7,054 2.7 7,035 2.9 (19) 0.1
Reits..................... 5,791 2.2 5,781 2.4 (10) 0.1
Transportation............ 8,810 3.4 5,760 2.4 (3,050) 18.1
Other..................... 17,351 6.7 16,468 6.6 (883) 5.2
------------ -------- ------------ -------- ------------ --------
Total..................... $ 261,282 100.0% $ 244,417 100.0% $ (16,865) 100.0%
============ ======== ============ ======== ============ ========
December 31, 2002
-------------------------------------------------------------------------------
Amortized Estimated Unrealized
Cost % Fair Value % Loss %
------------ -------- ------------ -------- ------------ --------
Industry Dollars in thousands
Mortgage & asset backed
securities............. $ 139,830 65.5% $ 129,007 65.4% $(10,823) 67.1%
Finance companies......... 16,967 7.9 16,637 8.4 (330) 2.0
Transportation............ 9,936 4.7 7,286 3.7 (2,650) 16.4
Consumer cyclical......... 7,763 3.6 7,235 3.7 (528) 3.3
Electric.................. 7,130 3.3 6,767 3.4 (363) 2.2
Other..................... 32,029 15.0 30,578 15.4 (1,451) 9.0
------------ -------- ------------ -------- ------------ --------
Total..................... $ 213,655 100.0% $ 197,510 100.0% $(16,145) 100.0%
============ ======== ============ ======== ============ =========
- -------------------
Other industries each represent less than 2% of estimated fair value
The expected maturity dates of securities that have an unrealized loss at
March 31, 2003 and December 31, 2002 are presented in the table below.
March 31, 2003
-------------------------------------------------------------------------------
Estimated Unrealized
Maturity Book Value % Fair Value % Loss %
- -------- ------------ -------- ------------ -------- ------------ --------
Dollars in thousands
Due in one year or less............. $ 38,514 14.7% $ 37,368 15.3% (1,146) 6.8%
Due in one through five years....... 119,839 45.9 111,490 45.6 (8,349) 49.5
Due in five through ten years....... 90,401 34.6 83,744 34.3 (6,657) 39.5
Due after ten years................. 12,528 4.8 11,815 4.8 (713) 4.2
------------ -------- ------------ -------- ------------ --------
Total............................... $ 261,282 100.0% $ 244,417 100.0% $ (16,865) 100.0%
============ ======== ============ ======== ============ =========
28
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
December 31, 2002
-------------------------------------------------------------------------------
Estimated Unrealized
Maturity Book Value % Fair Value % Loss %
- -------- ------------ -------- ------------ -------- ------------ --------
Dollars in thousands
Due in one year or less............. $ 20,532 9.6 $ 20,067 10.2% $ (465) 2.9%
Due in one through five years....... 112,591 52.7 103,679 52.5 (8,912) 55.2
Due in five through ten years....... 69,330 32.5 63,753 32.3 (5,577) 34.5
Due after ten years................. 11,202 5.2 10,011 5.0 (1,191) 7.4
------------ -------- ------------ -------- ------------ --------
Total............................... $ 213,655 100.0 $ 197,510 100.0% $ (16,145) 100.0%
============ ======== ============ ======== ============ =========
At March 31, 2003 there were 202 securities with unrealized loss positions.
There was one security with a loss greater than $1 million. This is a
securitized asset and is tested for impairment under EITF Issue No. 99-20. At
March 31, 2003 this security satisfied the impairment tests of EITF 99-20. At
December 31, 2002 there were 114 securities with unrealized loss positions.
There was one security with an unrealized loss greater than $1 million. This was
also a securitized asset, was tested for impairment under EITF Issue No. 99-20
and satisfied the impairment tests at December 31, 2002.
At March 31, 2003 there were 10 securities with fair values that traded
continuously at less than 80% of amortized cost for at least six months or 90%
of amortized cost for at least 12 months. The total unrealized loss on these
securities amounted to $6.9 million and the largest unrealized loss position was
$1.4 million.
At December 31, 2002, there were five securities with fair values that
traded continuously at less than 80% of amortized cost for at least six months
or 90% of amortized cost for at least 12 months. The total unrealized loss on
these securities amounted to $1.1 million and the largest unrealized loss
position was $0.5 million.
