UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS OF SKANDIA U.S. INC.
Published on
Exhibit 99.1
Skandia U.S. Inc.
Unaudited Financial Statements for the
Quarterly Period Ended March 31, 2003
Skandia U.S. Inc.
Unaudited Financial Statements
Quarterly Period Ended March 31, 2003
Index
| Page | ||
| Consolidated Statements of Financial Condition—March 31, 2003 (unaudited) and December 31, 2002 | 3 | |
| Consolidated Statements of Income (unaudited)—Three months ended March 31, 2003 and March 31, 2002 | 4 | |
| Consolidated Statements of Shareholder’s Equity—Three months ended March 31, 2003 (unaudited) and year ended December 31, 2002 |
5 | |
| Consolidated Statements of Cash Flows (unaudited)—Three months ended March 31, 2003 and March 31, 2002 | 6 | |
| Notes to Unaudited Consolidated Financial Statements | 7 | |
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Skandia U.S. Inc.
Consolidated Statements of Financial Condition
(in thousands, except share data)
| March 31, 2003 |
December 31, 2002 | |||||
| (unaudited) | ||||||
| ASSETS |
||||||
| Investments: |
||||||
| Fixed maturities—at fair value (amortized cost of $411,519 and $385,348, respectively) |
$ | 423,821 | $ | 404,549 | ||
| Equity securities—at fair value (amortized cost of $64,667 and $53,010, respectively) |
65,583 | 52,762 | ||||
| Derivative instruments—at fair value |
5,602 | 10,370 | ||||
| Policy loans |
7,585 | 7,559 | ||||
| Total investments |
502,591 | 475,240 | ||||
| Cash and cash equivalents |
122,254 | 167,832 | ||||
| Accrued investment income |
4,790 | 4,300 | ||||
| Deferred acquisition costs |
1,100,745 | 1,117,544 | ||||
| Reinsurance receivable |
5,032 | 5,447 | ||||
| Receivable from affiliates |
9,457 | 9,110 | ||||
| Deferred income taxes |
58,031 | 39,783 | ||||
| Fixed assets, at depreciated cost (accumulated depreciation of $39,430 and $37,035, respectively) |
27,810 | 30,467 | ||||
| Other assets |
106,405 | 109,422 | ||||
| Separate account assets |
21,411,003 | 21,905,613 | ||||
| Total assets |
$ | 23,348,118 | $ | 23,864,758 | ||
| LIABILITIES AND SHAREHOLDER’S EQUITY |
||||||
| Liabilities: |
||||||
| Reserves for future policy and contract benefits |
$ | 172,174 | $ | 149,348 | ||
| Accounts payable and accrued expenses |
127,424 | 126,029 | ||||
| Income tax payable |
9,058 | 8,797 | ||||
| Capital lease obligations |
2,748 | 3,166 | ||||
| Short-term borrowing |
293,541 | 255,141 | ||||
| Long-term borrowing |
241,059 | 279,459 | ||||
| Collateralized notes |
352,706 | 373,211 | ||||
| Separate account liabilities |
21,411,003 | 21,905,613 | ||||
| Total liabilities |
22,609,713 | 23,100,764 | ||||
| Commitments and contingent liabilities (Note 7) |
||||||
| Shareholder’s equity: |
||||||
| Common stock, $100 par value, 340 shares authorized, issued and outstanding |
34 | 34 | ||||
| Additional paid-in capital |
654,900 | 653,616 | ||||
| Retained earnings |
75,397 | 98,638 | ||||
| Accumulated other comprehensive income |
8,074 | 11,706 | ||||
| Total shareholder’s equity |
738,405 | 763,994 | ||||
| Total liabilities and shareholder’s equity |
$ | 23,348,118 | $ | 23,864,758 | ||
See notes to unaudited consolidated financial statements.
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Skandia U.S. Inc.
