UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2004
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition period from ____ to ______
Commission File Number 001-16855
SCOTTISH RE GROUP LIMITED
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands 98-0362785
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
P.O. Box HM 2939
Crown House, Third Floor
4 Par-la-Ville Road
Hamilton HM08
Bermuda
Not Applicable
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (441) 295-4451
SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No
As of May 3, 2004, Registrant had 35,753,694 ordinary shares outstanding.
Table of Contents
PART I. FINANCIAL INFORMATION................................................2
Item 1. Financial Statements.................................................2
Consolidated Balance Sheets - March 31, 2004 (Unaudited)
and December 31, 2003................................................2
Unaudited Consolidated Statements of Income - Three months ended
March 31, 2004 and 2003..............................................3
Unaudited Consolidated Statements of Comprehensive Income - Three
months ended March 31, 2004 and 2003.................................4
Unaudited Consolidated Statements of Shareholders' Equity - Three
months ended March 31, 2004 and 2003.................................5
Unaudited Consolidated Statements of Cash Flows - Three months
ended March 31, 2004 and 2003........................................6
Notes to Unaudited Consolidated Financial Statements.................7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...........................................18
Item 3. Quantitative and Qualitative Disclosures About Market Risk..........42
Item 4. Controls and Procedures.............................................42
PART II. OTHER INFORMATION...................................................43
Item 1. Legal Proceedings...................................................43
Item 2. Changes in Securities and Use of Proceeds...........................43
Item 3. Defaults Upon Senior Securities.....................................43
Item 4. Submission of Matters to a Vote of Securities Holders...............44
Item 5. Other Information...................................................45
Item 6. Exhibits and Reports on Form 8-K....................................45
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Scottish Re Group Limited
Consolidated Balance Sheets - March 31, 2004 (Unaudited)
and December 31, 2003
(Dollars in thousands)
March 31,
2004 December 31,
(unaudited) 2003
--------------- ---------------
ASSETS
Fixed maturity investments, available for sale, at fair value
(Amortized cost $2,280,078; 2003 - $1,993,247)..................... $ 2,336,664 $ 2,014,719
Preferred stock, available for sale, at fair value (Cost $134,094;
2003 -$125,460).................................................... 137,836 126,449
Cash and cash equivalents.......................................... 215,693 298,149
Other investments.................................................. 17,526 17,678
Funds withheld at interest......................................... 1,473,502 1,469,425
--------------- ---------------
Total investments............................................. 4,181,221 3,926,420
Accrued interest receivable........................................ 25,598 22,789
Reinsurance balances and risk fees receivable...................... 209,443 196,192
Deferred acquisition costs......................................... 328,149 308,591
Amount recoverable from reinsurers................................. 769,893 737,429
Present value of in-force business................................. 12,794 13,479
Goodwill........................................................... 35,847 35,847
Fixed assets....................................................... 12,570 11,800
Other assets....................................................... 48,685 45,209
Deferred tax benefit............................................... 6,605 12,624
Segregated assets.................................................. 794,627 743,137
--------------- ---------------
Total assets.................................................. $ 6,425,432 $ 6,053,517
=============== ===============
LIABILITIES
Reserves for future policy benefits................................ $ 1,528,589 $ 1,502,415
Interest sensitive contract liabilities............................ 2,864,570 2,633,346
Accounts payable and accrued expenses.............................. 28,383 31,673
Reinsurance balances payable....................................... 145,873 125,756
Other liabilities.................................................. 39,175 30,546
Current income tax payable......................................... 6,896 13,077
Long term debt..................................................... 162,500 162,500
Segregated liabilities............................................. 794,627 743,137
--------------- ---------------
Total liabilities............................................. 5,570,613 5,242,450
--------------- ---------------
MINORITY INTEREST 9,546 9,295
MEZZANINE EQUITY 142,008 141,928
SHAREHOLDERS' EQUITY
Share capital, par value $0.01 per ordinary share:
Issued and fully paid: 35,540,728 ordinary shares (2003 -
35,228,411)...................................................... 355 352
Additional paid-in capital......................................... 552,318 548,750
Accumulated other comprehensive income............................. 60,556 29,034
Retained earnings.................................................. 90,036 81,708
--------------- ---------------
Total shareholders' equity..................................... 703,265 659,844
--------------- ---------------
Total liabilities and shareholders' equity..................... $ 6,425,432 $ 6,053,517
=============== ===============
See Accompanying Notes to Unaudited Consolidated Financial Statements
2
Scottish Re Group Limited
Unaudited Consolidated Statements of Income -
Three months ended March 31, 2004 and 2003
(Dollars in thousands, except per share data)
Three months Three months
ended ended
March 31, 2004 March 31, 2003
-------------- --------------
REVENUES
Premiums earned.................................. $ 133,347 $ 64,819
Investment income, net........................... 50,103 32,324
Fee income....................................... 2,953 1,991
Realized gains (losses) ......................... 1,421 (2,321)
Change in value of embedded derivatives.......... (8,645) -
-------------- --------------
Total revenues.............................. 179,179 96,813
-------------- --------------
BENEFITS AND EXPENSES
Claims and other policy benefits................. 95,167 42,914
Interest credited to interest sensitive 24,193 15,893
contract liabilities.............................
Acquisition costs and other insurance expenses,
net.............................................. 32,869 20,655
Operating expenses............................... 12,854 7,865
Interest expense................................. 2,777 1,813
-------------- --------------
Total benefits and expenses................. 167,860 89,140
-------------- --------------
Income before income taxes and minority interest. 11,319 7,673
Income tax expense............................... (874) (250)
-------------- --------------
Income before minority interest.................. 10,445 7,423
Minority interest................................ (349) -
-------------- --------------
Income from continuing operations................ 10,096 7,423
Loss from discontinued operations................ - (180)
-------------- --------------
Net income $ 10,096 $ 7,243
============== ==============
Earnings per ordinary share from continuing
operations -Basic................................ $ 0.29 $ 0.28
============== ==============
Earnings per ordinary share from continuing
operations - Diluted............................. $ 0.27 $ 0.26
============== ==============
Earnings per ordinary share - Basic.............. $ 0.29 $ 0.27
============== ==============
Earnings per ordinary share -Diluted............. $ 0.27 $ 0.26
============== ==============
Dividends per ordinary share..................... $ 0.05 $ 0.05
============== ==============
Weighted average number of ordinary shares
outstanding......................................
Basic............................................ 35,327,658 26,940,294
============== ==============
Diluted.......................................... 37,230,112 28,096,106
============== ==============
See Accompanying Notes to Unaudited Consolidated Financial Statements
3
Scottish Re Group Limited
Unaudited Consolidated Statements of Comprehensive Income -
Three months ended March 31, 2004 and 2003
(Dollars in thousands)
Three months Three months
ended March 31, ended March 31,
2004 2003
---------------- ---------------
Net income................................. $ 10,096 $ 7,243
----------- -----------
Other comprehensive income, net of tax.....
Unrealized appreciation
on investments:....................... 27,455 5,067
Add: reclassification adjustment for
investment gains (losses) included in
net income............................ 894 (1,406)
----------- -----------
Unrealized appreciation on investments net
of income tax expense of $8,218
and $2,298................................. 28,349 3,661
Cumulative translation adjustment.......... 3,173 (727)
Minimum pension liability adjustment....... - 23
----------- -----------
Other comprehensive income................. 31,522 2,957
----------- -----------
Comprehensive income....................... $ 41,618 $ 10,200
=========== ===========
See Accompanying Notes to Unaudited Consolidated Financial Statements
4
Scottish Re Group Limited
UnauditedConsolidated Statements of Shareholders' Equity -
Three months ended March 31, 2004 and 2003
(Dollars in thousands)
Three months Three months
ended ended
March 31, 2004 March 31, 2003
--------------- ---------------
ORDINARY SHARES:
Beginning of period.................................. 35,228,411 26,927,456
Issuance to employees on exercise of options......... 312,317 16,834
------------- -------------
End of period........................................ 35,540,728 26,944,290
============= =============
SHARE CAPITAL:
Beginning of period.................................. $ 352 $ 269
Issuance to employees on exercise of options......... 3 -
------------- -------------
End of period........................................ 355 269
------------- -------------
ADDITIONAL PAID-IN CAPITAL:
Beginning of period.................................. 548,750 416,712
Issuance to employees on exercise of options......... 3,638 147
Other................................................ (70) -
------------- -------------
End of period........................................ 552,318 416,859
------------- -------------
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Unrealized appreciation on investments....................
Beginning of period.................................. 16,848 8,930
Change in period (net of tax)........................ 28,349 3,661
------------- -------------
End of period........................................ 45,197 12,591
------------- -------------
Cumulative translation adjustment.........................
Beginning of period.................................. 12,186 5,908
Change in period..................................... 3,173 (727)
------------- -------------
End of period........................................ 15,359 5,181
------------- -------------
Minimum pension liability adjustment
Beginning of period.................................. - (1,371)
Change in period..................................... - 23
------------- -------------
End of period........................................ - (1,348)
------------- -------------
ACCUMULATED OTHER COMPREHENSIVE INCOME ................... 60,556 16,424
------------- -------------
RETAINED EARNINGS:
Beginning of period.................................. 81,708 60,644
Net income........................................... 10,096 7,243
Dividends paid....................................... (1,768) (1,349)
------------- -------------
End of period........................................ 90,036 66,538
------------- -------------
TOTAL SHAREHOLDERS' EQUITY................................ $ 703,265 $ 500,090
============= =============
See Accompanying Notes to Unaudited Consolidated Financial Statements
5
Scottish Re Group Limited
Unaudited Consolidated Statements of Cash Flows -
Three months ended March 31, 2004 and 2003
(Dollars in thousands)
Three months Three months
ended ended
March 31, 2004 March 31, 2003
--------------- --------------
OPERATING ACTIVITIES
Net income................................................ $ 10,096 $ 7,243
Items not affecting cash:.................................
Net realized (gains) losses.......................... (1,421) 2,330
Change in value of embedded derivatives.............. 8,645 -
Amortization of investments.......................... 2,376 508
Amortization of deferred acquisition costs........... 18,227 9,133
Amortization of present value of in-force business... 1,254 1,022
Changes in assets and liabilities:...................
Accrued interest................................. (2,718) (1,256)
Reinsurance balances and risk fees receivable.... 7,282 2,610
Deferred acquisition costs....................... (38,572) (26,604)
Deferred tax liability........................... (3,075) 860
Other assets..................................... (3,354) 1,964
Current income tax receivable and payable........ (17,956) 372
Reserves for future policy benefits.............. (2,587) 17,939
Interest sensitive contract liabilities,
net of funds withheld at interest................ 7,203 3,979
Unit linked contract liabilities................. - (1,579)
Accounts payable and accrued expenses............ 2,041 (2,370)
Other............................................ 2,665 (3,686)
------------- -------------
Net cash provided by (used in) operating activities....... (9,894) 12,465
------------- -------------
INVESTING ACTIVITIES
Purchase of fixed maturity investments.................... (572,298) (276,740)
Proceeds from sales of fixed maturity investments......... 231,782 28,685
Proceeds from maturity of investments..................... 54,630 56,513
Purchase of preferred stock............................... (12,494) (13,758)
Proceeds from sales of preferred stock.................... 2,400 -
Proceeds from maturity of preferred stock................. 1,447 -
------------- -------------
Net cash used in investing activities..................... (294,533) (205,300)
------------- -------------
FINANCING ACTIVITIES
Deposits to interest sensitive contract liabilities....... 233,650 156,311
Withdrawals from interest sensitive contract liabilities.. (13,552) (6,378)
Issuance of ordinary shares............................... 3,641 147
Dividends paid............................................ (1,768) (1,349)
------------- -------------
Net cash provided by financing activities................. 221,971 148,731
------------- -------------
Net change in cash and cash equivalents................... (82,456) (44,104)
Cash and cash equivalents, beginning of period............ 298,149 149,666
------------- -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 215,693 $ 105,562
============= =============
See Accompanying Notes to Unaudited Consolidated Financial Statements
6
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements
March 31, 2004
1. Basis of presentation
Accounting Principles - The accompanying unaudited consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles in the United States of America ("GAAP") and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by GAAP for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. The results for the period are not necessarily indicative of the
results to be expected for the entire year.
For further information, refer to the consolidated financial statements and
footnotes included in our Annual Report on Form 10-K for the period ended
December 31, 2003.
All tabular amounts are reported in thousands of United States dollars
(except per share amounts).
Certain prior period amounts have been reclassified to conform to the
current year presentation.
2. New Accounting Pronouncements
In July 2003, the Accounting Standards Executive Committee issued Statement
of Position 03-01 ("SOP"), "Accounting and Reporting by Insurance Enterprises
for Certain Nontraditional Long-Duration Insurance Contracts and for Separate
Accounts". This SOP provides guidance on accounting and reporting by insurance
enterprises for certain nontraditional long-duration contracts and for separate
accounts and is effective for financial statements for fiscal years beginning
after December 15, 2003. In implementing the SOP we have made various
determinations, such as qualification for separate account treatment,
classification of securities in separate account arrangements, significance of
mortality and morbidity risk, adjustments to contract holder liabilities, and
adjustments to estimated gross profits as defined in Statement of Financial
Accounting Standards ("SFAS") No. 97, "Accounting and Reporting by Insurance
Enterprises for Certain Long-Duration Contracts and for Realized Gains and
Losses from the Sale of Investments". Implementation of this SOP has not had a
material effect on our financial statements.
Effective December 31, 2003, we adopted Emerging Issues Task Force 03-1
("EITF 03-1") "The Meaning of Other-Than-Temporary Impairments and Its
Application to Certain Investments". This EITF provides guidance on disclosures
for other than temporary impairments of debt and marketable equity investments
that have been accounted for under SFAS No. 115 "Accounting for Certain
Investments in Debt and Equity Securities". Implementation did not have a
material effect on our financial statements.
3. Business acquisition
On December 22, 2003, we completed the acquisition of 95% of the
outstanding capital stock of ERC Life Reinsurance Corporation for $151.0 million
in cash, subject to certain post closing adjustments. On February 19, 2004, ERC
Life Reinsurance Corporation's name was changed to Scottish Re Life Corporation.
