<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-23625
ANNUITY AND LIFE RE (HOLDINGS), LTD.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Bermuda Not applicable
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
</TABLE>
Victoria Hall, Victoria Street, Hamilton, Bermuda
(Address of principal executive offices)
441-296-7667
(Registrant's Telephone number, including area code)
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 [ ]
The number of the Registrant's Common Shares (par value $1.00 per share)
outstanding as of August 13, 1998 was 25,499,999.
<PAGE> 2
INDEX TO FORM 10-Q
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE
<S> <C>
ITEM 1. Unaudited Consolidated Financial Statements
Consolidated Balance Sheets
June 30, 1998 and December 31, 1997 .......................................... 3
Consolidated Statements of Operations
Three and Six Months ended June 30, 1998...................................... 4
Consolidated Statement of Cash Flows
Six Months ended June 30, 1998................................................ 5
Consolidated Statements of Changes in Stockholders' Equity
Three and Six Months ended June 30, 1998...................................... 6
Notes to Unaudited Consolidated Financial Statements.......................... 7-9
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ................................ 10-12
PART II - OTHER INFORMATION
ITEM 2. Changes in Securities and Use of Proceeds
ITEM 6. Exhibits and Reports on Form 8-K
Signatures
Exhibits
</TABLE>
<PAGE> 3
ANNUITY AND LIFE RE (HOLDINGS), LTD.
CONSOLIDATED BALANCE SHEETS
UNAUDITED
(Expressed in United States Dollars)
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
------------- -----------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 6,414,642 $250,000
Short term investments 51,506,706 -
Fixed maturity investments, available for sale,
at fair value (amortized cost of $326,956,353
at June 30, 1998: December 31, 1997: $nil) 327,868,707 -
Accrued investment income 4,637,335 -
Receivable for investments sold 25,007,710 -
Other assets 257,597 233,000
------------ --------
Total Assets $415,692,697 $483,000
============ ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $ 508,438 $233,000
Payable for investments purchased 57,476,467 -
------------ --------
Total Liabilities $ 57,984,905 $233,000
------------ --------
STOCKHOLDERS' EQUITY
Preferred Shares - (par value $1.00; 50,000,000 $ - $ -
shares authorized; no shares outstanding)
Common Shares - (par value $1.00: 100,000,000
shares authorized; 25,499,999 shares
outstanding; 1997 - 12,000) 25,499,999 12,000
Additional paid-in capital 329,513,726 238,000
Notes receivable from stock sales (1,344,312) -
Accumulated other comprehensive income 912,354 -
Retained earnings 3,126,025 -
------------ --------
Total Stockholders' Equity $357,707,792 $250,000
------------ --------
Total Liabilities and Stockholders' Equity $415,692,697 $483,000
============ ========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
ANNUITY AND LIFE RE (HOLDINGS), LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
(Expressed in United States Dollars)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, 1998 June 30, 1998
--------------------- -------------------
<S> <C> <C>
REVENUES
Investment income, net of related expenses $ 4,299,615 $ 4,299,615
Net realized investment gains 148,674 148,674
------------ -------------
Total Revenues $ 4,448,289 $ 4,448,289
------------ -------------
BENEFITS AND EXPENSES
Operating expenses $ 845,853 $ 1,253,225
Organizational expenses 27,425 69,039
------------ -------------
Total Benefits and Expenses $ 873,278 $ 1,322,264
------------ -------------
Net Income 3,575,011 3,126,025
Total Other Comprehensive Income 912,354 912,354
------------ -------------
Comprehensive Income $ 4,487,365 $ 4,038,379
============ =============
NET INCOME PER COMMON SHARE:
Basic $ 0.17
Diluted $ 0.16
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE> 5
ANNUITY AND LIFE RE (HOLDINGS), LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED
(Expressed in United States Dollars)
<TABLE>
<CAPTION>
Six Months Ended
June 30, 1998
---------------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 3,126,025
Adjustments to reconcile net income to cash used in
operating activities:
Net realized investment gains (148,674)
Change in:
Accrued investment income (4,637,335)
Other assets (24,597)
Accounts payable 275,438
--------------
Net cash used in operating activities (1,409,143)
---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of fixed maturity securities 160,662,501
Purchase of fixed maturity securities (455,001,423)
Purchase of short term investments (51,506,706)
---------------
Net cash used in investing activities (345,845,628)
---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from sale of company stock 353,419,413
--------------
Net cash provided by financing activities 353,419,413
--------------
Increase in cash and cash equivalents 6,164,642
Cash and cash equivalents, beginning of period 250,000
--------------
Cash and cash equivalents, end of period $ 6,414,642
==============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
ANNUITY AND LIFE RE (HOLDINGS), LTD.
CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY
UNAUDITED
(Expressed in United States Dollars)
<TABLE>
<CAPTION>
Three months Ended Six months Ended
June 30, 1998 June 30, 1998
------------- -----------------
<S> <C> <C>
PREFERRED SHARES PAR VALUE $1.00
Balance at beginning and end of period $ - $ -
COMMON SHARES PAR VALUE $1.00
Balance of beginning of period $ 12,000 $ 12,000
Issuance of shares 25,499,999 25,499,999
Retirement of shares (12,000) (12,000)
---------------- ------------
Balance at end of period $ 25,499,999 $ 25,499,999
--------------- ------------
ADDITIONAL PAID-IN CAPITAL
Balance at beginning of period $ 238,000 $ 238,000
Issuance of shares 334,049,964 334,049,964
Direct equity offering expenses (4,774,238) (4,774,238)
---------------- ------------
Balance at end of period $ 329,513,726 $329,513,726
--------------- ------------
NOTES RECEIVABLE FROM STOCK SALES
Balance at beginning of period $ - $ -
Notes issued (1,325,000) (1,325,000)
Accrued interest during period (19,312) (19,312)
---------------- ------------
Balance at end of period $ (1,344,312) $ (1,344,312)
---------------- ------------
ACCUMULATED OTHER COMPREHENSIVE INCOME
Balance at beginning of period $ - $ -
Net unrealized gains on securities 912,354 912,354
--------------- ------------
Balance at end of period $ 912,354 $ 912,354
--------------- ------------
RETAINED EARNINGS
Balance at beginning of period $ (448,986) $ -
Net income 3,575,011 3,126,025
--------------- ------------
Balance at end of period 3,126,025 3,126,025
--------------- ------------
TOTAL STOCKHOLDERS' EQUITY $ 357,707,792 $357,707,792
=============== ============
</TABLE>
6
<PAGE> 7
ANNUITY AND LIFE RE (HOLDINGS), LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
Annuity and Life Re (Holdings), Ltd. ("Holdings") was incorporated on
December 2, 1997 under the laws of Bermuda to provide annuity and life
reinsurance to insurers and reinsurers through its wholly-owned subsidiary,
Annuity and Life Reassurance, Ltd. ("Annuity Reassurance" and, together
with Holdings, the "Company"). Annuity Reassurance is licensed under the
insurance laws of Bermuda as a long term insurer.
2. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of the Company
have been prepared in accordance with generally accepted accounting
principles for interim financial information and in accordance with the
instructions as to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. These consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes
thereto contained in the Company's Registration Statement (File No.
333-43301) dated April 8, 1998. In the opinion of management, all
adjustments considered necessary for a fair presentation have been included
in these financial statements.
It should be noted that, in view of the Company's limited operating
history, the financial data included herein is not necessarily indicative
of the results operations or financial condition of the Company in the
future.
During the period from the date of its inception to December 31, 1997, the
Company did not incur any income or expenses that are required to be
reported in a statement of income or a statement of cash flows under United
States generally accepted accounting principles. Therefore, consolidated
statements of income and cash flows have not been presented for that
comparative fiscal period.
3. EARNINGS PER SHARE
Earnings per share has been calculated in accordance with FASB Statement
No. 128. The following table sets forth the computation of basic and
diluted earnings per share for the three month period ending June 30, 1998.
