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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 SEPTEMBER 30, 2003
or
| | 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 001-31341
PLATINUM UNDERWRITERS HOLDINGS, LTD.
------------------------------------
(Exact name of Registrant as specified in its charter)
Bermuda Not Applicable
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
The Belvedere Building
69 Pitts Bay Road
Pembroke, Bermuda HM 08
(Address of principal executive offices) (Zip Code)
(441) 295-7195
-----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
---------------------------------------------------------
(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 November 12, 2003, there were outstanding 43,024,000 common shares, par
value $0.01 per share, of the Registrant.
PLATINUM UNDERWRITERS HOLDINGS, LTD.
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2003
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Platinum Underwriters Holdings, Ltd. and Subsidiaries
Consolidated Balance Sheets as of September 30, 2003 (Unaudited) and
December 31, 2002.............................................................................. 1
Consolidated Statements of Income and Comprehensive Income for the Three and
Nine Months Ended September 30, 2003 (Unaudited)............................................... 2
Consolidated Statements of Changes in Shareholders' Equity for the Three and
Nine Months Ended September 30, 2003 (Unaudited)............................................... 3
Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2003 (Unaudited).... 4
Notes to Condensed Consolidated Financial Statements (Unaudited)................................. 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations for
the Three and Nine Months Ended September 30, 2003...................................... 11
Item 3. Quantitative and Qualitative Disclosures about Market Risk................................ 22
Item 4. Controls and Procedures................................................................... 23
PART II - OTHER INFORMATION
Item 1. Legal Proceedings......................................................................... 24
Item 2. Changes in Securities and Use of Proceeds................................................. 24
Item 3. Defaults Upon Senior Securities........................................................... 24
Item 4. Submission of Matters to a Vote of Security Holders....................................... 24
Item 5. Other Information......................................................................... 26
Combined Financial Data of Reinsurance Underwriting Segment of The St. Paul Companies, Inc.
(Predecessor)
Combined Statement of Underwriting Results for the Three and Nine Months Ended September 30,
2002 (Unaudited)............................................................................. 27
Combined Statement of Identifiable Underwriting Cash Flows for the Three and Nine Months Ended
September 30, 2002 (Unaudited)............................................................... 27
Notes to Combined Statements of September 30, 2002 (Unaudited)................................. 28
Item 6. Exhibits and Reports on Form 8-K.......................................................... 32
(a) Exhibits.................................................................................... 32
(b) Reports on Form 8-K......................................................................... 32
SIGNATURES........................................................................................... 33
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
As of September 30, 2003 and December 31, 2002
($ in thousands, except share data)
(Unaudited)
September 30, December 31,
2003 2002
---------- ----------
ASSETS
Fixed maturities available-for-sale at fair value
(amortized cost - $1,580,026, and $1,052,923, respectively) $1,613,232 $1,065,216
Cash and cash equivalents 143,453 281,486
Accrued investment income 21,360 9,993
Reinsurance premiums receivable 478,284 5,599
Reinsurance recoverable on ceded losses and loss adjustment expenses 2,820 --
Prepaid reinsurance premiums 7,244 --
Amounts receivable from The St. Paul Companies, Inc. 19 162,908
Funds held by ceding companies 58,520 54,902
Deferred acquisition costs 89,062 49,332
Deferred taxes 7,283 --
Other assets 14,355 15,451
---------- ----------
Total assets $2,435,632 $1,644,887
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Unpaid losses and loss adjustment expenses $ 660,790 $ 281,659
Unearned premiums 358,995 191,016
Reinsurance deposit liabilities 5,790 23,661
Debt obligations 137,500 137,500
Ceded premiums payable 10,505 --
Commissions payable 155,724 37,562
Income taxes payable 29,544 --
Deferred taxes -- 6,496
Other liabilities 49,778 45,747
---------- ----------
Total liabilities 1,408,626 723,641
---------- ----------
Shareholders' Equity
Preferred shares, $.01 par value, 25,000,000 shares authorized,
no shares issued or outstanding -- --
Common shares, $.01 par value, 200,000,000 shares authorized, 43,024,000
and 43,004,000 shares issued and outstanding, respectively 430 430
Additional paid-in capital 908,864 903,797
Accumulated other comprehensive income 26,589 10,581
Retained earnings 91,123 6,438
---------- ----------
Total shareholders' equity 1,027,006 921,246
---------- ----------
Total liabilities and shareholders' equity $2,435,632 $1,644,887
========== ==========
See accompanying notes to condensed consolidated financial statements.
- 1 -
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
Consolidated Statements of Income and Comprehensive Income (Unaudited)
For the Three and Nine Months Ended September 30, 2003
($ in thousands, except per share data)
Three Months Nine Months
Ended Ended
September 30, September 30,
2003 2003
-------- --------
Revenue:
Net premiums earned $272,265 $789,711
Net investment income 14,780 42,414
Net realized capital gains 1,508 2,771
Other income 544 4,444
-------- --------
Total revenue 289,097 839,340
-------- --------
Expenses:
Losses and loss adjustment expenses 157,208 452,813
Acquisition expenses 60,408 172,503
Operating expenses 18,499 71,663
Net foreign currency exchange (gain) losses (1,356) 3,456
Interest expense 2,444 7,150
-------- --------
Total expenses 237,203 707,585
-------- --------
Income before income tax expense 51,894 131,755
Income tax expense 14,077 36,747
-------- --------
Net income $ 37,817 $ 95,008
======== ========
Earnings per share:
Basic earnings per share $ 0.88 $ 2.21
Diluted earnings per share $ 0.81 $ 2.04
Comprehensive income:
Net income $ 37,817 $ 95,008
Other comprehensive income:
Net change in unrealized gains on available-for-sale securities,
net of deferred taxes (11,984) 16,008
-------- --------
Comprehensive income $ 25,833 $111,016
-------- --------
Shareholder dividends:
Dividends declared $ 3,443 $ 10,323
Dividends declared per share $ 0.08 $ 0.24
See accompanying notes to condensed consolidated financial statements.
- 2 -
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
For the Three and Nine Months Ended September 30, 2003
($ in thousands)
Three Months Nine Months
Ended Ended
September 30, September 30,
2003 2003
---------- ----------
Preferred shares:
Balances at beginning and end of period $ -- $ --
---------- ----------
Common shares:
Balance at beginning of period 430 430
Sale of common shares -- --
---------- ----------
Balances at end of period 430 430
---------- ----------
Additional paid-in-capital:
Balance at beginning of period 908,136 903,797
Sale of common shares 520 520
Stock based compensation expense 208 4,547
---------- ----------
Balances at end of period 908,864 908,864
---------- ----------
Accumulated other comprehensive income:
Balance at beginning of periods 38,573 10,581
Net change in unrealized gains on available-for-sale securities, net
of deferred taxes (11,984) 16,008
---------- ----------
Balances at end of period 26,589 26,589
---------- ----------
Retained earnings:
Balance at beginning of period 56,749 6,438
Net income 37,817 95,008
Dividends paid to shareholders (3,443) (10,323)
---------- ----------
Balances at end of period 91,123 91,123
---------- ----------
Total shareholders' equity $1,027,006 $1,027,006
---------- ----------
See accompanying notes to condensed consolidated financial statements.
- 3 -
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
Consolidated Statement of Cash Flows (Unaudited)
For the Nine Months Ended September 30, 2003
($ in thousands)
Operating Activities:
Net income $ 95,008
Adjustments to reconcile net income to cash used in operations:
Depreciation and amortization 16,524
Net realized gain on investments (2,771)
Stock based compensation 4,547
Changes in assets and liabilities:
Increase in accrued investment income (11,367)
Increase in reinsurance premiums receivable (472,685)
Decrease in amounts receivable from The St. Paul Companies, Inc. 162,889
Increase in funds held by ceding companies (3,618)
Increase in deferred acquisition costs (39,730)
Increase in net unpaid losses and loss adjustment expenses 376,311
Increase in net unearned premiums 160,735
Increase in commissions payable 118,162
Increase in income taxes payable 29,544
Decrease in deferred taxes (18,682)
Decrease in reinsurance deposit liabilities (17,871)
Increase in ceded premiums payable 10,505
Decrease in other assets and liabilities (390)
---------
Net cash provided by operating activities 407,111
---------
Investing Activities:
Proceeds from fixed maturities sold 346,782
Proceeds from fixed maturities matured 114,006
Fixed maturities acquired (996,129)
---------
Net cash used in investing activities (535,341)
---------
Financing Activities:
Dividends paid to shareholders (10,323)
Proceeds from sale of common shares 520
---------
Net cash used in financing activities (9,803)
---------
Net decrease in cash and cash equivalents (138,033)
Cash and cash equivalents at beginning of period 281,486
---------
Cash and cash equivalents at end of period $ 143,453
=========
Supplemental disclosures of cash flow information:
Income taxes paid $ 25,797
Interest paid 7,620
See accompanying notes to condensed consolidated financial statements.
