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
[ ] 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 October 27, 2003, Registrant had 35,190,077 ordinary shares outstanding.
Table of Contents
PART I. FINANCIAL INFORMATION................................................2
Item 1. Financial Statements.................................................2
Consolidated Balance Sheets - September 30, 2003 (Unaudited) and
December 31, 2002..............................................................2
Unaudited Consolidated Statements of Income - Three and nine months ended
September 30, 2003 and 2002....................................................3
Unaudited Consolidated Statements of Comprehensive Income - Three and nine
months ended September 30, 2003 and 2002.......................................4
Unaudited Consolidated Statements of Shareholders' Equity - Nine months ended
September 30, 2003 and 2002....................................................5
Unaudited Consolidated Statements of Cash Flows - Nine months ended September
30, 2003 and 2002..............................................................6
Notes to Unaudited Consolidated Financial Statements at September 30,
2003...........................................................................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...........45
Item 4. Disclosure Controls and Procedures...................................45
PART II. OTHER INFORMATION....................................................46
Item 1. Legal Proceedings....................................................46
Item 2. Changes in Securities and Use of Proceeds............................46
Item 3. Defaults Upon Senior Securities......................................46
Item 4. Submission of Matters to a Vote of Securities Holders................47
Item 5. Other Information....................................................48
Item 6. Exhibits and Reports on Form 8-K.....................................48
SIGNATURES....................................................................54
i
PART I...FINANCIAL INFORMATION
Item 1. Financial Statements
Scottish Re Group Limited
Consolidated Balance Sheets - September 30, 2003 (Unaudited)
and December 31, 2002
(Dollars in thousands)
September 30,
2003 December 31,
(unaudited) 2002
----------------- --------------
ASSETS
Fixed maturity investments, available for sale, at fair value
(Amortized cost $1,563,134; 2002 - $991,304)....................... $ 1,592,692 $ 1,003,946
Preferred stock, available for sale, at fair value (Cost $67,869).. 68,271 -
Investment in unit-linked securities............................... - 16,497
Cash and cash equivalents.......................................... 143,097 149,666
Other investments.................................................. 5,644 5,631
Funds withheld at interest......................................... 1,243,909 1,101,836
----------------- --------------
Total investments............................................. 3,053,613 2,277,576
Accrued interest receivable........................................ 17,395 11,910
Reinsurance balances and risk fees receivable...................... 81,670 39,805
Deferred acquisition costs......................................... 284,936 213,516
Amount recoverable from reinsurers................................. 24,450 22,608
Present value of in-force business................................. 14,026 18,181
Goodwill........................................................... 35,847 35,847
Fixed assets....................................................... 11,010 6,493
Other assets....................................................... 9,126 11,702
Segregated assets.................................................. 695,592 653,588
----------------- --------------
Total assets.................................................. $ 4,227,665 $ 3,291,226
================= ==============
LIABILITIES
Reserves for future policy benefits................................ $ 510,484 $ 386,807
Interest sensitive contract liabilities............................ 2,141,724 1,567,176
Unit-linked contract liabilities................................... - 17,069
Accounts payable and accrued expenses.............................. 15,370 15,702
Reinsurance balances payable....................................... 52,167 16,348
Deferred tax liability............................................. 4,725 9,071
Current income tax payable......................................... 431 1,873
Long term debt..................................................... 132,500 132,500
Segregated liabilities............................................. 695,592 653,588
----------------- --------------
Total liabilities............................................. 3,552,993 2,800,134
----------------- --------------
SHAREHOLDERS' EQUITY
Share capital, par value $0.01 per ordinary share:.................
Issued and fully paid: 35,184,411 ordinary shares
(2002 - 26,927,456)........................................... 352 269
Additional paid-in capital......................................... 572,436 416,712
Accumulated other comprehensive income............................. 28,957 13,467
Retained earnings.................................................. 72,927 60,644
----------------- --------------
Total shareholders' equity.................................... 674,672 491,092
----------------- --------------
Total liabilities and shareholders' equity.................... $ 4,227,665 $ 3,291,226
================= ==============
See Accompanying Notes to Unaudited Consolidated Financial Statements
2
Scottish Re Group Limited
Unaudited Consolidated Statements of Income -
Three and nine months ended September 30, 2003 and 2002
(Dollars in thousands, except per share data)
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------- -------------- -------------- --------------
REVENUES
Premiums earned.................................. $ 92,741 $ 55,122 $ 252,296 $ 124,105
Investment income, net........................... 38,133 28,663 106,272 76,530
Fee income....................................... 2,932 1,340 7,303 5,615
Realized gains (losses).......................... 744 (5,929) (4,969) (9,234)
------------ ------------ ------------ ------------
Total revenues.............................. 134,550 79,196 360,902 197,016
------------ ------------ ------------ ------------
BENEFITS AND EXPENSES
Claims and other policy benefits................. 69,424 35,645 177,886 86,276
Interest credited to interest sensitive 33,294 66,061
contract liabilities............................. 13,224 33,543
Acquisition costs and other insurance expenses,
net.............................................. 27,593 16,923 76,132 39,792
Operating expenses............................... 8,753 6,386 24,767 16,539
Interest expense................................. 1,869 111 5,533 593
------------ ------------ ------------ ------------
Total benefits and expenses................. 140,933 72,289 350,379 176,743
------------ ------------ ------------ ------------
Income from continuing operations before income
taxes............................................ (6,383) 6,907 10,523 20,273
Income tax benefit (expense)..................... 8,165 199 7,999 (229)
------------ ------------ ------------ ------------
Income from continuing operations........... 1,782 7,106 18,522 20,044
Loss from discontinued operations................ (157) (127) (1,782) (218)
------------ ------------ ------------ ------------
Net income $ 1,625 $ 6,979 $ 16,740 $ 19,826
============ ============ ============ ============
Earnings per ordinary share from continuing
operations -Basic............................ $ 0.05 $ 0.26 $ 0.64 $ 0.81
============ ============ ============ ============
Earnings per ordinary share from continuing
operations - Diluted......................... $ 0.05 $ 0.25 $ 0.60 $ 0.77
============ ============ ============ ============
Earnings per ordinary share - Basic.............. $ 0.05 $ 0.26 $ 0.57 $ 0.81
============ ============ ============ ============
Earnings per ordinary share -Diluted............. $ 0.05 $ 0.25 $ 0.55 $ 0.76
============ ============ ============ ============
Dividends per ordinary share..................... $ 0.05 $ 0.05 $ 0.15 $ 0.15
============ ============ ============ ============
Weighted average number of ordinary shares
outstanding..................................
Basic................................... 33,248,670 26,910,907 29,119,913 24,604,864
============ ============ ============ ============
Diluted................................. 35,225,380 27,943,453 30,667,667 25,958,339
============ ============ ============ ============
See Accompanying Notes to Unaudited Consolidated Financial Statements
3
Scottish Re Group Limited
Unaudited Consolidated Statements of Comprehensive Income -
Three and nine months ended September 30, 2003 and 2002
(Dollars in thousands)
Three months Three months Nine months Nine months
ended ended September ended ended
September 30, 30, 2002 September 30, September 30,
2003 2003 2002
------------ --------------- ------------- ------------
Net income................................. $ 1,625 $ 6,979 $ 16,740 $ 19,826
--------- --------- -------- --------
Other comprehensive income (loss), net of
tax........................................