The Company was nominally capitalized with 12,000 common shares during the
period from its incorporation to the date of the initial public offering
and did not commence operations until April, 1998. For this reason the
presentation of earnings per share for the six month period ended June 30,
1998 would not provide any meaningful information to investors, and it has
therefore not been presented.
<TABLE>
<CAPTION>
Three Months
Ended June 30, 1998
-------------------
<S> <C>
Net Income $3,575,011
----------
Weighted average number of common shares outstanding 21,016,483
----------
Weighted average number of common shares outstanding
including shares issuable from exercise of options and warrants 22,405,132
----------
Earnings per share $0.17
Earnings per share assuming dilution $0.16
</TABLE>
7
<PAGE> 8
ANNUITY AND LIFE RE (HOLDINGS), LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
4. COMPREHENSIVE INCOME
The following table presents the components of the Company's comprehensive
income, other than net income, for the six month period to June 30, 1998:
UNREALIZED GAINS ON SECURITIES:
<TABLE>
<S> <C>
Balance at January 1, 1998 -
Unrealized holding gains arising during period $ 912,354
Less reclassification adjustment for gains
realized in net income -
----------
Balance at June 30, 1998 $ 912,354
----------
</TABLE>
5. ORGANIZATIONAL EXPENSES
All formation and organization costs incurred have been expensed in the
six-month period ending June 30, 1998.
6. STOCKHOLDERS' EQUITY
On April 17, 1998 the Company completed an initial public offering of
19,640,579 common shares; total proceeds received net of underwriting
discounts and commissions were $276,932,164. Simultaneous with the initial
closing of the public offering, direct sales of 5,859,420 common shares and
397,500 Class B warrants were made to strategic investors, certain members
of the Board of Directors and Company management; total net proceeds were
$82,617,806.
At December 31, 1997 all outstanding common shares of the Company were
owned by the Annuity Re Purpose Trust, a Bermuda trust. The Trust was
established for the sole purpose of providing the initial capitalization to
the Company. Subsequent to the initial closing of the initial public
offering of the Company's common shares on April 15, 1998, the Purpose
Trust sold such common shares to the Company for an aggregate purchase
price of $12,000 and such common shares were then canceled.
At June 30, 1998 total capitalization of the Company after deducting the
offering costs incurred directly by the Company of $4,774,238 and related
loans to management in the amount of $1,344,312 was $357,707,792. The net
proceeds from the offering were used to provide working capital and to
capitalize the operating subsidiary, Annuity Reassurance, in support of its
reinsurance underwriting capacity with all funds being invested in
accordance with the Company's investment guidelines.
5. ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS
No. 131, "Disclosure about Segments of an Enterprise and Related
Information", which is effective for the years beginning after December 15,
1997. SFAS No. 131 requires that a public company report financial and
descriptive information about its reportable operating segments pursuant to
criteria that may differ from current accounting practice.
8
<PAGE> 9
Operating segments, as defined, are components of an enterprise about which
separate financial information is available that is evaluated regularly by
the chief operating decision-maker in deciding how to allocate resources
and in assessing performance. The adoption of SFAS No. 131 will not affect
the Company's results of operations or financial position, but may affect
the disclosure of segment information. The Company plans to adopt SFAS No.
131 during 1998, however SFAS No. 131 need not be applied to interim
financial information in the initial year of its application.
In February 1998, the FASB issued SFAS 132 "Employers Disclosures about
Pensions and other Post Retirement Benefits". This Statement is effective
for fiscal years beginning after December 15, 1997. The Company considers
it unlikely that this Statement will affect its disclosures significantly.
In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities". This Statement is effective for all
fiscal quarters of fiscal years beginning after June 15, 1999. The Company
is currently reviewing the impact of this standard on its financial
reporting.