- 4 -
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2003
NOTE 1 BASIS OF PRESENTATION
The condensed consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America ("U.S. GAAP") and include the accounts of Platinum Underwriters
Holdings, Ltd. and its subsidiaries (the "Company"), including Platinum Re (UK)
Limited, Platinum Underwriters Bermuda, Ltd. ("Platinum Bermuda"), Platinum
Underwriters Finance, Inc., Platinum Regency Holdings and Platinum Underwriters
Reinsurance, Inc. ("Platinum US"). All material inter-company transactions have
been eliminated in preparing these consolidated financial statements. The
amounts included in this report as of and for the three and nine months ended
September 30, 2003 are unaudited and include those adjustments, consisting of
normal recurring items, that management considers necessary for a fair
presentation under U.S. GAAP. These consolidated financial statements should be
read in conjunction with the consolidated financial statements and related notes
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2002.
The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could materially differ from these
estimates. The results of operations for any interim period are not necessarily
indicative of results for the full year.
In November 2002, Platinum Underwriters Holdings, Ltd. ("Platinum
Holdings") completed an initial public offering of 33,044,000 common shares.
Concurrent with the public offering, Platinum Holdings sold 6,000,000 common
shares to The St. Paul Companies, Inc. ("St. Paul") and 3,960,000 common shares
to RenaissanceRe Holdings Ltd. ("RenaissanceRe") in private placements. In
addition to the common shares issued, the Company issued equity security units,
consisting of a contract to purchase common shares in 2005 and an ownership
interest in a senior note due 2007. Also, concurrent with these transactions,
the Company and St. Paul entered into several agreements for the transfer of
continuing reinsurance business and certain related assets of St. Paul. Among
these agreements were quota share retrocession agreements effective November 2,
2002 under which the Company assumed from St. Paul unpaid losses and loss
adjustment expenses ("LAE"), unearned premiums and certain other liabilities on
reinsurance contracts becoming effective in 2002 (the "Quota Share Retrocession
Agreements").
Stock-Based Compensation
Pursuant to the provisions of Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), the Company has
elected to continue using the intrinsic value method of accounting for
stock-based awards granted to employees established by Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25").
Under APB 25, if the exercise price of the Company's employee share options is
equal to or greater than the fair market value of the underlying shares on the
date of the grant, no compensation expense is recorded. The Company intends to
adopt SFAS 123 in the fourth quarter of 2003.
Had the Company calculated and recorded compensation expense for share
option grants based on the "fair value" method described in SFAS 123, net income
and earnings per share, net of tax, for the three and nine months ended
September 30, 2003 would have been the pro forma amounts as indicated below ($
in thousands, except per share data):
- 5 -
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
September 30, 2003
Three Months Nine Months
Ended Ended
September 30, September 30,
2003 2003
---------- ----------
Stock-based compensation expense:
As reported $ 208 $ 4,547
Pro forma 1,798 13,273
Net income:
As reported $37,817 $95,008
Pro forma 36,227 86,282
Basic earnings per share:
As reported $ 0.88 $ 2.21
Pro forma 0.84 2.01
Diluted earnings per share:
As reported $ 0.81 $ 2.04
Pro forma 0.77 1.86
On May 13, 2003 the Company entered into a Separation and Consulting
Agreement with its former President and Chief Executive Officer pursuant to
which the Company paid him $4,950,000 and on June 1, 2003 fully vested his
option to purchase 975,000 of the Company's common shares with an exercise
period of five years. The differential between the option price and the market
value of 975,000 common shares on May 13, 2003 of $4,339,000 was recognized as
compensation expense with a corresponding credit to additional paid in capital.
New Accounting Pronouncements
In December 2002, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure" ("SFAS 148"). SFAS 148 amends SFAS 123
to provide alternative methods for an entity that voluntarily changes to the
fair value method of accounting for stock-based employee compensation. The
Company intends to adopt SFAS 148 in the fourth quarter of 2003. The adoption of
SFAS 148 is not expected to have a material effect upon the financial condition
of the Company or its results of operations.
In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity" ("SFAS 150".)
SFAS 150 requires that an entity classify as liabilities or assets financial
instruments issued in the form of shares that are mandatorily redeemable;
certain financial instrument obligations to repurchase the entity's shares by
transferring assets; and financial instruments representing certain obligations
to issue variable number of shares. SFAS 150 is not expected to have a material
effect upon the financial condition of the Company or its results of operations.
NOTE 2 INVESTMENTS
Investments classified as available-for-sale are carried at fair value as
of the balance sheet date. Net change in unrealized investment gains for the
three and nine months ended September 30, 2003 were as follows ($ in thousands):
- 6 -
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
September 30, 2003
Three Months Nine Months
Ended Ended
September 30, September 30,
2003 2003
---------- ----------
Fixed maturities $(15,654) $20,913
Less - deferred taxes 3,670 (4,905)
-------- -------
Net change in unrealized gains $(11,984) $16,008
-------- -------
Investments with a carrying value of $465,613,000 and cash and cash
equivalents of $20,016,000 at September 30, 2003 were held in trust as security
for an equivalent amount of liabilities ceded by St. Paul to the Company under
the Quota Share Retrocession Agreements.
Net unrealized gains declined from $26,589,000 as of September 30, 2003 to
$10,364,000 as of October 31, 2003.
NOTE 3 EARNINGS PER SHARE
Following is a reconciliation of the basic and diluted earnings per share
computations for the three and nine months ended September 30, 2003 (amounts in
thousands, except per share data):
Weighted
Average Shares Earnings
Net Income Outstanding Per Share
---------- ----------- ---------
Three Months Ended September 30, 2003:
Basic earnings per share:
Income available to common shareholders $37,817 43,022 $0.88
Effect of dilutive securities:
Share options -- 767
Equity Security Units 1,628 5,087
Diluted earnings per share:
------- ------
Income available to common shareholders $39,445 48,876 $0.81
------- ------
Nine Months Ended September 30, 2003:
Basic earnings per share:
Income available to common shareholders $95,008 43,012 $2.21
Effect of dilutive securities:
Share options -- 572
Equity Security Units 4,743 5,320
Diluted earnings per share:
------- ------
Income available to common shareholders $99,751 48,904 $2.04
------- ------
NOTE 4 OPERATING SEGMENT INFORMATION
The Company conducts its worldwide reinsurance business through three
operating segments:
- 7 -
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
September 30, 2003
Property and Marine, Casualty and Finite Risk. The Property and Marine operating
segment includes principally property and marine reinsurance coverages that are
written both in the United States and international markets. This business
consists of catastrophe excess-of-loss reinsurance treaties, property per risk
excess-of-loss treaties and property proportional treaties. The Casualty
operating segment includes principally reinsurance treaties that cover umbrella
liability, general liability, professional liability, workers' compensation and
automobile liability. This segment also includes accident and health reinsurance
treaties, which are predominantly reinsurance of health insurance products. The
Finite Risk operating segment includes principally structured reinsurance
contracts with ceding companies whose needs may not be met efficiently through
traditional reinsurance products.
The following table summarizes underwriting activity and ratios for the
operating segments together with a reconciliation of underwriting income to
income before income taxes for the three and nine months ended September 30,
2003 ($ in thousands):
Property Finite
and Marine Casualty Risk Total
---------- -------- ---- -----
Three Months Ended September 30, 2003:
Net premiums written $77,114 134,991 69,211 $281,316
------- ------- ------ --------
Net premiums earned 81,113 106,298 84,854 272,265
Losses and LAE 41,237 71,052 44,919 157,208
Acquisition expenses 9,930 29,465 21,013 60,408
Other underwriting expenses 7,412 5,065 2,616 15,093
------- ------- ------ --------
Segment underwriting income $22,534 716 16,306 $ 39,556
------- ------- ------
Corporate expenses not allocated to segments (3,406)
Net foreign currency exchange gains 1,356
Interest expense (2,444)
Net investment income, net realized capital
gains and other income 16,832
------
Income before income tax expense $ 51,894
--------
Ratios:
Losses and LAE 50.8% 66.8% 52.9% 57.7%
Acquisition expense 12.2% 27.7% 24.8% 22.2%
Other underwriting expenses 9.1% 4.8% 3.1% 5.5%
------- ------- ------ --------
Combined 72.1% 99.3% 80.8% 85.4%
------- ------- ------ --------
- 8 -
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
September 30, 2003
Property
and Finite
Marine Casualty Risk Total
------ -------- ---- -----
Nine Months Ended September 30, 2003:
Net premiums written $278,369 381,005 289,277 $948,651
--------- --------- --------- ---------
Net premiums earned 265,052 289,975 234,684 789,711
Losses and LAE 135,292 199,489 118,032 452,813
Acquisition expenses 38,734 74,943 58,826 172,503
Other underwriting expenses 28,243 14,225 9,485 51,953
--------- --------- --------- ---------
Segment underwriting income $62,783 1,318 48,341 $112,442
--------- --------- ---------
Corporate expenses not allocated to segments (19,710)
Net foreign currency exchange loss (3,456)
Interest expense (7,150)
Net investment income, net realized capital
gains and other income 49,629
---------
Income before income tax expense $131,755
---------
Ratios:
Losses and LAE 51.0% 68.8% 50.3% 57.3%
Acquisition expense 14.6% 25.8% 25.1% 21.8%
Other underwriting expenses 10.7% 4.9% 4.0% 6.6%
--------- --------- --------- ---------
Combined 76.3% 99.5% 79.4% 85.7%
--------- --------- --------- ---------
NOTE 5 LEASE COMMITMENTS
In July 2003, Platinum US entered into a non-cancelable operating lease
for office space. Future minimum annual lease commitments under various
non-cancelable operating leases for the Company's office facilities, which
expire at various dates through 2013, are as follows: ( $in thousands):
Years Ending December 31,
2003 $ 370
2004 1,301
2005 2,297
2006 2,284
2007 1,786
2008 1,860
Thereafter 4,836
--------
Total $14,734
--------
NOTE 6 RELATED PARTY TRANSACTIONS
Pursuant to the employment agreement between Gregory E.A. Morrison, the
Company's chief executive officer, and the Company, dated as of June 20, 2003,
Mr. Morrison purchased 20,000 common shares from the Company on July 30, 2003
for an aggregate purchase price of $520,000. These common shares were sold to
Mr. Morrison at a price of $26.00 per common share, which was the closing price
of
-9-
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
September 30, 2003
the common shares on the date prior to the date that the Company's Board of
Directors approved his employment agreement.