Funds withheld at interest
Funds withheld at interest arise on contracts written under modified
coinsurance agreements. In each case, the business reinsured consists of fixed
deferred annuities. In substance, these agreements are identical to coinsurance
treaties except that the ceding company retains control of and title to the
assets. The deposits paid to the ceding company by the underlying policyholders
are held in a segregated portfolio and managed by the ceding company or by
investment managers appointed by the ceding company. These treaties transfer a
quota share of the risks. The funds withheld at interest represent our share of
the ceding companies' statutory reserves. The cash flows exchanged with each
monthly settlement are netted and include, among other items, our quota share of
investment income on our proportionate share of the portfolio, realized losses,
realized gains (amortized to reflect the statutory rules relating to interest
maintenance reserve), interest credited and expense allowances.
At March 31, 2003, and December 31, 2002 we had four modified coinsurance
arrangements with three ceding companies. We had three contracts with Lincoln
National Insurance Company that account for $1.1 billion which represented 97%
of the funds withheld balances. The other contract is with Illinois Mutual
Insurance Company. Lincoln National Insurance Company has financial strength
ratings of "A+" from A.M. Best, "AA-" from Standard & Poor's, "Aa3" from Moody's
and "AA" from Fitch. In the event of insolvency of the ceding companies on our
modified coinsurance arrangements we would need to exert a claim on the assets
supporting the contract liabilities. However, the risk of loss is mitigated by
our ability to offset amounts owed to the ceding company with the amounts owed
to us by the ceding company.
29
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Interest sensitive contract liabilities relating to the Lincoln National
Insurance Company contracts amounted to $1.1 billion at March 31, 2003 and
December 31, 2002.
At March 31, 2003, funds withheld at interest totaled $1.1 billion with an
average rating of "A", an average effective duration of 5.15 years and an
average book yield of 6.44% as compared with an average rating of "A-", an
average effective duration of 5.4 years and an average book yield of 6.49% at
December 31, 2002. These are fixed income investments associated with modified
coinsurance transactions; they include marketable securities, commercial
mortgages, private placements and cash. The market value of the funds withheld
amounted to $1.2 billion at March 31, 2003.
According to data provided by our ceding companies, the following table
reflects the market value of assets backing the funds withheld at interest
portfolio using the lowest rating assigned by the three major rating agencies.
March 31, 2003 December 31, 2002
------------------------------ ---------------------------
Ratings $ in millions % $ in millions %
------- ------------- ----------- ------------- ---------
AAA................................... $ 125.7 10.3% $ 114.0 9.8%
AA.................................... 53.2 4.4 52.7 4.5
A..................................... 412.3 33.9 418.7 35.8
BBB................................... 447.7 36.9 425.9 36.5
BB or below........................... 54.7 4.5 44.7 3.8
------------- ----------- ------------- ---------
1,093.6 90.0 1,056.0 90.4
Commercial mortgage loans............. 121.6 10.0 112.3 9.6
------------- ----------- ------------- ---------
Total................................. $ 1,215.2 100.0% $ 1,168.3 100.0%
============= =========== ============= =========
According to data provided by our ceding companies, the following table
reflects the market value of assets backing the funds withheld at interest
portfolio by sector.
March 31, 2003 December 31, 2002
------------------------------ ---------------------------
Sector $ in millions % $ in millions %
------ ------------- ----------- ------------- ---------
U.S. Treasury securities and U.S.
government agency obligations.... $ 12.2 1.0% $ 10.6 0.9%
Corporate securities................ 858.6 70.7 822.2 70.4
Municipal bonds..................... 1.7 0.1 0.5 0.1
Mortgage and asset backed securities 206.7 17.0 213.1 18.2
------------- ----------- ------------- ---------
1,079.2 88.8 1,046.4 89.6
Commercial mortgage loans........... 121.6 10.0 112.3 9.6
Cash................................ 14.4 1.2 9.6 0.8
------------- ----------- ------------- ---------
Total............................... $ 1,215.2 100.0% $ 1,168.3 100.0%
============= =========== ============= =========
Liquidity and Capital Resources
Cash flow
Operating cash flow from operations amounted to $13.2 million in the
first quarter of 2003 in comparison with cash flow of $6.9 million used in
operations in the same period in 2002. Operating cash
30
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
flow includes cash inflows from premiums, fees and investment income, and cash
outflows for benefits and expenses paid. In periods of growth of new business
our operating cash flow may decrease due to first year commissions paid on new
business generated. For income recognition purposes these commissions are
deferred and amortized over the life of the business.
