<PAGE>
================================================================================
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, 2000
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Transition period from ____ to ______
Commission File Number 0-29788
SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
Cayman Islands Not Applicable
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
P.O. Box 10657 APO
Grand Pavilion Commercial Centre
802 West Bay Road
George Town, Grand Cayman
Cayman Islands, British West Indies Not Applicable
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (345) 949-2800
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
As of May 10, 2000, Registrant had 16,046,740 Ordinary Shares outstanding.
================================================================================
<PAGE>
Table of Contents
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets, March 31, 2000
(Unaudited) and December 31, 1999 (note 1) 2
Condensed Consolidated Statements of Income - Three Months
Ended March 31, 2000 (Unaudited) and the Three Months Ended
March 31, 1999 (Unaudited) 3
Condensed Consolidated Statements of Comprehensive Income
(Loss) - Three Months Ended March 31, 2000 (Unaudited) and
the Three Months Ended March 31, 1999 (Unaudited) 4
Condensed Consolidated Statements of Shareholders' Equity -
Three Months Ended March 31, 2000 (Unaudited) and the Three
Months Ended March 31, 1999 (Unaudited) 5
Condensed Consolidated Statements of Cash Flows - Three Months
Ended March 31, 2000 (Unaudited) and the Three Months Ended
March 31, 1999 (Unaudited) 6
Notes to Condensed Consolidated Financial Statements
(Unaudited) 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANAYLSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 13
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 16
PART II OTHER INFORMATION
ITEM 1. 16
ITEM 2 through ITEM 5 16
ITEM 6 17
SIGNATURES 18
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Scottish Annuity & Life Holdings, Ltd.
Condensed Consolidated Balance Sheets
(Stated in United States Dollars)
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
(unaudited) (note 1)
---------------------------------------
ASSETS
<S> <C> <C> <C> <C>
Fixed maturity investments $527,398,113 $546,806,744
Cash and cash equivalents 31,475,648 29,000,653
Receivables:
Reinsurance premiums 316,839 298,295
Due from reinsurers 8,107,433 -
Risk fees 595,746 861,552
Due from investment brokers 69,015 109,891
Accrued interest 4,749,391 5,554,355
Policy loans 502,166 536,420
Deferred acquisition costs 2,908,405 1,919,528
Present value of inforce business 10,722,599 10,619,599
Other assets 661,177 740,116
Goodwill 250,000 200,000
Deferred tax benefit 2,158,450 2,218,077
Current income tax receivable 100,934 196,905
Net fixed assets and leasehold improvements 1,563,444 1,026,820
Segregated assets 270,136,062 256,545,532
---------------------------------------
Total assets $861,715,422 $856,634,487
=======================================
LIABILITIES
Reserves for future policy benefits $367,673,507 $365,478,762
Accounts payable and accrued expenses 4,142,812 4,347,648
Due to related party 39,302 11,601,464
Segregated liabilities 270,136,062 256,545,532
---------------------------------------
Total liabilities 641,991,683 637,973,406
---------------------------------------
SHAREHOLDERS' EQUITY
Share capital, par value $0.01 per share:
Issued and fully paid: 16,046,740 ordinary shares 160,467 160,467
Additional paid in capital 227,543,203 227,534,287
Accumulated other comprehensive loss -
Unrealized depreciation on investments (15,859,305) (15,684,732)
Retained earnings 7,879,374 6,651,059
---------------------------------------
Total shareholders' equity 219,723,739 218,661,081
---------------------------------------
Total liabilities and shareholders' equity $861,715,422 $856,634,487
=======================================
</TABLE>
See notes to the condensed consolidated financial statements
-2-
<PAGE>
Scottish Annuity & Life Holdings, Ltd.