Renaissance Underwriting Managers Ltd. ("RUM"), a subsidiary of
RenaissanceRe, and Platinum Bermuda entered into an agreement whereby RUM will,
from time to time, provide referrals of treaty and facultative reinsurance
contracts to Platinum Bermuda for a fee. The fee is 1.0% of gross premiums
written for all pro-rata business, 2.5% of gross premiums written on all excess
of loss business, and 7.5% of the margin on all finite business. The business
referred is also subject to a profit commission.
RenaissanceRe and Platinum US entered into an indexed warranty excess of
loss reinsurance agreement covering qualifying losses of RenaissanceRe provided
that certain other events constituting a warranty also occur. The premium to be
paid by RenaissanceRe to Platinum US is $3,000,000.
-10-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003
BUSINESS OVERVIEW
Platinum Underwriters Holdings, Ltd. ("Platinum Holdings") is a Bermuda
insurance holding company. Platinum Holdings and its subsidiaries (the
"Company") operate through three licensed reinsurance subsidiaries: Platinum
Underwriters Reinsurance, Inc. ("Platinum US"), Platinum Re (UK) Limited
("Platinum UK") and Platinum Underwriters Bermuda, Ltd. ("Platinum Bermuda").
The Company provides property, casualty, marine, and finite reinsurance
coverages through reinsurance intermediaries to a diverse clientele of insurers
and select reinsurers on a worldwide basis.
The following discussion and analysis should be read in conjunction with
the consolidated financial statements and related notes thereto and management's
discussion and analysis of financial condition and results of operations
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2002. The Company's consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America ("U.S. GAAP").
In November 2002, Platinum Holdings completed an initial public offering
of 33,044,000 common shares. Concurrent with the public offering, Platinum
Holdings sold 6,000,000 common shares to The St. Paul Companies, Inc. ("St.
Paul") and 3,960,000 common shares to RenaissanceRe Holdings Ltd.
("RenaissanceRe") in private placements. In addition to the common shares
issued, the Company issued equity security units, consisting of a contract to
purchase common shares in 2005 and an ownership interest in a senior note due
2007. Also, concurrent with these transactions, the Company and St. Paul entered
into several agreements for the transfer of continuing reinsurance business and
certain related assets of St. Paul. Among these agreements were quota share
retrocession agreements effective November 2, 2002 under which the Company
assumed from St. Paul unpaid losses and loss adjustment expenses ("LAE"),
unearned premiums and certain other liabilities on reinsurance contracts
becoming effective in 2002 (the "Quota Share Retrocession Agreements").
RESULTS OF OPERATIONS
Platinum Holdings completed its initial public offering and assumed
certain rights and obligations of the reinsurance business from St. Paul in
November 2002. Consequently, the operations of the Company commenced in November
2002 and there are no periods in 2002 for comparison.
Net income for the three months ended September 30, 2003, June 30, 2003
and March 31, 2003 were $37,817,000, $26,605,000 and $30,586,000, respectively,
and $95,008,000 for the nine months ended September 30, 2003. Despite the
United States insurance industry incurring some significant catastrophe losses
in 2003, catastrophe losses in the Company's portfolio were relatively low and
most claims remained at the primary or ceding company level. Consequently, all
three quarters in 2003 were favorably impacted by a low level of catastrophe
losses. The Finite Risk segment also contributed significantly to net income in
all quarters of 2003 with underwriting income of $16,306,000, $24,144,000 and
$7,891,000 for the three months ended September 30, 2003, June 30, 2003 and
March 31, 2003, respectively. Net income for the three months ended June 30,
2003 includes a charge of $9,289,000 for expenses related to the separation and
consulting agreement with the Company's former chief executive officer.
-11-
Net premiums written for the three months ended September 30, 2003, June
30, 2003 and March 31, 2003 were $281,316,000, $307,243,000 and $360,091,000,
respectively and $948,651,000 for the nine months ended September 30, 2003. Net
premiums written declined from the first quarter, in part, because there were
fewer contracts incepting in the second and third quarters. Net premiums written
also declined in the third quarter because of moderate changes to estimates of
ultimate premium as well as the patterns by which such premiums are recorded.
Premiums written from reinsurance contracts are based partially on estimates and
are updated quarterly. Premiums written in 2003 include premiums from
reinsurance contracts incepting in 2003 and 2002, whereas net premiums written
in 2002 include only reinsurance contracts becoming effective in 2002.
Net premiums earned for the three months ended September 30, 2003, June
30, 2003 and March 31, 2003 were $272,265,000, $279,376,000 and $238,069,000,
respectively and $789,711,000 for the nine months ended September 30, 2003.
Similar to net premiums written, net premiums earned for the three months ended
September 30, 2003 declined from the prior quarter due to moderate changes to
estimates of ultimate premium. Net premiums earned as a percentage of net
premiums written for the three months ended September 30, 2003, June 30, 2003
and March 31, 2003 were 96.8%, 90.9% and 66.1%, respectively, and the increase
was the result of maturation of the book of business.
Net investment income for the three months ended September 30, 2003, June
30, 2003 and March 31, 2003 was $14,780,000, $13,431,000 and $14,203,000,
respectively and $42,414,000 for the nine months ended September 30, 2003. Net
investment income in the three months ended March 31, 2003 includes $1,357,000
of interest received from St. Paul on balances due relating to the Quota Share
Retrocession Agreements. Net investment income has increased during 2003 as the
Company's invested assets have increased. Net realized capital gains of
$1,508,000 and $2,771,000 for the three and nine months ended September 30,
2003, respectively, are the result of investment sale activity to manage the
credit quality and duration of the investment portfolio.
Other income for the three months ended September 30, 2003, June 30, 2003
and March 31, 2003 was $544,000, $2,749,000 and $1,151,000, respectively and
$4,444,000 for the nine months ended September 30, 2003, and represents earnings
on reinsurance contracts accounted for as deposits. The Finite Risk portfolio
has a small number of reinsurance contracts with limited risk transfer that
require deposit accounting, and consequently, earnings tend not to be consistent
from quarter to quarter.
Net foreign currency exchange gains and losses for the three months ended
September 30, 2003, June 30, 2003 and March 31, 2003 were $1,356,000,
$(4,736,000) and $(76,000), respectively and $(3,456,000) for the nine months
ended September 30, 2003. Losses in the three months ended March 31, 2003 and
June 30, 2003 resulted from the valuation in U.S. dollars of insurance
liabilities denominated in foreign currencies. Net gains in the three months
ended September 30, 2003 resulted from the revaluation of both insurance
liabilities and invested assets. During the three months ended September 30,
2003 the Company implemented a strategy to improve the matching of foreign
currency denominated assets and liabilities in order to minimize exposures to
foreign currency exchange rates.
Losses and LAE incurred for the three months ended September 30, 2003,
June 30, 2003 and March 31, 2003 were $157,208,000, $156,801,000 and
$138,803,000, respectively and $452,813,000 for the nine months ended September
30, 2003. Net paid losses for the three months ended September 30, 2003, June
30, 2003 and March 31, 2003 were $29,752,000, $41,687,000 and $7,982,000,
respectively. The ratios of losses and LAE incurred to premiums earned, also
referred to as loss ratio, were 57.7%, 56.1% and 58.3%, respectively and 57.3%
for the nine months ended September 30, 2003. While losses incurred for three
months ended September 30, 2003 and June 30, 2003 include provisions for various
catastrophe losses, each of the first three quarters of 2003 were favorably
impacted by a low level of catastrophe losses.
-12-
Acquisition expenses, including brokerage, commissions and other direct
underwriting expenses associated with underwriting activities, were $60,408,000,
$60,376,000 and $51,719,000 for the three months ended September 30, 2003, June
30, 2003 and March 31, 2003, respectively and $172,503,000 for the nine months
ended September 30, 2003. The resulting ratios of acquisition expenses to net
premiums earned for the three months ended September 30, 2003, June 30, 2003 and
March 31, 2003 were comparable at 22.2%, 21.6% and 21.7%, respectively and 21.8%
for the nine months ended September 30, 2003.
Operating expenses for the three months ended September 30, 2003, June 30,
2003 and March 31, 2003 were $18,499,000, $32,995,000 and $20,169,000,
respectively and $71,663,000 for the nine months ended September 30, 2003.
Operating expenses for the three months ended June 30, 2003 include a charge for
$9,289,000 for the expenses related to the separation and consulting agreement
with the Company's former chief executive officer. Operating expenses include
other underwriting expenses related to the reinsurance operations as well as
costs associated with the Bermuda holding company.