The increase in operating cash flow from the first quarter of 2002 was
primarily due to increases in premiums, fees, and investment income greater than
increases in benefits and expenses paid. Reinsurance premiums and fees received
increased by $31.3 million due to growth in business in both our Life
Reinsurance and North America segments. Investment income received increased by
$9.8 million due to the growth in our invested asset base. The increase was
offset by declining yields. Benefits paid increased by $5.8 million due to the
growth of business in our Life Reinsurance segments. Acquisition and other
costs, including commissions, increased by $14.4 million. This increase related
principally to new business written in our Life Reinsurance North America
segments and increased operating expenses. Acquisition costs include commissions
on first year business that are deferred when paid and therefore do not impact
net income until later years.
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 the period.
Capital and collateral
At March 31, 2003 total capitalization was $632.6 million compared to
$623.6 million at December 31, 2002. Total capitalization includes long-term
debt and is analyzed as follows:
March 31, 2003 December 31, 2002
------------------- --------------------
(dollars in thousands)
Shareholder's equity................. $ 500,090 $ 491,092
Long-term debt....................... 132,500 132,500
------------------- --------------------
Total $ 632,590 $ 623,592
=================== ====================
The increase in capitalization is due to the net income for the year of
$7.2 million less dividends paid of $1.3 million and increases in comprehensive
income. Comprehensive income consists of the unrealized depreciation on
investments, the cumulative translation adjustment arising from the translation
of World-Wide Holdings' balance sheet at exchange rates as of March 31, 2003 and
a minimum pension liability adjustment.
In April, 2003 we filed and had declared effective a registration statement
with the Securities and Exchange Commission utilizing a "shelf" registration
process relating to a number of different types of debt and equity securities.
This shelf enables us to sell securities described in the registration statement
up to a total of $500.0 million. There have been no offerings under this
registration statement.
During the first quarter of 2003 we paid a quarterly dividend totaling $1.3
million or $0.05 per share. During 2002, we paid dividends totaling $5.0 million
or $0.20 per share.
During 2002, we arranged two secured credit facilities with U.S. banks
totaling $100.0 million. Each of the credit facilities provides for a
combination of borrowing and letters of credit of $50.0 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., which we refer to
31
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
as SALIC, and World-Wide Reassurance maintain Standard & Poor's ratings of at
least "A-" and that SALIC maintains shareholder's equity of at least $210.0
million. At March 31, 2003, SALIC and World-Wide Reassurance each had a Standard
& Poor's rating of "A-" and SALIC's shareholder's equity was $479.2 million. The
other facility requires that Scottish Annuity & Life maintain consolidated net
worth of $375.0 million and a maximum debt to total capitalization ratio of 25%.
At March 31, 2003, Scottish Annuity & Life's net worth was $ 500.1 million and
the ratio of debt to total capitalization was 21%. 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 March 31, 2003, there were no borrowings under the facilities.
Outstanding letters of credit under these facilities amounted to $9.3 million.
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 or letters of credit arises in
four ways:
o when SALIC, Scottish Re (Dublin) Limited or World-Wide Reassurance
enters into a reinsurance treaty with a U.S. customer, we must
contribute assets into a reserve credit trust with a U.S. bank or
issue a letter of credit in order that the ceding company may obtain
reserve credit for the reinsurance transaction;
o when Scottish Re (U.S.), Inc. enters into a reinsurance transaction,
it typically incurs a need for additional statutory capital. This need
can be met by its own capital surplus, an infusion of cash or assets
from Scottish Annuity & Life or an affiliate 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 a letter of
credit;
o Scottish Re (U.S.), Inc. is licensed, accredited, approved or
authorized to write reinsurance in 47 states and the District of
Columbia. When Scottish Re (U.S.), Inc. enters into a reinsurance
transaction with a customer domiciled in a state in which it is not a
licensed, accredited, authorized or approved reinsurer, it likewise
must provide a reserve credit trust or letter of credit; and
o even when Scottish Re (U.S.), Inc. is licensed, accredited, approved
or authorized to write reinsurance in a 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.
SALIC 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, SALIC and Scottish Annuity & Life have agreed with World-Wide
Reassurance that in the event World-Wide Reassurance is unable to meet its
obligations under its insurance or reinsurance agreements,
32
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
SALIC (or if SALIC cannot fulfill such obligations, then Scottish Annuity &
Life) will assume all of World-Wide Reassurance's obligations under such
agreements.
Scottish Annuity & Life and Scottish Annuity & Life Insurance Company
(Cayman) Ltd. have executed similar agreements for Scottish Re (Dublin) Limited
and World-Wide Life Assurance S.A. and 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 be sufficient 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.