Condensed Consolidated Statements of Income
(Stated in United States Dollars)
Unaudited
<TABLE>
<CAPTION>
Three Months Three Months
ended March ended March
31, 2000 31, 1999
-------------------------------------------------------------
<S> <C> <C>
REVENUES
Net premiums & reinsurance fees $ 32,373 $ -
Investment income, net 9,765,138 3,321,252
Realized losses on securities, net (127,657) (963,914)
Insurance administration and
variable fees 449,572 225,785
-------------------------------------------------------------
Total revenues 10,119,426 2,583,123
BENEFITS & EXPENSES
Claims and other policy benefits 5,275,603 -
Acquisition costs and other
insurance expenses 1,114,177 255,100
Operating expenses 1,639,367 710,898
-------------------------------------------------------------
Total benefits & expenses 8,029,147 965,998
-------------------------------------------------------------
Net income before provision for federal income taxes $ 2,090,279 $ 1,617,125
-------------------------------------------------------------
PROVISION FOR FEDERAL INCOME TAXES
Current - -
Deferred 59,627 -
-------------------------------------------------------------
Net income $ 2,030,652 $ 1,617,125
=============================================================
Earnings per share, basic & diluted $ 0.13 $ 0.09
=============================================================
Dividends declared per share $ 0.05 $ 0.05
=============================================================
</TABLE>
See notes to the condensed consolidated financial statements
-3-
<PAGE>
Scottish Annuity & Life Holdings, Ltd.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Stated in United States Dollars)
Unaudited
<TABLE>
<CAPTION>
Three Months Three Months
ended March ended March
31, 2000 31, 1999
-------------------------------------------------
<S> <C> <C>
Net income $ 2,030,652 $ 1,617,125
Other comprehensive loss, net of taxes
Unrealized depreciation on
investments:
Unrealized holding depreciation arising during
the period (302,230) (3,687,154)
Add: reclassification adjustment for losses
included in net income 127,657 963,914
-------------------------------------------------
Unrealized depreciation on investments (174,573) (2,723,240)
-------------------------------------------------
Comprehensive income (loss) $ 1,856,079 $ (1,106,115)
=================================================
</TABLE>
See notes to the condensed consolidated financial statements
-4-
<PAGE>
Scottish Annuity & Life Holdings, Ltd.
Condensed Consolidated Statements of Shareholders' Equity
(Stated in United States Dollars)
Unaudited
<TABLE>
<CAPTION>
Three Months Three Months
ended March ended March
31, 2000 31, 1999
---------------------------------------
<S> <C> <C>
SHARE CAPITAL:
Beginning of period $ 160,467 $ 185,684
Issuance to executive officers - 80
---------------------------------------
160,467 185,764
---------------------------------------
ADDITIONAL PAID-IN CAPITAL:
Beginning of period 227,534,287 252,291,320
Issuance to executive officers - 87,920
Issuance of equity options 8,916 50,126
---------------------------------------
227,543,203 252,429,366
---------------------------------------
ACCUMULATED OTHER COMPREHENSIVE LOSS:
Beginning of period (15,684,732) (853,146)
Unrealized depreciation on investments (174,573) (2,723,240)
---------------------------------------
(15,859,305) (3,576,386)
---------------------------------------
RETAINED EARNINGS:
Beginning of period 6,651,059 436,321
Net income 2,030,652 1,617,125
Dividends paid (802,337) -
---------------------------------------
7,879,374 2,053,446
---------------------------------------
TOTAL SHAREHOLDERS' EQUITY $219,723,739 $251,092,190
=======================================
</TABLE>
See notes to the condensed consolidated financial statements
-5-
<PAGE>
Scottish Annuity & Life Holdings, Ltd.