Unrealized (depreciation)
appreciation on investments:......... (6,423) 11,989 18,142 18,057
Add: reclassification adjustment for
investment gains (losses) included in
net income............................ 475 (2,324) (4,649) (3,604)
--------- --------- -------- --------
Unrealized (depreciation) appreciation on
investments net of income tax (benefit)
expense of $(3,364); $3,607; $3,466 and
$3,885..................................... (5,948) 9,665 13,493 14,453
Cumulative translation adjustment.......... 21 2,127 2,042 5,230
Minimum pension liability adjustment....... (6) - (45) -
--------- --------- -------- --------
Other comprehensive income................. (5,933) 11,792 15,490 19,683
--------- --------- -------- --------
Comprehensive income (loss) ............... $ (4,308) $ 18,771 $ 32,230 $ 39,509
========= ========= ======== ========
See Accompanying Notes to Unaudited Consolidated Financial Statements
4
Scottish Re Group Limited
Unaudited Consolidated Statements of
Shareholders' Equity - Nine
months ended September 30, 2003
and 2002
(Dollars in thousands)
Nine months Nine months
ended ended
September 30, September 30,
2003 2002
-------------- --------------
ORDINARY SHARES:
Beginning of period................................................ 26,927,456 20,144,956
Ordinary shares issued............................................. 9,200,000 6,750,000
Ordinary shares repurchased........................................ (1,525,000) -
Issuance to employees on exercise of options....................... 381,955 32,500
Issuance on exercise of warrants................................... 200,000 -
------------- ----------
End of period...................................................... 35,184,411 26,927,456
============= ==========
SHARE CAPITAL:
Beginning of period................................................ $ 269 $ 201
Ordinary shares issued............................................. 92 68
Ordinary shares repurchased........................................ (15) -
Issuance to employees on exercise of options....................... 4 -
Issuance on exercise of warrants................................... 2 -
------------- ----------
End of period...................................................... 352 269
------------- ----------
ADDITIONAL PAID-IN CAPITAL:
Beginning of period................................................ 416,712 301,542
Ordinary shares issued............................................. 180,105 114,252
Ordinary shares repurchased........................................ (29,966) -
Issuance to employees on exercise of options....................... 4,187 279
Issuance on exercise of warrants.................................. 2,998 -
Warrants repurchased............................................... (1,600) -
------------- ----------
End of period...................................................... 572,436 416,073
------------- ----------
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Unrealized appreciation (depreciation) on investments...................
Beginning of period................................................ 8,930 (3,626)
Change in period (net of tax)...................................... 13,493 14,567
------------- ----------
End of period...................................................... 22,423 10,941
------------- ----------
Cumulative translation adjustment.......................................
Beginning of period................................................ 5,908 -
Change in period................................................... 2,042 5,115
------------- ----------
End of period...................................................... 7,950 5,115
------------- ----------
Minimum pension liability adjustment
Beginning of period................................................ (1,371) -
Change in period................................................... (45) -
------------- ----------
End of period...................................................... (1,416) -
------------- ----------
ACCUMULATED OTHER COMPREHENSIVE INCOME ................................. 28,957 16,056
------------- ----------
RETAINED EARNINGS:
Beginning of period................................................ 60,644 33,165
Net income......................................................... 16,740 19,826
Dividends paid..................................................... (4,457) (3,698)
------------- ----------
End of period...................................................... 72,927 49,293
------------- ----------
TOTAL SHAREHOLDERS' EQUITY.............................................. $ 674,672 $ 481,691
============= ==========
See Accompanying Notes to Unaudited Consolidated Financial Statements
5
Scottish Re Group Limited
Unaudited Consolidated Statements of Cash Flows -
Nine months ended September 30, 2003 and 2002
(Dollars in thousands)
Nine months ended Nine months ended
September 30, September 30,
2003 2002
----------------- -----------------
OPERATING ACTIVITIES
Net income................................................................. $ 16,740 $ 19,826
Items not affecting cash:..................................................
Net realized losses................................................... 4,969 9,234
Amortization of investments........................................... 3,940 150
Amortization of deferred acquisition costs............................ 35,803 19,858
Amortization of present value of in-force business.................... 2,353 2,061
Changes in assets and liabilities:....................................
Accrued interest.................................................. (5,485) (770)
Reinsurance balances and risk fees receivable..................... (5,210) 48,540
Deferred acquisition costs........................................ (105,856) (81,989)
Deferred tax liability............................................ (8,766) 626
Other assets...................................................... 2,903 (457)
Current income tax receivable and payable......................... (1,484) 738
Reserves for future policy benefits............................... 118,301 16,317
Interest sensitive contract liabilities, net of funds withheld at
interest.......................................................... 12,111 12,622
Unit linked contract liabilities.................................. - (8,958)
Accounts payable and accrued expenses............................. (1,226) 668
Other............................................................. (2,236) (1,392)
------------ ------------
Net cash provided by operating activities.................................. 66,857 37,074
------------ ------------
INVESTING ACTIVITIES
Purchase of fixed maturity investments..................................... (968,551) (446,236)
Proceeds from sales of fixed maturity investments.......................... 212,929 121,665
Proceeds from maturity of fixed maturity investments....................... 165,466 70,964
Purchase of preferred stock ............................................... (71,168) -
Proceeds from sales of preferred stock..................................... 17,803 -
Proceeds from maturity of preferred stock.................................. 1,762 -
Purchase of fixed assets................................................... (4,409) -
------------ ------------
Net cash used in investing activities...................................... (646,168) (253,607)
------------ ------------
FINANCING ACTIVITIES
Deposits to interest sensitive contract liabilities........................ 449,185 159,046
Withdrawals from interest sensitive contract liabilities................... (27,635) (20,468)
Borrowings................................................................. - (43,929)
Issuance of ordinary shares................................................ 187,230 114,599
Repurchase of ordinary shares.............................................. (29,981) -
Repurchase of warrants..................................................... (1,600) -
Dividends paid............................................................. (4,457) (3,698)
------------ ------------
Net cash provided by financing activities.................................. 572,742 205,550
------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (6,569) (10,983)
Cash and cash equivalents, beginning of period............................. 149,666 97,165
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 143,097 $ 86,182
============ ============
See Accompanying Notes to Unaudited Consolidated Financial Statements
6
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements
At September 30, 2003
1. Change of Name
On September 2, 2003, Scottish Re Group Limited changed its name from
Scottish Annuity & Life Holdings, Ltd. At the same time, World-Wide Holdings
Limited and World-Wide Reassurance Company Limited changed their names to
Scottish Re Holdings Limited and Scottish Re Limited, respectively.
2. 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, 2002.
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.
3. New Accounting Pronouncements
In December 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure, an Amendment of FASB
Statement No. 123". In prior years, we applied the intrinsic value-based expense
provisions set forth in ABP Opinion No. 25, "Accounting for Stock Issued to
Employees" and did not recognize compensation expense. Effective January 1,
2003, we adopted the modified prospective method of fair value-based stock
option expense provisions of SFAS No. 123 as amended by SFAS No. 148. This has
resulted in a charge to income of $77,000 and $158,000 in the three and nine
month periods ended September 30, 2003, respectively.
In May 2003, FASB approved for issuance a Statement of Position ("SOP"),
"Accounting and Reporting by Insurance Enterprises for Certain Nontraditional
Long-Duration Insurance Contracts and for Separate Accounts". This Statement of
Position 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. At the date of initial application of this SOP, we are required to
make 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". We do
not believe the implementation of this SOP will have a material effect on our
financial statements.
The Derivative Implementation Group has released Statement 133
Implementation Issue No. 36, "Embedded Derivatives: Bifurcation of a Debt
Instrument that Incorporates Both Interest Rate Risk and Credit Rate Risk
Exposures that are Unrelated or Only Partially Related to the Creditworthiness
of the
7
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements
At September 30, 2003
Issuer of that Instrument" ("DIG B36"). DIG B36 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 reinsurance agreements, where interest is determined by reference to
a pool of fixed maturity assets, are arrangements containing embedded
derivatives requiring bifurcation. Our funds withheld at interest, which arise
under modified coinsurance agreements, are therefore considered to contain
embedded derivatives requiring bifurcation. We are required to adopt DIG B36 in
the quarter ending December 31, 2003. We are in the process of implementing DIG
B36 and of determining the value of the related embedded derivatives in our
funds withheld at interest. The market value of funds withheld at interest was
$1.3 billion at September 30, 2003 and its carrying value was $1.2 billion.
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 and we expect to complete the closure of this office by December
31, 2003. We have reported the results of the Luxembourg Wealth Management
activities as discontinued operations. During the quarter ended September 30,
2003 losses from these operations amounted to $157,000 in comparison with
$127,000 in the prior year period. Losses incurred in respect of these
operations in the nine month period ended September 30, 2003 and 2002 amounted
to $1.8 million ($0.06 per diluted share) and $218,000, respectively.
8
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements
At September 30, 2003
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, Life Reinsurance International and Wealth Management.