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
The Derivative Implementation Group has recently released Statement 133
Implementation Issue No. 36, "Embedded Derivatives: Bifurcation of a Debt
Instrument that Incorporates Both Interest Rate Risk and Credit Rate Risk
Exposures that are Unrelated or Only Partially Related to the Creditworthiness
of the Issuer of that Instrument" ("DIG B36"). DIG B36 addresses whether
Statement of Financial Accounting Standard No. 133 "Accounting for Derivative
Instruments and Hedging Activities" requires bifurcation of a debt instrument
into a debt host contract and an embedded derivative if the debt instrument
incorporates both interest rate risk and credit risk exposures that are
unrelated or only partially related to the creditworthiness of the issuer of
that instrument. Under DIG B36 modified coinsurance reinsurance agreements where
interest is determined by reference to a pool of fixed maturity assets are
arrangements containing embedded derivatives requiring bifurcation. Our funds
withheld at interest which arise under modified coinsurance agreements are
therefore considered to contain embedded derivatives requiring bifurcation. We
are required to adopt DIG B36 in the quarter ending December 31, 2003. We have
not yet determined the value of the related embedded derivatives in our funds
withheld at interest. The market value of funds withheld at interest was $1.2
billion at March 31, 2003.
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 results contemplated by the
forward-looking statements. These risks and uncertainties include:
33
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
o uncertainties relating to the ratings accorded to our insurance
subsidiaries;
o the risk that our risk analysis and underwriting may be inadequate;
o exposure to mortality experience which differs from our assumptions;
o risks arising from our investment strategy, including risks related to
the market value of our investments, fluctuations in interest rates
and our need for liquidity;
o uncertainties arising from control of our invested assets by third
parties;
o developments in global financial markets that could affect our
investment portfolio and fee income;
o changes in the rate of policyholder withdrawals or recapture of
reinsurance treaties;
o the risk that our retrocessionaires may not honor their obligations to
us;
o terrorist attacks on the United States and the impact of such attacks
on the economy in general and on our business in particular;
o political and economic risks in developing countries;
o the impact of acquisitions, including the ability to successfully
integrate acquired businesses, the competing demands for our capital
and the risk of undisclosed liabilities;
o loss of the services of any of our key employees;
o losses due to foreign currency exchange rate fluctuations;
o uncertainties relating to government and regulatory policies (such as
subjecting us to insurance regulation or taxation in additional
jurisdictions);
o the competitive environment in which we operate and associated pricing
pressures; and
o changes in accounting principles.
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, other than as may be
required under the Federal securities laws, to update any forward looking
statements to reflect events or circumstances after the date of such statement
or to reflect the occurrence of unanticipated events.
Risk Factors of Investing in Our Ordinary Shares
Investing in our ordinary shares involves a high degree of risk. Prior to
investing in the ordinary shares, potential investors should consider carefully
the risk factors set forth in our Annual Report on
34
Form 10-K filed with the Securities and Exchange Commission, in addition to the
other information set forth in this Form 10-Q.
35
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes since December 31, 2002. Please refer
to "Item 7A: Quantitative and Qualitative Disclosures About Market Risk" in our
Annual Report on Form 10-K
Item 4. Disclosure Controls and Procedures
Evaluation of disclosure controls and procedures. Based on their evaluation
as of a date within 90 days of the filing date of this Annual Report on Form
10-Q, our principal executive officers and principal financial officer have
concluded that Scottish Annuity & Life'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 Scottish Annuity & Life 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.
Changes in internal controls. There were no significant changes in the
Scottish Annuity & Life'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.
36
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. Defaults 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:
3.1 Memorandum of Association of Scottish Annuity & Life, as amended as of
December 14, 2001 (incorporated herein by reference to Scottish
Annuity & Life's Current Report on Form 8-K/A).(6)
3.2 Articles of Association of Scottish Annuity & Life, as amended as of
May 2, 2002 (incorporated herein by reference to Scottish Annuity &
Life's Current Report on Form 8-K filed with the SEC on April 14,
2003).
