Form: 8-K/A

Current report

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

 

2


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.

 

3


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.

 

4


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.

 

5


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.

 

6


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.

 

7


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.

 

8


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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9