The segment reporting for the lines of business is as follows:
Three months ended September 30, 2003
Life Life
Reinsurance Reinsurance Wealth
North America International Management Other Total
------------- ------------- ------------ ------------ -----------
Premiums earned................ $ 62,446 $ 30,295 $ - $ - $ 92,741
Investment income, net......... 34,889 1,860 44 1,340 38,133
Fee income..................... 2,128 - 804 - 2,932
Realized gains (losses)........ 395 (89) - 438 744
----------- ---------- ---------- ----------- ----------
Total revenues................. 99,858 32,066 848 1,778 134,550
----------- ---------- ---------- ----------- ----------
Claims and other policy
benefits.................... 46,559 22,865 - - 69,424
Interest credited to interest
sensitive contract
liabilities................. 33,294 - - - 33,294
Acquisition costs and other
insurance expenses, net..... 21,634 5,355 604 - 27,593
Operating expenses............. 2,404 3,584 69 2,696 8,753
Interest expense............... 235 - - 1,634 1,869
----------- ---------- ---------- ----------- ----------
Total benefits and expenses.... 104,126 31,804 673 4,330 140,933
----------- ---------- ---------- ----------- ----------
Net income (loss) from
continuing operations
before income taxes......... $ (4,268) $ 262 $ 175 $ (2,552) $ (6,383)
=========== ========== ========== =========== ==========
9
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements
At September 30, 2003
Three months ended September 30, 2002
Life
Reinsurance Life Reinsurance Wealth
North America International Management Other Total
------------- ------------- ---------- ----- -----
Premiums earned................ $ 29,481 $ 25,641 $ - $ - $ 55,122
Investment income, net......... 26,440 1,297 19 907 28,663
Fee income..................... 447 - 893 - 1,340
Realized losses................ (2,318) (3,610) - (1) (5,929)
------------- ----------- --------- ---------- ----------
Total revenues................. 54,050 23,328 912 906 79,196
------------- ----------- --------- ---------- ----------
Claims and other policy benefits 21,937 13,708 0 - 35,645
Interest credited to interest
sensitive contract liabilities 13,224 - 0 - 13,224
Acquisition costs and other
insurance expenses, net..... 12,294 3,814 822 (7) 16,923
Operating expenses............. 2,271 1,576 621 1,918 6,386
Interest expense............... - - - 111 111
------------- ----------- --------- ---------- ----------
Total benefits and expenses.... 49,726 19,098 1,443 2,022 72,289
------------- ----------- --------- ---------- ----------
Net income (loss) from
continuing operations before
income taxes.................. $ 4,324 $ 4,230 $ (531) $ (1,116) $ 6,907
============= =========== ========= ========== ==========
Nine months ended September 30, 2003
Life
Reinsurance Life Reinsurance Wealth
North America International Management Other Total
------------- --------------- ---------- ----- -----
Premiums earned................ $ 158,471 $ 93,825 $ - $ - $ 252,296
Investment income, net......... 97,169 5,604 139 3,360 106,272
Fee income..................... 4,523 - 2,780 - 7,303
Realized gains (losses)........ (4,656) (962) (8) 657 (4,969)
------------- ----------- --------- ---------- ----------
Total revenues................. 255,507 98,467 2,911 4,017 360,902
------------- ----------- --------- ---------- ----------
Claims and other policy benefits 118,785 59,101 - - 177,886
Interest credited to interest
sensitive contract liabilities 66,061 - - - 66,061
Acquisition costs and other
insurance expenses, net..... 55,900 18,576 1,656 - 76,132
Operating expenses............. 6,819 9,425 424 8,099 24,767
Interest expense............... 712 - - 4,821 5,533
------------- ----------- --------- ---------- ----------
Total benefits and expenses.... 248,277 87,102 2,080 12,920 350,379
------------- ----------- --------- ---------- ----------
Net income (loss) from
continuing operations before
income taxes................ $ 7,230 $ 11,365 $ 831 $ (8,903) $ 10,523
============= =========== ========= ========== ==========
10
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements
At September 30, 2003
Nine months ended September 30, 2002
Life Life
Reinsurance Reinsurance Wealth
North America International Management Other Total
------------- ------------- ---------- ----- -----
Premiums earned................ $ 72,012 $ 52,093 $ - $ - $ 124,105
Investment income, net......... 69,123 4,405 (110) 3,112 76,530
Fee income..................... 3,056 - 2,559 - 5,615
Realized losses................ (3,051) (6,096) - (87) (9,234)
----------- ---------- ---------- ---------- ----------
Total revenues................. 141,140 50,402 2,449 3,025 197,016
----------- ---------- ---------- ---------- ----------
Claims and other policy
benefits.................... 55,079 31,197 - - 86,276
Interest credited to interest
sensitive contract
liabilities................. 33,543 - - - 33,543
Acquisition costs and other
insurance expenses, net..... 31,969 5,488 2,335 - 39,792
Operating expenses............. 4,968 5,030 1,207 5,334 16,539
Interest expense............... - - - 593 593
----------- ---------- ---------- ---------- ----------
Total benefits and expenses.... 125,559 41,715 3,542 5,927 176,743
----------- ---------- ---------- ---------- ----------
Net income (loss) from
continuing operations
before income taxes......... $ 15,581 $ 8,687 $ (1,093) $ (2,902) $ 20,273
=========== ========== ========== ========== ==========
Assets September 30, 2003 December 31, 2002
------------------ -----------------
Life Reinsurance
North America.............................. $ 3,065,451 $ 2,236,089
International.............................. 286,127 265,658
------------- -------------
Total Life Reinsurance......................... 3,351,578 2,501,747
Wealth Management.............................. 733,462 681,534
Other.......................................... 142,625 107,945
------------- -------------
Total.......................................... $ 4,227,665 $ 3,291,226
============= =============
11
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements
At September 30, 2003
6. Earnings per ordinary share
The following table sets forth the computation of basic and diluted
earnings per ordinary share:
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Numerator:
Net income......................... $1,625 $6,979 $16,740 $19,826
========== ========== ========== ==========
Denominator:
Denominator for basic
earnings per ordinary
share - Weighted average
number of ordinary shares....... 33,248,670 26,910,907 29,119,913 24,604,864
Effect of dilutive securities......
- Stock options................... 1,040,059 729,007 894,184 860,740
- Warrants........................ 936,651 303,539 653,570 492,735
---------- ---------- ---------- ----------
Denominator for dilutive
earnings per ordinary share..... 35,225,380 27,943,453 30,667,667 25,958,339
========== ========== ========== ==========
Earnings per ordinary share
from continuing operations
-Basic.......................... $0.05 $0.26 $0.64 $0.81
========== ========== ========== ==========
Earnings per ordinary share
from continuing operations
- Diluted....................... $0.05 $0.25 $0.60 $0.77
========== ========== ========== ==========
Basic earnings per ordinary
share........................... $0.05 $0.26 $0.57 $0.81
========== ========== ========== ==========
Diluted earnings per ordinary
share........................... $0.05 $0.25 $0.55 $0.76
========== ========== ========== ==========
7. Deferred acquisition costs
The change in deferred acquisition costs is as follows:
Three Three Nine Nine
months months months months
ended ended ended ended
September September September September
30, 2003 30, 2002 30, 2003 30, 2002
--------- --------- --------- ---------
Balance beginning of period........ $ 262,015 $ 150,464 $ 213,516 $ 113,898
Expenses deferred.................. 37,927 31,801 105,856 81,989
Amortization expense............... (14,216) (6,261) (35,803) (19,858)
Deferred acquisition costs on
realized losses................... (790) (276) 1,367 (301)
----------- ----------- ----------- -----------
Balance end of period.......... $ 284,936 $ 175,728 $ 284,936 $ 175,728
=========== =========== =========== ===========
12
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements
At September 30, 2003
8. Due to Related Parties
In the normal course of business, we enter into reinsurance contracts with
Pacific Life Insurance Company ("Pacific Life"), a shareholder, in which we both
assume and cede business. Amounts due to Pacific Life of $1.4 million at
September 30, 2003 are included in reinsurance balances payable. Amounts due
from Pacific Life of $817,000 at December 31, 2002 are included in reinsurance
balances and risk fees receivable.
9. Credit Facilities
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.
a) 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.
At September 30, 2003 and December 31, 2002 there were no borrowings under
these facilities. Outstanding letters of credit under these facilities at
September 30, 2003 and December 31, 2002 amounted to $27.6 million and $9.1
million, respectively. Each facility has covenants, including a consolidated net
worth covenant and a maximum leverage covenant.
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 September 30, 2003 and December 31, 2002, there were no
borrowings under this agreement.
10. Long-term debt
Long-term debt consists of:
September 30, 2003 December 31, 2002
------------------ -----------------
4.5% senior convertible notes due 2022.................. $ 115,000 $ 115,000
Capital securities...................................... 17,500 17,500
------------ ------------
Total $ 132,500 $ 132,500
============ ============
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,
13
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements
At September 30, 2003
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 Group
Limited 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.
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 September 30, 2003
and December 31, 2002, the interest rates were 5.16% and 5.38%, 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.