Interest expense for the three months ended September 30, 2003, June 30,
2003 and March 31, 2003 was $2,444,000, $2,238,000 and $2,468,000, respectively
and $7,150,000 for the nine months ended September 30, 2003, and relates to
amounts payable under the Company's equity security units which are classified
as debt obligations on the balance sheet.
Income tax expense for the three months ended September 30, 2003, June 30,
2003 and March 31, 2003 was $14,077,000, $12,324,000 and $10,346,000,
respectively and $36,747,000 for the nine months ended September 30, 2003. The
resulting effective tax rates were 27.1%, 31.7% and 25.3%, respectively and
27.9% for the nine months ended September 30, 2003. The effective tax rates for
2003 reflect the fact that a significant amount of the Company's income before
income tax expense was derived from the 2002 underwriting year assumed by
Platinum US and taxed at 35%. The effective tax rate for the three months ended
June 30, 2003 was also affected by expenses related to the separation and
consulting agreement with the Company's former chief executive officer that were
incurred by the Company's Bermuda holding company which, when combined with the
income before income tax expense from subsidiaries in taxable jurisdictions,
increased the effective tax rate.
SEGMENT INFORMATION
The Company conducts its worldwide reinsurance business through three
operating segments. The following table summarizes underwriting activity and
ratios for the three operating segments for the three months ended September 30,
2003, June 30, 2003 and March 31, 2003 and the nine months ended September 30,
2003 ( $in thousands):
Property
and Finite
Marine Casualty Risk Total
------ -------- ---- -----
Three months ended September 30, 2003:
Net premiums written $ 77,114 134,991 69,211 $ 281,316
--------- --------- --------- ---------
Net premiums earned 81,113 106,298 84,854 272,265
Losses and LAE 41,237 71,052 44,919 157,208
Acquisition expenses 9,930 29,465 21,013 60,408
Other underwriting expenses 7,412 5,065 2,616 15,093
--------- --------- --------- ---------
Segment underwriting income $ 22,534 716 16,306 $ 39,556
--------- --------- --------- ---------
-13-
Property
and Finite
Marine Casualty Risk Total
------ -------- ---- -----
Ratios:
Losses and LAE 50.8% 66.8% 52.9% 57.7%
Acquisition expense 12.2% 27.7% 24.8% 22.2%
Other underwriting expense 9.1% 4.8% 3.1% 5.5%
--------- --------- --------- ---------
Combined 72.1% 99.3% 80.8% 85.4%
--------- --------- --------- ---------
Three months ended June 30, 2003:
Net premiums written $ 83,487 132,320 91,436 $ 307,243
--------- --------- --------- ---------
Net premiums earned 94,006 105,951 79,419 279,376
Losses and LAE 52,469 74,530 29,802 156,801
Acquisition expenses 13,186 26,449 20,741 60,376
Other underwriting expenses 10,372 4,542 4,732 19,646
--------- --------- --------- ---------
Segment underwriting income $ 17,979 430 24,144 $ 42,553
--------- --------- --------- ---------
Ratios:
Losses and LAE 55.8% 70.3% 37.5% 56.1%
Acquisition expense 14.0% 25.0% 26.1% 21.6%
Other underwriting expense 11.0% 4.3% 6.0% 7.0%
--------- --------- --------- ---------
Combined 80.8% 99.6% 69.6% 84.7%
--------- --------- --------- ---------
Three months ended March 31, 2003:
Net premiums written $ 117,767 113,694 128,630 $ 360,091
--------- --------- --------- ---------
Net premiums earned 89,932 77,726 70,411 238,069
Losses and LAE 41,585 53,907 43,311 138,803
Acquisition expenses 15,618 19,029 17,072 51,719
Other underwriting expenses 10,459 4,618 2,137 17,214
--------- --------- --------- ---------
Segment underwriting income $ 22,270 172 7,891 $ 30,333
--------- --------- --------- ---------
Ratios:
Losses and LAE 46.2% 69.4% 61.5% 58.3%
Acquisition expense 17.4% 24.5% 24.2% 21.7%
Other underwriting expense 11.6% 5.9% 3.0% 7.2%
--------- --------- --------- ---------
Combined 75.2% 99.8% 88.7% 87.2%
--------- --------- --------- ---------
Nine months ended September 30, 2003:
Net premiums written $ 278,369 381,005 289,277 $ 948,651
--------- --------- --------- ---------
Net premiums earned 265,052 289,975 234,684 789,711
Losses and LAE 135,292 199,489 118,032 452,813
Acquisition expenses 38,734 74,943 58,826 172,503
Other underwriting expenses 28,243 14,225 9,485 51,953
--------- --------- --------- ---------
Segment underwriting income $ 62,783 1,318 48,341 $ 112,442
--------- --------- --------- ---------
-14-
Property
and Finite
Marine Casualty Risk Total
------ -------- ---- -----
Ratios:
Losses and LAE 51.0% 68.8% 50.3% 57.3%
Acquisition expense 14.6% 25.8% 25.1% 21.8%
Other underwriting expense 10.7% 4.9% 4.0% 6.6%
--------- --------- --------- ---------
Combined 76.3% 99.5% 79.4% 85.7%
--------- --------- --------- ---------
PROPERTY AND MARINE
The Property and Marine operating segment includes principally property
and marine reinsurance contracts written in the United States and international
markets. This business includes catastrophe excess-of-loss reinsurance treaties,
property per risk excess-of-loss treaties and property proportional treaties. A
single event can produce claims to a ceding company from multiple insureds. This
operating segment generated 27.4%, 27.1% and 32.7% of the Company's net premiums
written for the three months ended September 30, 2003, June 30, 2003 and March
31, 2003, respectively.
Net premiums written for the three months ended September 30, 2003, June
30, 2003 and March 31, 2003 were $77,114,000, $83,487,000 and $117,767,000,
respectively and $278,369,000 for the nine months ended September 30, 2003. Net
premiums written declined in the three months ended September 30, 2003 due in
part to moderate changes in estimates of ultimate premium as well as the
patterns by which such premiums are recorded. Additionally, net premiums written
declined as a result of the Company reducing its exposure to Northern European
and Japanese windstorms.
Net premiums earned for the three months ended September 30, 2003, June
30, 2003 and March 31, 2003 were $81,113,000, $94,006,000 and $89,932,000,
respectively and $265,052,000 for the nine months ended September 30, 2003. Net
premiums earned are consistent with the normal recognition of premiums earned
over the exposure periods for the business written.
The loss ratios for the three months ended September 30, 2003, June 30,
2003 and March 31, 2003 were 50.8%, 55.8% and 46.2%, respectively and 51.0% for
the nine months ended September 30, 2003. All periods benefited from a low level
of catastrophe losses. There were several significant catastrophe losses
affecting the industry during the three months ended September 30, 2003 and June
30, 2003, however, much of those losses remained at the primary or ceding
company level and, consequently, losses in our portfolio for that period were
also below our normal expectation. Additionally, losses in the three months
ended September 30, 2003 reflect better than expected profitability on the
property risk business underwritten in 2002.
Acquisition expenses for the three months ended September 30, 2003, June
30, 2003 and March 31, 2003 were $9,930,000, $13,186,000 and $15,618,000,
respectively and $38,734,000 for the nine months ended September 30, 2003. The
resulting ratios of acquisition expenses to net premiums earned for three months
ended September 30, 2003, June 30, 2003 and March 31, 2003 were 12.2%, 14.0% and
17.4%, respectively and 14.6% for the nine months ended September 30, 2003.
Acquisition expenses for the three months ended September 30, 2003 include a
profit commission of $1,845,000 relating to a retrocession contract, resulting
in a lower ratio for the quarter. The ratios can fluctuate as a result of the
changes in mix of business and effects of differences in terms and conditions
of various contracts.
Other underwriting expenses for the three months ended September 30, 2003,
June 30, 2003 and March 31, 2003 were $7,412,000, $10,372,000 and $10,459,000,
respectively and $28,243,000 for the nine months ended September 30, 2003, and
represent costs associated with the property segment. Other underwriting
expenses includes fees of $748,000, $906,000 and $2,822,000 for the three months
ended
-15-
September 30, 2003, June 30, 2003 and March 31, 2003, respectively, relating to
an agreement with RenaissanceRe that provides for a periodic review of aggregate
property catastrophe exposures.
CASUALTY
The Casualty operating segment includes principally reinsurance treaties
that cover umbrella liability, general liability, professional liability,
workers' compensation and automobile liability. This segment also includes
accident and health reinsurance treaties, which are predominantly reinsurance of
health insurance products. We generally write casualty reinsurance on an
excess-of-loss basis. A single event can produce claims to a ceding company from
multiple insureds. This operating segment generated 48.0%, 43.1% and 31.6% of
the Company's net premiums written for the three months ended September 30,
2003, June 30, 2003 and March 31, 2003, respectively. The increase in overall
percentage of premiums written in the Casualty segment is the result of
increased underwriting activity in an improving marketplace.
Net premiums written for the three months ended September 30, 2003, June
30, 2003 and March 31, 2003 were $134,991,000, $132,320,000 and $113,694,000,
respectively and $381,005,000 for the nine months ended September 30, 2003. The
increase in premiums written is due to increased underwriting activity and
increased premium rates in an improving casualty marketplace.
Net premiums earned for the three months ended September 30, 2003, June
30, 2003 and March 31, 2003 were $106,298,000, $105,951,000 and $77,726,000,
respectively and $289,975,000 for the nine months ended September 30, 2003. The
increase in net premiums earned is consistent with the increase in premiums
written and normal recognition of premiums earned over the exposure periods for
the business written.