The post-closing adjustments are dependent on the completion of the audit of the
2003 financial statements of Scottish Re Life Corporation prepared in accordance
with U.S. statutory accounting principles. We have estimated the post closing
adjustment as an increase in the purchase price
8
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements (continued)
March 31, 2004
of approximately $15.1 million on the basis of information currently available.
From this evaluation of the initial purchase price allocation, we have
determined that no goodwill arises on the acquisition.
4. Discontinued operations
During 2003, we decided to discontinue our Wealth Management operations in
Luxembourg. We have transferred our Luxembourg Wealth Management business to
third parties, closed the office and are in the process of liquidating the
company. We have reported the results of the Luxembourg Wealth Management
activities as discontinued operations. During the quarter ended March 31, 2003
losses from these operations amounted to $180,000.
5. Business segments
We report segments in accordance with SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information". Our main lines of business
are Life Reinsurance North America and Life Reinsurance International, which we
identify as separate segments. In prior years, we reported our Wealth Management
business as a separate segment. As this business is no longer a major
contributor to our results, we have combined the reporting of this segment with
our Other Segment. The segment reporting for the lines of business is as
follows:
Three months ended March 31, 2004
--------------------------------------------------------------
Life Life
Reinsurance Reinsurance
North America International Other Total
------------- ------------- ---------- -----------
Premiums earned................ $ 105,601 $ 27,746 $ - $ 133,347
Investment income, net......... 47,407 2,149 547 50,103
Fee income..................... 2,103 - 850 2,953
Realized gains (losses)........ 1,693 (151) (121) 1,421
Change in value of embedded
derivatives................. (8,645) - - (8,645)
----------- ----------- ----------- -----------
Total revenues................. 148,159 29,744 1,276 179,179
----------- ----------- ----------- -----------
Claims and other policy
benefits.................... 75,592 19,575 - 95,167
Interest credited to interest
sensitive contract
liabilities................. 24,193 - - 24,193
Acquisition costs and other
insurance expenses, net..... 29,536 2,649 684 32,869
Operating expenses............. 4,964 4,408 3,482 12,854
Interest expense............... 686 - 2,091 2,777
----------- ----------- ----------- -----------
Total benefits and expenses.... 134,971 26,632 6,257 167,860
----------- ----------- ----------- -----------
Income (loss) before income
taxes and minority interest. $ 13,188 $ 3,112 $ (4,981) $ 11,319
=========== =========== =========== ===========
8
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements (continued)
March 31, 2004
Three months ended March 31, 2003
--------------------------------------------------------------
Life Life
Reinsurance Reinsurance
North America International Other Total
------------- ------------- ---------- -----------
Premiums earned................ $ 39,461 $ 25,358 $ -- $ 64,819
Investment income, net......... 29,600 1,746 978 32,324
Fee income..................... 1,058 -- 933 1,991
Realized losses................ (1,758) (609) 46 (2,321)
----------- ----------- ----------- -----------
Total revenues................. 68,361 26,495 1,957 96,813
----------- ----------- ----------- -----------
Claims and other policy
benefits.................... 29,405 13,509 -- 42,914
Interest credited to interest
sensitive contract
liabilities................. 15,893 -- -- 15,893
Acquisition costs and other
insurance expenses, net..... 14,452 5,531 672 20,655
Operating expenses............. 2,043 2,548 3,274 7,865
Interest expense............... 237 -- 1,576 1,813
----------- ----------- ----------- -----------
Total benefits and expenses.... 62,030 21,588 5,522 89,140
----------- ----------- ----------- -----------
Income (loss) before income
taxes and minority interest. $ 6,331 $ 4,907 $ (3,565) $ 7,673
=========== =========== =========== ===========
March 31, December 31,
Assets 2004 2003
Life Reinsurance -------------- ------------
North America................... $ 5,194,211 $ 4,882,222
International................... 337,639 308,459
-------------- ------------
Total Life Reinsurance.............. 5,531,850 5,190,681
Other............................... 893,582 862,836
-------------- ------------
Total............................... $ 6,425,432 $ 6,053,517
============== ============
9
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements (continued)
March 31, 2004
6. Earnings per ordinary share
The following table sets forth the computation of basic and diluted
earnings per ordinary share:
Three months ended Three months ended
March 31, 2004 March 31, 2003
-------------- --------------
Numerator:
Net income...................................... $10,096 $7,243
Denominator:
Denominator for basic earnings per ordinary
share - Weighted average number of ordinary
shares....................................... 35,327,658 26,940,294
Effect of dilutive securities
- Stock options.............................. 900,387 730,552
- Warrants................................... 905,255 425,260
- Hybrid Capital Units....................... 96,812 -
---------- ----------
Denominator for dilutive earnings per ordinary
share........................................ 37,230,112 28,096,106
========== ==========
Earnings per ordinary share from continuing
operations -Basic............................ $0.29 $0.28
========== ==========
Earnings per ordinary share from continuing
operations - Diluted......................... $0.27 $0.26
========== ==========
Basic earnings per ordinary share............... $0.29 $0.27
========== ==========
Diluted earnings per ordinary share.................. $0.27 $0.26
========== ==========
7. Deferred acquisition costs
The change in deferred acquisition costs is as follows:
Three Three
months ended months ended
March 31, 2004 March 31, 2003
-------------- --------------
Balance beginning of period.................... $ 308,591 $ 213,516
Expenses deferred.............................. 38,572 26,604
Amortization expense........................... (18,227) (9,133)
Deferred acquisition costs on realized losses.. (787) 427
--------- ---------
Balance end of period...................... $ 328,149 $ 231,414
========= =========
10
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements (continued)
March 31, 2004
8. Long-term debt
Long-term debt consists of:
March 31, December 31,
2004 2003
------------ ------------
4.5% senior convertible notes due 2022..... $ 115,000 $ 115,000
Capital securities due 2032................ 17,500 17,500
Preferred trust securities due 2033........ 20,000 20,000
Trust preferred securities due 2033........ 10,000 10,000
------------ ------------
Total $ 162,500 $ 162,500
============ ============
4.5% Senior convertible notes
On November 22, 2002 and November 27, 2002, we issued an aggregate of
$115.0 million (which included an over allotment option of $15.0 million) of
4.5% senior convertible notes, which are due December 1, 2022, to qualified
institutional buyers. The notes are general unsecured obligations, ranking on a
parity in right of payment with all our existing and future unsecured senior
indebtedness, and senior in right of payment with all our future subordinated
indebtedness. Interest on the notes is payable on June 1 and December 1 of each
year, beginning on June 1, 2003. The notes are rated Baa2 by Moody's Investors
Service ("Moody's") and BBB- by Standard & Poor's Ratings Group ("Standard &
Poor's").
The notes are convertible into our ordinary shares at an initial conversion
rate of 46.0617 ordinary shares per $1,000 principal amount of notes (equivalent
to an initial conversion price of $21.71 per ordinary share), subject to our
right to deliver, in lieu of our ordinary shares, cash or a combination of cash
and our ordinary shares. The notes are redeemable at our option in whole or in
part beginning on December 6, 2006, at a redemption price equal to 100% of the
principal amount of the notes plus accrued and unpaid interest. The notes are
subject to repurchase by us upon a change of control of Scottish Re or at a
holder's option on December 6, 2006, December 1, 2010, December 1, 2012 and
December 1, 2017, at a repurchase price equal to 100% of the principal amount of
the notes plus accrued and unpaid interest. The notes are due on December 1,
2022 unless earlier converted, redeemed by us at our option or repurchased by us
at a holder's option.
A holder may surrender notes for conversion prior to the stated maturity
only under the following circumstances:
o during any conversion period if the sale price of our ordinary shares
for at least 20 trading days in the period of 30 consecutive trading
days ending on the first day of the conversion period exceeds 120% of
the conversion price in effect on that 30th trading day;
o during any period in which the notes are rated by either Moody's or
Standard & Poor's and the credit rating assigned to the notes by
either rating agency is downgraded by two levels or more, suspended or
withdrawn;
o if we have called those notes for redemption; or
o upon the occurrence of certain specified corporate transactions.
11
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements (continued)
March 31, 2004
Under a registration rights agreement, we agreed to file with the
Securities and Exchange Commission a shelf registration statement for resale of
the notes and our ordinary shares issuable upon conversion of the notes. This
registration statement was filed and later declared effective by the Securities
and Exchange Commission on April 4, 2003.
Capital securities
On December 4, 2002, Scottish Holdings Statutory Trust I, a Connecticut
statutory business trust ("Capital Trust") issued and sold in a private offering
an aggregate of $17.5 million Floating Rate Capital Securities (the "capital
securities"). All of the common shares of the Capital Trust are owned by
Scottish Holdings, Inc., our wholly owned subsidiary.
The capital securities mature on December 4, 2032. They are redeemable in
whole or in part at any time after December 4, 2007. Interest is payable
quarterly at a rate equivalent to 3 month LIBOR plus 4%. At March 31, 2004 and
December 31, 2003, the interest rates were 5.18% and 5.15%, respectively. Prior
to December 4, 2007, interest cannot exceed 12.5%. The Capital Trust may defer
payment of the interest for up to 20 consecutive quarterly periods, but no later
than December 4, 2032. Any deferred payments would accrue interest quarterly on
a compounded basis if Scottish Holdings, Inc. defers interest on the Debentures
due December 4, 2032 (as defined below).
The sole assets of the Capital Trust consist of $18.0 million principal
amount of Floating Rate Debentures (the "Debentures") issued by Scottish
Holdings, Inc. The Debentures mature on December 4, 2032 and interest is payable
quarterly at a rate equivalent to 3 month LIBOR plus 4%. At March 31, 2004 and
December 31, 2003, the interest rates were 5.18% and 5.15%, respectively. Prior
to December 4, 2007, interest cannot exceed 12.5%. Scottish Holdings, Inc. may
defer payment of the interest for up to 20 consecutive quarterly periods, but no
later than December 4, 2032. Any deferred payments would accrue interest
quarterly on a compounded basis. Scottish Holdings, Inc. may redeem the
Debentures at any time after December 4, 2007 in the event of certain changes in
tax or investment company law.
Scottish Annuity & Life Insurance Company (Cayman) Ltd. has guaranteed
Scottish Holdings, Inc.'s obligations under the Debentures and distributions and
other payments due on the capital securities.
Preferred trust securities
On October 29, 2003, Scottish Holdings, Inc. Statutory Trust II, a
Connecticut statutory business trust ("Capital Trust II") issued and sold in a
private offering of $20.0 million Preferred Trust Securities ("the preferred
trust securities"). All of the common shares of Capital Trust II are owned by
Scottish Holdings, Inc.
The preferred trust securities mature on October 29, 2033. They are
redeemable in whole or in part at any time after October 29, 2003. Interest is
payable quarterly at a rate equivalent to 3 month LIBOR plus 3.95%. At March 31,
2004 and December 31, 2003, the interest rates were 5.07% and 5.10%,
respectively. Prior to October 29, 2008, interest cannot exceed 12.45%. Capital
Trust II may defer payment of the interest for up to 20 consecutive quarterly
periods, but no later than October 29, 2033. Any deferred payments would accrue
interest quarterly on a compounded basis if Scottish Holdings, Inc. defers
interest on the Floating Rate Debentures due October 29, 2033 (as described
below).
The sole assets of Capital Trust II consist of $20.6 million principal
amount of Floating Rate Debentures issued by Scottish Holdings, Inc. The
Floating Rate Debentures mature on October 29, 2033 and interest is payable
quarterly at 3 month LIBOR plus 3.95%. At March 31, 2004 and December 31,
12
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements (continued)
March 31, 2004
2003, the interest rates were 5.07% and 5.10%, respectively. Prior to October
29, 2008, interest cannot exceed 12.45%. Scottish Holdings, Inc. may defer
payment of the interest for up to 20 consecutive quarterly periods, but no later
than October 29, 2033. Any deferred payments would accrue interest quarterly on
a compounded basis. Scottish Holdings, Inc. may redeem the Floating Rate
Debentures at any time after October 29, 2008 and in the event of certain
changes in tax or investment company law.
Scottish Annuity & Life Insurance Company (Cayman) Ltd. has guaranteed
Scottish Holdings, Inc.'s obligations under the Floating Rate Debentures and
distributions and other payments due on the preferred trust securities.
Trust Preferred Securities
On November 14, 2003, GPIC Holdings Inc. Statutory Trust, a Delaware
statutory business trust ("GPIC Trust") issued and sold in a private offering of
$10.0 million Trust Preferred Securities ("the trust preferred securities"). All
of the common shares of GPIC Trust are owned by Scottish Holdings, Inc.
The trust preferred securities mature on September 30, 2033. They are
redeemable in whole or in part at any time after September 30, 2008. Interest is
payable quarterly at a rate equivalent to 3 month LIBOR plus 3.90%. At March 31,
2004 and December 31, 2003, the interest rates were 5.06% and 5.05%,
respectively. GPIC Trust may defer payment of the interest for up to 20
consecutive quarterly periods, but no later than September 30, 2033. Any
deferred payments would accrue interest quarterly on a compounded basis if
Scottish Holdings, Inc. defers interest on the Junior Subordinated Notes due
September 30, 2033 (as described below).
The sole assets of GPIC Trust consist of $10.3 million principal amount of
Junior Subordinated Notes issued by Scottish Holdings, Inc. The Junior
Subordinated Notes mature on September 30, 2033 and interest is payable
quarterly at 3 month LIBOR plus 3.90%. At March 31, 2004 and December 31, 2003,
the interest rates were 5.06% and 5.05%, respectively. Scottish Holdings, Inc.
may defer payment of the interest for up to 20 consecutive quarterly periods,
but no later than September 30, 2033. Any deferred payments would accrue
interest quarterly on a compounded basis. Scottish Holdings, Inc. may redeem the
Junior Subordinated Notes at any time after September 30, 2008 and in the event
of certain changes in tax or investment company law.