14
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements
At September 30, 2003
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 September 30, 2003
and December 31, 2002, the interest rates were 5.16% and 5.38%, 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.
11. Stock option plans
We have 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 will become 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.
In prior years, we adopted the provisions of APB Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations in
accounting for employee stock options. Since the exercise price of the stock
options equals or exceeds the market price of the underlying stock on the date
of grant, no compensation expense was recognized.
In December 2002, the Financial Accounting Standards Board issued SFAS
No.148, "Accounting for Stock-Based Compensation - Transition and Disclosure, an
Amendment of FASB Statement No. 123". Effective January 1, 2003, we adopted the
modified prospective method of fair value-based stock option expense provisions
of SFAS No. 123 as amended by SFAS No. 148. Compensation expense has been
recognized for all stock options granted since January 1, 2003. This has
resulted in a charge to income of $77,000 and $158,000 in the three and nine
month periods ended September 30, 2003, respectively.
Pro forma information regarding net income and earnings per share for all
outstanding stock options is required by SFAS No. 148 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
15
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements
At September 30, 2003
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.
Our pro forma information is as follows:
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30
2003 2002 2003 2002
------------- ------------- ------------- ------------
Net income-- as reported.................... $ 1,625 $ 6,979 $ 16,740 $ 19,826
Stock-based employee compensation cost, net
of related tax effects, included in the
determination of net income as reported. 77 - 158 -
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... (562) (948) (1,881) (3,264)
--------- --------- ---------- ----------
Net income-- pro forma...................... $ 1,140 $ 6,031 $ 15,017 $ 16,562
========= ========= ========== ==========
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30
2003 2002 2003 2002
------------- ------------- ------------- ------------
Basic earnings per ordinary share-- as
reported................................ $ 0.05 $ 0.26 $ 0.57 $ 0.81
Basic earnings per ordinary share-- pro
forma................................... $ 0.03 $ 0.22 $ 0.52 $ 0.67
Diluted earnings per ordinary share-- as
reported................................ $ 0.05 $ 0.25 $ 0.55 $ 0.76
Diluted earnings per ordinary share-- pro
forma................................... $ 0.03 $ 0.22 $ 0.49 $ 0.64
12. Shareholders' equity
On July 23, 2003, we completed a public offering of 9,200,000 ordinary
shares (which included an over-allotment option of 1,200,000 ordinary shares) at
an offering price of $20.75 per share ($19.66 per share after the underwriting
discount) in which we raised aggregate net proceeds of $180.1 million. We used
$30.0 million of these proceeds to repurchase 1,525,000 ordinary shares from
Pacific Life Insurance Company at a purchase price of $19.66 per share.
During the nine months ended September 30, 2003 we issued 381,955 ordinary
shares to employees upon the exercise of stock options. During the nine months
ended September 30, 2003 we issued 200,000 ordinary shares upon the exercise of
Class A warrants and we repurchased 200,000 Class B warrants for $3.0 million.
16
Scottish Re Group Limited
Notes to Unaudited Consolidated Financial Statements
At September 30, 2003
13. Subsequent Events
(a) Acquisition
On October 24, 2003, we announced our agreement to acquire 95% of the
outstanding capital stock of ERC Life Reinsurance Corporation ("ERC Life"), a
subsidiary of GE's Employers Reinsurance Corporation for $151.0 million in cash.
The transaction, which is expected to close later this year, is subject to
regulatory approval. The business of ERC Life consists of a closed block of
mostly traditional life reinsurance. ERC Life has approximately $800.0 million
in total assets and approximately $100.0 million of statutory capital and
surplus. The gross face amount of the in force business, approximately $170
billion, represents about five percent of GE ERC's life and health reinsurance
business.
(b) Issue of capital securities
On October 29, 2003, Scottish Holdings Statutory Trust II, a Connecticut
statutory business trust, issued and sold in a private offering an aggregate of
$20.0 million floating rate capital securities. All of the common shares of
Scottish Holdings Statutory Trust II are owned by Scottish Holdings Inc., a
wholly owned subsidiary.
17
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
On September 2, 2003, we changed our name to Scottish Re Group Limited from
Scottish Annuity & Life Holdings, Ltd. In addition, our wholly owned
subsidiaries World-Wide Holdings Ltd. and World-Wide Reassurance Company Limited
changed their names to Scottish Re Holdings Limited and Scottish Re Limited.
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. Life
Reinsurance North America and Life Reinsurance International together are a
reporting operating segment. 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.
We refer to this portion of our business as Wealth Management, which is another
reportable operating segment. Other revenues and expenses not related to Life
Reinsurance or Wealth Management are reported in the "Other" segment.
On October 24, 2003, we announced our agreement to acquire 95% of the
outstanding capital stock of ERC Life Reinsurance Corporation ("ERC Life"), a
subsidiary of GE's Employers Reinsurance Corporation for $151.0 million in cash.
The transaction, which is expected to close later this year, is subject to
regulatory approval. The business of ERC Life consists of a closed block of
mostly traditional life reinsurance. ERC Life has approximately $800.0 million
in total assets and approximately $100.0 million of statutory capital and
surplus. The gross face amount of the in-force business, approximately $170.0
billion, represents about five percent of GE ERC's life and health reinsurance
business.
All amounts are reported in thousands of United States dollars, except per
share amounts.
Revenues
We derive revenue from four principal sources:
o premiums from reinsurance assumed on life business;
o fee income from our variable life insurance and variable annuity
products and from financial reinsurance transactions;
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
18
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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 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.
In our Wealth Management business, when we sell a variable life insurance
policy or a variable annuity contract, we charge mortality, expense and
distribution risk fees that are based on total assets in each policyholder's
separate account. In the case of variable life insurance policies, we also
charge a cost of insurance fee based on the amount necessary to cover the death
benefit under the policy.
Our investment income includes interest earned on our fixed income
investments and income from funds withheld at interest under modified
coinsurance agreements. Under GAAP, 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
19
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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.
Factors affecting profitability
We seek to generate profits from three 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, in our Wealth
Management business, we seek to generate fee income that will exceed the
expenses of maintaining and administering our variable life insurance and
variable annuity products. Third, 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;
o the level of fees that we charge on our Wealth Management contracts;
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
Financial Accounting Standard 60 applies to 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
20
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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.
Financial Accounting Standard 97 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, 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.
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 requires 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
21
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
acquisition. In June 2001, the Financial Accounting Standards Board issued SFAS
No. 142, "Goodwill and Other Intangible Assets," effective for fiscal years
beginning after December 15, 2001. SFAS No. 142 requires that goodwill and
intangible assets deemed to have indefinite lives are no longer amortized but
are subject to annual impairment tests in accordance with the Statement. We
applied the new rules on accounting for goodwill during 2002. Goodwill
recognized in the consolidated balance sheet was assigned to reporting units and
has been tested for impairment at June 30, 2003. There was no impairment.
Fixed maturity investments are evaluated for other than temporary
impairments in accordance with Statement of Financial Accounting Standards 115:
"Accounting for Certain Investments in Debt and Equity Securities" ("SFAS 115")
and Emerging Issues Task Force 99-20: "Recognition of Interest Income and
Impairment on Purchased and Retained Beneficial Interest in Securitized Assets"
("EITF 99-20"). 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 cost, length of time the value has been below 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 accounting policies addressing reserves, deferred acquisition costs,
value of business acquired, goodwill and investment impairment involve
significant assumptions, judgments and estimates. Changes in these assumptions,
judgments and estimates could create material changes in our consolidated
financial statements.