The loss ratios incurred for the Casualty segment for the three months
ended September 30, 2003, June 30, 2003 and March 31, 2003 were comparable at
66.8%, 70.3% and 69.4%, respectively and 68.8% for the nine months ended
September 30, 2003. The decline in the loss ratio is caused by a shift in the
mix of business toward contracts that have lower loss ratios and higher expense
ratios.
Acquisition costs for the three months ended September 30, 2003, June 30,
2003 and March 31, 2003 were $29,465,000, $26,449,000 and $19,029,000,
respectively and $74,943,000 for the nine months ended September 30, 2003. The
resulting acquisition expense ratios for three months ended September 30, 2003,
June 30, 2003 and March 31, 2003 were 27.7%, 25.0% and 24.5%, respectively and
25.8% for the nine months ended September 30, 2003. The ratios reflect the mix
of business and effects of differences in terms and conditions of various
contracts as well as the shift in the mix of business discussed in the preceding
paragraph.
Other underwriting expenses for the three months ended September 30, 2003,
June 30, 2003 and March 31, 2003 were $5,065,000, $4,542,000 and $4,618,000,
respectively and $14,225,000 for the nine months ended September 30, 2003, and
represent costs associated with the casualty segment.
FINITE RISK
The Finite Risk operating segment includes principally structured
reinsurance contracts with ceding companies whose needs may not be met
efficiently through traditional reinsurance products. The Company focuses on
providing such clients with customized solutions for their financial management
needs. The classes of risks underwritten in the Finite Risk segment are
generally consistent with the classes covered using traditional products. At the
time the Company was formed in 2002, management had the opportunity to select a
strong initial portfolio of finite risk contracts to be assumed from St. Paul
under the Quota Share Retrocession Agreements. This operating segment generated
24.6%, 29.8% and
-16-
35.7% of the Company's net premiums written for the three months ended September
30, 2003, June 30, 2003 and March 31, 2003, respectively.
Net premiums written for the three months ended September 30, 2003, June
30, 2003 and March 31, 2003 were $69,211,000, $91,436,000 and $128,630,000,
respectively and $289,277,000 for the nine months ended September 30, 2003. The
Finite Risk portfolio consists of a small number of contracts which can be large
in premium size and are written on an intermittent basis. Consequently net
premiums written can be expected to vary significantly from quarter to quarter.
Several significant finite quota share treaties were written in the three months
ended March 31, 2003.
Net premiums earned for the three months ended September 30, 2003, June
30, 2003 and March 31, 2003 were $84,854,000, $79,419,000 and $70,411,000,
respectively and $234,684,000 for the nine months ended September 30, 2003. Net
premiums earned tends to lag net premiums written, and consequently, are
impacted by net premiums written in prior quarters.
The loss ratios incurred for the Finite Risk segment for the three months
ended September 30, 2003, June 30, 2003 and March 31, 2003 were 52.9%, 37.5% and
61.5%, respectively and 50.3% for the nine months ended September 30, 2003. All
periods benefited from a low level of catastrophe losses. The results of the
Finite Risk segment for the three months ended September 30, 2003 include
reassessments of case basis loss reserves on certain contracts from previous
periods that resulted in a $4,000,000 underwriting gain. Included in the results
of the Finite Risk segment for the three months ended June 30, 2003 was a
significant change to a reinsurance program that resulted in an underwriting
gain of $7,209,000, as well as emergence of favorable experience on certain
contracts that resulted in an additional $8,554,000 of underwriting gain.
Acquisition costs for the three months ended September 30, 2003, June 30,
2003 and March 31, 2003 were $21,013,000, $20,741,000 and $17,072,000,
respectively and $58,826,000 for the nine months ended September 30, 2003. The
resulting acquisition expense ratios for three months ended September 30, 2003,
June 30, 2003 and March 31, 2003 were comparable at 24.8%, 26.1% and 24.2%,
respectively. The ratios reflect the mix of business and effects of differences
in terms and conditions of various contracts.
Other underwriting expenses for the three months ended September 30, 2003,
June 30, 2003 and March 31, 2003 were $2,616,000, $4,732,000 and $2,137,000,
respectively and $9,485,000 for the nine months ended September 30, 2003, and
represent costs associated with the Finite Risk segment.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
FINANCIAL CONDITION
Fixed maturities were $1,613,232,000 as of September 30, 2003. The
Company's fixed maturity investment portfolio is comprised entirely of publicly
traded investment grade bonds. The portfolio had an average duration of 3.4
years as of September 30, 2003. Management monitors the composition of the
investment portfolio and cash flows from the portfolio to maintain the
appropriate levels of liquidity in order to attempt to ensure the Company's
ability to satisfy claims. Investments with a carrying value of $465,613,000 and
cash and cash equivalents of $20,016,000 at September 30, 2003 were held in
trust to secure St. Paul for an equivalent amount of liabilities ceded by St.
Paul to the Company under the Quota Share Retrocession Agreements. The Company
believes it has sufficient cash on hand to meet its short-term obligations and
to maintain the liquidity necessary for portfolio management. All cash flow in
excess of this requirement is invested in a timely manner. Net unrealized gains
declined from $26,589,000 as of September 30, 2003 to $10,364,000 as of October
31, 2003.
-17-
As the Company's book of business develops, certain assets and liabilities
associated with underwriting have increased significantly, some of which include
significant estimates. Premiums receivable, deferred acquisition costs, unpaid
losses and LAE, unearned premiums and commissions payable have all increased
significantly from December 31, 2002. Premiums receivable increased by
approximately $472,685,000 from December 31, 2002 to September 30, 2003, of
which $459,257,000 represents EBNR. Unpaid losses and LAE, net of reinsurance
recoverable on ceded losses and LAE, increased by approximately $377,224,000
from December 31, 2002 to September 30, 2003, of which $327,868,000 represents
IBNR.
SOURCES OF LIQUIDITY
The consolidated sources of funds of the Company consist primarily of
premiums written, losses recovered from retrocessionaires, investment income and
proceeds from sales and redemption of investments and actual cash and cash
equivalents held by the Company. Net cash flow provided by operations for the
nine months ended September 30, 2003 was $407,111,000 and was used primarily to
acquire additional investments. Our cash flows are derived from our premium
volume and the relatively low level of claim payments we have made to date due,
in part, to the start-up nature of our business and the less than expected level
of catastrophe losses we have incurred during the current year. Included in the
cash flow from operations is approximately $160,000,000 received from St. Paul
related to the Quota Share Retrocession Agreements, a portion of which
represents estimated premiums. To the extent St. Paul does not collect such
estimated premiums by November 1, 2003, the Company is obligated to return that
uncollected portion of such premiums.
The Company actively manages the cash and cash equivalent component of its
overall investment portfolio in order to manage the overall duration of its
investment portfolio and to ensure there is adequate cash on hand to meet
ongoing operational requirements along with other potential liquidity
requirements. As of September 30, 2003 the Company had $143,453,000 of cash and
cash equivalents.
Platinum Holdings is a holding company that conducts no reinsurance
operations of its own. All of its reinsurance operations are conducted through
its wholly owned operating subsidiaries Platinum US, Platinum UK and Platinum
Bermuda. As a holding company, the cash flow of Platinum Holdings consists
primarily of dividends, interest and other permissible payments from its
subsidiaries. Platinum Holdings depends on such payments to receive funds for
general corporate purposes and to meet its obligations, including the contract
adjustment payments related to the Equity Security Units and the payment of any
dividends to its shareholders.
Platinum Holdings had a 364-day committed credit facility with a group of
banks which provided $100,000,000 of aggregate borrowing capacity. The credit
facility contained various covenants and agreements, including the requirement
to maintain a specified tangible net worth and leverage ratios. The credit
facility expired on August 19, 2003. Platinum Holdings did not renew its credit
facility because the Company believes its financial position and operations are
able to provide adequate liquidity. As part of the Company's ongoing business
strategy we may, from time to time, seek to secure external financing and may
also access the public capital markets.
LIQUIDITY REQUIREMENTS
The principal consolidated cash requirements of the Company are the
payment of losses and LAE, commissions, brokerages, operating expenses,
dividends to its shareholders, the servicing of debt (including interest
payments on the senior notes and contract adjustment payments on the purchase
contracts included in the Company's Equity Security Units), the acquisition of
and investment in businesses, capital expenditures, premiums retroceded and
excise taxes.
-18-
Platinum UK and Platinum Bermuda are not licensed, approved or accredited
as reinsurers anywhere in the United States and therefore, under the terms of
most of their contracts with United States ceding companies, they are required
to provide security to these ceding companies for unpaid ceded liabilities in a
form acceptable to state insurance commissioners. Typically, this type of
security takes the form of a letter of credit issued by an acceptable bank, the
establishment of a trust, or a cash advance. Platinum UK and Platinum Bermuda
expect to obtain letters of credit through commercial banks and may be required
to provide the banks a security interest in certain of Platinum UK's and
Platinum Bermuda's investments.
The payment of dividends and other distributions from the Company's
regulated reinsurance subsidiaries is limited by applicable laws and statutory
requirements of the jurisdictions in which the subsidiaries operate, including
Bermuda, the United States and the United Kingdom. Based on the regulatory
restrictions of the applicable jurisdictions, the maximum amount available for
payment of dividends or other distributions by the reinsurance subsidiaries of
the Company in 2003 without prior regulatory approval is estimated to be
$127,313,000.