9
<PAGE> 10
ANNUITY AND LIFE RE (HOLDINGS), LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
1. GENERAL
Annuity and Life Re (Holdings), Ltd. ("Holdings") was incorporated on
December 2, 1997 under the laws of Bermuda to provide annuity and life
reinsurance to insurers and reinsurers through its wholly-owned subsidiary,
Annuity and Life Reassurance, Ltd. ("Annuity Reassurance" and together
with Holdings, the "Company"). Annuity Reassurance is licensed under the
insurance laws of Bermuda as a long term insurer.
2. OPERATING RESULTS
Insurance operations commenced in mid-April 1998 following completion of
the initial public offering and direct sales of the Company's common
shares.
For the initial operating three month period ending June 30,1998, the
Company had consolidated net income of approximately $3,575,000, which is
$0.17 per common share or $0.16 on a fully diluted basis. A loss of
approximately $449,000 was incurred during the three month period ended
March 31, 1998 relating to expenses and costs incurred in the formation and
organization of the Company. Earnings per share for the six months ended
June 30, 1998 is not presented as the nominal capitalization of the Company
during the period up to the date of the initial public offering results in
an amount that is not considered meaningful.
During the Company's first ten weeks of operations ended June 30, 1998, it
has focused its efforts on developing its underwriting and pricing systems
and marketing the Company to the leading purchasers of annuity and life
reinsurance. While there has been significant interest in the Company from
life insurance entities, the Company did not execute any reinsurance
contracts during the period ended June 30, 1998. The earnings for the
quarter were from the income on the investment portfolio which totaled
approximately $4,448,000. Operating expenses for the period amounted to
approximately $873,000 and are in line with the Company's plan to be a low
cost provider. The Company is working on a number of significant
reinsurance programs which if successfully finalized are expected to be
recorded later in the year.
Management believes that the results of operations are not indicative of
future financial results of the Company. With insurance operations
beginning in mid April following completion of the initial public offering
and direct sales of its common shares, the Company is in the early stages
of a start-up operation. During 1998, the Company intends to follow its
business plan for developing its reinsurance business and writing
reinsurance contracts while maintaining its low cost structure and
operation.
3. LIQUIDITY AND CAPITAL RESOURCES
On April 17, 1998 the Company completed an initial public offering of
19,640,579 common shares; total proceeds received net of underwriting
discounts and commissions were $276,932,164. Simultaneous with the initial
closing of the public offering, direct sales of 5,859,420 common shares and
397,500 Class B warrants were made to strategic investors, certain members
of the Board of Directors and Company management; total net proceeds were
$82,617,806.
At December 31, 1997 all outstanding common shares of the Company were
owned by the Annuity Re Purpose Trust, a Bermuda trust. The trust was
established for the sole purpose of providing the initial capitalization to
the Company.
10
<PAGE> 11
3. LIQUIDITY AND CAPITAL RESOURCES (cont'd)
Subsequent to the initial closing of the initial public offering of the
Company's common shares on April 15,1998, the Purpose Trust sold such
common shares to the Company for an aggregate purchase price of $12,000 and
such common shares were then canceled.
At June 30, 1998 total capitalization of the Company after deducting
offering costs incurred directly by the Company of $4,774,238 and related
loans to management in the amount of $1,344,312 was $357,707,792. The net
proceeds were used to provide working capital and to capitalize the
operating subsidiary, Annuity Reassurance, in support of its reinsurance
underwriting capacity with all funds being invested in accordance with the
Company's investment guidelines.
The Company does not presently anticipate that it will incur any material
indebtedness in the ordinary course of its business other than obtaining
letters of credit as security for certain of its reinsurance agreements.
The Company currently has no material commitments for capital expenditures.
4. INVESTMENT RESULTS
The net proceeds from the initial public offering were invested by the
Company in short term and fixed maturity securities in accordance with the
Company's investment guidelines. The entire portfolio of fixed maturity
securities has been classified as available for sale.
During the initial operating period beginning in late April through June
30, 1998 investment income, net of expenses was approximately $4,448,000
including realized investment gains of approximately $149,000. The average
earned yield rate on an annualized basis for this period on invested assets
(cash, short terms and fixed maturity securities) was approximately 6.36%.