Results of Operations
Consolidated results of operations
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Premiums earned....................................... $ 92,741 $ 55,122 $ 252,296 $ 124,105
Investment income, net................................ 38,133 28,663 106,272 76,530
Fee income............................................ 2,932 1,340 7,303 5,615
Realized gains (losses)............................... 744 (5,929) (4,969) (9,234)
---------- --------- ---------- ----------
Total revenues........................................ 134,550 79,196 360,902 197,016
---------- --------- ---------- ----------
Claims and other policy benefits...................... 69,424 35,645 177,886 86,276
Interest credited to interest sensitive contract
liabilities........................................... 33,294 13,224 66,061 33,543
Acquisition costs and other insurance expenses, net... 27,593 16,923 76,132 39,792
Operating expenses.................................... 8,753 6,386 24,767 16,539
Interest expense...................................... 1,869 111 5,533 593
---------- --------- ---------- ----------
Total benefits and expenses........................... 140,933 72,289 350,379 176,743
---------- --------- ---------- ----------
Net income before income taxes........................ (6,383) 6,907 10,523 20,273
Income tax benefit (expense) ......................... 8,165 199 7,999 (229)
---------- --------- ---------- ----------
Income from continuing operations..................... 1,782 7,106 18,522 20,044
Loss from discontinued operations..................... (157) (127) (1,782) (218)
---------- --------- ---------- ----------
Net income............................................ $ 1,625 $ 6,979 $ 16,740 $ 19,826
========== ========= ========== ==========
22
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Total revenues increased by 70% to $134.6 million in the third quarter of
2003 from $79.2 million in the same period of 2002. Total revenues increased by
83% to $360.9 million during the first nine months of 2003 from $197.0 million
in the same period of 2002. Total revenues include premiums earned in our Life
Reinsurance operations, investment income on our invested assets, fee income on
our Life Reinsurance and Wealth Management operations and realized losses on our
investment portfolios. The increase in premiums earned is primarily due to
continued growth in our Life Reinsurance North America and Life Reinsurance
International segments. 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 debt offerings in November and December 2002. Total benefits
and expenses increased by 95% to $140.9 million in the third quarter of 2003
from $72.3 million in the same period in 2002. Total benefits and expenses
increased by 98% to $350.4 million during the first nine months of 2003 from
$176.7 million in the same period in 2002. The increase was due to continued
growth in our Life Reinsurance North America and Life Reinsurance International
segments, a $12.5 million charge to account for revised reporting by a ceding
company client in connection with two fixed annuity reinsurance contracts,
additional operating costs required to meet the growth in our business and
additional interest expense arising from the debt issuance in November and
December 2002.
During 2003, we decided to discontinue our Wealth Management operations in
Luxembourg. We have transferred our Luxembourg Wealth Management business to
third parties and we expect to complete the closure of this office by December
31, 2003. We have reported the results of the Luxembourg Wealth Management
activities as discontinued operations. During the quarter ended September 30,
2003 losses from these operations amounted to $157,000 in comparison with
$127,000 in the prior year period. Losses incurred in respect of these
operations in the nine month period ended September 30, 2003 and 2002 amounted
to $1.8 million ($0.06 per diluted share) and $218,000, respectively.
Earnings per ordinary share
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Income from continuing operations $1,782 $7,106 $18,522 $20,044
========== ========== ========== ==========
Net income............................. $1,625 $6,979 $16,740 $19,826
========== ========== ========== ==========
Earnings per ordinary share from
continuing operations -Basic........... $0.05 $0.26 $0.64 $0.81
========== ========== ========== ==========
Earnings per ordinary share from
continuing operations - Diluted........ $0.05 $0.25 $0.60 $0.77
========== ========== ========== ==========
Basic earnings per ordinary share...... $0.05 $0.26 $0.57 $0.81
========== ========== ========== ==========
Diluted earnings per ordinary share.... $0.05 $0.25 $0.55 $0.76
========== ========== ========== ==========
Weighted average number of
ordinary shares outstanding:
Basic.................................. 33,248,670 26,910,907 29,119,913 24,604,864
========== ========== ========== ==========
Diluted................................ 35,225,380 27,943,453 30,667,667 25,958,339
========== ========== ========== ==========
Income from continuing operations for the third quarter decreased by 75% to
$1.8 million from $7.1 million in the same quarter in 2002. Income from
continuing operations for the first nine months decreased by 8% to $18.5 million
from $20.0 million in the same period in 2002. The decrease is
23
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
attributable to revised reporting from a ceding company in respect of two fixed
annuity reinsurance contracts which offset the growth in our Life Reinsurance
operations. Diluted earnings per ordinary share from continuing operations
amounted to $0.05 for the quarter ended September 30, 2003 and $0.25 per
ordinary share in the prior year period, a decrease of 80%. For the nine month
period, diluted earnings per ordinary share from continuing operations decreased
by 22% to $0.60 from $0.77 in the same period in 2002.
Diluted earnings per ordinary share amounted to $0.05 and $0.25 for the
third quarter of 2003 and 2002 respectively. Diluted earnings per ordinary share
amounted to $0.55 for the first nine months of 2003 and $0.76 in the same period
in 2002, a decrease of 28%. Diluted earnings per ordinary share for the quarter
and for the year decreased for the reasons discussed above. In addition, the
number of weighted average shares outstanding increased mainly due to the public
offering of 9,200,000 ordinary shares in July 2003.
Premiums earned
Premiums earned during the three months ended September 30, 2003 increased
by 68% to $92.7 million from $55.1 million in the same period in the prior year.
Premiums earned during the nine months ended September 30, 2003 increased by
103.3% to $252.3 million from $124.1 million in the same period in the prior
year.
Premiums earned in our Life Reinsurance North America segment during the
three month period ended September 30, 2003 increased 112% to $62.4 million in
comparison with $29.5 million in the three month period ended September 30,
2002. Premiums earned in this segment during the first nine months increased by
120% to $158.5 million in comparison with $72.0 million in the nine month period
ended September 30, 2002. The increase is due to increases in the amounts of
life insurance in-force on existing treaties and on new business written during
the quarter. As of September 30, 2003, we reinsured approximately $105.2 billion
of life insurance in-force on 1,972,000 lives. During the September quarter of
2003, we added $14.8 billion of life insurance in-force in comparison with $8.5
billion in the prior year period. In the nine months ended September 30, 2003,
we added $37.1 billion of life insurance in-force in comparison with $22.6
billion in the prior year period. Our average benefit coverage per life was
$42,000 and we reinsured approximately $57.6 billion of life insurance in-force
on 1,373,000 lives as of September 30, 2002. Our average benefit coverage per
life was $53,000 as of September 30, 2003.
Premiums earned in our Life Reinsurance International segment during the
third quarter increased by 18% to $30.3 million in comparison with $25.6 million
in the three month period ended September 30, 2002. Premiums earned in this
segment during the first nine months increased by 80% to $93.8 million in
comparison with $52.1 million in the nine month period ended September 30, 2002.
Our Life Reinsurance International segment completed the acquisition of an
in-force block of business effective October 1, 2002. This transaction has
contributed $6.0 million to premiums earned during the current quarter and $19.6
million during the first nine months of 2003. Premiums earned on other life
business decreased by $5.2 million during the current quarter compared to the
same period in 2002 due largely to irregular reporting patterns by cedents in
2002. Premiums earned on other life business increased $12.2 million in the
first nine months of 2003 in comparison with the prior period in 2002. The
increase is due to an increase in the number of contracts to 1,909 in the
current nine month period from 1,261 for the same nine month period in 2002.
Premiums earned on aircrew "loss of license" insurance increased by $1.5 million
during the current quarter and $7.4 million in the first nine months of 2003 in
comparison with the prior year periods in 2002. At September 30, 2003, there
were 228 in-force contracts of which 62 incepted during the nine month period
ended September 30, 2003.
24
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Fee income
Both Life Reinsurance and Wealth Management operations generate fee income.
We earn fees in Life Reinsurance on certain of our financial reinsurance
treaties that do not qualify under risk transfer rules for reinsurance
accounting.
Fee income is as follows:
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Life Reinsurance North America........ $2,128 $447 $4,523 $3,056
Wealth Management..................... 804 893 2,780 2,559
------ ------ ------ ------
$2,932 $1,340 $7,303 $5,615
====== ====== ====== ======
Fee income in our Life Reinsurance North America segment increased by 376%
to $2.1 million in the quarter ended September 30, 2003 in comparison with the
prior year period. For the nine month period ended September 30, 2003, fee
income in our Life Reinsurance North America segment has increased 48% to $4.5
million. The increases are due to continued growth in our Life Reinsurance North
America segment. Wealth Management fees decreased by 10% to $0.8 million during
the three month period ended September 0, 2003 and increased by 9% to $2.8
million during the nine month period ended September 30, 2003. The overall
growth in fees is principally due to the growth in segregated account balances,
which is due to an increase in the number of clients and improved investment
performance. The number of clients has grown from 138 at September 30, 2002 to
153 at September 30, 2003. Segregated assets amount to $695.6 million at
September 30, 2003 in comparison to $570.6 million at September 30, 2002. Policy
face amounts totaled $1.1 billion and $978.1 million at September 30, 2003 and
2002, respectively.