Platinum Holdings operates a treasury department which is responsible for
the following functions: (1) managing banking relationships, (2) capital raising
activities, including equity and debt issues, (3) managing Platinum Holdings'
overall cash and liquidity positions, and (4) overseeing the payment of internal
and external dividends and the settlement of interest obligations.
Management believes that the cash flow generated by the operating
activities of the Company's subsidiaries will provide sufficient funds for the
Company to meet its liquidity needs over the next twelve months. Beyond the next
twelve months, cash flow available to the Company may be influenced by a variety
of factors, including general economic conditions and conditions in the
insurance and reinsurance markets, as well as fluctuations from year to year in
claims experience and the presence or absence of large catastrophic events.
ECONOMIC CONDITIONS
Periods of moderate economic recession or inflation tend not to have a
significant direct effect on the Company's underwriting operations. Significant
inflationary or recessionary periods can, however, impact the Company's
underwriting operations and investment portfolio. Management considers the
potential impact of economic trends in estimating its unpaid losses and LAE.
Management believes that the underwriting controls it maintains assist in
estimating ultimate claim costs and lessen the potential adverse impact of the
economy on the Company.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements are necessarily based on
estimates and assumptions that are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which are
subject to change. These uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in any forward-looking statements made by, or on behalf of, us.
In particular, statements using words such as "may," "should," "estimate,"
"expect," "anticipate," "intend," "believe," "predict," "potential," or words of
similar import generally involve forward-looking statements. For example, we
have included certain forward-looking statements in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" with regard to trends
in results, prices, volumes, operations, investment results, margins, risk
management and exchange rates.
-19-
This Form 10-Q also contains forward-looking statements with respect to our
business and industry, such as those relating to our strategy and management
objectives and trends in market conditions, market standing, product volumes,
investment results and pricing conditions.
In light of the risks and uncertainties inherent in all future
projections, the inclusion of forward-looking statements in this Form 10-Q
should not be considered as a representation by us or any other person that our
objectives or plans will be achieved. Numerous factors could cause our actual
results to differ materially from those in the forward-looking statements,
including the following:
(1) our ability to successfully implement the Company's business
strategy and continue the business acquired from St. Paul;
(2) conducting operations in a competitive environment;
(3) our ability to maintain our A.M. Best Company rating;
(4) significant weather-related or other natural or man-made disasters
over which the Company has no control;
(5) the effectiveness of our loss limitation methods;
(6) the adequacy of the Company's liability for unpaid losses and LAE;
(7) the availability of retrocessional reinsurance on acceptable terms;
(8) our ability to maintain our business relationships with reinsurance
brokers;
(9) general political and economic conditions, including the effects of
civil unrest, war or a prolonged U.S. or global economic downturn or
recession;
(10) the cyclicality of the property and casualty reinsurance business;
(11) market volatility and interest rate and currency exchange rate
fluctuation;
(12) tax, regulatory or legal restrictions or limitations applicable to
the Company or the property and casualty reinsurance business
generally; and
(13) changes in the Company's plans, strategies, objectives, expectations
or intentions which may happen at any time at the Company's
discretion.
As a consequence, current plans, anticipated actions and future financial
condition and results may differ from those expressed in any forward-looking
statements made by or on behalf of the Company. The foregoing factors should not
be construed as exhaustive. Additionally, forward-looking statements speak only
as of the date they are made, and we undertake no obligation to release publicly
the results of any future revisions or updates we may make to forward-looking
statements to reflect new information or circumstances after the date hereof or
to reflect the occurrence of future events.
CRITICAL ACCOUNTING POLICIES, ESTIMATES AND JUDGMENTS
It is important to understand the Company's accounting policies in order
to understand its consolidated financial statements. Certain critical accounting
policies require management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues, expenses, and related
disclosures at the financial reporting date and throughout the period being
reported upon. Certain of the estimates result from judgments that can be
subjective and complex, and consequently actual results may materially differ
from these estimates. The Company's critical accounting policies involve
written, earned and unearned premiums, unpaid losses and LAE, reinsurance risk
transfer, other than temporary declines in fair value of investments, income
taxes and stock-based compensation. The critical
-20-
accounting policies discussed herein are discussed in more detail in the notes
to the consolidated financial statements included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2002.
Due to the nature of reinsurance, premiums are not always reported by the
ceding company to the Company in a timely manner. Additionally, premiums on
proportional treaty contracts are generally not reported to the Company until
after the reinsurance coverage has incepted and the Company is at risk.
Consequently, an estimate of premiums written and earned but not reported
("EBNR") is recorded. The Company estimates EBNR based on estimates of ultimate
premium, unearned premiums and premiums reported from ceding companies. Along
with estimating EBNR the Company records the expenses associated with these
premiums in the form of losses, LAE and commissions. Unpaid losses and LAE
represent an estimate of the expected cost of the ultimate settlement and
administration of losses. Actuarial methodologies are employed to assist in
establishing such estimates and include judgments relative to estimates of
claims severity and frequency, length of time before a claim is actually
settled, judicial theories of liability and other third party factors which are
often beyond our control. Due to the inherent uncertainty associated with the
estimation process, the ultimate liability may materially differ from the
original estimate. Such estimates are regularly reviewed and updated and any
resulting adjustments are included in the current period's results.
Reinsurance accounting is followed for assumed and ceded transactions when
risk transfer requirements have been met. The assessment of whether a
reinsurance contract has met risk transfer requirements involves significant
assumptions relating to the expected future experience under the contract and
applying this experience to the contract terms. Transaction activity under
reinsurance contracts that do not transfer significant insurance risk are
generally accounted for as reinsurance deposit liabilities with interest expense
charged to other income and credited to the liability.
Unrealized losses in the value of individual securities considered by
management to be other than temporary is charged to income in the period it is
determined. The Company monitors the difference between cost and the estimated
fair value of investments, which involves uncertainty as to whether declines in
value are temporary in nature. When a decline in fair value of an investment is
considered to be "other than temporary," the investment is written down to fair
value and a realized loss is recorded. Management's assessment of a decline in
value includes current judgment as to the financial position and future
prospects of the issuer of the investment security.
Platinum Holdings and Platinum Bermuda are domiciled in Bermuda. The
Company also has subsidiaries in the United States, the United Kingdom and
Ireland which are subject to the tax laws thereof. The Company applies the asset
and liability method of accounting for income taxes under which deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases.
The Company has elected to use the intrinsic value method of accounting
for share-based awards granted, established by Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees". Under this method,
no compensation expense is recorded if the exercise price of the Company's
employee share options is equal to or greater than the fair market value of the
underlying share on the date of the grant.
-21-
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET AND CREDIT RISK
The Company's principal invested assets are fixed maturities, which are
subject to the risk of potential losses from adverse changes in market rates and
prices and credit risk resulting from adverse changes in the borrower's ability
to meet its debt service obligations. The Company's strategy to limit this risk
is to place its investments in high quality credit issues and to limit the
amount of credit exposure with respect to any one issuer or industry. The
Company also selects investments with characteristics such as duration, yield,
currency and liquidity to reflect the underlying characteristics of related
estimated claim liabilities. The Company attempts to minimize the credit risk by
actively monitoring the portfolio and requiring a minimum average credit rating
of A2 as defined by Moody's Investor Service. As of September 30, 2003, the
portfolio has a dollar weighted average rating of Aa3.
The Company has other receivable amounts subject to credit risk. The most
significant of these are reinsurance premiums receivable from ceding companies
and losses recoverable from retrocessionaires. To mitigate credit risk related
to losses recoverable from retrocessionaires, we establish business and
financial standards for retrocessionaire approval, incorporate ratings by major
rating agencies, consider current market information, and obtain letters of
credit or other forms of security where deemed necessary. To mitigate credit
risk related to premium receivables, we have established standards for ceding
companies and, in most cases, have a contractual right of offset thereby
allowing the Company to settle claims net of any premium receivable.
INTEREST RATE RISK
The Company is exposed to fluctuations in interest rates. Movements in
rates can result in changes in the market value of our fixed income portfolio
and can cause changes in the actual timing of when we expect to receive certain
principal payments. Rising interest rates result in a decline in the market
value of our fixed income portfolio and can expose our portfolio, in particular
our mortgage backed securities, to extension risk. Conversely a decline in
interest rates will result in a rise in the market value of our fixed income
portfolio and can expose our portfolio, in particular our mortgage backed
securities, to prepayment risk. The aggregate hypothetical impact on our fixed
income portfolio, generated from an immediate parallel shift in the treasury
yield curve, as of September 30, 2003 is as follows ($ in thousands):
Interest Rate Shift in Basis Points
-----------------------------------------------------------
- 100 - 50 Current + 50 + 100
---------- --------- --------- -------- ----------
Total Market Value $1,669,421 1,642,077 1,613,232 1,584,29 $1,554,381
Percent change in Market
Value 3.48% 1.79% - (1.79%) (3.65%)
Resulting Unrealized
Appreciation /
(Depreciation) $ 89,394 62,050 33,205 4,264 $ (25,645)
FOREIGN CURRENCY RISK
The Company writes business on a worldwide basis. Consequently the
Company's principal exposure to foreign currency risk is its obligation to
settle claims in foreign currencies. Changes in foreign currency exchange rates
can impact revenues, costs, receivables and liabilities, as measured in the U.S.
dollar, our financial reporting currency. The Company seeks to minimize its
exposure to its largest
-22-
foreign currency risks by holding invested assets denominated in foreign
currencies to offset liabilities denominated in foreign currencies.