Scottish Annuity & Life Insurance Company (Cayman) Ltd. has guaranteed
Scottish Holdings, Inc.'s obligations under the Junior Subordinated Notes and
distributions and other payments due on the trust preferred securities.
9. Mezzanine Equity
On December 17 and December 22, 2003, we issued in a public offering
5,750,000 Hybrid Capital Units ("HyCUs"). The aggregate net proceeds were $141.9
million. Each HyCU consists of:
o A purchase contract under which the holder agrees to purchase an
agreed upon number of ordinary shares on February 15, 2007 at a
purchase price of $25.00; and
o A convertible preferred share with a liquidation preference of $25.00,
convertible into ordinary shares, which we will settle in cash and
ordinary shares on May 21, 2007.
13
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements (continued)
March 31, 2004
The agreed upon number of shares that a purchase contract will be settled for is
called the "settlement rate". The settlement rate on each purchase contract is
as follows:
o If the average closing price per ordinary share on each of the 20
consecutive trading days ending on the fourth trading day preceding
February 15, 2007 (the "Applicable Market Value"), is less than or
equal to $19.32, then each purchase contract will be settled for 1.294
ordinary shares.
o If the Applicable Market Value is greater than $19.32, then each
purchase contract will be settled for a number of ordinary shares by
dividing $25.00 by the Applicable Market Value.
The convertible shares will be initially convertible into 1.0607 ordinary
shares per $25.00 liquidation preference (referred to as the "conversion rate"),
subject to anti-dilution adjustments. This reflects an initial conversion price
of $23.57. Upon conversion we will deliver cash equal to the $25.00 liquidation
preference and ordinary shares for the value of the excess, if any, of the
conversion obligation minus the liquidation preference. The conversion
obligation is the conversion rate at the time of conversion multiplied by the
average trading price of our ordinary shares for a specified period following
the redemption date.
Amounts will accumulate under the HyCUs at a rate of 5.875% per year,
payable quarterly beginning February 14, 2004. These amounts will consist of:
o Quarterly contract adjustment payments at a rate of 4.875% per year;
and
o Dividends at a rate of 1.00% per year on the convertible preferred
shares, payable quarterly when declared by our board of directors.
We may defer contract adjustment payments until no later than the purchase
contract settlement date.
Each convertible preferred share is pledged to us to secure the holder's
obligation under the purchase contract. A holder of the HyCU can obtain the
release of the pledged convertible share by substituting zero-coupon treasury
securities as security for the obligation under the purchase contract. The
resulting unit is then known as a Treasury Unit. Holders of Treasury Units can
recreate HyCUs by re-substituting the convertible preferred shares and
withdrawing the treasury securities.
The convertible preferred shares will be mandatorily redeemed on May 21,
2007.
We have accounted for the HyCUs in accordance with SFAS No. 150 "
Accounting for Certain Instruments with Characteristics of Debt and Equity".
10. Shareholders' equity
During the three months ended March 31, 2004 and 2003, respectively, we
issued 312,317 and 16,834 ordinary shares to employees upon the exercise of
stock options.
14
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements (continued)
March 31, 2004
11. Stock option plans
At March 31, 2004, we had four stock option plans (the "1998 Plan", the
"1999 Plan", the "Harbourton Plan" and the "2001 Plan", collectively the
"Plans"), which allow us to grant non-statutory options, subject to certain
restrictions, to certain eligible employees, non-employee directors, advisors
and consultants. The minimum exercise price of the options will be equal to the
fair market value, as defined in the Plans, of our ordinary shares at the date
of grant. The term of the options is between seven and ten years from the date
of grant. Unless otherwise provided in each option agreement, all granted
options issued prior to December 31, 2001 become exercisable in three equal
annual installments. Commencing January 1, 2002, all granted options became
exercisable in five equal installments commencing on the first anniversary of
the grant date, except for annual grants of 2,000 to each director, which are
fully exercisable on the date of grant. Total options authorized under the Plans
are 3,750,000.
At our Annual General Meeting held on May 5, 2004, our shareholders
approved a new equity incentive compensation plan (the "2004 ECP"). This plan
allows us to grant non-statutory options and restricted stock, subject to
certain restrictions, to certain eligible employees, non-employee directors,
advisors and consultants. For the first year of the 2004 ECP or the first
250,000 options issued, the minimum exercise price of the options will be equal
to 110% of fair market value. At the discretion of our Compensation Committee,
option grants after the the first year of the 2004 Plan or in excess of 250,000
options may have a minimum exercise price equal to the fair market value 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. Options will become exercisable in five
equal installments commencing on the first anniversary of the grant date. Total
options authorized under the plan is 750,000. In addition, 1,000,000 restricted
shares have been authorized under the plan of which at least 750,000 will vest
based on achievement of certain performance goals. The remaining 250,000
restricted shares may be issued without performance goals.
Pro forma information regarding net income and earnings per share for all
outstanding stock options is required by SFAS No. 148 "Accounting for
Stock-Based Compensation - Transition and Disclosure - an amendment of FASB
Statement No. 123" and has been determined as if we accounted for all employee
stock options under the fair value method of that Statement.
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period using the
Black-Scholes model. The Black-Scholes and Binomial option-pricing models were
developed for use in estimating the fair value of traded options that have no
vesting restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective assumptions including the expected
price volatility. Because our employee stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of our employee stock options.
15
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements (continued)
March 31, 2004
Our pro forma information is as follows:
Three months ended Three months ended
March 31, 2004 March 31, 2003
-------------- --------------
Net income-- as reported.................................. $ 10,096 $ 7,243
Stock-based employee compensation cost, net of related
tax effects, included in the determination of net
income as reported.................................... 64 -
Stock-based employee compensation cost, net of related
tax effects, that would have been included in the
determination of net income if the fair value based
method had been applied to all awards................. (380) (674)
---------- -----------
Net income-- pro forma.................................... $ 9,780 $ 6,569
========== ===========
Three months ended Three months ended
March 31, 2004 March 31, 2003
-------------- --------------
Basic earnings per ordinary share-- as reported........... $0.29 $ 0.27
Basic earnings per ordinary share-- pro forma............. $0.28 $ 0.24
Diluted earnings per ordinary share-- as reported......... $0.27 $ 0.26
Diluted earnings per ordinary share-- pro forma........... $0.26 $ 0.23
12. Credit facilities
During 2003, we renewed our credit facilities, which currently consist of:
a) a credit facility totaling $50.0 million, of which $25.0 million is
available on an unsecured basis and $25.0 million is available on a
secured basis. The facility provides capacity for borrowings and
letters of credit. The interest rates on amounts borrowed under the
secured facility is LIBOR plus 50 basis points and under the unsecured
facility is LIBOR plus 75 basis points. This facility expires in
October 2004 but it is renewable upon the agreement of both parties.
b) a secured credit facility totaling $50.0 million. This facility
provides a combination of borrowings and letters of credit. Interest
rates on amounts borrowed under this facility is LIBOR plus 45 basis
points. This facility expires in September 2004 but is renewable upon
the agreement of both parties.
One of the facilities requires that Scottish Annuity & Life Insurance
Company (Cayman) Ltd. maintains shareholder's equity of at least $340.0 million.
At March 31, 2004, Scottish Annuity & Life Insurance Company (Cayman) Ltd.'s
shareholder's equity was $809.3 million. The other facility requires that we
maintain consolidated net worth of $520.0 million, a maximum debt to total
capitalization ratio of 30% and uncollateralised assets of 1.2 times any
unsecured borrowings. At March 31, 2004, our net worth was $703.3 million and
the ratio of debt to total capitalization was 16.1%. Our failure to comply with
the requirements of the credit facilities would, subject to grace periods,
result in an event of default, and we could be required to repay any outstanding
borrowings. At March 31, 2004, there were no
16
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements (continued)
March 31, 2004
borrowings under the facilities. Outstanding letters of credit under these
facilities amounted to $33.5 million as at March 31, 2004 and $31.2 million at
December 31, 2003.
We also have a reverse repurchase agreement with a major broker/dealer.
Under this agreement, we have the ability to sell agency mortgage backed
securities with the agreement to repurchase them at a fixed price, providing the
dealer with a spread that equates to an effective borrowing cost linked to
one-month LIBOR. This agreement is renewable monthly at the discretion of the
broker/dealer. At March 31, 2004 and December 31, 2003, there were no borrowings
under this agreement.
17
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
We are a holding company organized under the laws of the Cayman Islands
with our principal executive office in Bermuda. We are a reinsurer of life
insurance, annuities and annuity-type products. These products are written by
life insurance companies and other financial institutions located principally in
the United States, as well as around the world. We refer to this portion of our
business as Life Reinsurance North America. Scottish Re Holdings Limited and its
subsidiary Scottish Re Limited specialize in niche markets in developed
countries and broader life insurance markets in the developing world. We refer
to this portion of our business as Life Reinsurance International. To a lesser
extent, we directly issue variable life insurance and variable annuities and
similar products to high net worth individuals and families for insurance,
investment and estate planning purposes. In prior years, we referred to this
portion of our business as Wealth Management, which was another reportable
operating segment. As this business is no longer a major contributor to our
results, we have now combined reporting of this segment with our Other Segment.
Other revenues and expenses not related to Life Reinsurance are reported in the
Other Segment.
On December 22, 2003, we completed the acquisition of 95% of the
outstanding capital stock of ERC Life Reinsurance Corporation for $151.0 million
in cash, subject to certain closing adjustments. On February 19, 2004, ERC Life
Reinsurance Corporation's name was changed to Scottish Re Life Corporation.
Scottish Re Life Corporation was a subsidiary of General Electric's Employers
Reinsurance Corporation, which we call GE ERC, and was one of the companies
through which GE ERC conducted life reinsurance business in the United States.
Scottish Re Life Corporation's business consists primarily of a closed block of
traditional life reinsurance. GE ERC has agreed to administer the business of
Scottish Re Life Corporation for a fixed monthly fee for up to nine months from
the date of acquisition and to assist with the transition of the business to our
systems. No GE ERC employees were transferred. Scottish Re Life Corporation is
rated "A- (excellent)" by A.M. Best Company.
All amounts are reported in thousands of United States dollars, except per
share amounts.
Revenues
We derive revenue from three principal sources:
o premiums from reinsurance assumed on life business;
o investment income from our investment portfolio; and
o realized gains and losses from our investment portfolio.
Premiums from reinsurance assumed on life business are included in revenues
over the premium paying period of the underlying policies. When we acquire
blocks of in-force business, we account for these transactions as purchases, and
our results of operations include the net income from these blocks as of their
respective dates of acquisition. Reinsurance assumed on annuity business does
not generate premium income but generates investment income over time on the
assets we receive from the ceding company. We also earn fees in our financial
reinsurance transactions with U.S. insurance company clients. Because some of
these transactions do not satisfy the risk transfer rules for reinsurance
accounting, the premiums and benefits are not reported in the consolidated
statements of income. A
18
deposit received on a funding agreement also does not generate premium income
but does create income to the extent we earn an investment return in excess of
our interest payment obligations thereon.
Our investment income includes interest earned on our fixed income
investments and income from funds withheld at interest under modified
coinsurance agreements. Under generally accepted accounting principles, because
our fixed income investments are held as available for sale, these securities
are carried at fair value, and unrealized appreciation and depreciation on these
securities is not included in investment income on our statements of income, but
is included in comprehensive income as a separate component of shareholders'
equity. Realized gains and losses include gains and losses on investment
securities that we sell during a period and write downs of securities deemed to
be other than temporarily impaired.
Expenses
We have five principal types of expenses:
o claims and policy benefits under our reinsurance contracts;
o interest credited to interest sensitive contract liabilities;
o acquisition costs and other insurance expenses;
o operating expenses; and
o interest expense.
When we issue a life reinsurance contract, we establish reserves for
benefits. These reserves are our estimates of what we expect to pay in claims
and policy benefits and related expenses under the contract or policy. From time
to time, we may also add to reserves if our experience leads us to believe that
benefit claims and expenses will ultimately be greater than the existing
reserve. We report the change in these reserves as an expense during the period
when the reserve or additional reserve is established.
In connection with reinsurance of annuity and annuity-type products, we
record a liability for interest sensitive contract liabilities, which represents
the amount ultimately due to the policyholder. We credit interest to these
contracts each period at the rates determined in the underlying contract, and
the amount is reported as interest credited to interest sensitive contract
liabilities on our consolidated statements of income.
A portion of the costs of acquiring new business, such as commissions,
certain internal expenses related to our policy issuance and underwriting
departments and some variable selling expenses are capitalized. The resulting
deferred acquisition costs asset is amortized over future periods based on our
expectations as to the emergence of future gross profits from the underlying
contracts. These costs are dependent on the structure, size and type of business
written. For certain products, we may retrospectively adjust our amortization
when we revise our estimate of current or future gross profits to be realized.
The effects of this adjustment are reflected in earnings in the period in which
we revise our estimate.
Operating expenses consist of salary and salary related expenses, legal and
professional fees, rent and office expenses, travel and entertainment,
directors' expenses, insurance and other similar expenses, except to the extent
capitalized in deferred acquisition costs.
Interest expense consists of interest charges on our borrowings.
19
Factors affecting profitability
We seek to generate profits from two principal sources. First, in our Life
Reinsurance business, we seek to receive reinsurance premiums and financial
reinsurance fees that, together with income from the assets in which those
premiums are invested, exceed the amounts we ultimately pay as claims and policy
benefits, acquisition costs and ceding commissions. Second, within our
investment guidelines, we seek to maximize the return on our unallocated
capital.
The following factors affect our profitability:
o the volume of business we write;
o our ability to assess and price adequately for the risks we assume;
o the mix of different types of business that we reinsure, because
profits on some kinds of business emerge later than on other types;
o our ability to manage our assets and liabilities to manage investment
and liquidity risk; and
o our ability to control expenses.
In addition, our profits can be affected by a number of factors that are
not within our control. For example, movements in interest rates can affect the
volume of business that we write, the income earned from our investments, the
interest we credit on interest sensitive contracts, the level of surrender
activity on contracts that we reinsure and the rate at which we amortize
deferred acquisition costs. Other external factors that can affect profitability
include mortality experience that varies from our assumed mortality, changes in
regulation or tax laws, which may affect the attractiveness of our products or
the costs of doing business and changes in foreign currency exchange rates.