Consolidated Statements of Income
(in thousands)
| Three Months Ended March 31, |
||||||||
| 2003 |
2002 |
|||||||
| (unaudited) | ||||||||
| REVENUES |
||||||||
| Annuity and life insurance charges and fees |
$ | 83,219 | $ | 85,649 | ||||
| Mutual fund charges and fees |
4,424 | 6,692 | ||||||
| Fee income |
28,032 | 36,445 | ||||||
| Net investment income |
4,885 | 5,501 | ||||||
| Sale of 12b-1 fees |
3,208 | 6,188 | ||||||
| Net realized capital gains (losses) |
973 | (1,840 | ) | |||||
| Other |
2,288 | 1,864 | ||||||
| Total revenues |
127,029 | 140,499 | ||||||
| EXPENSES |
||||||||
| Benefits: |
||||||||
| Annuity and life insurance benefits |
1,339 | 725 | ||||||
| Change in annuity and life insurance policy reserves |
861 | 373 | ||||||
| Guaranteed minimum death benefit claims, net of hedge |
22,138 | 18,813 | ||||||
| Return credited to contract holders |
3,698 | (11,854 | ) | |||||
| Total benefits |
28,036 | 8,057 | ||||||
| Other: |
||||||||
| Underwriting, acquisition and other insurance expenses |
56,751 | 67,894 | ||||||
| Amortization of deferred acquisition costs |
66,751 | 46,926 | ||||||
| Interest expense |
14,773 | 19,834 | ||||||
| 138,275 | 134,654 | |||||||
| Total benefits and expenses |
166,311 | 142,711 | ||||||
| Loss from operations before income tax benefit |
(39,282 | ) | (2,212 | ) | ||||
| Income tax benefit |
(16,041 | ) | (3,007 | ) | ||||
| Net (loss) income |
$ | (23,241 | ) | $ | 795 | |||
See notes to unaudited consolidated financial statements.
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Skandia U.S. Inc.
Consolidated Statements of Shareholder’s Equity
(in thousands)
| Accumulated Other Comprehensive Income (Loss) |
||||||||||||||||||||||
| Common Stock |
Additional Paid-in Capital |
Retained Earnings |
Foreign Currency Translation |
Unrealized Gains (Losses) |
Total |
|||||||||||||||||
| As of December 31, 2001 |
$ | 34 | $ | 377,247 | $ | 290,289 | $ | 15 | $ | (919 | ) | $ | 666,666 | |||||||||
| Net loss |
(191,651 | ) | (191,651 | ) | ||||||||||||||||||
| Other comprehensive income: |
||||||||||||||||||||||
| Unrealized capital gains |
10,445 | 10,445 | ||||||||||||||||||||
| Reclassification adjustment for realized losses included in net realized capital gains (losses) |
2,795 | 2,795 | ||||||||||||||||||||
| Foreign currency translation |
(630 | ) | (630 | ) | ||||||||||||||||||
| Other comprehensive income |
12,610 | |||||||||||||||||||||
| Comprehensive loss |
(179,041 | ) | ||||||||||||||||||||
| Capital contributions |
276,369 | 276,369 | ||||||||||||||||||||
| As of December 31, 2002 |
$ | 34 | $ | 653,616 | $ | 98,638 | $ | (615 | ) | $ | 12,321 | $ | 763,994 | |||||||||
| Net loss |
(23,241 | ) | (23,241 | ) | ||||||||||||||||||
| Other comprehensive loss: |
||||||||||||||||||||||
| Unrealized capital losses |
(1,228 | ) | (1,228 | ) | ||||||||||||||||||
| Reclassification adjustment for realized gains included in net realized capital gains (losses) |
(2,502 | ) | (2,502 | ) | ||||||||||||||||||
| Foreign currency translation |
98 | 98 | ||||||||||||||||||||
| Other comprehensive loss |
(3,632 | ) | ||||||||||||||||||||
| Comprehensive loss |
(26,873 | ) | ||||||||||||||||||||
| Capital contributions |
1,284 | 1,284 | ||||||||||||||||||||
| As of March 31, 2003 |
$ | 34 | $ | 654,900 | $ | 75,397 | $ | (517 | ) | $ | 8,591 | $ | 738,405 | |||||||||
Unrealized capital (losses) gains is shown net of tax (benefit) expense of ($661) and $5,624 for periods ended March 31, 2003 and December 31, 2002, respectively. Reclassification adjustment for realized (gains) losses included in net realized capital gains (losses) is shown net of tax (benefit) expense of ($1,347) and $1,505 for periods ended March 31, 2003 and December 31, 2002, respectively. Foreign currency translation is shown net of tax expense (benefit) of $53 and ($339) for periods ended March 31, 2003 and December 31, 2002, respectively.