Condensed Consolidated Statements of Cash Flows
(Stated in United States Dollars)
Unaudited
<TABLE>
<CAPTION>
Three Months Three Months
ended March 31, ended March 31,
OPERATING ACTIVITIES 2000 1999
-----------------------------------------------
<S> <C> <C>
Net income $ 2,030,652 $ 1,617,125
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Net realized losses on securities 127,657 963,914
Non cash salaries and professional fees 8,916 50,126
Depreciation 62,707 4,838
Amortization of deferred acquisition costs 70,668 -
Net change in policy benefit reserves (3,175,234) -
Changes in assets and liabilities:
Reinsurance premiums receivable (18,544) -
Due from reinsurers (8,107,433) -
Risk fees 265,806 -
Policy loans 34,254 -
Other receivables 845,840 3,491,626
Deferred acquisition costs (1,059,545) -
Present value of inforce business (103,000) -
Other assets 78,939 45,593
Deferred tax benefit 59,627 -
Current income tax receivable 95,971 -
Reserves for future benefit payments (165,828) -
Accounts payable and accrued expenses (204,836) 8,910,829
Due to related party (11,562,162) (545,982)
-----------------------------------------------
Net cash (used in) provided by operating activities (20,715,545) 14,538,069
-----------------------------------------------
INVESTING ACTIVITIES
Purchase of securities (42,235,620) (448,554,653)
Proceeds on sales of securities 61,342,021 432,708,783
Goodwill (50,000) -
Purchase of fixed assets & leasehold improvements (599,331) (372,570)
-----------------------------------------------
Net cash provided by (used in) investing activities 18,457,070 (16,218,440)
-----------------------------------------------
FINANCING ACTIVITIES
Withdrawals from insurance accounts 5,535,807 -
Dividends paid (802,337) -
Issuance of company stock - 88,000
-----------------------------------------------
Net cash provided by financing activities 4,733,470 88,000
-----------------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 2,474,995 (1,592,371)
Cash and cash equivalents, beginning of period 29,000,653 3,863,042
-----------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 31,475,648 $ 2,270,671
===============================================
</TABLE>
See notes to the condensed consolidated financial statements
-6-
<PAGE>
Scottish Annuity & Life Holdings, Ltd.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 2000
1. Basis of presentation
Accounting Principles - The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with generally accepted
accounting principles ("GAAP") for 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 generally accepted accounting principles
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.
The comparative consolidated balance sheet as of December 31, 1999 has been
derived from the audited consolidated financial statements for the period ended
December 31, 1999.
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, 1999.
We have reclassified some figures from our 1999 financial statements to conform
with our 2000 presentation. These reclassifications had no effect on net income
or shareholders' equity as previously reported.
-7-
<PAGE>
Scottish Annuity & Life Holdings, Ltd.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 2000 (continued)
2. Earnings per ordinary share
Basic earnings per share ("EPS") excludes the dilutive effect of options and
warrants. Diluted EPS includes the dilutive effect of these securities using
the treasury stock method. The weighted-average number of shares is calculated
by weighting how long the shares have been outstanding over the accounting
period.
The dilutive impact of our warrants and options is not material and therefore,
has no effect on EPS.
<TABLE>
<CAPTION>
Three Months Three Months
Ended March Ended March
31, 2000 31, 1999
---------------------------
<S> <C> <C>
Numerator:
Net income $ 2,030,652 $ 1,617,125
Denominator:
Denominator for basic earnings per share -
Weighted average number of shares 16,046,740 18,571,106
Effect of dilutive securities-
Employee stock options 989 -
Denominator for dilutive earnings per share 16,047,729 18,571,106
Basic earnings per ordinary share $ 0.13 $ 0.09
Diluted earnings per share $ 0.13 $ 0.09
Actual shares outstanding 16,046,740 18,576,440
</TABLE>
-8-
<PAGE>
Scottish Annuity & Life Holdings, Ltd.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 2000 (continued)
3. Segment Reporting
Income from insurance operations is split into three lines of business:
traditional reinsurance, non-traditional reinsurance (previously called
reinsurance) and variable products.