SOURCES OF FAIR VALUE
The following table presents the carrying amounts and estimated fair
values of the Company's financial instruments as of September 30, 2003 ($ in
thousands):
Carrying Fair
Amount Value
------ -----
Financial assets:
Fixed maturities $ 1,613,232 $ 1,613,232
Financial liabilities:
Debt obligations $ 137,500 $ 162,195
The fair values of financial instruments are based on quoted market prices
at the reporting date for those or similar investments.
CURRENT OUTLOOK
We believe that our markets continue to provide strong opportunities.
Currently, we believe that premium rates in certain casualty reinsurance markets
have strengthened to attractive levels. We believe that premiums in our casualty
segment for 2003 and 2004 will grow. Because there are many areas of the
casualty market where pricing remains inadequate, we are being selective and
write business only when we believe it is profitable. We believe we have
necessary expertise in our U.S. operations to support our strategies. We believe
that our reputation for prompt claims and other services as well as our
financial strength will help achieve our goal.
We believe that the additional capacity provided to the market subsequent
to September 11, 2001, as well as light catastrophe losses thus far in 2003
have begun to cause pricing in the property catastrophe market to soften. As a
consequence of the current pricing environment, we believe that growth in the
property segment may be limited. We have invested in and developed catastrophe
modeling and other analytic tools that will assist in identifying profitable
business. To the extent that industry pricing does not meet our hurdle rate, we
would expect to reduce our catastrophe premiums.
The Finite Risk segment has performed exceptionally well in 2003. We
believe that this is the result of both low level of losses as well as a careful
selection of risks that were assumed in the Quota Share Retrocession Agreements.
While we believe that the Finite Risk segment will produce superior results in
2003, profitability will return to market levels in the future.
We are routinely reviewing various opportunities for investments or
transactions that would provide an attractive return on equity or an opportunity
to write new classes of business or access additional markets.
ITEM 4. CONTROLS AND PROCEDURES
The Company carried out an evaluation, under the supervision and with the
participation of our management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the period covered by this
report pursuant to Rule 13a-15 promulgated under the Securities Exchange Act of
1934. Based on
-23-
that evaluation, our management, including the Chief Executive Officer and Chief
Financial Officer, concluded that our disclosure controls and procedures are
effective in timely alerting them to material information required to be
included in our periodic reports to be filed with the Securities and Exchange
Commission. In addition, there have been no significant changes in our internal
control over financial reporting that have materially affected or are reasonably
likely to materially affect the Company's internal control over financial
reporting subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies or material weaknesses. It
should be noted that the design of any system of controls is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the normal course of business, the Company may become involved in
various claims and legal proceedings. The Company is not currently aware of any
pending or threatened material litigation.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Pursuant to the employment agreement between Gregory E.A. Morrison and the
Company, dated as of June 20, 2003, Mr. Morrison purchased 20,000 common shares
from the Company on July 30, 2003 for an aggregate purchase price of $520,000.
This sale of common shares was not exempt from registration under the Securities
Act of 1933 pursuant to Section 4(2) thereof, as a transaction not involving a
public offering.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual general meeting of shareholders (the "Annual Meeting") of the
Company was held on September 17, 2003. Proxies for the Annual Meeting were
solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934.
There was no solicitation in opposition to management's nominees as listed in
the Company's proxy statement, dated August 13, 2003. The Company's shareholders
(1) elected eight directors to the Company's Board of Directors to serve until
the 2004 annual general meeting of shareholders, (2) elected three directors to
the Board of Directors of Platinum Bermuda, (3) ratified the appointment of
three executive directors to the Board of Directors of Platinum UK, (4) approved
the Company's Section 162(m) Performance Incentive Plan and (5) ratified the
selection of KPMG LLP as independent auditors for the Company and KPMG (Bermuda)
as independent auditors for Platinum Bermuda for the 2003 fiscal year. Set forth
below are the voting results for these proposals:
-24-
ELECTION OF DIRECTORS OF THE COMPANY
For Withheld
--- --------
H. Furlong Baldwin 35,396,560 350,033
Jonathan F. Bank 35,262,322 484,271
Dan R. Carmichael 35,106,422 640,171
Neill A. Currie 35,072,179 674,414
Jay S. Fishman 34,930,241 816,352
Gregory E.A. Morrison 35,228,079 518,514
Stephen H. Newman 35,228,079 518,514
Peter T. Pruitt 35,262,322 484,271
ELECTION OF DIRECTORS OF PLATINUM BERMUDA
For Withheld
--- --------
Gregory E.A. Morrison 35,215,246 531,347
Michael D. Price 35,215,316 531,277
William A. Robbie 35,215,216 531,377
RATIFICATION OF APPOINTMENT OF EXECUTIVE DIRECTORS OF PLATINUM UK
For Withheld
--- --------
Gregory E.A. Morrison 35,215,246 531,347
Craig T. Pettengell 35,215,316 531,277
Robert S. Porter 35,215,216 531,377
APPROVAL OF THE COMPANY'S SECTION 162(M) PERFORMANCE INCENTIVE PLAN
Broker
For Against Abstain Non-Votes
--- ------- ------- ---------
34,541,059 791,519 414,015 0
RATIFICATION OF SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS FOR THE COMPANY
AND KPMG (BERMUDA) AS INDEPENDENT AUDITORS FOR PLATINUM BERMUDA
Broker
For Against Abstain Non-Votes
--- ------- ------- ---------
34,744,940 200 1,453 0
-25-
ITEM 5. OTHER INFORMATION
THE PREDECESSOR BUSINESS
The St. Paul Companies, Inc.
Reinsurance Underwriting Segment
Following is selected historical combined financial data for the three and nine
months ended September 30, 2002 of the reinsurance underwriting segment of The
St. Paul Companies, Inc. (the "Predecessor") prior to the initial public
offering of Platinum Underwriters Holdings, Ltd. ("Platinum"). The Predecessor
operations include the continuing business and related assets transferred to
Platinum upon completion of its initial public offering as well as the
reinsurance business that remained with The St. Paul Companies, Inc. ("St.
Paul") after the public offering. Accordingly, underwriting results and combined
statements of the Predecessor presented in this report are not indicative of the
actual results of Platinum subsequent to the public offering.
In addition to the effect of the retention of certain portions of the
Predecessor business by St. Paul and the exclusion of the corporate aggregate
excess-of-loss reinsurance program of St. Paul, other factors may cause the
actual results of Platinum to differ materially from the results of the
Predecessor. For example, although Platinum continues to be afforded the
benefits of St. Paul Re's retrocessional program for the 2002 underwriting year,
Platinum has entered into reinsurance contracts with significantly different
terms and conditions from those that have been made available to the Predecessor
from St. Paul and which form the basis of the Predecessor's results. In
addition, the Predecessor's combined statements reflect the discounting of the
liability for certain assumed reinsurance contracts using rates up to 7.5%,
based on its return on invested assets or, in many cases, on yields
contractually guaranteed to it on funds held by the ceding company, as permitted
by applicable law. If arrangements permitting Platinum to discount reserves to
the same extent as the Predecessor are not made, reinsurance contracts of a
similar type entered into in the future would be reported on an undiscounted
basis.
-26-
The St. Paul Companies, Inc.
Reinsurance Underwriting Segment (Predecessor)
Combined Statement of Underwriting Results (Unaudited)
For the Three and Nine Months Ended September 30, 2002
($ in millions)
Three
Months Nine Months
Ended Ended
September September
30, 2002 30, 2002
-------- --------
Net premiums
Net premiums written $ 234 $ 897
Net change in unearned premiums 73 92
------- --------
Net premiums earned 307 989
------- --------
Underwriting deductions
Losses and loss adjustment
expenses incurred 249 709
Policy acquisition costs 56 233
Other underwriting expenses 23 59
------- --------
Total underwriting deductions 328 1,001
------- --------
Net underwriting loss $ (21) $ (12)
======= ========
Combined Statement of Identifiable Underwriting Cash Flows (Unaudited)
For the Three and Nine Months Ended September 30, 2002
($ in millions)
Three
Months Nine Months
Ended Ended
September September
30, 2002 30, 2002
-------- --------
Premiums collected, net $ 366 $ 1,195
Losses and loss adjustment expenses
paid (343) (916)
Policy acquisition expenses paid (66) (252)
Other underwriting expenses paid 51 (81)
------- ---------
Net cash provided (used) by
underwriting $ 8 $ (54)
======= =========
See accompanying notes to combined statements
-27-
The St. Paul Companies, Inc.
Reinsurance Underwriting Segment (Predecessor)
Notes to Combined Statements (Unaudited)
September 30, 2002
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying combined statements include the identifiable reinsurance
underwriting activity of the reinsurance underwriting segment of The St. Paul
Companies, Inc. ("St. Paul"), for the three and nine months ended September 30,
2002. The reinsurance underwriting segment of St. Paul represent the predecessor
operations to Platinum Underwriters Holdings, Ltd. ("Platinum") and is
hereinafter referred to as "Predecessor." The Predecessor statements are
presented on a combined basis and include certain insurance and reinsurance
subsidiaries of St. Paul, as well as the underwriting results of the reinsurance
departments of St. Paul Fire and Marine Insurance Company ("Fire and Marine")
and United States Fidelity and Guarantee Company ("USF&G"). Fire and Marine and
USF&G are the two largest U.S. insurance subsidiaries of St. Paul.