Due to the initial structuring and repositioning of the portfolio there was
significant turnover. This was intended to optimize the Company's future
income level and reflects the overall level and movement of interest rates.
From this turnover, the Company realized approximately $149,000 in
investment gains. In addition, at June 30, 1998, the Company's portfolio of
fixed maturity securities had unrealized gains of approximately $912,000
which was included in Other Comprehensive Income.
5. FORWARD-LOOKING AND CAUTIONARY STATEMENTS
The Company and its representatives may from time to time make written or
oral forward-looking statements, including those contained in the foregoing
Management's Discussion and Analysis. In order to take advantage of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995, the Company is hereby identifying certain important factors which
could cause the Company's actual results, performance or achievement to
differ materially from those that may be contained in or implied by any
forward-looking statement made by or on behalf of the Company. The factors
that could cause such forward-looking statements not to be realized
include, without limitation, acceptance in the market of the Company's
reinsurance products; pricing competition; the amount of underwriting
capacity from time to time in the market; general economic conditions and
conditions specific to the reinsurance and investment markets in which the
Company operates, material fluctuations in interest rate levels; regulatory
changes and conditions; rating agency policies and practices; claims
development; and loss of key executives. The Company cautions that the
foregoing list of important factors is not intended to be, and is not,
exhaustive. The Company does not undertake to update any forward-looking
statement that may be made from time to time by or on behalf of the
Company.
11
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
On April 15, 1998, concurrently with its initial public offering the
Company sold an aggregate of 5,638,299 Common Shares and Class B
Warrants to purchase an aggregate of 397,500 Common Shares to The
Prudential Insurance Company of America, EXEL Limited, Risk Capital
Reinsurance Company, Insurance Partners, L.P. and Insurance Partners
Offshore (Bermuda), L.P. (collectively, the "Strategic Investors")
pursuant to securities purchase agreements (the "Direct Sales"). The
Prudential Insurance Company of America purchased 1,028,369 Common
Shares and Class B Warrants to purchase an additional 72,500 Common
Shares for an aggregate purchase price of $14.5 million. EXEL Limited
and Risk Capital Reinsurance Company each purchased 1,418,440 Common
Shares and Class B Warrants to purchase an additional 100,000 Common
Shares for an aggregate purchase price for each such purchaser of
$20.0 million. Insurance Partners, L.P. purchased 1,143,065 Common
Shares and Class B Warrants to purchase an additional 80,586 Common
Shares for an aggregate purchase price of $16.1 million. Insurance
Partners Offshore (Bermuda), L.P. purchased 629,985 Common Shares and
Class B Warrants to purchase an additional 44,414 Common Shares for an
aggregate purchase price of $8.9 million.
The securities sold to the Strategic Investors are exempt from
registration pursuant to Section 4(2) of the Securities Act, based on
the fact that the securities were sold to accredited investors who had
access to financial and other relevant data concerning the Company.
The exercise price of the Class B Warrants is $15.00 per share,
subject to customary anti-dilution adjustments for certain events,
including stock-splits and the issuance of Common Shares below the
exercise price for the Class B Warrants or below the then current fair
market value of the Common Shares. The Class B Warrants become
exercisable in three equal annual installments commencing on the first
anniversary of the consummation of the Direct Sales. In the event of
a change in control of the Company, the Class B Warrants then
outstanding will become immediately exercisable. The Class B Warrants
will expire on the tenth anniversary of the consummation of the Direct
Sales.
Use of Proceeds
On April 8, 1998, the Company's Registration Statement on Form S-1
(File No. 333-43301) was declared effective by the Securities and
Exchange Commission, and the offering of the Company's Common Shares
under such Registration Statement commenced. Prudential Securities
Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BT
Alex. Brown Incorporated, CIBC Oppenheimer Corp. and Schroder & Co.,
Inc. (the "Representatives" ) served as the representatives of the
underwriters of the offering. The initial closing of the offering
was held on April 15, 1998. Subsequent to the initial closing, the
Representatives exercised the underwriters over allotment option in
full, and the closing of such additional purchases was held on April
17, 1998.