The segment reporting for the lines of business is as follows:
<TABLE>
<CAPTION>
Three Months Three Months
ended March 31, ended March 31,
2000 1999
-----------------------------------
<S> <C> <C>
REVENUES FROM EXTERNAL CUSTOMERS
Variable products $ 449,572 $ 225,785
Traditional reinsurance - -
Non-traditional reinsurance 7,243,546 322,500
Other 2,426,308 2,034,838
-----------------------------------
Total $ 10,119,426 $ 2,583,123
===================================
NET INCOME BY SEGMENT
Variable products $ 352,316 $ 154,663
Traditional reinsurance (344,664) -
Non-traditional reinsurance 1,134,466 139,384
Other 888,534 1,323,078
-----------------------------------
Total $ 2,030,652 $ 1,617,125
===================================
</TABLE>
-9-
<PAGE>
Scottish Annuity & Life Holdings, Ltd.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 2000 (continued)
4. Stock Option Plans
The Company has two stock option plans (the "1998 Plan" and the "1999 Plan")
which allows us to grant non-statutory options, subject to certain 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 shall not be more than ten years from the date of grant.
Unless otherwise provided in the option agreement, the options shall become
exercisable in three equal annual installments, commencing on the first
anniversary of the grant date.
Option activity under the 1998 Plan is as follows:
<TABLE>
<CAPTION>
Weighted average
Shares available Number exercise price of
for grant of shares options outstanding
---------------- -------------- -------------------
<S> <C> <C> <C>
Balance May 12, 1998* - - -
Authorized 1,600,000 - -
Granted (1,070,000) 1,070,000 $15.00
Exercised - - -
Cancelled - - -
---------------- -------------- -------------------
Balance December 31, 1998 530,000 1,070,000 $15.00
Authorized - - -
Granted (545,600) 545,600 $15.00
Exercised - - -
Cancelled 233,333 (233,333) $15.00
---------------- -------------- -------------------
Balance December 31, 1999 217,733 1,382,267 $15.00
Authorized - - -
Granted (400,000) 400,000 (1) $ 7.75
Exercised - - -
Cancelled 300,000 (300,000) (2) $15.00
---------------- -------------- -------------------
Balance March 31, 2000 117,733 1,482,267 $12.03
================ ============== ===================
</TABLE>
* Date of incorporation
(1) 400,000 shares granted to Scott Willkomm
(2) 300,000 cancelled after the resignation of Peter Presperin
-10-
<PAGE>
Scottish Annuity & Life Holdings, Ltd.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 2000 (continued)
4. Stock Option Plans (continued)
Option activity under the 1999 Plan is as follows:
<TABLE>
<CAPTION>
Weighted average
Shares available Number exercise price of
for grant of shares options outstanding
-------------------- ------------- ---------------
<S> <C> <C> <C>
Balance December 31, 1998 - - -
Authorized 750,000 - -
Granted (325,000) 325,000 $8.0625
Exercised - - -
Cancelled - - -
------------------- ------------- ---------------
Balance December 31, 1999 425,000 325,000 $8.0625
Authorized - - -
Granted - - -
Exercised - - -
Cancelled - - -
------------------- ------------- ---------------
Balance March 31, 2000 425,000 325,000 $8.0625
=================== ============= ===============
</TABLE>
-11-
<PAGE>
Scottish Annuity & Life Holdings, Ltd.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 2000 (continued)
4. Stock Option Plans (continued)
In addition to the Company's stock option plans, 750,000 options were authorized
to be issued to new employees of Scottish Re (U.S.), Inc., our U.S. operations,
by the Board of Directors at an exercise price to be determined on the date of
the grant. The term of the options shall be seven years from the date of grant.
The options shall become exercisable in three equal annual installments,
commencing on the first anniversary of the grant date. Options have been
granted to new employees of our U.S. operations, pursuant to a resolution of
the Board of Directors, at an exercise price equal to the fair market value of
our ordinary shares at the date of the grant. The options that have been granted
are reflected in the chart below.