Critical Accounting Policies
Statement of Financial Accounting Standards ("SFAS") No. 60 "Accounting and
Reporting by Insurance Enterprises" applies to our traditional life policies
with continuing premiums. For these policies, future benefits are estimated
using a net level premium method on the basis of actuarial assumptions as to
mortality, persistency and interest established at policy issue. Assumptions
established at policy issue as to mortality and persistency are based on
anticipated experience, which, together with interest and expense assumptions,
provide a margin for adverse deviation. Acquisition costs are deferred and
recognized as expense in a constant percentage of the gross premiums using these
assumptions established at issue. Should the liabilities for future policy
benefits plus the present value of expected future gross premiums for a product
be insufficient to provide for expected future benefits and expenses for that
product, deferred acquisition costs will be written off and thereafter, if
required, a premium deficiency reserve will be established by a charge to
income. Changes in the assumptions for mortality, persistency and interest could
result in material changes to the financial statements.
SFAS No. 97 "Accounting and Reporting by Insurance Enterprises for Certain
Long-Duration Contracts and for Realized Gains and Losses from the Sale of
Investments" applies to investment contracts, limited premium contracts, and
universal life-type contracts. For investment and universal life-type contracts,
future benefit liabilities are held using the retrospective deposit method,
increased for amounts representing unearned revenue or refundable policy
charges. Acquisition costs are deferred and recognized as expense as a constant
percentage of gross margins using assumptions as to mortality,
20
persistency, and expense established at policy issue without provision for
adverse deviation and are revised periodically to reflect emerging actual
experience and any material changes in expected future experience. Liabilities
and the deferral of acquisition costs are established for limited premium
policies under the same practices as used for traditional life policies with the
exception that any gross premium in excess of the net premium is deferred and
recognized into income as a constant percentage of insurance in force. Should
the liabilities for future policy benefits plus the present value of expected
future gross premiums for a product be insufficient to provide for expected
future benefits and expenses for that product, deferred acquisition costs will
be written off and thereafter, if required, a premium deficiency reserve will be
established by a charge to income. Changes in the assumptions for mortality,
persistency, maintenance expense and interest could result in material changes
to the financial statements.
Our premiums earned are recorded in accordance with information received
from our ceding companies, or are estimated where this information is not
current with the reporting period. These premium estimates are based on
historical experience as adjusted for current treaty terms and other
information. Actual results could differ from these estimates. Management
monitors actual experience, and should circumstances warrant, will revise its
estimates of premiums earned.
The development of policy reserves and amortization of deferred acquisition
costs for our products requires management to make estimates and assumptions
regarding mortality, lapse, expense and investment experience. Such estimates
are primarily based on historical experience and information provided by ceding
companies. Actual results could differ materially from those estimates.
Management monitors actual experience, and should circumstances warrant, will
revise its assumptions and the related reserve estimates.
In the normal course of business, we acquire in-force blocks of business.
The determination of the fair value of the assets acquired and the liabilities
assumed require management to make estimates and assumptions regarding
mortality, lapse rates and expenses. These estimates are based on historical
experience, actuarial studies and information provided by the ceding companies.
Actual results could differ materially from these estimates.
Present value of in-force business is established upon the acquisition of a
subsidiary and is amortized over the expected life of the business at the time
of acquisition. The amortization each year will be a function of the gross
profits or revenues each year in relation to the total gross profits or revenues
expected over the life of business, discounted at the assumed net credit rate.
The determination of the initial value and the subsequent amortization require
management to make estimates and assumptions regarding the future business
results that could differ materially from actual results. Estimates and
assumptions involved in the present value of in-force business and subsequent
amortization are similar to those necessary in the establishment of reserves and
amortization of deferred acquisition costs.
Goodwill is established upon the acquisition of a subsidiary. Goodwill is
calculated as the difference between the price paid and the value of individual
assets and liabilities on the date of acquisition. We account for goodwill in
accordance with SFAS No. 142, "Goodwill and Other Intangible Assets". Goodwill
deemed to have an indefinite life is subject to an annual impairment test.
Goodwill recognized in the consolidated balance sheet relates to our acquisition
of Scottish Re Holdings Limited and has been tested for impairment. We have
determined that there is no impairment.
Fixed maturity investments are evaluated for other than temporary
impairments in accordance with SFAS No. 115: "Accounting for Certain Investments
in Debt and Equity Securities", Emerging Issues Task Force 99-20: ("EITF 99-20")
"Recognition of Interest Income and Impairment on Purchased and Retained
Beneficial Interest in Securitized Assets" and Emerging Issues Task Force 03-1
("EITF 03-
21
1") "The Meaning of Other-Than-Temporary Impairments and Its Application to
Certain Investments". Under these pronouncements, realized losses are recognized
on securities if the securities are determined to be other than temporarily
impaired. Factors involved in the determination of potential impairment include
fair value as compared to amortized cost, length of time the value has been
below amortized cost, credit worthiness of the issuer, forecasted financial
performance of the issuer, position of the security in the issuer's capital
structure, the presence and estimated value of collateral or other credit
enhancement, length of time to maturity, interest rates and our intent and
ability to hold the security until the market value recovers.
Our funds withheld at interest arise on modified coinsurance and funds
withheld coinsurance transactions. Derivatives Implementation Group Issue No.
B36 "Embedded Derivatives: Bifurcation of a Debt Instrument that Incorporates
Both Interest Rate and Credit Rate Risk Exposures that are Unrelated or Only
Partially Related to the Creditworthiness of the Issuer of that Instrument"
("DIG B36") indicates that these transactions contain embedded derivatives. The
embedded derivative feature in our funds withheld treaties is similar to a
fixed-rate total return swap on the assets held by the ceding companies. The
swap consists of two parts. The first is the market value of the underlying
asset portfolio and the second is a hypothetical loan to the ceding company. The
hypothetical loan is based on the expected cash flows of the underlying
reinsurance liability. We have developed models to systematically estimate the
value of the total return swap. The fair value of the embedded derivative is
affected by changes in expected cash flows, credit spreads of the assets and
changes in "risk-free" interest rates. The change in fair value is included in
our calculation of estimated gross profits and, therefore, also affects the
amortization of deferred acquisition costs. In addition to our quota share
indemnity funds withheld contracts, we have entered into various financial
reinsurance treaties that, although considered funds withheld, do not transfer
significant insurance risk and are recorded on a deposit method of accounting.
As a result of the experience refund provisions of these treaties the value of
the embedded derivative is currently considered immaterial. Changes in our
expectations of future cash flows could result in material changes to the
financial statements.
Our accounting policies addressing premiums earned, reserves, deferred
acquisition costs, value of business acquired, goodwill, investment impairment
and embedded derivatives involve significant assumptions, judgments and
estimates. Changes in these assumptions, judgments and estimates could create
material changes in our consolidated financial statements.
22
Results of Operations
Consolidated results of operations
Three months ended Three months ended
March 31, 2004 March 31, 2003
-------------- --------------
Premiums earned.............................................. $ 133,347 $ 64,819
Investment income, net....................................... 50,103 32,324
Fee income................................................... 2,953 1,991
Realized gains (losses)...................................... 1,421 (2,321)
Change in value of embedded derivatives...................... (8,645) -
------------ ------------
Total revenues............................................... 179,179 96,813
------------ ------------
Claims and other policy benefits............................. 95,167 42,914
Interest credited to interest sensitive contract liabilities. 24,193 15,893
Acquisition costs and other insurance expenses, net.......... 32,869 20,655
Operating expenses........................................... 12,854 7,865
Interest expense............................................. 2,777 1,813
------------ ------------
Total benefits and expenses.................................. 167,860 89,140
------------ ------------
Income before income taxes and minority interest............. 11,319 7,673
Income tax expense .......................................... (874) (250)
Income before minority interest 10,445 7,423
Minority interest (349) -
------------ ------------
Income from continuing operations............................ 10,096 7,423
Loss from discontinued operations............................ - (180)
------------ ------------
Net income................................................... $10,096 $7,243
============ ============
Total revenues increased by 85% to $179.2 million in the first quarter of
2004 from $96.8 million in the same period of 2003. Total revenues include
premiums earned in our Life Reinsurance Segments, investment income on our
invested assets, fee income, realized gains and losses on our investment
portfolio and the change in the value of embedded derivatives. The increase in
premiums earned is primarily due to the acquisition of Scottish Re Life
Corporation and growth in the traditional solutions line of business in our Life
Reinsurance North America Segment. The increase in investment income is due to
growth in our invested assets, which arises from business growth, our equity
offering in July 2003 and our HyCU and trust preferred debt offerings in
October, November and December 2003. The change in value of the embedded
derivatives arises from the implementation of DIG B36.
Total benefits and expenses increased by 88% to $167.9 million in the first
quarter of 2004 from $89.1 million in the same period in 2003. The increase was
due to the acquisition of Scottish Re Life Corporation, continued growth in our
Life Reinsurance North America Segment, additional operating costs required to
meet the growth in our business and additional interest expense arising from the
HyCU and trust preferred issuances in October, November and December 2003.
During 2003, we decided to discontinue our Wealth Management operations in
Luxembourg. We have transferred our Luxembourg Wealth Management business to
third parties, closed the Luxembourg office and are in the process of
liquidating our Luxembourg subsidiary. We have reported the results of the
Luxembourg Wealth Management activities as discontinued operations. Losses
incurred in respect of these operations in the quarter ended March 31, 2003 were
$180,000.
23
Earnings per ordinary share
Three months ended Three months ended
March 31, 2004 March 31, 2003
-------------- --------------
Income from continuing operations $10,096 $7,423
========== ==========
Net income................................................. $10,096 $7,243
========== ==========
Earnings per ordinary share from continuing operations -Basic $0.29 $0.28
========== ==========
Earnings per ordinary share from continuing operations -
Diluted.................................................... $0.27 $0.26
========== ==========
Basic earnings per ordinary share.......................... $0.29 $0.27
========== ==========
Diluted earnings per ordinary share........................ $0.27 $0.26
========== ==========
Weighted average number of ordinary shares outstanding:
Basic...................................................... 35,327,658 26,940,294
========== ==========
Diluted.................................................... 37,230,112 28,096,106
========== ==========
Income from continuing operations for the first quarter increased 36% to
$10.1 million from $7.4 million in the same quarter in 2003. The increase is
attributable to the acquisition of Scottish Re Life Corporation, continued
growth in our Life Reinsurance North America Segment, and an increase in
investment income primarily due to the increase in average invested assets.
These increases were offset in part by increased operating costs and interest
expense.
Diluted earnings per ordinary share amounted to $0.27 for the first quarter
of 2004 and $0.26 in the same period in 2003, an increase of 4%. Diluted
earnings per ordinary share increased as a result of the growth in net income
discussed above. The weighted average number of ordinary shares outstanding has
increased from 28,096,106 at March 31, 2003 to 37,230,112 principally as a
result of the offering of 9,200,000 million shares in July 2003.
24
Segment Operating Results
Life Reinsurance North America
Three months ended Three months ended
March 31, 2003 March 31, 2004
-------------- --------------
Premiums earned $ 105,601 $ 39,461
Investment income, net 47,407 29,600
Fee income 2,103 1,058
Realized gains (losses) 1,693 (1,758)
Change in value of embedded derivatives (8,645) -
---------- ---------
Total revenues 148,159 68,361
---------- ---------
Claims and other policy benefits 75,592 29,405
Interest credited to interest sensitive contract liabilities 24,193 15,893
Acquisition costs and other insurance expenses, net 29,536 14,452
Operating expenses 4,964 2,043
Interest expense 686 237
---------- ---------
Total benefits and expenses 134,971 62,030
---------- ---------
Income before income taxes and minority interest $ 13,188 $ 6,331
========== =========
In our Life Reinsurance North America Segment we reinsure life insurance,
annuities and annuity-type products. These products are written by life
insurance companies and other financial institutions located principally in the
United States, as well as around the world. The results of Scottish Re Life
Corporation, which we acquired on December 22, 2003, are included in the results
of this segment for the quarter ended March 31, 2004.
Premiums earned in our Life Reinsurance North America Segment during the
first quarter increased 168% to $105.6 million in comparison with $39.5 million
in the three month period ended March 31, 2003. A significant portion of the
increase is due to the acquisition of Scottish Re Life Corporation, which
contributed $44.7 million in earned premiums. The increase is also due to
increases in the amounts of life insurance in-force on existing traditional
solutions treaties and on new business written during the year. As of March 31,
2004, the Company had approximately $286.0 billion of life reinsurance in force
covering 6.9 million lives with an average benefit per life of $41,000 in our
North American operations. This includes $153.0 billion of in-force in respect
of the Scottish Re Corporation Life business that we acquired late in 2003. As
of March 31, 2003, the Company had approximately $74.3 million of life
reinsurance in force in our Life Reinsurance North America segment covering $1.5
million lives with an average benefit per life of $51,000.
Net investment income increased by $17.8 million or 60% to $47.4 million
for the three months ended March 31, 2004 from $29.6 million for the prior year
period. The increase is due to the growth in our average invested assets offset
in part by decreases in realized yields during 2003 and 2004. Our total invested
assets have increased significantly because of growth in our Life Reinsurance
North America Segment, investment of the proceeds of our equity offering in July
2003 and our HyCU and trust preferred securities offerings in November and
December 2003. Total invested assets in this segment have increased from $2.2
billion at March 31, 2003 to $3.9 billion at March 31, 2004. Funds withheld at
interest grew from $1.1 billion at March 31, 2003 to $1.5 billion at March 31,
2004.
25
On the portfolio managed by our external investment managers the yields on
fixed rate assets were 5.08% and 5.43% at March 31, 2004 and 2003, respectively.
The reduction in yield was due primarily to the lower market yields at which new
cash flows were invested and proceeds of maturities and sales were reinvested.
Yields on floating rate assets are indexed to LIBOR. The yield on our floating
rate assets decreased to 3.00% from 3.25%, and the yield on our cash and cash
equivalents decreased to 1.20% from 1.68%. The volume of floating rate assets
increased during 2003 as a result of our investing the proceeds of floating rate
funding agreements to earn a spread over the cost of funds.