12
<PAGE> 13
All of the 19,640,579 Common Shares registered by the Company were
sold prior to the termination of the offering. The gross proceeds of
the offering were $294,608,685 of which $17,676,521 constituted
underwriting discounts and commissions. In addition, the Company
incurred approximately $4,750,000 in expenses related to the offering,
including $2,000,000 paid to Inter-Atlantic Securities Corporation
("IASC") as reimbursement for certain advisory services related to the
offering and $473,272 paid to IASC as reimbursement for certain
offering expenses incurred on the Company's behalf.
Three of the Company's directors are owners, directors and/or officers
of IASC and/or its parent company, Inter-Atlantic Capital Partners,
Inc. The net proceeds of the offering (including sales of the
Strategic Investors and certain of the Company's directors and
officers, as set forth below) were $353,500,000 of which $8,500,000
has been invested by the Company in short-term, investment grade,
interest bearing securities and will be used for working capital
purposes. The balance of the net proceeds has been contributed by the
Company in short-term, investment grade, interest bearing securities
and will be used for working capital purposes. The balance of the net
proceeds has been contributed by the Company to Annutiy Reassurance to
support its reinsurance underwriting capacity and has been invested in
accordance with Annuity Reassurances investment guidelines.
On April 18, 1998, the Company sold by a separate prospectus 221,121
Common Shares directly to certain of its directors and officers for an
aggregate purchase price of $3.1 million.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits - The following exhibits are filed as part of this report on
Form 10-Q:
11 Computation of Earnings Per Share
27 Financial Data Schedule
(b) Reports on Form 8-K - There were no reports on Form 8K filed
during the period ended June 30, 1998:
13
<PAGE> 14
ANNUITY AND LIFE RE (HOLDINGS), LTD.
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.
<TABLE>
<S> <C> <C>
Annuity and Life Re (Holdings), Ltd.
Date: August 13, 1998 -------------------------
Name: Lawrence S. Doyle
Title: President and Chief Executive Officer
(Principal Executive Officer)
Date: August 13, 1998
------------------------
Name: William W. Atkin
Title: Chief Financial Officer and Treasurer
(Principal Accounting and Financial Officer)
</TABLE>
14
<PAGE> 1
Exhibit 11
ANNUITY AND LIFE RE (HOLDINGS), LTD.
STATEMENT OF COMPUTATION OF NET INCOME PER COMMON SHARE
UNAUDITED
(Expressed in United States Dollars except for share amounts)
<TABLE>
<CAPTION>
Three months ended
June 30, 1998
Basic Diluted
--------------------- --------------------
<S> <C> <C>
Net Income $ 3,575,011 $ 3,575,011
-------------- -------------
Net income available to common
shareholders $ 3,575,011 $ 3,575,011
============== =============
Number of shares:
Weighted average shares outstanding 21,016,483 22,405,132
========== ==========
Earnings per share: $ 0.17 $ 0.16
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1998 (UNAUDITED) AND THE CONSOLIDATED
STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30 ,1998 (UNAUDITED) AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<DEBT-HELD-FOR-SALE> 327,868,707
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 0
<CASH> 6,414,642
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 415,692,697
<POLICY-LOSSES> 0
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 0
0
0
<COMMON> 25,499,999
<OTHER-SE> 332,207,793
<TOTAL-LIABILITY-AND-EQUITY> 415,692,697
0
<INVESTMENT-INCOME> 4,299,615
<INVESTMENT-GAINS> 148,674
<OTHER-INCOME> 0
<BENEFITS> 0
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 1,322,264
<INCOME-PRETAX> 3,126,025
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,126,025
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,126,025
<EPS-PRIMARY> .17
<EPS-DILUTED> .16
<RESERVE-OPEN> 0
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