See notes to unaudited consolidated financial statements.
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Skandia U.S. Inc.
Consolidated Statements of Cash Flows
(in thousands)
| Three Months Ended March 31, |
||||||||
| 2003 |
2002 |
|||||||
| (unaudited) | ||||||||
| Cash flow from operating activities: |
||||||||
| Net (loss) income |
$ | (23,241 | ) | $ | 795 | |||
| Adjustments to reconcile net (loss) income to net cash used in operating activities: |
||||||||
| Amortization and depreciation |
6,491 | 6,269 | ||||||
| Deferral of acquisition costs |
(49,952 | ) | (51,025 | ) | ||||
| Amortization of deferred acquisition costs |
66,751 | 46,926 | ||||||
| Deferred tax benefit |
(16,293 | ) | (2,447 | ) | ||||
| Change in unrealized losses (gains) on derivatives |
3,569 | (4,436 | ) | |||||
| Increase in policy reserves |
3,826 | 1,381 | ||||||
| (Increase) decrease in receivable from affiliates |
(347 | ) | 388 | |||||
| Change in net income tax receivable/payable |
261 | (2,280 | ) | |||||
| Decrease (increase) in other assets |
14 | (3,416 | ) | |||||
| (Increase) decrease in accrued investment income |
(490 | ) | 99 | |||||
| Decrease in reinsurance receivable |
415 | 497 | ||||||
| Increase (decrease) in accounts payable and accrued expenses |
1,395 | (32,026 | ) | |||||
| Net realized capital losses on derivatives |
180 | 8,704 | ||||||
| Net realized capital (gains) losses on investments |
(974 | ) | 1,840 | |||||
| Net cash used in operating activities |
(8,395 | ) | (28,731 | ) | ||||
| Cash flow from investing activities: |
||||||||
| Purchase of fixed maturity investments |
(91,955 | ) | (128,982 | ) | ||||
| Proceeds from sale and maturity of fixed |
||||||||
| maturity investments |
68,455 | 134,195 | ||||||
| Purchase of derivatives |
(9,442 | ) | (13,410 | ) | ||||
| Proceeds from exercise or sale of derivative instruments |
10,461 | 1,926 | ||||||
| Purchase of shares in equity securities and dividend reinvestments |
(23,568 | ) | (6,203 | ) | ||||
| Proceeds from sale of shares in equity securities |
9,506 | 5,170 | ||||||
| Proceeds from sale of stock |
64 | — | ||||||
| Purchase of fixed assets |
(188 | ) | (914 | ) | ||||
| Increase in policy loans |
(26 | ) | (330 | ) | ||||
| Net cash used in investing activities |
(36,693 | ) | (8,548 | ) | ||||
| Cash flow from financing activities: |
||||||||
| Capital contribution |
1,284 | 1,340 | ||||||
| Short-term borrowing |
38,400 | (25,123 | ) | |||||
| Long-term borrowing |
(38,400 | ) | 40,000 | |||||
| Principal payments on collateralized notes |
(20,505 | ) | (27,367 | ) | ||||
| Deferred debt offering costs |
— | (11 | ) | |||||
| Principal payments under capital lease obligations |
(418 | ) | (433 | ) | ||||
| Deposits to contract owner accounts |
401,135 | 28,446 | ||||||
| Withdrawals from contract owner accounts |
(45,519 | ) | (74,632 | ) | ||||
| Change in contract owner accounts, net of investment earnings |
(336,618 | ) | 48,113 | |||||
| Net cash used in financing activities |
(641 | ) | (9,667 | ) | ||||
| Net decrease in cash and cash equivalents |
(45,729 | ) | (46,946 | ) | ||||
| Change in foreign currency translation |
151 | (125 | ) | |||||
| Cash and cash equivalents at beginning of period |
167,832 | 89,521 | ||||||
| Cash and cash equivalents at end of period |
$ | 122,254 | $ | 42,450 | ||||
| Income taxes (received) paid |
$ | (9 | ) | $ | 1,709 | |||
| Interest paid |
$ | 14,743 | $ | 20,586 | ||||
See notes to unaudited consolidated financial statements.