4.1 Specimen Ordinary Share Certificate (incorporated herein by reference
to Exhibit 4.1 to Scottish Annuity & Life'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 Scottish Annuity & Life's Registration
Statement on Form S-1).(1)
4.3 Form of Amended and Restated Class B Warrant (incorporated herein by
reference to Exhibit 4.3 to Scottish Annuity & Life's Registration
Statement on Form S-1).(1)
37
4.4 Form of Securities Purchase Agreement for the Class A Warrants
(incorporated herein by reference to Exhibit 4.4 to Scottish Annuity &
Life'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 Scottish Annuity &
Life's Registration Statement on Form S-1).(1)
4.6 Form of Securities Purchase Agreement between Scottish Annuity & Life
and the Shareholder Investors (incorporated herein by reference to
Exhibit 4.10 to Scottish Annuity & Life's Registration Statement on
Form S-1).(1)
4.7 Form of Securities Purchase Agreement between Scottish Annuity & Life
and the Non-Shareholder Investors (incorporated herein by reference to
Exhibit to Scottish Annuity & Life's Registration Statement on Form
S-1).(1)
10.1 Employment Agreement dated June 18, 1998 between Scottish Annuity &
Life and Michael C. French (incorporated herein by reference to
Exhibit 10.1 to Scottish Annuity & Life's Registration Statement on
Form S-1).(1)(10)
10.2 Second Amended and Restated 1998 Stock Option Plan effective October
22, 1998 (incorporated herein by reference to Exhibit 10.3 to Scottish
Annuity & Life's Registration Statement on Form S-1).(1)(10)
10.3 Form of Stock Option Agreement in connection with 1998 Stock Option
Plan (incorporated herein by reference to Exhibit 10.4 to Scottish
Annuity & Life's Registration Statement on Form S-1).(1)(10)
10.4 Investment Management Agreement dated October 22, 1998 between
Scottish Annuity & Life and General Re-New England Asset Management,
Inc. (incorporated herein by reference to Exhibit 10.14 to Scottish
Annuity & Life'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 Scottish Annuity & Life's Registration
Statement on Form S-1).(1)
10.6 1999 Stock Option Plan (incorporated herein by reference to Exhibit
10.14 to Scottish Annuity & Life's 1999 Annual Report on Form
10-K).(2)(10)
10.7 Form of Stock Options Agreement in connection with 1999 Stock Option
Plan (incorporated herein by reference to Exhibit 10.15 to Scottish
Annuity & Life's 1999 Annual Report on Form 10-K).(2)(10)
10.8 Employment Agreement dated September 18, 2000 between Scottish Annuity
& Life and Oscar R. Scofield (incorporated herein by reference to
Exhibit 10.16 to Scottish Annuity & Life's 2000 Annual Report on Form
10-K).(3)(10)
38
10.9 Share Purchase Agreement by and between Scottish Annuity & Life and
Pacific Life dated August 6, 2001 (incorporated by reference to
Scottish Annuity & Life's Current Report on Form 8-K).(7)
10.10 Amendment No. 1, dated November 8, 2001, to Share Purchase Agreement
dated August 6, 2001 by and between Scottish Annuity & Life and
Pacific Life (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 Scottish Annuity & Life's 2001 Annual Report on Form 10-K).
(4)(10)
10.12 Form of Nonqualified Stock Option Agreement in connection with 2001
Stock Option Plan. (incorporated herein by reference to Exhibit
10.17 to Scottish Annuity & Life's 2001 Annual Report on Form
10-K). (4)(10)
10.13 Service Agreement dated December 31, 2001 between World-Wide
Holdings, Paul Andrew Bispham and Scottish Annuity & Life.(4)(10)
10.14 Registration Rights Agreement dated December 31, 2001 between
Scottish Annuity & Life and Pacific Life (incorporated by
reference to Scottish Annuity & Life's Current Report on Form
8-K).(5)
10.15 Stockholder Agreement dated December 31, 2001 between Scottish
Annuity & Life and Pacific Life (incorporated by reference to
Scottish Annuity & Life's Current Report on Form 8-K).(5)
10.16 Tax Deed of Covenant dated December 31, 2001 between Scottish Annuity
& Life and Pacific Life (incorporated by reference to Scottish
Annuity & Life's Current Report on Form 8-K).(5)
10.17 Letter Agreement dated December 28, 2001 between Scottish Annuity &
Life and Pacific Life (incorporated by reference to Scottish
Annuity & Life's Current Report on Form 8-K).(5)
10.18 Form of Indemnification Agreement between Scottish Annuity & Life and
each of its directors and officers (incorporated by reference to
Scottish Annuity & Life's Amended Quarterly Report on Form 10-Q/A
for the period ended June 30, 2002).(8)(10)
10.19 Employment Agreement dated July 1, 2002 between Scottish Annuity &
Life Insurance Company (Cayman) Ltd. and Thomas A. McAvity, Jr.