<TABLE>
<CAPTION>
Shares available Number Exercise price of
for grant of shares options outstanding
---------------------- ------------- ---------------
<S> <C> <C> - <C> - <C> -
Balance December 31, 1998
Authorized 750,000 - -
Granted (586,000) 586,000 $8.1117
Exercised - - -
Cancelled - - -
--------------------- ------------- ---------------
Balance December 31, 1999 164,000 586,000 $8.1117
Authorized - - -
Granted (157,000) 157,000 $8.2325
Exercised - - -
Cancelled - - -
--------------------- ------------- ---------------
Balance March 31, 2000 7,000 743,000 $8.1373
===================== ============= ===============
</TABLE>
-12-
<PAGE>
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. ("Scottish Holdings", "we", "us", "our",
or "the Company") completed its initial public offering ("IPO") on November 30,
1998. Our principal assets include the ownership of Scottish Annuity & Life
Insurance Company (Cayman) Ltd. ("Scottish Insurance"), Scottish Re (U.S.), Inc.
("Scottish Re") (formerly Harbourton Reassurance, Inc.), and The Scottish
Annuity Company (Cayman) Ltd. ("Scottish Annuity"). Scottish Insurance was
formed in 1998 as an offshore company principally to provide reinsurance of life
and annuity products and to issue customized variable life insurance products to
high net worth individuals and families. Scottish Annuity provides customized
variable annuity products to high net worth individuals and families. Scottish
Re, a Delaware insurance company, which is licensed in 15 states and admitted as
a reinsurer in an additional 8 states, provides us with a U.S. based platform to
provide reinsurance products.
Overview
Our net income for the quarter of $2,030,652 or $0.13 per share was driven by
revenues from our investment portfolio, reinsurance operations, and insurance
administration fees. Net income, when compared to the prior year, changed due to
various factors: (1) Investment income, net increased from $3,321,252 to
$9,765,138 as a result of invested assets from reinsurance growing from $0 to
over $350 million, (2) Realized losses on securities, net in the first quarter
of 1999 of $963,914 were primarily due to portfolio restructuring, whereas no
restructuring was done in the first quarter of 2000, (3) Insurance
administration and variable life fees increased from $225,785 to $449,572 due
primarily to increases in variable account balances and the purchase of Scottish
Annuity, resulting in 100% of the fee income reverting to us, (4) Claims and
other policy benefits were $0 in the first quarter of 1999 and $5,275,603 in the
first quarter of 2000 as a result of new reinsurance treaties, and (5)
Acquisition costs and other insurance expenses increased from $225,100 to
$1,114,177 and operating expenses increased from $710,898 to $1,639,367 as a
result of increased reinsurance activity and the implementation of our U.S.
reinsurance operations through Scottish Re.
-13-
<PAGE>
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
Investments
Our investment portfolio is managed by two professional investment managers,
General Re - New England Asset Management, Inc. and Prudential Investment
Corporation. Our investment guidelines are designed to diversify the portfolio
to maximize investment income while minimizing risk. At March 31, 2000, the
portfolio had an average quality rating of AA, an average duration of 2.76 years
and an average book yield of 6.79%. This compares with an average quality
rating of AA, an average duration of 2.98 years and an average book yield of
6.79% respectively at December 31, 1999. A realized loss of $127,657 and net
unrealized depreciation of $174,573 were recognized on investments during the
quarter.
Insurance Operations
Our business consists of three lines of business: traditional, non-traditional
and variable products. Our results reflected revenues from these lines of
business. Since January 1, 2000, we closed on the Lincoln National Life
reinsurance transaction, whereby we reinsure 50% of new fixed annuities written
by Lincoln and sold through financial institutions. We expect approximately
$150 million of assumed reserves under this contract in 2000. We also signed
binders for traditional life reinsurance with two significant writers of life
insurance, expected to create approximately $5 to $7 billion of life reinsurance
and $9 million of collected premium during 2000. Finally, we signed one
additional binder covering a block of pre-need business that is expected to
produce $40 million of assumed reserves, and have several other deals pending.
However, no assurance can be given that these expectations can be achieved. We
also received $7.2 million of deposits from variable life sales in the quarter.