The change in the segregated assets is as follows:
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Balance at beginning of period..... $ 723,906 $ 573,150 $ 653,588 $ 602,800
Deposits........................... 9,438 12,592 76,177 24,399
Withdrawals........................ (39,596) (21,182) (49,765) (21,832)
Investment performance............. 1,844 5,990 15,592 (34,817)
------------ ------------ ------------ ------------
Balance at end of period........... $ 695,592 $ 570,550 $ 695,592 $ 570,550
============ ============ ============ ============
Investment income
Net investment income increased by $9.5 million or 33% to $38.1 million for
the three months ended September 30, 2003 from $28.7 million for the prior year
period. Net investment income increased by $29.7 million or 39% to $106.3
million for the nine months ended September 30, 2003 from $76.5 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 2002 and 2003. Our
total invested assets have increased
25
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
significantly because of growth in our Life Reinsurance North America segment,
investment of the proceeds of our equity offering in July 2003 and our
convertible debt and capital securities offerings in November and December 2002.
Total invested assets have increased from $2.0 billion at September 30, 2002 to
$3.1 billion at September 30, 2003. Funds withheld at interest grew from $1.0
billion at September 30, 2002 to $1.2 billion at September 30, 2003.
During the nine month period ended September 30, 2003, average book yields
were lower than in the same period in 2002. On the $1.8 billion portfolio
managed by our external investment managers the yields on fixed rate assets were
5.3% and 6.2% at September 30, 2003 and 2002, respectively. The reduction in
yield was due primarily to the much 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 3.1% from 3.5%, and the yield on our cash and cash equivalents
increased to 1.6% from 1.5%. The volume of floating rate assets increased during
2002 and 2003 as a result of our investing the proceeds of floating rate funding
agreements to earn a spread over the cost of funds.
The analysis of investment income by segment is as follows:
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Life Reinsurance - North America........ $ 34,889 $ 26,440 $ 97,169 $ 69,123
- International........ 1,860 1,297 5,604 4,405
Wealth Management........................ 44 19 139 (110)
Other.................................... 1,340 907 3,360 3,112
---------- ---------- ---------- ----------
Total.................................... $ 38,133 $ 28,663 $ 106,272 $ 76,530
========== ========== ========== ==========
Realized gains (losses)
During the three months ended September 30, 2003, realized gains amounted
to $0.7 million in comparison with realized losses of $5.9 million in the same
period in 2002. During the nine months ended September 30, 2003, realized losses
amounted to $5.0 million in comparison with $9.2 million in the same period in
2002.
During the quarter ended September 30, 2003, we have not recognized any
losses in respect of "other than temporary impairments" on investments. During
the nine month period ended September 30, 2003, we recognized $1.7 million in
respect of these losses. There were $1.8 million of "other than temporary
impairment" losses recognized during the first nine months of 2002. These losses
include "other than temporary impairment losses" notified by ceding companies on
contracts written on a modified coinsurance basis. They are stated net of the
related deferred acquisition costs. 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
26
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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. During the quarter ended September 30, 2003, we
recognized $1.7 million in respect of EITF 99-20 losses in comparison with $1.5
million in the prior year period. During the nine month period ended September
30, 2003, these losses amounted to $4.0 million in comparison with $4.0 million
for the same period in 2002.
The impairment losses discussed above have been partially offset by net
realized gains on the disposals of fixed maturity investments.
27
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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 September
30, 2003 and 2002.
Three months ended September 30, 2003
-------------------------------------
Credit Concern Other Total
-------------- ----- -----
Days Proceeds Loss Proceeds Loss Proceeds Loss
-------- ---- -------- ---- -------- ----
(dollars in thousands)
0-90.......... $ - $ - $17,657 $ (180) $17,657 $ (180)
91-180........ 100 (83) 2,108 (10) 2,208 (93)
181-270....... - - 279 (2) 279 (2)
271-360....... - - 479 (55) 479 (55)
Greater than
360 1,577 (765) 1,380 (116) 2,957 (881)
------- ------- ------- ------ ------- -------
Total......... $ 1,677 $ (848) $21,903 $ (363) $23,580 $(1,211)
======= ======= ======= ====== ======= =======
Three months ended September 30, 2002
-------------------------------------
Credit Concern Other Total
-------------- ----- -----
Days Proceeds Loss Proceeds Loss Proceeds Loss
-------- ---- -------- ---- -------- ----
(dollars in thousands)
0-90.......... $ 1,000 $ (40) $10,065 $ (66) $11,065 $ (106)
271-360....... 456 (28) - - 456 (28)
Greater than
360 777 (266) - - 777 (266)
------- ------ ------- ----- ------- ------
Total......... $ 2,233 $ (334) $10,065 $ (66) $12,298 $ (400)
======= ====== ======= ===== ======= ======
Nine months ended September 30, 2003
------------------------------------
Credit Concern Other Total
-------------- ----- -----
Days Proceeds Loss Proceeds Loss Proceeds Loss
-------- ---- -------- ---- -------- ----
(dollars in thousands)
0-90.......... $ - $ - $20,133 $ (183) $20,133 $ (183)
91-180........ 3,529 (295) 2,108 (10) 5,637 (305)
181-270....... 1,200 (241) 279 (2) 1,479 (243)
271-360....... - - 479 (55) 479 (55)
Greater than
360 3,051 (778) 1,380 (116) 4,431 (894)
- -------------- ------- -------- ------- ------- ------- --------
Total......... $ 7,780 $(1,314) $24,379 $ (366) $32,159 $(1,680)
======= ======= ======= ====== ======= =======
Nine months ended September 30, 2002
------------------------------------
Credit Concern Other Total
-------------- ----- -----
Days Proceeds Loss Proceeds Loss Proceeds Loss
-------- ---- -------- ---- -------- ----
(dollars in thousands)
0-90.......... $11,688 $ (628) $16,893 $ (94) $28,581 $ (722)
91-180........ 2,949 (199) 2,044 (45) 4,993 (244)
271-360....... 456 (28) - - 456 (28)
Greater than
360 1,435 (364) - - 1,435 (364)
------- ------- ------- ------ ------- -------
Total......... $16,528 $(1,219) $18,937 $ (139) $35,465 $(1,358)
======= ======= ======= ====== ======= =======
28
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
At December 31, 2002, we held unit-linked securities amounting to $16.5
million. These securities comprised investments in a unit trust denominated in
British pounds. These securities were acquired as part of the purchase of
Scottish Re Holdings (formerly World-Wide Holdings Limited) and were recorded at
quoted market value. Changes in market value were recorded as net realized gains
or losses. During the quarter ended June 30, 2003, we novated our liabilities on
our unit-linked contracts as discussed in "Claims and Other Policy Benefits".
The liabilities were settled by transferring a portion of the unit-linked
securities to the original ceding company. The remaining unit-linked securities
were sold realizing a gain of $0.3 million during that quarter. During the
quarter ended September 30, 2002 and the nine month periods ended September 30,
2003 and 2002, changes in market value of those securities of $3.4 million, $0.9
million and $5.8 million, respectively, were recognized as realized losses.
Claims and other policy benefits
Claims and other policy benefits increased by 95% to $69.4 million in the
three month period ended September 30, 2003 in comparison with $35.6 million in
the prior year period. Claims and other policy benefits increased by 106% to
$177.9 million in the nine month period ended September 30, 2003 in comparison
with $86.3 million in the prior year period.
Claims and other policy benefits in our Life Reinsurance North America
segment increased by 112% to $46.6 million in the three month period ended
September 30, 2003 from $21.9 million in the same quarter in 2002. Claims and
other policy benefits increased by 116% to $118.8 million in the nine month
period ended September 30, 2003 from $55.1 million in the same period in 2002.
The increase is as a result of the increased number of clients and the increase
in our traditional solutions business from these clients as previously
described. 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.
Claims and other policy benefits in our Life Reinsurance International
segment increased by 67% to $22.9 million in the three month period ended
September 30, 2003 from $13.7 million in the same quarter in 2002. Claims and
other policy benefits increased by 89% to $59.1 million in the nine month period
ended September 30, 2003 from $31.2 million in the same period in 2002. The
increase is a result of the increased volume of business, as previously
described, together with the acquisition of an in-force block of business
effective October 2002 on which claims amounted to $3.7 million for the quarter
and $10.4 million during the first nine months of 2003.
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. Our maximum retention per life in our Life
Reinsurance International segment is $250,000. 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.
During 2003, we entered into an agreement to novate our unit-linked
liabilities. The outstanding liabilities were settled by transferring an agreed
number of unit-linked securities to the counter-party to the novation agreement.
The settlement was less than the liability previously recorded at March 31, 2003
of $15.5 million and therefore resulted in a release of liabilities of $3.4
million.