On October 1 2003, we implemented the requirements of DIG B36 which
addresses whether SFAS No. 133 "Accounting for Derivative Instruments and
Hedging Activities" requires bifurcation of a debt instrument into a debt host
contract and an embedded derivative if the debt instrument incorporates both
interest rate risk and credit risk exposures that are unrelated or only
partially related to the creditworthiness of the issuer of that instrument.
Under DIG B36 modified coinsurance and coinsurance funds withheld reinsurance
agreements where interest is determined by reference to a pool of fixed maturity
assets, are arrangements containing embedded derivatives requiring bifurcation.
In addition, reinsurance contracts with experience refunds are also considered
to be arrangements containing embedded derivatives requiring bifurcation. The
change in value of the derivative, net of related deferred amortization costs,
during the quarter ended March 31, 2004 amounted to a loss of $8.6 million. This
change in value has arisen principally because of declines in risk free interest
rates.
Claims and other policy benefits increased by 157% to $75.6 million from
$29.4 million in the same quarter in 2003. The increase is a result of the
acquisition of Scottish Re Life Corporation, the increased number of clients and
the increase in our traditional solutions business from these clients in our
Life Reinsurance North America Segment as described above. Death claims are
reasonably predictable over a period of many years, but are less predictable
over shorter periods and are subject to fluctuation from quarter to quarter.
Our targeted maximum corporate retention in our Life Reinsurance North
America Segment on any one life is $1 million, however, we currently retrocede
any liability in excess of $500,000. We have also arranged catastrophe cover,
which provides reinsurance for losses of approximately $19.3 million in excess
of $750,000. This catastrophe cover provides protection for terrorism, nuclear,
biological and chemical risks.
For the three months ended March 31, 2004, interest credited to interest
sensitive contract liabilities increased by $8.3 million or 52% to $24.2 million
from $15.9 million in the same period in 2003. Interest credited includes
interest in respect of funding agreements. The amounts due on funding agreements
are included in interest sensitive contract liabilities on our balance sheet and
amount to $510.3 million at March 31, 2004 in comparison with $100.5 million at
March 31, 2003. The remaining increase is due to interest credited on new
reinsurance treaties and increases in interest credited on existing treaties due
to increasing average liability balances. Interest sensitive contract
liabilities amounted to $2.9 billion at March 31, 2004 in comparison with $1.7
billion at March 31, 2003.
During the three month period ended March 31, 2004 acquisition costs and
other insurance expenses increased by $15.1 million or 104% to $29.5 million
from $14.4 million in the same quarter in 2003. The increase was a result of
acquisition of Scottish Re Life Corporation and the increased life and annuity
business in our Life Reinsurance North America Segment as discussed above.
Commissions and excise taxes vary with premiums earned. Other insurance
expenses include direct and indirect expenses of those departments involved in
the marketing, underwriting and issuing of reinsurance treaties. Of these total
expenses a portion is deferred and amortized over the life of the
26
reinsurance treaty or, in the case of interest sensitive contracts, in relation
to the estimated gross profit in respect of the contracts.
Operating expenses have increased by 143% to $4.9 million from $2.0 million
in the same quarter in 2003. The increase is principally the result of the
acquisition of Scottish Re Life Corporation. The costs of Scottish Re Life
Corporation include the cost of the transition services agreement with GE ERC of
$900,000. Additional personnel costs have also been incurred as we continue to
grow our business. Total employees in this segment and Other have grown from 53
at March 31, 2003 to 87 at March 31, 2004.
Interest expense in this segment arises on the trust preferred securities.
The increase in interest expense to $686,000 from $237,000 results from the
issuance of an additional $30.0 million of these securities in October and
November 2003.
Life Reinsurance International
Three months ended Three months ended
March 31, 2003 March 31, 2004
-------------- --------------
Premiums earned $ 27,746 $ 25,358
Investment income, net 2,149 1,746
Realized losses (151) (609)
----------------- ----------------
Total revenues 29,744 26,495
----------------- ----------------
Claims and other policy benefits 19,575 13,509
Acquisition costs and other insurance expenses, net 2,649 5,531
Operating expenses 4,408 2,548
----------------- ----------------
Total benefits and expenses 26,632 21,588
----------------- ----------------
Income before income taxes and minority interest $ 3,112 $ 4,907
================= ================
Our Life Reinsurance International Segment specializes in niche markets in
developed countries and broader life insurance markets in the developing world
and focuses on the reinsurance of short term group life policies and aircrew
"loss of license" insurance.
Premiums earned in our Life Reinsurance International Segment during the
first quarter increased 9% to $27.7 million in comparison with $25.4 million in
the three month period ended March 31, 2003. Premiums earned from a portfolio
acquired in 2002 were $1.5 million lower in the first quarter of 2004 compared
to the same period in the prior year due to the run off nature of the portfolio.
Other life reinsurance reported earned premium grew by 9% in the first quarter
2004 to $16.4 million in comparison with $15.0 million in 2003. Earned premium
for general reinsurance business, which consists of aircrew loss of license and
related personal accident, grew 46% from $5.4 million to $7.9 million due to
more contracts being in force in 2004 compared to 2003. The majority of business
in our Life Reinsurance International Segment is in respect of short duration
contracts. We have experienced considerable reporting delays from some of our
cedents on this business. In prior years premiums earned in this segment were
subject to variation from quarter to quarter because of the reporting delays. As
part of the implementation of this segment's new administrative system, improved
data has been compiled which has allowed us to more accurately estimate our
premium earned.
27
Investment income in 2004 has increased to $2.1 million compared to $1.7
million for the same period in 2003 due to the increased level of invested
assets arising principally from growth in business.
Claims and other policy benefits in our Life Reinsurance International
Segment increased by 45% to $19.6 million in the quarter ended March 31, 2004
from $13.5 million in the same quarter in 2003. Claims in the current quarter,
compared to the same quarter in 2003, have been impacted by the introduction of
the estimates process described above and the increased volumes of business in
2003. In addition during the quarter we incurred $900,000 in respect of claims
resulting from late reported claims relating to prior periods.
During the three month period ended March 31, 2004 acquisition costs and
other insurance expenses decreased by $2.9 million or 52% to $2.6 million from
$5.5 million in 2003. Acquisition costs for a portfolio acquired late in 2002
are $1.0 million lower due to the run off nature of the portfolio. Acquisition
costs have also been impacted by the estimate process described above.
Acquisition costs includes the amortization of the present value of in-force
business. This is $300,000 lower in first quarter 2004 compared to first quarter
2003 due to the sale of the unit linked business in the second quarter of 2003.
Operating expenses have increased by 73% to $4.4 million from $2.5 million
in the prior year period. The increase is principally related to personnel
costs. The number of employees in this segment has grown from 46 at March 31,
2003 to 53 at March 31, 2004. Additional resources have been added as we
continue to grow our business in existing and prospective markets. The increased
personnel costs include cost for recruitment expenses. Office costs increased
compared to 2003 due to the move to larger offices in the second quarter of
2003. Operating expenses in this segment are incurred in pounds sterling. These
expenses have increased as a result of the depreciation of the United States
dollar in comparison with pounds sterling.
Other
Three months ended Three months ended
March 31, 2003 March 31, 2004
-------------- --------------
Investment income, net $ 547 $ 978
Fee income 850 933
Realized gains (losses) (121) 46
---------------- ---------------
Total revenues 1,276 1,957
---------------- ---------------
Acquisition costs and other insurance expenses, net 684 672
Operating expenses 3,482 3,274
Interest expense 2,091 1,576
---------------- ---------------
Total expenses 6,257 5,522
---------------- ---------------
Loss before income taxes and minority interest $ (4,981) $ (3,565)
---------------- ---------------
The Other Segment comprises revenues and expenses not included elsewhere
and includes corporate overhead. As previously discussed our Wealth Management
operations, which were previously designated as a separate segment, are now
included in the Other Segment.
Investment income arises in the Other Segment on capital not specifically
allocated to the Life Reinsurance North America or Life Reinsurance
International Segments. Fee income and acquisition expenses arise from our
Wealth Management operations. Operating expenses include the costs of running
28
our principal office in Bermuda, compensation costs for our board of directors
and legal and professional fees including those in respect of corporate
governance legislation. Interest expense has increased from $1.6 million to $2.1
million as a result of the HyCU issuance in December 2003.
Realized gains (losses)
During the three months ended March 31, 2004, realized gains amounted to
$1.4 million in comparison with realized losses of $2.3 million in the same
period in 2003.
During the quarter ended March 31, 2004, we recognized losses of $1.9
million in respect of impairments on the portfolio controlled by us. These
losses were more than offset by realized gains on the portfolio. The losses in
the first quarter of 2003 consist of investment losses on unit linked securities
held by Scottish Re Holdings Limited of $966,000, impairments of $1.8 million on
the portfolio controlled by us and impairment losses of $1.1 million on
contracts written under modified coinsurance agreements. These losses were
partially offset by net realized gains on the sales of fixed maturity
investments.
Management reviews securities with material unrealized losses and tests for
"other than temporary impairments" on a quarterly basis. Factors involved in the
determination of impairment include fair value as compared to amortized cost,
length of time the value has been below amortized cost, credit worthiness of the
issuer, forecasted financial performance of the issuer, position of the security
in the issuer's capital structure, the presence and estimated value of
collateral or other credit enhancement, length of time to maturity, interest
rates and our intent and ability to hold the security until the market value
recovers. We review all investments with fair values less than amortized cost,
and pay particular attention to those that have traded continuously at less than
80% of amortized cost for at least six months or 90% of amortized cost for at
least 12 months and other assets with material differences between amortized
cost and fair value. Investments meeting those criteria are analyzed in detail
for "other than temporary impairment." When a decline is considered to be "other
than temporary" a realized loss is incurred and the cost basis of the impaired
asset is adjusted to its fair value.
Under EITF 99-20, a decline in fair value below "amortized cost" basis is
considered to be an "other than temporary impairment" whenever there is an
adverse change in the amount or timing of cash flow to be received, regardless
of the resulting yield, unless the decrease is solely a result of changes in
market interest rates.
The following tables provide details of the sales proceeds, realized loss,
the length of time the security had been in an unrealized loss position and
reason for sale for securities sold at a loss during the periods ended March 31,
2004 and 2003.
Three months ended March 31, 2004
Credit Concern Other Total
Days Proceeds Loss Proceeds Loss Proceeds Loss
-------- ---- -------- ---- -------- ----
(dollars in thousands)
0-90 ............ $ 3,325 $ (108) $14,296 $ (38) $17,621 $ (146)
91-180 .......... - - 20,317 (226) 20,317 (226)
181-270 ......... - - 1,130 (14) 1,130 (14)
Greater than 271 5,060 (548) - - 5,060 (548)
------- ------- ------- ------- ------- -------
Total ........... $ 8,385 $ (656) $35,743 $ (278) $44,128 $ (934)
======= ======= ======= ======= ======= =======
29
Three months ended March 31, 2003
Credit Concern Other Total
Days Proceeds Loss Proceeds Loss Proceeds Loss
-------- ---- -------- ---- -------- ----
(dollars in thousands)
0-90 ............... $ - $ - $ - $ - $ - $ -
91-180 ............. 2,691 (202) - - 2,691 (202)
181-270 ............ 1,200 (241) - - 1,200 (241)
Greater than 271 ... 1,474 (13) - - 1,474 (13)
------- ------ ------- ------ ------- ------
Total .............. $ 5,365 $ (456) $ - $ - $ 5,365 $ (456)
======= ====== ======= ====== ======= ======
Financial Condition
Investments
At March 31, 2004, the portfolio controlled by us consisted of $2.6 billion of
fixed income securities, preferred stock and cash. The majority of these assets
are traded, however, $201.6 million represent investments in private securities.
Of the total portfolio controlled by us, $2.5 billion represented the fixed
income and preferred stock portfolios managed by external investment managers
and $174.5 million represented other cash balances. At December 31, 2003, the
portfolio controlled by us consisted of $2.4 billion of fixed income securities,
preferred stock and cash. The majority of these assets are traded, however,
$175.2 million represented investments in private securities. Of the total
portfolio, $2.1 billion represented the fixed income and preferred stock
portfolio managed by external investment managers and $262.7 million represented
other cash balances.
At March 31, 2004, the average Standard & Poor's rating of that portfolio
was "AA-", the average effective duration was 3.76 years and the average book
yield was 4.43% as compared with an average rating of "AA-", an average
effective duration 3.94 years and an average book yield of 4.46% at December 31,
2003. At March 31, 2004, the unrealized appreciation on investments, net of tax,
was $45.2 million as compared with $16.8 million at December 31, 2003. The
unrealized appreciation on investments is included in our consolidated balance
sheet as part of shareholders' equity.
In the table below are the total returns earned by our portfolio for the
three months ended March 31, 2004, compared to the returns earned by three
indices: the Lehman Brothers Global Bond Index, the S&P 500, and a customized
index that we developed with General Re New England Asset Management ("NEAM"),
an external investment manager, to take into account our investment guidelines.
We believe that this customized index is a more relevant benchmark for our
portfolio's performance.
March 31, 2004
--------------
Portfolio performance............................. 2.81%
Customized index.................................. 2.60%
Lehman Brothers Global Bond Index................. 2.01%
S&P 500........................................... 1.69%
30
The following table presents the investment portfolio (market value) credit
exposure by category as assigned by Standard & Poor's.
March 31, 2004 December 31, 2003
Ratings $ in $ in
millions % millions %
-------- - -------- -
AAA................................... $ 885.7 33.4% $ 785.4 32.7%
AA.................................... 297.7 11.2 298.4 12.4
A..................................... 851.9 32.2 762.7 31.7
BBB................................... 587.5 22.2 540.8 22.5
BB or below........................... 26.2 1.0 16.6 0.7
-------- ----- -------- ------
Total................................. $2,649.0 100.0% $2,403.9 100.0%
======== ===== ======== ======
The following table illustrates the investment portfolio (market value)
sector exposure.