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Skandia U.S. Inc.
Notes to Unaudited Consolidated Financial Statements
March 31, 2003
(dollars in thousands)
| 1. | ORGANIZATION AND OPERATION |
Skandia U.S. Inc. (the “Company”) is a wholly-owned subsidiary of Skandia Insurance Company Ltd. (publ) (“SICL”), an insurance company organized under the laws of the Kingdom of Sweden. The Company, primarily through its wholly-owned subsidiary, American Skandia, Inc. (“ASI”) and, in particular, through ASI’s wholly-owned subsidiary, American Skandia Life Assurance Corporation (the “Insurance Company” or “ASLAC”), develops long-term savings and retirement products which are distributed through its broker/dealer, American Skandia Marketing, Incorporated (“ASM”). Currently, ASLAC issues variable life insurance and variable deferred and immediate annuities for individuals and groups in the United States and its territories. On December 19, 2002, SICL entered into a definitive purchase agreement with Prudential Financial, Inc., a New Jersey corporation (“Prudential Financial”), whereby Prudential Financial will acquire the Company and certain of its affiliates (the “Acquisition”). Consummation of the transaction is subject to various closing conditions, including regulatory approvals and approval of certain matters by the board of directors and shareholders of the mutual funds advised by American Skandia Investment Services, Inc. (“ASISI”), a subsidiary of ASI. The transaction is expected to close during the second quarter of 2003 (see Note 9).
The Company also provides investment management and administrative services to registered investment companies (mutual funds), through ASISI. These mutual funds encompass American Skandia Trust (“AST”) and American Skandia Advisor Funds (“ASAF”). AST provides particular mutual fund options in support of ASLAC’s variable annuity and insurance products and is also available as a funding vehicle for other life insurance companies’ variable products. ASAF are retail mutual funds marketed to U.S. residents. Through its wholly-owned subsidiary, American Skandia Advisory Services, Inc. (“ASASI”), the Company also provides investment advice to participants in mutual fund wrap programs that utilize ASAF and other mutual funds.
| 2. | BASIS OF PRESENTATION |
The accompanying unaudited consolidated financial statements have been prepared to reflect the carved-out consolidated U.S. annuity and mutual fund businesses of Skandia U.S. Inc., subject to the definitive purchase agreement with Prudential Financial outlined above, as well as Skandia Vida S.A. de C.V. (“Skandia Vida”), the Mexican operations of SICL. The U.S. annuity and mutual fund business of Skandia U.S. Inc. is primarily comprised of the business and operations of ASI. The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) on a basis consistent with reporting interim financial information in accordance with instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by U.S. 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. Operating results for the three-month period ended March 31, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For further information, refer to the consolidated financial statements and footnotes thereto in the Company’s audited consolidated financial statements for the year ended December 31, 2002.
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Skandia U.S. Inc.
Notes to Unaudited Consolidated Financial Statements (continued)
| 3. | BORROWINGS |
As of March 31, 2003 and December 31, 2002, the Company had $534,600 of short-term and long-term borrowings outstanding with affiliates. Interest expense related to these borrowings was $6,912 for the three months ended March 31, 2003.
| 4. | FOREIGN ENTITY |
ASLAC has a 99.9% ownership in Skandia Vida. Skandia Vida had total shareholders’ equity of $4,625 as of March 31, 2003 and $5,023 as of December 31, 2002 and has generated losses of $1,833 and $694 for the three months ended March 31, 2003 and 2002, respectively. As part of the Acquisition, it is expected that the Company will sell its ownership interest in Skandia Vida to SICL. The Company has filed for and received required regulatory approvals from the State of Connecticut and Mexico related to the sale of Skandia Vida (see Note 9).
| 5. | INCOME TAXES |
The Company recorded an income tax benefit of $16,041 and $3,007 for the three months ended March 31, 2003 and 2002, respectively. The effective income tax rate for the three months ended March 31, 2003 and 2002 varied from the corporate rate of 35% due primarily to the deduction for dividends received.