29
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Interest credited to interest sensitive contract liabilities
For the three months ended September 30, 2003, interest credited to
interest sensitive contract liabilities increased by $20.1 million or 152% to
$33.3 million from $13.2 million in the same period in 2002. For the nine months
ended September 30, 2003, interest credited to interest sensitive contract
liabilities increased by $32.5 million or 97% to $66.1 million from $33.5
million in the same period in 2002. Included in interest credited to interest
sensitive contract liabilities during the quarter and nine month periods ended
September 30, 2003 is $12.5 million due to revised reporting by a ceding company
client in connection with two fixed annuity reinsurance contracts. 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 $170 million at September 30, 2003 in comparison
with $100 million at September 30, 2002. 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 $2.1 billion at September 30, 2003 in
comparison with $1.6 billion at September 30, 2002.
Acquisition costs and other insurance expenses
During the three month period ended September 30, 2003, acquisition costs
and other insurance expenses increased by $10.7 million or 63% to $27.6 million
from $16.9 million in the same period in 2002. During the nine month period
ended September 30, 2003, acquisition costs and other insurance expenses
increased by $36.3 million or 91% to $76.1 million from $39.8 million in the
same period in 2002. The increase was a result of the increased life and annuity
business in our Life Reinsurance North America segment and, as discussed above,
the acquisition of the block of business in our Life Reinsurance International
segment with effect from October 2002 which added $1.4 million for the current
quarter and $4.9 million during the first nine months of 2003 to acquisition
expenses. The increase was also a result of growth in the other business lines
in our Life Reinsurance International segment, as described above.
As discussed in "Interest credited to interest sensitive contract
liabilities" we incurred charges of $12.5 million this quarter due to revised
reporting by a ceding company client in connection with two fixed annuity
reinsurance contracts. In light of the impact of the revised reporting on the
estimated gross profits of the two treaties in question, we have revised the
amortization of deferred acquisition costs on the two treaties, along with two
other related treaties.
Acquisition costs also includes the amortization of the present value of
in-force business. As a result of the novation of the unit linked contract
liabilities (as described in "Claims and Other Policy Benefits") the present
value of the in-force on this business was fully amortized during 2003 resulting
in an additional charge of $1.9 million in the nine month period ended September
30, 2003.
30
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The components of these expenses are as follows:
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Commissions, excise taxes &
other insurance expenses.......... $ 50,646 $ 41,482 $ 141,932 $ 99,862
Deferral of expenses.............. (37,927) (31,801) (105,856) (81,989)
---------- ---------- ---------- ----------
12,719 9,681 36,076 17,873
Amortization - Present value
of in-force business.............. 658 981 4,253 2,061
Amortization -- Deferred
acquisition costs................. 14,216 6,261 35,803 19,858
---------- ---------- ---------- ----------
Total............................. $ 27,593 $ 16,923 $ 76,132 $ 39,792
========== ========== ========== ==========
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 reinsurance
treaty or, in the case of interest sensitive contracts, in relation to the
estimated gross profit in respect of the contracts.
The analysis of acquisition costs and other insurance expenses by segment
is as follows:
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Life Reinsurance - North America..... $21,634 $12,294 $55,900 $31,969
- International..... 5,355 3,814 18,576 5,488
Wealth Management 604 822 1,656 2,335
Other.................................. - (7) - -
------- ------- ------- -------
Total.................................. $27,593 $16,923 $76,132 $39,792
======= ======= ======= =======
31
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Operating expenses
Operating expenses increased to $8.8 million for the third quarter of 2003
compared to $6.4 million in the third quarter of 2002. Operating expenses
increased to $24.8 million for the first nine months of 2003 compared to $16.5
million for the first nine months in 2002. The split of these expenses between
segments is as follows:
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Life Reinsurance - North America...... $2,404 $2,271 $ 6,819 $ 4,968
- International...... 3,584 1,576 9,425 5,030
Wealth Management 69 621 424 1,207
Other................................... 2,696 1,918 8,099 5,334
------ ------ ------- -------
Total................................... $8,753 $6,386 $24,767 $16,539
====== ====== ======= =======
The increase in operating expenses is due to increased personnel and other
costs as we continued to grow our business. During 2002 and the first quarter of
2003, we continued to complete the staffing of our principal office in Bermuda.
Total employees in our operations have grown from 106 at September 30, 2002 to
140 at September 30, 2003. The number of employees in our Life Reinsurance
International segment has grown from 42 at September 30, 2002 to 59 at September
30, 2003. This growth has resulted in additional costs for office running
expenses. In 2003, we have experienced increased compensation costs for our
Board of Directors, increased legal and professional fees arising as a result of
corporate governance legislation, and have also incurred additional costs for
directors' and officers' insurance. Our operations are geographically diverse
with offices in Bermuda, the Cayman Islands, Charlotte, Dublin and Windsor. With
the growth of our business operations, we have incurred additional travel,
technology and communication expenses. Operating expenses in the quarter and
nine months ended September 30, 2002 included $730,000 non-recurring expenses in
respect of severance payments to certain employees.
Interest expense
We incurred interest expense of $1.8 million during the third quarter of
2003 in comparison with $111,000 during the third quarter of 2002. We incurred
interest expense of $5.5 million during the first nine months of 2003 in
comparison with $593,000 during the same period in 2002. Interest expense this
quarter comprises interest on the $115.0 million of convertible debt issued in
November 2002 and the $17.5 million capital securities issued in December 2002.
Interest expense in the quarter and first nine months of 2002 were in respect of
borrowings under our credit facility and reverse repurchase arrangements. The
credit facility borrowings were repaid in April 2002.
Financial Condition
Investments
At September 30, 2003, the portfolio controlled by us consisted of $1.8
billion of fixed income securities, preferred stock and cash. The majority of
these assets are traded, however $84.5 million represent investments in private
securities. Of the total portfolio controlled by us, $1.7 billion represented
the fixed income and preferred stock portfolios managed by external investment
managers and $113.1 million represented other cash balances. At September 30,
2003, the average Standard & Poor's rating of
32
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
that portfolio was "A+", the average effective duration was 4.20 years and the
average book yield was 4.85% as compared with an average rating of "AA-", an
average effective duration 3.03 years and an average book yield of 4.93 % at
December 31, 2002. At September 30, 2003, the unrealized appreciation on
investments, net of tax, was $22.4 million as compared with $8.9 million at
December 31, 2002. The unrealized appreciation on investments is included in our
consolidated balance sheet as part of shareholders' equity.
At December 31, 2002, the portfolio controlled by us consisted of $1.1
billion of traded fixed income securities and cash. Of this total, $1.0 billion
represented the fixed income portfolio managed by external investment managers,
and $131.0 million represented other cash balances.
In the table below are the total returns earned by our portfolio for the
nine months ended September 30, 2003, 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.
September 30, 2003
------------------
Portfolio performance...................... 4.13%
Customized index........................... 3.85%
Lehman Brothers Global Bond Index.......... 5.18%
S&P 500.................................... 14.71%
The following table presents the investment portfolio (market value) credit
exposure by category as assigned by Standard & Poor's.
September 30, 2003 December 31, 2002
------------------ -----------------
Ratings $ in $ in
millions % millions %
-------- - -------- -
AAA............................. $ 563.3 31.8% $ 405.7 35.8%
AA.............................. 186.9 10.5 113.4 10.0
A............................... 557.0 31.4 335.3 29.5
BBB............................. 453.7 25.6 252.4 22.2
BB or below..................... 13.2 0.7 28.1 2.5
-------- ----- -------- -----
Total........................... $1,774.1 100.0% $1,134.9 100.0%
======== ===== ======== =====
33
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following table illustrates the investment portfolio (market value)
sector exposure.
September 30, 2003 December 31, 2002
------------------ -----------------
Sector $ in $ in
millions % millions %
-------- - -------- -
U.S. Treasury securities and U.S. government
agency obligations.......................... $ 64.8 3.7% $ 13.8 1.3%
Corporate securities............................ 841.3 47.4 549.9 48.5
Municipal bonds................................. 2.9 0.2 1.7 0.1
Mortgage and asset backed securities............ 683.7 38.5 438.5 38.6
-------- ----- -------- -----
1,592.7 89.8 1,003.9 88.5
Preferred stock................................. 68.3 3.8 - -
Cash............................................ 113.1 6.4 131.0 11.5
-------- ----- -------- -----
Total........................................... $1,774.1 100.0% $1,134.9 100.0%
======== ===== ======== =====
The data in the tables above excludes unit-linked securities and assets
held by ceding insurers under modified coinsurance agreements.