March 31, 2004 December 31, 2003
Sector $ in $ in
millions % millions %
-------- - -------- -
U.S. Treasury securities and U.S.
government agency obligations........ $ 56.0 2.1% $ 74.6 3.1%
Corporate securities.................... 1,127.8 42.6 1,119.6 46.6
Municipal bonds......................... 9.8 0.4 1.8 0.1
Mortgage and asset backed securities.... 1,143.1 43.1 818.7 34.0
Preferred stock......................... 137.8 5.2 126.5 5.3
-------- ----- -------- -----
2,474.5 93.4 2,141.2 89.1
Cash.................................... 174.5 6.6 262.7 10.9
-------- ----- -------- -----
Total................................... $2,649.0 100.0% $2,403.9 100.0%
======== ===== ======== =====
The data in the tables above excludes other investments and assets held by
ceding insurers under modified coinsurance agreements.
At March 31, 2004, our fixed income portfolio had 1,526 positions and $8.9
million of gross unrealized losses. No single position had an unrealized loss
greater than $0.9 million. There were $69.2 million of unrealized gains on the
remainder of the portfolio. There were 11 private securities in an unrealized
loss position totaling $108,000. At December 31, 2003 our fixed income portfolio
had 1,375 positions and $14.6 million of gross unrealized losses. No single
position had an unrealized loss greater than $1.6 million. There were $37.0
million of unrealized gains on the remainder of the portfolio. There were 34
private securities in an unrealized loss position totaling $805,000.
The composition by category of securities that have an unrealized loss at
March 31, 2004 and December 31, 2003 are presented in the tables below.
31
March 31, 2004
Estimated Unrealized
Fair Value % Loss %
---------- - ---- -
Dollars in thousands
Other structured securities.................. $ 155,786 40.4% $(6,816) 76.3%
Corporate securities......................... 95,947 24.9 (1,159) 13.0
Mortgage backed securities................... 64,939 16.8 (203) 2.3
Collateralized mortgage obligations.......... 49,273 12.8 (494) 5.5
Preferred stock.............................. 13,958 3.6 (187) 2.0
Governments.................................. 3,665 1.0 (42) 0.5
Municipal bonds.............................. 1,964 0.5 (36) 0.4
-------- ----- -------- -----
Total........................................ $385,532 100% $(8,937) 100%
======== ===== ======== =====
December 31, 2003
Estimated Unrealized
Fair Value % Loss %
---------- - ---- -
Dollars in thousands
Corporate securities......................... $223,555 41.4% $ (3,823) 26.2%
Other structured securities.................. 154,065 28.5 (8,943) 61.3
Collateralized mortgage obligations.......... 95,455 17.7 (863) 5.9
Governments.................................. 25,838 4.8 (400) 2.7
Preferred stock.............................. 21,303 3.9 (299) 2.1
Mortgage backed securities................... 19,900 3.7 (255) 1.8
-------- ----- -------- -----
Total........................................ $540,116 100.0% $(14,583) 100.0%
======== ===== ======== =====
32
The following tables provide information on the length of time securities
have been continuously in an unrealized loss position:
March 31, 2004
Estimated Unrealized
Days Book Value % Fair Value % Loss %
---- ---------- - ---------- - ---- -
Dollars in thousands
0-90.................. $ 243,723 61.8% $ 240,406 62.4% $ (3,317) 37.1%
91-180................ 34,972 8.9 34,406 8.9 (566) 6.3
181-270............... 39,641 10.0 38,971 10.1 (670) 7.5
271-360............... 25,734 6.5 25,378 6.6 (356) 4.0
Greater than 360...... 50,399 12.8 46,371 12.0 (4,028) 45.1
---------- ----- ---------- ----- ---------- -----
Total................. $ 394,469 100.0% $ 385,532 100.0% $ (8,937) 100.0%
========== ===== ========== ===== ========== =====
December 31, 2003
Estimated Unrealized
Days Book Value % Fair Value % Loss %
---- ---------- - ---------- - ---- -
Dollars in thousands
0-90.................. $ 308,267 55.6% $ 304,511 56.4% $ (3,756) 25.8%
91-180................ 115,702 20.9 113,405 21.0 (2,297) 15.8
181-270............... 56,362 10.1 55,243 10.2 (1,119) 7.7
271-360............... 13,486 2.4 13,064 2.4 (422) 2.9
Greater than 360...... 60,882 11.0 53,893 10.0 (6,989) 47.8
----------- ----- ----------- ----- ----------- -----
Total................. $ 554,699 100.0% $ 540,116 100.0% $ (14,583) 100.0%
=========== ===== =========== ===== =========== =====
Unrealized losses on securities that have been in an unrealized loss
position for periods greater than 2 years amounted to $2.0 million at both March
31, 2004 and December 31, 2003. Unrealized losses on non-investment grade
securities amounted to $3.5 million and $3.0 million at March 31, 2004 and
December 31, 2003, respectively. Of these amounts, non-investment grade
securities with unrealized losses of $2.9 million at March 31, 2004 and $1.8
million at December 31, 2003 had been in an unrealized loss position for a
period greater than one year, of which $1.3 million at March 31, 2004 and
$895,000 at December 31, 2003 had been in an unrealized loss position for
periods greater than 2 years.
33
The following tables illustrate the industry analysis of the unrealized
losses at March 31, 2004 and December 31, 2003.
March 31, 2004
Amortized Estimated Unrealized
Cost % Fair Value % Loss %
---- - ---------- - ---- -
Industry Dollars in thousands
Mortgage and asset backed
securities............. $ 277,510 70.4% $ 269,997 70.0% $ (7,513) 84.1%
Banking................... 24,234 6.1 23,807 6.2 (427) 4.8
Supernational............. 17,725 4.5 17,490 4.5 (235) 2.6
Electric.................. 12,075 3.1 12,042 3.1 (33) 0.4
Financial other........... 10,077 2.6 9,953 2.6 (124) 1.4
Communications............ 7,427 1.9 7,321 1.9 (106) 1.2
Brokerage................. 5,815 1.5 5,784 1.5 (31) 0.3
Other..................... 39,606 9.9 39,138 10.2 (468) 5.2
---------- ----- --------- ----- ---------- -----
Total..................... $ 394,469 100.0% $ 385,532 100.0% $ (8,937) 100.0%
========== ===== ========= ===== ========== =====
December 31, 2003
Amortized Estimated Unrealized
Cost % Fair Value % Loss %
---- - ---------- - ---- -
Industry Dollars in thousands
Mortgage and asset backed
securities............. $ 279,481 50.4% $ 269,420 49.9% $ (10,061) 69.0%
Banking................... 38,738 7.0 38,201 7.1 (537) 3.7
Consumer non-cyclical..... 23,009 4.1 22,632 4.2 (377) 2.6
Communications............ 27,401 4.9 27,055 5.0 (346) 2.4
Financial companies....... 21,900 3.9 21,539 4.0 (361) 2.5
Insurance................. 17,467 3.1 17,289 3.2 (178) 1.2
Transportation............ 7,382 1.3 6,534 1.2 (848) 5.8
Other..................... 139,321 25.3 137,446 25.4 (1,875) 12.8
---------- ----- --------- ----- ---------- -----
Total..................... $ 554,699 100.0% $ 540,116 100.0% $ (14,583) 100.0%
========== ===== ========== ===== ========== =====
- -------------
Other industries each represent less than 2% of estimated fair value.
34
The expected maturity dates of securities that have an unrealized loss at
March 31, 2004 and December 31, 2003 are presented in the table below.
March 31, 2004
Amortized Estimated Unrealized
Maturity Cost % Fair Value % Loss %
- -------- ---- - ---------- - ---- -
Dollars in thousands
Due in one year or less............. $ 88,207 22.4% $ 86,688 22.5% (1,519) 17.0%
Due in one through five years....... 181,210 45.9 178,746 46.3 (2,464) 27.6
Due in five through ten years....... 111,268 28.2 107,476 27.9 (3,792) 42.4
Due after ten years................. 13,784 3.5 12,622 3.3 (1,162) 13.0
----------- ----- ---------- ----- ----------- -----
Total............................... $ 394,469 100.0% $ 385,532 100.0% $ (8,937) 100.0%
=========== ===== ========== ===== =========== =====
December 31, 2003
Estimated Unrealized
Maturity Book Value % Fair Value % Loss %
- -------- ---------- - ---------- - ---------- -
Dollars in thousands
Due in one year or less............. $ 36,746 6.9% $ 36,648 7.1% $ (98) 0.7%
Due in one through five years....... 220,097 41.3 214,103 41.3 (5,994) 42.0
Due in five through ten years....... 232,231 43.5 225,844 43.5 (6,387) 44.7
Due after ten years................. 44,023 8.3 42,218 8.1 (1,805) 12.6
----------- ----- ---------- ----- ----------- -----
Total............................... $ 533,097 100.0% $ 518,813 100.0% $ (14,284) 100.0%
=========== ===== ========== ===== =========== =====
At March 31, 2004, there were 254 securities with unrealized loss positions
with one security having a unrealized loss greater than $1.0 million. This
security was a securitized asset and was tested for impairment under EITF 99-20
and EITF 03-1 and satisfied the impairment tests. At December 31, 2003, there
were 409 securities with unrealized loss positions with 2 securities having an
unrealized loss greater than $1.0 million. These were also securitized assets,
were tested for impairment under EITF 99-20 and satisfied the impairment tests
at December 31, 2003.
At March 31, 2004, there were 8 securities with fair values that traded
continuously at less than 80% of amortized cost for at least six months or 90%
of amortized cost for at least 12 months. The total unrealized loss on these
securities amounted to $2.9 million and the largest unrealized loss position was
$0.9 million. At December 31, 2003 there were 12 securities with fair values
that traded continuously at less than 80% of amortized cost for at least six
months or 90% of amortized cost for at least 12 months. The total unrealized
loss on these securities amounted to $7.2 million and the largest unrealized
loss position was $1.6 million.
Funds withheld at interest
Funds withheld at interest arise on contracts written under modified
coinsurance agreements. In each case, the business reinsured consists of fixed
deferred annuities. In substance, these agreements are identical to coinsurance
treaties except that the ceding company retains control of and title to the
assets. The deposits paid to the ceding company by the underlying policyholders
are held in a segregated portfolio and managed by the ceding company or by
investment managers appointed by the ceding company. These treaties transfer a
quota share of the risks. The funds withheld at interest represent our share of
the ceding companies' statutory reserves. The cash flows exchanged with each
monthly
35
settlement are netted and include, among other items, our quota share of
investment income on our proportionate share of the portfolio, realized losses,
realized gains (amortized to reflect the statutory rules relating to interest
maintenance reserve), interest credited and expense allowances.
At March 31, 2004 and December 31, 2003, funds withheld at interest were in
respect of six fixed annuity reinsurance contracts with three ceding companies.
At March 31, 2004 and December 31, 2003, we had three contracts with Lincoln
National Insurance Company that account for $1.4 billion (85%) and $1.3 billion
(86%) of the funds withheld balances. The other contracts are with Illinois
Mutual Insurance Company and American Founders Life Insurance Company. Lincoln
National Insurance Company has financial strength ratings of "A+" from A.M.
Best, "AA-" from Standard & Poor's, "Aa3" from Moody's and "AA" from Fitch. In
the event of insolvency of the ceding companies on these arrangements we would
need to exert a claim on the assets supporting the contract liabilities.
However, the risk of loss is mitigated by our ability to offset amounts owed to
the ceding company, which are included in interest sensitive contract
liabilities, with the amounts owed to us by the ceding company. Interest
sensitive contract liabilities relating to these fixed annuity reinsurance
contracts amounted to $2.9 billion and $1.7 billion at March 31, 2004 and
December 31, 2003, respectively.
At March 31, 2004, funds withheld at interest totaled $1.5 billion with an
average rating of "A-", an average effective duration of 4.92 years and an
average book yield of 6.23% as compared with an average rating of "A-", an
average effective duration of 5.06 years and an average book yield of 6.32% at
December 31, 2003. These are fixed income investments and include marketable
securities, commercial mortgages, private placements and cash. The market value
of the funds withheld amounted to $1.6 billion at March 31, 2004 and at December
31, 2003, respectively.
According to data provided by our ceding companies, the following table
reflects the market value of assets backing the funds withheld at interest
portfolio using the lowest rating assigned by the three major rating agencies.
March 31, 2004 December 31, 2003
Ratings $ in millions % $ in millions %
------- ------------- - ------------- -
AAA................................... $ 233.5 14.8% $216.6 13.9%
AA.................................... 76.6 4.8 76.9 4.9
A..................................... 536.3 33.9 528.6 34.0
BBB................................... 537.1 33.9 537.6 34.6
BB or below........................... 65.6 4.2 66.0 4.3
----------- ----- --------- -----
1,449.1 91.6 1,425.7 91.7
Commercial mortgage loans............. 133.1 8.4 129.4 8.3
----------- ----- --------- -----
Total................................. $ 1,582.2 100.0% $ 1,555.1 100.0%
=========== ===== ========= =====
36
According to data provided by our ceding companies, the following table
reflects the market value of assets backing the funds withheld at interest
portfolio by sector.
March 31, 2004 December 31, 2003
Sector $ in millions % $ in millions %
------ ------------- - ------------- -
U.S. Treasury securities and U.S.
government agency obligations.... $ 31.2 2.0% $ 32.0 2.1%
Corporate securities................ 1,041.9 65.8 1,041.2 67.0
Municipal bonds..................... 24.3 1.5 23.1 1.5
Mortgage and asset backed securities 335.0 21.2 329.4 21.1
Commercial mortgage loans........... 133.1 8.4 129.4 8.3
Cash................................ 16.7 1.1 - -
---------- ----- ---------- -----
Total................................ $ 1,582.2 100.0% $ 1,555.1 100.0%
========== ===== ========== =====
Liquidity and Capital Resources
Cash flow
Cash used in operating activities amounted to $9.9 million in the first
three months of 2004 in comparison with a cash source of $12.5 million provided
by operating activities in the same period of 2003. Operating cash flow includes
cash inflows from premiums, fees and investment income, and cash outflows for
benefits and expenses paid. In periods of growth of new business our operating
cash flow may decrease due to first year commissions paid on new business
generated. For income recognition purposes these commissions are deferred and
amortized over the life of the business. The decrease in operating cash flow is
principally attributable to settlement of a tax liability of approximately $23.0
million. This liability resulted from actions taken by the former owner of
Scottish Re Life Corporation immediately prior its acquisition in December 2003.