| 6. | DEFERRED ACQUISITION COSTS |
Details of deferred acquisition costs and related amortization for the three months ended March 31, 2003 and 2002 are as follows:
| 2003 |
2002 |
|||||||
| Balance, beginning of period |
$ | 1,117,544 | $ | 1,383,281 | ||||
| Commissions and expenses deferred |
33,800 | 37,488 | ||||||
| Purchase credits deferred |
16,152 | 13,537 | ||||||
| Amortization of commissions and expenses deferred |
(56,599 | ) | (40,313 | ) | ||||
| Amortization of purchase credits deferred |
(10,152 | ) | (6,613 | ) | ||||
| Balance, end of period |
$ | 1,100,745 | $ | 1,387,380 | ||||
| 7. | COMMITMENTS AND CONTINGENT LIABILITIES |
In recent years, a number of annuity companies have been named as defendants in class action lawsuits relating to the use of variable annuities as funding vehicles for tax- qualified retirement accounts. The Company is currently a defendant in one such lawsuit. A purported class action complaint was filed in the United States District Court for the Southern District of New York on December 12, 2002, by Diane C. Donovan against the Company and certain of its affiliates (the “Donovan Complaint”). The Donovan Complaint seeks unspecified compensatory damages and injunctive relief from the Company and certain of its affiliates. The Donovan Complaint claims that the Company violated federal securities laws in marketing variable annuities. This litigation is in the preliminary stages. The Company believes this action is without merit, and intends to vigorously defend against this action.
The Company is also involved in other lawsuits arising, for the most part, in the ordinary course of its business operations. While the outcome of these other lawsuits cannot be determined at this time, after consideration of the defenses available to the Company, applicable insurance coverage and any related reserves established, these other lawsuits are not expected to result in liability for amounts material to the financial condition of the Company, although it may adversely affect results of operations in future periods.
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Skandia U.S. Inc.
Notes to Unaudited Consolidated Financial Statements (continued)
As discussed previously, on December 19, 2002, SICL entered into a definitive purchase agreement (the “Purchase Agreement”) to sell its ownership interest in the Company to Prudential Financial for approximately $1.265 billion. The closing of this transaction, which is conditioned upon certain customary regulatory and other approvals and conditions, is expected in the second quarter of 2003 (see Note 9).
The purchase price that was agreed to between SICL and Prudential Financial was based on a September 30, 2002 valuation of the Company. As a result, assuming the transaction closes, the economics of the Company’s business from September 30, 2002 forward will inure to the benefit or detriment of Prudential Financial. Included in the Purchase Agreement, SICL has agreed to indemnify Prudential Financial for certain liabilities that may arise relating to periods prior to September 30, 2002. These liabilities generally include market conduct activities, as well as contract and regulatory compliance (referred to as “Covered Liabilities”).
Related to the indemnification provisions contained in the Purchase Agreement, SICL has signed, for the benefit of the Company, an indemnity letter, effective December 19, 2002, to make the Company whole for certain Covered Liabilities that come to fruition during the period beginning December 19, 2002 and ending with the close of the transaction. This indemnification effectively transfers the risk associated with those Covered Liabilities from the Company to SICL concurrent with the signing of the definitive purchase agreement rather than waiting until the transaction closes.
| 8. | SEGMENT REPORTING |
Assets under management and sales for products other than variable annuities have not been significant enough to warrant full segment disclosures as required by Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information”, and the Company does not anticipate that they will be so in the future.
| 9. | SUBSEQUENT EVENT |
On May 1, 2003, the first step of the sale of the Company to Prudential Financial was consummated. This step included Prudential Financial acquiring 90% of the Company’s outstanding common stock. Under an agreement entered into at the date of acquisition, Prudential Financial has the right to acquire the remaining 10% of the Company’s outstanding stock, at cost, beginning July 30, 2003, which right extends to September 13, 2003. Additionally, under the same agreement, the SICL has the right to require Prudential Financial to acquire the remaining 10% of the Company’s common stock at 103% of cost beginning September 8, 2003, which right extends to September 13, 2003.
Prior to consummation of the first step of the sale of the Company, Skandia Vida was sold to SICL for $4,625. This transaction resulted in a gain of $150.
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