The amounts included in this report as of and for the three and nine
months ended September 30, 2002 are unaudited but include those adjustments,
consisting of normal recurring items, that management considers necessary for a
fair presentation under U.S. GAAP. These combined financial statements should be
read in conjunction with the combined statements of the Predecessor and related
notes included in the Annual Report on Form 10-K for the year ended December 31,
2002 of Platinum.
The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates. The results of operations for any interim period are not necessarily
indicative of results for the full year.
The statements of underwriting results reconcile to the reinsurance
underwriting segment results as reported in the Quarterly Report of St. Paul on
Form 10-Q as of September 30, 2002 as filed with the Securities and Exchange
Commission. It is the practice of St. Paul to evaluate the performance of its
property-liability insurance underwriting segments on the basis of underwriting
results.
The combined statements of underwriting results and identifiable cash
flows represent activity that is specifically attributable to the underwriting
operations of the Predecessor. St. Paul manages its property-liability
investment portfolio in the aggregate, as part of a separate segment and does
not allocate assets, or investment income, to its respective underwriting
segments. Additionally, the statement of identifiable cash flows includes only
cash flow activity that is specifically attributable to the underwriting
operations of Predecessor, and does not include any cash flows from investment
and financing activities.
2. REINSURANCE
The primary purpose of Predecessor's ceded reinsurance program is to
protect its operations from potential losses in excess of acceptable levels.
Reinsurers are expected to honor their obligations under ceded reinsurance
contracts. In the event these companies are unable to honor their obligations,
Predecessor will pay these amounts. Allowances have been established for
possible nonpayment of such amounts due.
In 2002, St. Paul was not party to an all-lines, corporate excess-of-loss
reinsurance treaty. Included in the net detriment for the nine months ended
September 30, 2002 was a $20 million detriment
-28-
The St. Paul Companies, Inc.
Reinsurance Underwriting Segment (Predecessor)
Notes to Combined Statements (Unaudited)
September 30, 2002
due to the the partial commutation of the 1999 and 2001 aggregate excess-of-loss
reinsurance treaties. However, Predecessor recorded ceded written and earned
premiums of $2 million and $1 million in those nine months, representing
Predecessor's share of the initial premium paid on this treaty.
Predecessor was party to a separate aggregate excess-of-loss reinsurance
treaty, unrelated to the corporate treaty in 2002. Coverage was not triggered
under that treaty in the first nine months of 2002; however, Predecessor did
record ceded written and earned premiums of $(1) million and $(5) million,
respectively, and ceded loss and loss adjustment expenses of $(36) million, for
a net detriment of $31 million as a result of this treaty. The effect of assumed
and ceded reinsurance on premiums written, premiums earned and insurance losses
and loss adjustment expenses for the three and nine months ended September 30,
2002 was as follows ($ in millions):
Assumed Ceded Net
------- ----- ---
Three months ended September 30, 2002:
Premium written $ 248 14 $ 234
Premium earned 331 24 307
Insurance losses and LAE 378 129 249
Nine months ended September 30,2002:
Premium written 950 53 897
Premium earned 1,042 53 989
Insurance losses and LAE $ 810 101 $ 709
3. FOURTH QUARTER 2001 STRATEGIC REVIEW
In December 2001, St. Paul announced the results of a strategic review of
all of its operations, which included a decision to exit a number of businesses
and countries. These decisions included the narrowing of product offerings and
geographic presence relative to Predecessor's businesses. As part of that
review, it was determined that Predecessor would no longer underwrite aviation
or bond and credit reinsurance, or offer certain financial risk and capital
markets reinsurance products. Predecessor would also substantially reduce the
North American business underwritten in London. Predecessor would focus on
several areas, including property catastrophe reinsurance, excess-of-loss
casualty reinsurance, marine and traditional finite reinsurance.
The net premiums earned and underwriting loss for the three and nine
months ended September 30, 2002 for the businesses exited under these actions
were as follows ($ in millions):
-29-
The St. Paul Companies, Inc.
Reinsurance Underwriting Segment (Predecessor)
Notes to Combined Statements (Unaudited), continued
September 30, 2002
Three Nine
Months Months
Ended Ended
September 30, September 30,
2002 2002
---- ----
Premium earned $ 70 $ 237
Underwriting loss $ 3 $ 41
During the nine months ended September 30, 2002, St. Paul did not enter
into a corporate aggregate excess-of loss reinsurance program.
4. SEGMENT INFORMATION
Predecessor has four reportable segments: North American Property, North
American Casualty, International, and Finite Reinsurance. These segments are
consistent with the manner in which Predecessor's business has been managed.
Predecessor monitors and evaluates the performance of its segments based
principally on their underwriting results. Assets are not specifically
identifiable for these segments.
The summary below presents premiums earned and underwriting results for
Predecessor's reportable segments for the three and nine months ended September
30, 2002 ($ in millions):
Premium Underwriting
earned gain (loss)
------ -----------
Three Months Ended September 30, 2002
North American Property $ 63 $ 18
North American Casualty 125 (46)
International 64 (4)
Finite Risk 55 11
------- ------------
Total $ 307 $ (21)
------- ------------
Nine Months Ended September 30, 2002
North American Property $ 188 $ 34
North American Casualty 396 (96)
International 184 36
Finite Risk 221 14
------- ------------
Total $ 989 $ (12)
------- ------------
4. SEPTEMBER 11, 2001 TERRORIST ATTACK
On September 11, 2001, terrorists hijacked four commercial passenger jets
in the United States. Two of the jets were flown into the World Trade Center
towers in New York causing their collapse. The third jet was flown into the
Pentagon building in Washington, D.C., causing severe damage, and the fourth jet
crashed in rural Pennsylvania. This terrorist attack caused significant loss of
life and resulted in
-30-
The St. Paul Companies, Inc.
Reinsurance Underwriting Segment (Predecessor)
Notes to Combined Statements (Unaudited), continued
September 30, 2002
unprecedented losses for the property and casualty insurance industry. St. Paul
Re's estimated net pretax loss incurred as a result of the terrorist attack
totaled $500 million in 2001. In the nine months ended September 30, 2002, St.
Paul Re recorded an additional $21 million to its estimated loss provision
recorded in 2001 for the terrorist attack.
-31-
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Novation and Transfer Agreement for the Multi-Line Excess of
Loss Reinsurance Agreement, dated September 16, 2003, among
Platinum US, St. Paul Fire and Marine Insurance Company and
Wisconsin Mutual Insurance Company, effective as of January 1,
2003.
10.2 Novation and Transfer Agreement for the Casualty Excess of
Loss Reinsurance Agreement, dated September 16, 2003, among
Platinum US, St. Paul Fire and Marine Insurance Company and
Wisconsin Mutual Insurance Company, effective as of January 1,
2003.
10.3 Novation and Transfer Agreement for the First Property
Catastrophe Excess of Loss Reinsurance Agreement, dated
September 16, 2003, among Platinum US, St. Paul Fire and
Marine Insurance Company and Wisconsin Mutual Insurance
Company, effective as of January 1, 2003.
10.4 Novation and Transfer Agreement for the Second Property
Catastrophe Excess of Loss Reinsurance Agreement, dated
September 16, 2003, among Platinum US, St. Paul Fire and
Marine Insurance Company and Wisconsin Mutual Insurance
Company, effective as of January 1, 2003.
10.5 Novation and Transfer Agreement for the Third Property
Catastrophe Excess of Loss Reinsurance Agreement, dated
September 16, 2003, among Platinum US, St. Paul Fire and
Marine Insurance Company and Wisconsin Mutual Insurance
Company, effective as of January 1, 2003.
31.1 Certification of Gregory E.A. Morrison, President and Chief
Executive Officer of Platinum Holdings, pursuant to Rule 13(a)
of the Securities Exchange Act, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of William A. Robbie, Chief Financial Officer of
Platinum Holdings, pursuant to Rule 13(a) of the Securities
Exchange Act, as adopted pursuant to Section 302 at the
Sarbanes-Oxley Act of 2002.
32.1 Certification of Gregory E.A. Morrison, President and Chief
Executive Officer of Platinum Holdings, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of William A. Robbie, Chief Financial Officer of
Platinum Holdings, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 at the Sarbanes-Oxley Act of
2002.
(b) Reports on Form 8-K
The Company filed a report on Form 8-K on August 13, 2003
incorporating under Item 12 the Company's press release reporting
its financial results for the quarter ended June 30, 2003 and a
financial supplement.
-32-
The Company filed a report on Form 8-K on September 29, 2003
containing slides utilized in presentations to investors and
analysts on September 29, 2003 and September 30, 2003.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PLATINUM UNDERWRITERS HOLDINGS, LTD
Date: November 13, 2003 /s/ Gregory E. A. Morrison
----------------------------------------
By: Gregory E. A. Morrison
President and Chief Executive Officer
Date: November 13, 2003 /s/ William A. Robbie
----------------------------------------
By: William A. Robbie
Executive Vice President and Chief
Financial Officer
-33-