-14-
<PAGE>
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
Capital Resources and Liquidity
At March 31, 2000, total capitalization was $219,723,739. We have no material
commitments for capital expenditures and do not anticipate incurring material
indebtedness other than letters of credit or lines of credit, which may be
required in the ordinary course of our reinsurance business.
During the quarter we paid a dividend of $802,337 to shareholders of record as
of March 6, 2000.
We expect that our cash and investments, together with cash generated from our
businesses, will provide sufficient sources of liquidity and capital to meet our
needs for the next several years. In addition, we have access to a combined $70
million through available lines and letters of credit, none of which have been
utilized to date.
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. When used, the words "may", "will", "expect",
"anticipate", "continue", "estimate", "project", "plan", "intend" and similar
expressions identify forward-looking statements. These forward-looking
statements involve risks and uncertainties including, but not limited to, the
following: our ability to execute the business plan; changes in the general
economic conditions including the performance of the financial markets and
interest rates; changes in insurance regulations or taxes; changes in rating
agency policy; the loss of key executives; trends in the insurance and
reinsurance industries; government regulations; trends that may affect our
financial condition or results of operations; and the declaration and payment of
dividends. Potential investors are cautioned that any forward-looking statements
are not guarantees of future performance and are subject to risks and
uncertainties. Actual results may differ materially from those included within
the forward-looking statements as a result of various factors. Factors that
could cause or contribute to such differences include, but are not limited to,
those described under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and under the heading "Risks
Factors of Investing in our Ordinary Shares" set forth in our Annual Report on
Form 10-K filed with the Securities and Exchange Commission. We assume no
obligation to update any forward-looking statement to reflect actual results or
changes in or additions to the factors affecting such forward-looking
statements.
-15-
<PAGE>
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
Risk Factors of Investing in Our Ordinary Shares
Investing in our Ordinary Shares involves a high degree of risk. Prior to
investing in the Ordinary Shares, potential investors should consider carefully
the risk factors set forth in our Annual Report on Form 10-K filed with the
Securities and Exchange Commission, in addition to the other information set
forth in this Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes since December 31, 1999. Please refer to
"Item 7A: Quantitative and Qualitative Disclosures About Market Risk" in our
Annual Report on Form 10-K.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not currently involved in any litigation or arbitration.
Item 2. Changes in Securities and Use of Proceeds
Not applicable.
Item 3. Default Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Securities Holders
Not applicable.
Item 5. Other Information
Not applicable.
-16-
<PAGE>
Scottish Annuity & Life Holdings, Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Except as otherwise indicated, the following Exhibits are filed herewith and
made a part hereof:
Exhibit
Number Description of Document
- ------- ------------------------
27.1 Financial Data Schedule
(b) Reports on Form 8-K
(1) The Company filed a Report on Form 8-K on January 18, 2000
to report that the Company acquired all of the issued and
outstanding shares of common stock of The Scottish Annuity
Company (Cayman) Ltd.
(2) The Company filed a Report on Form 8-K/A on March 20, 2000
to file the financial statements of The Scottish Annuity
Company (Cayman) Ltd. and the Pro Forma Combined Condensed
Financial Statements.
-17-
<PAGE>
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 10, 2000 By: /s/ Michael C. French
----------------------------------------
Michael C. French
Chief Executive Officer
Date: May 10, 2000 By: /s/ Bruce J. Crozier
----------------------------------------
Bruce J. Crozier
Senior Vice President-Chief Financial
Officer and Secretary
(Principal Financial Officer and Principal
Accounting Officer)
-18-
<PAGE>
EXHIBIT INDEX
EXHIBIT
SEQUENTIAL
NUMBER
PAGE NO. DESCRIPTION OF DOCUMENT
- ---------- -----------------------
27.1 Financial Data Schedule
-19-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 7
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<DEBT-HELD-FOR-SALE> 527,398,113
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 527,398,113
<CASH> 31,475,648
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 2,908,405
<TOTAL-ASSETS> 861,715,422
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0
0
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32,373
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