(incorporated by reference to Scottish Annuity & Life's Amended
Quarterly Report on Form 10-Q/A for the period ended June 30,
2002).(8)(10)
10.20 Employment Agreement dated June 3, 2002 between Scottish Re (U.S.),
Inc. and J. Clay Moye, III (incorporated by reference to Scottish
Annuity & Life's Amended Quarterly Report on Form 10-Q/A for the
period ended June 30, 2002).(8)(10)
10.21 Employment Agreement dated June 1, 2002 between Scottish Annuity &
Life and Elizabeth Murphy (incorporated by reference to Scottish
Annuity & Life's
39
Amended Quarterly Report on Form 10-Q/A for the period ended June
30, 2002).(8)(10)
10.22 Employment Agreement dated June 1, 2002 between Scottish Annuity &
Life and Clifford J. Wagner (incorporated by reference to Scottish
Annuity & Life's Amended Quarterly Report on Form 10-Q/A for the
period ended June 30, 2002).(8)(10)
10.23 Employment Agreement dated July 8, 2002 between Scottish Annuity &
Life and Scott E. Willkomm (incorporated by reference to Scottish
Annuity & Life's Amended Quarterly Report on Form 10-Q/A for the
period ended June 30, 2002).(8)(10)
10.24 Employment Agreement dated February 10, 2003 between Scottish Annuity
& Life and Michael C. French. (10)
10.25 Employment Agreement dated February 10, 2003 between Scottish Annuity
& Life and Oscar R. Scofield. (10)
10.26 Amended employment Agreement dated February 10, 2003 between Scottish
Annuity & Life and Thomas A. McAvity. (10)
10.27 Indenture, dated November 22, 2002, between Scottish Annuity & Life
and The Bank of New York (incorporated herein by reference to
Scottish Annuity & Life's Registration Statement on Form S-3). (9)
10.28 Registration Rights Agreement, dated November 22, 2002, between
Scottish Annuity & Life and Bear Stearns & Co. and Putnam Lovell
Securities Inc. (incorporated herein by reference to Scottish
Annuity & Life's Registration Statement on Form S-3). (9)
23.1 Consent of Ernst & Young LLP.
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) Scottish Annuity & Life's Registration Statement on Form S-1 was filed with
the SEC on June 19, 1998, as amended.
(2) Scottish Annuity & Life's 1999 Annual Report on Form 10-K was filed with
the SEC on April 3, 2000.
40
(3) Scottish Annuity & Life's 2000 Annual Report on Form 10-K was filed with
the SEC on March 30, 2001.
(4) Scottish Annuity & Life's 2001 Annual Report on Form 10-K was filed with
the SEC on March 5, 2002.
(5) Scottish Annuity & Life's Current Report on Form 8-K was filed with the SEC
on December 31, 2001.
(6) Scottish Annuity & Life's Current Report on Form 8-K/A was filed with the
SEC on January 11, 2002.
(7) Scottish Annuity & Life's Current Report on Form 8-K was filed with the SEC
on August 9, 2001.
(8) Scottish Annuity & Life's Amended Quarterly Report on Form 10-Q/A was filed
with the SEC on August 8, 2002.
(9) Scottish Annuity & Life's Registration Statement on Form S-3 was filed with
the SEC on January 31, 2003, as amended.
(10) This exhibit is a management contract or compensatory plan or arrangement.
B. Reports on Form 8-K
We did not file any current reports on Form 8-K were filed during the
three-month period ended March 31, 2003.
41
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 8, 2003 By: /s/ Scott E. Willkomm
Scott E. Willkomm
President
Date: May 8, 2003 By: /s/ Michael C. French
Michael C. French
Chief Executive Officer
Date: May 8, 2003 By: /s/ Elizabeth A. Murphy
Elizabeth A. Murphy
Chief Financial Officer
42
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. ("the registrant");
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
4. The registrant'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
annual 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 annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant'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
43
6. The registrant's other certifying officers and I have indicated in this
annual 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: May 8, 2003
/s/ Michael C. French
- ---------------------
Michael C. French
Chief Executive Officer
44
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. (the "registrant");
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
4. The registrant'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
annual 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 annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant'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
45
6. The registrant'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: May 8, 2003
/s/ Scott E. Willkomm
- ---------------------
Scott E. Willkomm
President
46
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. (the 'registrant");
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
4. The registrant'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
annual 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 annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant'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
47
6. The registrant's other certifying officers and I have indicated in this
annual 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: May 8, 2003
/s/ Elizabeth A. Murphy
- -----------------------
Elizabeth A. Murphy
Chief Financial Officer
48