This outflow is not expected to recur. When adjusted for this payment cash flows
from operations in the first three months of 2004 were $13.7 million compared to
$13.2 in the same period of 2003.
We believe cash flows from operations will be positive over time. However,
they may be positive or negative in any one period depending on the amount of
new life reinsurance business written, the level of ceding commissions paid in
connection with writing that business and the level of renewal premiums earned
in the period. To address the risk that operating cash flows may not be
sufficient in any given period we maintain a high quality fixed maturity
portfolio with positive liquidity characteristics. These securities are
available for sale and can be sold to meet obligations if necessary.
37
Capital and collateral
At March 31, 2004, total capitalization was $1.0 billion compared to $964.3
million at December 31, 2003. Total capitalization is analyzed as follows:
March 31, 2004 December 31, 2003
-------------- -----------------
(dollars in thousands)
Shareholder's equity............ $ 703,265 $ 659,844
Mezzanine equity................ 142,008 141,928
Long-term debt.................. 162,500 162,500
----------- ---------
Total $ 1,007,773 $ 964,272
=========== =========
The increase in capitalization is due to the net income for the three
months ended March 31, 2004 of $10.1 million less dividends paid of $1.8 million
and other comprehensive income of $31.5 million. Other comprehensive income
consists of the unrealized appreciation on investments and the cumulative
translation adjustment arising from the translation of Scottish Re Holdings
Limited's balance sheet at exchange rates as of March 31, 2004.
In February 2004, we filed a registration statement with the Securities and
Exchange Commission utilizing a "shelf" registration process relating to a
number of different types of debt and equity securities. This shelf enables us
to sell from time to time securities described in the registration statement up
to a total of $750.0 million.
During the three months ended March 31, 2004, we paid quarterly dividends
totaling $1.8 million or $0.05 per share.
During 2003, we renewed our credit facilities, which currently consist of:
a) a credit facility totaling $50 million, of which $25 million is
available on an unsecured basis and $25 million is available on a
secured basis. The facility provides capacity for borrowings and
letters of credit. The interest rates on amounts borrowed under
the secured facility is LIBOR plus 50 basis points and under the
unsecured facility is LIBOR plus 75 basis points. This facility
expires in October 2004 but it is renewable upon the agreement of
both parties.
b) a secured credit facility totaling $50 million. This facility
provides a combination of borrowings and letters of credit.
Interest rates on amounts borrowed under this facility is LIBOR
plus 45 basis points. This facility expires in September 2004 but
is renewable upon the agreement of both parties.
One of the facilities requires that Scottish Annuity & Life (Cayman) Ltd.
maintain shareholder's equity of at least $340.0 million. At March 31, 2004,
Scottish Annuity & Life (Cayman) Ltd.'s shareholder's equity was $809.3 million.
The other facility requires that we maintain consolidated net worth of $520.0
million, a maximum debt to total capitalization ratio of 30% and
uncollateralised assets of 1.2 times any unsecured borrowings. At March 31,
2004, our net worth was $703.3 million and the ratio of debt to total
capitalization was 16.1%. Our failure to comply with the requirements of the
credit facilities would, subject to grace periods, result in an event of
default, and we could be required to repay any outstanding borrowings. At March
31, 2004, there were no borrowings under the facilities. Outstanding letters of
credit under these facilities amounted to $33.5 million as at March 31, 2004 and
$31.2 million at December 31, 2003.
38
We must have sufficient assets available for use as collateral to support
borrowings, letters of credit, and certain reinsurance transactions. With these
reinsurance transactions, the need for collateral or letters of credit arises in
five ways:
o when Scottish Annuity & Life (Cayman) Ltd., Scottish Re (Dublin)
Limited or Scottish Re Limited enters into a reinsurance treaty with a
U.S. customer, we must contribute assets into a reserve credit trust
with a U.S. bank or issue a letter of credit in order that the ceding
company may obtain reserve credit for the reinsurance transaction;
o when Scottish Re (U.S.), Inc. enters into a reinsurance transaction,
it typically incurs a need for additional statutory capital. This need
can be met by its own capital surplus, an infusion of cash or assets
from Scottish Re or an affiliate or by ceding a portion of the
transaction to another company within the group or an unrelated
reinsurance company, in which case that reinsurer must provide reserve
credit by contributing assets in a reserve credit trust or a letter of
credit;
o Scottish Re (U.S.), Inc. is licensed, accredited, approved or
authorized to write reinsurance in 49 states and the District of
Columbia. When Scottish Re (U.S.), Inc. enters into a reinsurance
transaction with a customer domiciled in a state in which it is not a
licensed, accredited, authorized or approved reinsurer, it likewise
must provide a reserve credit trust or letter of credit; and
o Scottish Re Life Corporation is licensed, accredited, approved or
authorized to write reinsurance in 50 states, the District of
Columbia, Guam and the Federated States of Micronesia. When Scottish
Re Life Corporation enters into a reinsurance transaction with a
customer domiciled in a state in which it is not a licensed,
accredited, authorized or approved reinsurer, it likewise must provide
a reserve credit trust or letter of credit; and
o even when Scottish Re (U.S.), Inc. is licensed, accredited, approved
or authorized to write reinsurance in a state, it may agree with a
customer to provide a reserve credit trust or letter of credit
voluntarily to mitigate the counter-party risk from the customer's
perspective, thereby doing transactions that would be otherwise
unavailable or would be available only on significantly less
attractive terms.
Scottish Annuity & Life (Cayman) Ltd. has agreed with Scottish Re (U.S.),
Inc. that it will (1) cause Scottish Re (U.S.), Inc. to maintain capital and
surplus equal to the greater of $20.0 million or 250% of Risk Based Capital
("RBC") under the risk-based capital laws of the state of Delaware and (2)
provide Scottish Re (U.S.), Inc. with enough liquidity to meet its obligations
in a timely manner.
In addition, Scottish Annuity & Life (Cayman) Ltd. and Scottish Re have
agreed with Scottish Re Limited that in the event Scottish Re Limited is unable
to meet its obligations under its insurance or reinsurance agreements, Scottish
Annuity & Life (Cayman) Ltd. (or if Scottish Annuity & Life (Cayman) Ltd. cannot
fulfill such obligations, then Scottish Re) will assume all of Scottish Re
Limited's obligations under such agreements.
Scottish Annuity & Life Insurance Company (Cayman) Ltd. intends, subject to
regulatory approval, to enter into an agreement with Scottish Re Life
Corporation stating that it will (1) cause Scottish Re Life Corporation to
maintain capital and surplus equal to the greater of $20.0 million or such
amount necessary to prevent the occurrence of a Company Action Level Event under
the risk-based
39
capital laws of the state of Missouri and (2) provide Scottish Re Life
Corporation with enough liquidity to meet its obligations in a timely manner.
Scottish Re and Scottish Annuity & Life (Cayman) Ltd. have executed a
similar agreement for Scottish Re (Dublin) Limited and may, from time to time,
execute additional agreements guaranteeing the performance and/or obligations of
their subsidiaries.
Our business is capital intensive. We expect that our cash and investments,
together with cash generated from our businesses, will be sufficient to meet our
current liquidity and letter of credit needs. However, if our business continues
to grow significantly, we will need to raise additional capital.
Off balance sheet arrangements
We have no obligations, assets or liabilities other than those disclosed in
the financial statements; no trading activities involving non-exchange traded
contracts accounted for at fair value; and no relationships and transactions
with persons or entities that derive benefits from their non-independent
relationship with us or our related parties.
Changes in Accounting Standards
In July 2003, the Accounting Standards Executive Committee issued Statement
of Position 03-01 ("SOP"), "Accounting and Reporting by Insurance Enterprises
for Certain Nontraditional Long-Duration Insurance Contracts and for Separate
Accounts". This SOP provides guidance on accounting and reporting by insurance
enterprises for certain nontraditional long-duration contracts and for separate
accounts and is effective for financial statements for fiscal years beginning
after December 15, 2003. In implementing the SOP we have made various
determinations, such as qualification for separate account treatment,
classification of securities in separate account arrangements, significance of
mortality and morbidity risk, adjustments to contract holder liabilities, and
adjustments to estimated gross profits as defined in SFAS No. 97, "Accounting
and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and
for Realized Gains and Losses from the Sale of Investments". Implementation of
this SOP has not had a material effect on our financial statements.
Effective December 31, 2003, we adopted EITF 03-1. This EITF provides
guidance on disclosures for other than temporary impairments of debt and
marketable equity investments that have been accounted for under SFAS No. 115
"Accounting for Certain Investments in Debt and Equity Securities".
Implementation did not have a material effect on our financial statements.
Forward-Looking Statements
Some of the statements contained in this report are not historical facts
and are forward-looking within the meaning of the Private Securities Litigation
Reform Act. Forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual results to differ
materially from the forward-looking statements. Words such as "anticipates",
"expects", "intends", "plans", "believes", "seeks", "estimates", "may", "will",
"continue", "project", and similar expressions, as well as statements in the
future tense, identify forward-looking statements.
These forward-looking statements are not guarantees of our future
performance and are subject to risks and uncertainties that could cause actual
results to differ materially from the results contemplated by the
forward-looking statements. These risks and uncertainties include:
o uncertainties relating to the ratings accorded to our insurance
subsidiaries;
40
o the risk that our risk analysis and underwriting may be inadequate;
o exposure to mortality experience which differs from our assumptions;
o risks arising from our investment strategy, including risks related to
the market value of our investments, fluctuations in interest rates
and our need for liquidity;
o uncertainties arising from control of our invested assets by third
parties;
o developments in global financial markets that could affect our
investment portfolio and fee income;
o changes in the rate of policyholder withdrawals or recapture of
reinsurance treaties;
o the risk that our retrocessionaires may not honor their obligations to
us;
o terrorist attacks on the United States and the impact of such attacks
on the economy in general and on our business in particular;
o political and economic risks in developing countries;
o the impact of acquisitions, including the ability to successfully
integrate acquired businesses, the competing demands for our capital
and the risk of undisclosed liabilities;
o loss of the services of any of our key employees;
o losses due to foreign currency exchange rate fluctuations;
o uncertainties relating to government and regulatory policies (such as
subjecting us to insurance regulation or taxation in additional
jurisdictions);
o the competitive environment in which we operate and associated pricing
pressures; and
o changes in accounting principles.
The effects of these factors are difficult to predict. New factors emerge
from time to time and we cannot assess the financial impact of any such factor
on the business or the extent to which any factor, or combination of factors,
may cause results to differ materially from those contained in any forward
looking statement. Any forward looking statement speaks only as of the date of
this report and we do not undertake any obligation, other than as may be
required under the Federal securities laws, to update any forward looking
statements to reflect events or circumstances after the date of such statement
or to reflect the occurrence of unanticipated events.
41
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes since December 31, 2003. Please refer
to "Item 7A: Quantitative and Qualitative Disclosures About Market Risk" in our
Annual Report on Form 10-K.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures. Based on their evaluation
as of March 31, 2004, our principal executive officers and principal financial
officer have concluded that Scottish Re's disclosure controls and procedures (as
defined in Rules 13a-14(c) and 15d-14(c) under the Securities and Exchange Act
of 1934 (the "Exchange Act")) are effective to ensure that information required
to be disclosed by Scottish Re Group Limited in reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission rules and
forms.
Changes in internal controls. There have been no changes in internal
control over financial reporting that occurred during the quarter ended March
31, 2004 that have materially affected, or are reasonably likely to materially
affect, Scottish Re's internal control over financial reporting.
42
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not currently involved in any material litigation or
arbitration.
Item 2. Changes in Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
43
Item 4. Submission of Matters to a Vote of Securities Holders
Not applicable.
44
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
Except as otherwise indicated, the following Exhibits are filed herewith
and made a part hereof:
3.1 Memorandum of Association of Scottish Re Group Limited, as amended
as of December 14, 2001 (incorporated herein by reference to
Scottish Re Group Limited's Current Report on Form 8-K/A).(6)
3.2 Articles of Association of Scottish Re Group Limited, as amended as
of May 2, 2002 (incorporated herein by reference to Scottish Re
Group Limited 's Current Report on Form 8-K filed with the SEC on
April 14, 2003).
4.1 Specimen Ordinary Share Certificate (incorporated herein by
reference to Exhibit 4.1 to Scottish Re Group Limited's Registration
Statement on Form S-1).(1)
4.2 Form of Amended and Restated Class A Warrant (incorporated herein by
reference to Exhibit 4.2 to Scottish Re Group Limited's Registration
Statement on Form S-1).(1)
4.3 Form of Amended and Restated Class B Warrant (incorporated herein by
reference to Exhibit 4.3 to Scottish Re Group Limited's Registration
Statement on Form S-1).(1)
4.4 Form of Securities Purchase Agreement for the Class A Warrants
(incorporated herein by reference to Exhibit 4.4 to Scottish Re
Group Limited's Registration Statement on Form S-1).(1)
4.5 Form of Warrant Purchase Agreement for the Class B Warrants
(incorporated herein by reference to Exhibit 4.5 to Scottish Re
Group Limited's Registration Statement on Form S-1).(1)
4.6 Form of Securities Purchase Agreement between Scottish Re Group
Limited and the Shareholder Investors (incorporated herein by
reference to Exhibit 4.10 to Scottish Re Group Limited's
Registration Statement on Form S-1).(1)
4.7 Form of Securities Purchase Agreement between Scottish Re Group
Limited and the Non-Shareholder Investors (incorporated herein by
reference to Exhibit to Scottish Re Group Limited's Registration
Statement on Form S-1).(1)
45
4.8 Purchase Contract Agreement, dated December 17, 2003, by and among
the Scottish Re Group Limited and JPMorgan Chase Bank, as purchase
contract agent and collateral agent (incorporated herein by
reference to the Scottish Re Group Limited's Current Report on form
8-K). (10)
4.9 Pledge Agreement, dated as of December 17, 2003, by and among the
Scottish Re Group Limited and JPMorgan Chase Bank, as collateral
agent and custodial Agent, purchase contract agent, and securities
intermediary (incorporated herein by reference to the Scottish Re
Group Limited's Current Report on form 8-K). (10)
4.10 Remarketing Agreement, dated as of December 17, 2003, by and among
the Scottish Re Group Limited and Bear, Stearns & Co. Inc., as
remarketing agent (incorporated herein by reference to the Scottish
Re Group Limited's Current Report on form 8-K). (10)
4.11 Certificate of Designations of Convertible Preferred Shares of the
Scottish Re Group Limited (incorporated herein by reference to the
Scottish Re Group Limited's Current Report on form 8-K). (10)
10.1 Employment Agreement dated June 18, 1998 between Scottish Re Group
Limited and Michael C. French (incorporated herein by reference to
Exhibit 10.1 to Scottish Re Group Limited 's Registration Statement
on Form S-1).(1)(14)
10.2 Second Amended and Restated 1998 Stock Option Plan effective October
22, 1998 (incorporated herein by reference to Exhibit 10.3 to
Scottish Re Group Limited's Registration Statement on Form
S-1).(1)(14)
10.3 Form of Stock Option Agreement in connection with 1998 Stock Option
Plan (incorporated herein by reference to Exhibit 10.4 to Scottish
Re Group Limited's Registration Statement on Form S-1).(1)(14)
10.4 Investment Management Agreement dated October 22, 1998 between
Scottish Re Group Limited and General Re-New England Asset
Management, Inc. (incorporated herein by reference to Exhibit 10.14
to Scottish Re Group Limited's Registration Statement on Form
S-1).(1)
10.5 Form of Omnibus Registration Rights Agreement (incorporated herein
by reference to Exhibit 10.17 to Scottish Re Group Limited's
Registration Statement on Form S-1).(1)
10.6 1999 Stock Option Plan (incorporated herein by reference to Exhibit
10.14 to Scottish Re Group Limited's 1999 Annual Report on Form
10-K).(2)(14)
10.7 Form of Stock Options Agreement in connection with 1999 Stock Option
Plan (incorporated herein by reference to Exhibit 10.15 to Scottish
Re Group Limited s 1999 Annual Report on Form 10-K).(2)(14)
10.8 Employment Agreement dated September 18, 2000 between Scottish Re
(U.S.), Inc. and Oscar R. Scofield (incorporated herein by reference
to Exhibit 10.16 to Scottish Re Group Limited's 2000 Annual Report
on Form 10-K).(3)(14)
46
10.9 Share Purchase Agreement by and between Scottish Re Group Limited
and Pacific Life dated August 6, 2001 (incorporated by reference to
Scottish Re Group Limited's Current Report on Form 8-K).(7)
10.10 Amendment No. 1, dated November 8, 2001, to Share Purchase Agreement
dated August 6, 2001 by and between Scottish Re Group Limited and
Pacific Life (incorporated by reference to the Company's Current
Report on Form 8-K).(5)
10.11 2001 Stock Option Plan (incorporated herein by reference to Exhibit
10.17 to Scottish Re Group Limited's 2001 Annual Report on Form
10-K). (4)(14)
10.12 Form of Nonqualified Stock Option Agreement in connection with 2001
Stock Option Plan. (incorporated herein by reference to Exhibit
10.17 to Scottish Re Group Limited's 2001 Annual Report on Form
10-K). (4)(14)
10.13 Service Agreement dated December 31, 2001 between Scottish Re
Holdings Limited and Paul Andrew Bispham.(4)(14)
10.14 Registration Rights Agreement dated December 31, 2001 between
Scottish Re Group Limited and Pacific Life (incorporated by
reference to Scottish Re Group Limited's Current Report on Form
8-K).(5)
10.15 Stockholder Agreement dated December 31, 2001 between Scottish Re
Group Limited and Pacific Life (incorporated by reference to
Scottish Re Group Limited's Current Report on Form 8-K).(5)
10.16 Tax Deed of Covenant dated December 31, 2001 between Scottish Re
Group Limited and Pacific Life (incorporated by reference to
Scottish Re Group Limited's Current Report on Form 8-K).(5)
10.17 Letter Agreement dated December 28, 2001 between Scottish Re Group
Limited and Pacific Life (incorporated by reference to Scottish Re
Group Limited's Current Report on Form 8-K).(5)
10.18 Form of Indemnification Agreement between Scottish Re Group Limited
and each of its directors and officers (incorporated by reference to
Scottish Re Group Limited's Amended Quarterly Report on Form 10-Q/A
for the period ended September 30, 2002).(8)(14)
10.19 Employment Agreement dated July 1, 2002 between Scottish Annuity &
Life Insurance Company (Cayman) Ltd. and Thomas A. McAvity, Jr.
(incorporated by reference to Scottish Re Group Limited's Amended
Quarterly Report on Form 10-Q/A for the period ended September 30,
2002).(8)(14)
10.20 Employment Agreement dated June 1, 2002 between Scottish Re Group
Limited and Paul Goldean. (2)(14)
10.21 Employment Agreement dated July 1, 2002 between Scottish Re Group
Limited and Elizabeth Murphy (incorporated by reference to Scottish
Re Group Limited's Amended Quarterly Report on Form 10-Q/A for the
period ended September 30, 2002).(8)(14)
47
10.22 Employment Agreement dated June 1, 2002 between Scottish Re Group
Limited and Clifford J. Wagner (incorporated by reference to
Scottish Re Group Limited's Amended Quarterly Report on Form 10-Q/A
for the period ended September 30, 2002).(8)(14)
10.23 Employment Agreement dated July 8, 2002 between Scottish Re Group
Limited and Scott E. Willkomm (incorporated by reference to Scottish
Re Group Limited's Amended Quarterly Report on Form 10-Q/A for the
period ended September 30, 2002).(8)(14)
10.24 Employment Agreement dated February 10, 2003 between Scottish Re
Group Limited and Michael C. French (incorporated herein by
reference to Scottish Re Group Limited's 2002 Annual Report on Form
10-K). (12)(1)
10.25 Employment Agreement dated February 10, 2003 between Scottish Re
(U.S), Inc. and Oscar R. Scofield (incorporated herein by reference
to Scottish Re Group Limited's 2002 Annual Report on Form 10-K).
(12)(14)
10.26 Amended employment Agreement dated February 10, 2003 between
Scottish Re Group Limited and Thomas A. McAvity (incorporated herein
by reference to Scottish Re Group Limited's 2002 Annual Report on
Form 10-K). (12)(14)
10.27 Indenture, dated November 22, 2002, between Scottish Re Group
Limited and The Bank of New York (incorporated herein by reference
to Scottish Re Group Limited's Registration Statement on Form S-3).
(9)
10.28 Registration Rights Agreement, dated November 22, 2002, between
Scottish Re Group Limited and Bear Stearns & Co. and Putnam Lovell
Securities Inc. (incorporated herein by reference to Scottish Re
Group Limited's Registration Statement on Form S-3). (9)
10.29 Employment Agreement dated May 1, 2003 between Scottish Re Holdings
Limited and David Huntley. (incorporated herein by reference to
Scottish Re Group Limited's Quarterly Report on Form 10-Q for the
period ended June 30, 2003). (13)(14)
10.30 Stock Purchase Agreement, dated as of October 24, 2003, by and among
Scottish Re Group Limited, Scottish Holdings, Inc. and Employers
Reinsurance Corporation (incorporated herein by reference to the
Scottish Re Group Limited's Current Report on form 8-K). (11)
10.31 Tax Matters Agreement, dated as of January 22, 2003, by and among
Scottish Re Group Limited, Scottish Holdings, Inc. and Employers
Reinsurance Corporation (incorporated herein by reference to the
Scottish Re Group Limited's Current Report on form 8-K). (11)
10.32 Transition Services Agreement, dated as of January 22, 2003, by and
among Scottish Holdings, Inc. and Employers Reinsurance Corporation
(incorporated herein by reference to the Scottish Re Group Limited's
Current Report on form 8-K). (11)
10.33 Employment Agreement dated April 21, 2004, by and among Scottish
Holdings, Inc. and Seth W. Vance. (14)
48
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
31.3 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
----------------
(1) Scottish Re Group Limited's Registration Statement on Form S-1 was
filed with the SEC on June 19, 1998, as amended.
(2) Scottish Re Group Limited's 1999 Annual Report on Form 10-K was
filed with the SEC on April 3, 2000.
(3) Scottish Re Group Limited's 2000 Annual Report on Form 10-K was
filed with the SEC on March 30, 2001.
(4) Scottish Re Group Limited's 2001 Annual Report on Form 10-K was
filed with the SEC on March 5, 2002.
(5) Scottish Re Group Limited's Current Report on Form 8-K was filed
with the SEC on December 31, 2001.
(6) Scottish Re Group Limited's Current Report on Form 8-K/A was filed
with the SEC on January 11, 2002.
(7) Scottish Re Group Limited's Current Report on Form 8-K was filed
with the SEC on August 9, 2001.
(8) Scottish Re Group Limited's Amended Quarterly Report on Form 10-Q/A
was filed with the SEC on August 8, 2002.
(9) Scottish Re Group Limited's Registration Statement on Form S-3 was
filed with the SEC on January 31, 2003, as amended.
(10) Scottish Re Group Limited's Current Report on Form 8-K was filed
with the SEC on December 17, 2003.
49
(11) Scottish Re Group Limited's Current Report on Form 8-K was filed
with the SEC on January 6, 2004.
(12) Scottish Re Group Limited's 2002 Annual Report on Form 10-K was
filed with the SEC on March 31, 2003.
(13) Scottish Re Group Limited's Quarterly Report on Form 10-Q was filed
with the SEC on August 12, 2003.
(14) This exhibit is a management contract or compensatory plan or
arrangement.
B. Reports on Form 8-K
The following reports on Form 8-K were filed during the three month period
ended March 31, 2004.
Scottish Re filed a report on Form 8-K on January 6, 2004 to report under
Items 2 (Acquisition or Disposition of Assets) and 7 (Financial Statements, Pro
Forma Financial Information and Exhibits) that on December 22, 2003, it had
completed the acquisition of 95% of the outstanding capital stock of ERC Life
Corporation, which we have renamed Scottish Re Life Corporation, from ERC
pursuant to a Stock Purchase Agreement by and among Scottish Re, Scottish
Holdings, Inc. and ERC dated as of October 24, 2003.
Scottish Re filed a report on Form 8-K on February 24, 2004 to report under
Items 7 (Financial Statements, Pro Forma Financial Information and Exhibits) and
12 (Results of Operations and Financial Condition) Scottish Re's financial
results for the year ended December 31, 2003.
Scottish Re filed a report on Form 8-K/A on March 5, 2004 to report under
Item 7 (Financial Statements, Pro Forma Financial Information and Exhibits)
certain financial statements and information relating to Scottish Re Life
Corporation.
50
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 RE GROUP LIMITED
Date: May 10 , 2004 By: /s/ Scott E. Willkomm
Scott E. Willkomm
President
Date: May 10, 2004 By: /s/ Michael C. French
Michael C. French
Chief Executive Officer
Date: May 10, 2004 By: /s/ Elizabeth A. Murphy
Elizabeth A. Murphy
Chief Financial Officer
51
Exhibit 31.1
CERTIFICATION
I, Michael C. French, Chief Executive Officer of Scottish Re Group Limited
certify that:
1. I have reviewed this quarterly report on Form 10-Q of Scottish Re Group
Limited ("the registrant");
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and
have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such
evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
52
Exhibit 31.1
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: May 10, 2004
/s/ Michael C. French
- -----------------------
Michael C. French
Chief Executive Officer
53
Exhibit 31.2
CERTIFICATION
I, Scott E. Willkomm, President of Scottish Re Group Limited certify that:
1. I have reviewed this quarterly report on Form 10-Q of Scottish Re Group
Limited (the "registrant");
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and
have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such
evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
54
Exhibit 31.2
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: May 10, 2004
/s/ Scott E. Willkomm
Scott E. Willkomm
President
55
Exhibit 31.3
CERTIFICATION
I, Elizabeth A. Murphy, Chief Financial Officer of Scottish Re Group
Limited certify that:
1. I have reviewed this quarterly report on Form 10-Q of Scottish Re Group
Limited (the "registrant");
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and
have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such
evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
56
Exhibit 31.3
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: May 10, 2004
/s/ Elizabeth A. Murphy
Elizabeth A. Murphy
Chief Financial Officer
57
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Scottish Re Group Limited (the
"Company") on Form 10-Q for the quarterly period ended March 31, 2004 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Michael C. French, Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act
of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of
operations of the Company.
/s/ Michael C. French
- ----------------------
Michael C. French
Chief Executive Officer
May 10, 2004
A signed original of this written statement required by Section 906 has
been provided to Scottish Re Group Limited and will be retained by Scottish Re
Group Limited and furnished to the Securities and Exchange Commission or its
staff upon request.
58
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Scottish Re Group Limited (the
"Company") on Form 10-Q for the quarterly period ended March 31, 2004 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Scott E. Willkomm, President of the Company, certify, pursuant to 18 U.S.C.
ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of
operations of the Company.
/s/ Scott E. Willkomm
- ---------------------
Scott E. Willkomm
President
May 10, 2004
A signed original of this written statement required by Section 906 has
been provided to Scottish Re Group Limited and will be retained by Scottish Re
Group Limited and furnished to the Securities and Exchange Commission or its
staff upon request.
59
Exhibit 32.3
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Scottish Re Group Limited (the
"Company") on Form 10-Q for the quarterly period ended March 31, 2004 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Elizabeth A. Murphy, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of
operations of the Company.
/s/ Elizabeth A. Murphy
- ------------------------
Elizabeth A. Murphy
Chief Financial Officer
May 10, 2004
A signed original of this written statement required by Section 906 has
been provided to Scottish Re Group Limited and will be retained by Scottish Re
Group Limited and furnished to the Securities and Exchange Commission or its
staff upon request.
60