At September 30, 2003, our investment portfolio had 1,204 securities and
$15.3 million of gross unrealized losses. No single position had an unrealized
loss greater than $1.8 million. There were $45.3 million of unrealized gains on
the remainder of the portfolio. At December 31, 2002, our investment portfolio
had 617 securities and $16.1 million of gross unrealized losses. No single
position had an unrealized loss greater than $1.3 million.
34
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The composition by category of securities that have an unrealized loss at
September 30, 2003 and December 31, 2002 are presented in the tables below.
September 30, 2003
------------------
Estimated Unrealized
Fair Value % Loss %
---------- - ---- -
Dollars in thousands
Corporate securities.......................... $ 120,384 31.8% $ (3,005) 19.6%
Municipal bonds............................... 1,209 0.3 (233) 1.5
Collateralized mortgage obligations........... 79,381 21.0 (960) 6.2
Mortgage backed securities.................... 18,898 5.0 (193) 1.3
Other structured securities................... 130,060 34.4 (10,471) 68.4
Preferred stock............................... 28,290 7.5 (452) 3.0
----------- ----- --------- -----
$ 378,222 100.0% $ (15,314) 100.0%
=========== ===== ========= =====
December 31, 2002
-----------------
Estimated Unrealized
Fair Value % Loss %
---------- - ---- -
Dollars in thousands
Corporate securities.......................... $ 68,503 34.7% $ (5,323) 33.0%
Municipal bonds............................... 1,658 0.8 (1) -
Collateralized mortgage obligations........... 22,896 11.6 (608) 3.7
Other structured securities................... 104,453 52.9 (10,213) 63.3
----------- ----- --------- -----
$ 197,510 100.0% $ (16,145) 100.0%
=========== ===== ========= =====
At September 30, 2003, there were 343 securities with unrealized loss
positions with two securities having losses greater than $1 million. These two
securities were securitized assets and were tested for impairment under EITF
Issue No. 99-20. At September 30, 2003, both securities satisfied the impairment
tests of EITF 99-20. At December 31, 2002, there were 114 securities with
unrealized loss positions with one security having an unrealized loss greater
than $1 million. This was also a securitized asset, was tested for impairment
under EITF Issue No. 99-20 and satisfied the impairment tests at December 31,
2002.
35
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following tables provide information on the length of time securities
have been continuously in an unrealized loss position:
September 30, 2003
------------------
Estimated Unrealized
Days Book Value % Fair Value % Loss %
---- ---------- - ---------- - ---- -
Dollars in thousands
0-90.................. $223,105 56.7% $220,289 58.2% $ (2,816) 18.4%
91-180................ 68,820 17.5% 67,517 17.9 (1,303) 8.5
181-270............... 25,311 6.4% 24,531 6.5 (780) 5.1
271-360............... 7,577 1.9% 5,768 1.5 (1,809) 11.8
Greater than 360...... 68,723 17.5% 60,117 15.9 (8,606) 56.2
-------- ----- -------- ----- -------- -----
Total................. $393,536 100.0% $378,222 100.0% $(15,314) 100.0%
======== ===== ======== ===== ======== =====
December 31, 2002
-----------------
Estimated Unrealized
Days Book Value % Fair Value % Loss %
---- ---------- - ---------- - ---- -
Dollars in thousands
0-90.................. $ 81,724 38.3% $ 79,557 40.3% $ (2,167) 13.4%
91-180................ 53,663 25.1 50,082 25.4 (3,581) 22.2
181-270............... 21,621 10.1 17,759 9.0 (3,862) 23.9
271-360............... 7,227 3.4 6,212 3.1 (1,015) 6.3
Greater than 360...... 49,420 23.1 43,900 22.2 (5,520) 34.2
-------- ----- -------- ----- -------- -----
Total................. $213,655 100.0% $197,510 100.0% $(16,145) 100.0%
======== ===== ======== ===== ======== =====
Unrealized losses on securities that have been in an unrealized loss
position for periods greater than 2 years amounted to $3.1 million and $1.3
million at September 30, 2003 and December 31, 2002, respectively. Unrealized
losses on non-investment grade securities amounted to $4.5 million and $3.8
million at September 30, 2003 and December 31, 2002, respectively. Of these
amounts non-investment grade securities with unrealized losses of $3.8 million
at September 30, 2003 and $1.6 million at December 31, 2002 had been in an
unrealized loss position for a period greater than one year, of which $1.5
million at September 30, 2003 and $230,000 at December 31, 2002 had been in an
unrealized loss position for periods greater than 2 years.
At September 30, 2003, there were 13 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 $7.7 million and the largest unrealized loss
position was $1.8 million.
At December 31, 2002, there were five 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 $1.1 million and the largest unrealized loss
position was $0.5 million.
36
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following tables illustrate the industry analysis of the unrealized
losses at September 30, 2003 and December 31, 2002.
September 30, 2003
------------------
Amortized Estimated Unrealized
Cost % Fair Value % Loss %
---- - ---------- - ---- -
Industry Dollars in thousands
Mortgage & asset backed
securities............. $239,767 60.9% $228,143 60.3% $(11,619) 75.9%
Banking................... 25,276 6.4 24,977 6.6 (299) 2.0
Financial other........... 16,072 4.1 15,805 4.2 (267) 1.7
Insurance................. 12,246 3.1 12,110 3.2 (137) 0.9
Communications............ 12,158 3.1 11,986 3.2 (172) 1.1
Consumer non-cyclical..... 10,220 2.6 10,091 2.7 (128) 0.8
Transportation............ 11,642 3.0 9,934 2.6 (1,707) 11.2
Other..................... 66,155 16.8 65,176 17.2 (985) 6.4
-------- ----- -------- ----- -------- -----
Total..................... $393,536 100.0% $378,222 100.0% $(15,314) 100.0%
======== ===== ======== ===== ======== =====
December 31, 2002
-----------------
Amortized Estimated Unrealized
Cost % Fair Value % Loss %
---- - ---------- - ---- -
Industry Dollars in thousands
Mortgage & asset backed
securities............. $139,830 65.4% $129,008 65.3% $(10,823) 67.0%
Electric.................. 16,967 7.9 16,637 8.4 (330) 2.0
Financial companies....... 11,591 5.4 11,353 5.7 (237) 1.5
Transportation............ 9,936 4.7 7,286 3.7 (2,650) 16.4
Consumer cyclical......... 7,763 3.6 7,235 3.7 (528) 3.3
Communications............ 7,130 3.3 6,767 3.4 (363) 2.2
Other..................... 20,438 9.7 19,224 9.8 (1,214) 7.6
-------- ----- -------- ----- -------- -----
Total..................... $213,655 100.0% $197,510 100.0% $(16,145) 100.0%
======== ===== ======== ===== ======== =====
- -------------------
Other industries each represent less than 2% of estimated fair value.
37
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The expected maturity dates of securities that have an unrealized loss at
September 30, 2003 and December 31, 2002 are presented in the table below.
September 30, 2003
------------------
Amortized Estimated Unrealized
Maturity Cost % Fair Value % Loss %
- -------- ---- - ---------- - ---- -
Dollars in thousands
Due in one year or less............. $ 58,591 14.9% $ 57,209 15.1% (1,382) 9.0%
Due in one through five years....... 152,287 38.7 146,189 38.7 (6,098) 39.8
Due in five through ten years....... 166,271 42.2 158,787 42.0 (7,484) 48.9
Due after ten years................. 16,387 4.2 16,037 4.2 (350) 2.3
--------- ----- --------- ----- --------- -----
Total............................... $ 393,536 100.0% $ 378,222 100.0% $ (15,314) 100.0%
========= ===== ========= ===== ========= =====
December 31, 2002
-----------------
Estimated Unrealized
Maturity Book Value % Fair Value % Loss %
- -------- ---------- - ---------- - ---- -
Dollars in thousands
Due in one year or less............. $ 20,532 9.6% $ 20,067 10.2% $ (465) 2.9%
Due in one through five years....... 112,591 52.7 103,679 52.5 (8,912) 55.2
Due in five through ten years....... 69,330 32.5 63,753 32.3 (5,577) 34.5
Due after ten years................. 11,202 5.2 10,011 5.0 (1,191) 7.4
--------- ----- --------- ----- --------- -----
Total............................... $ 213,655 100.0% $ 197,510 100.0% $ (16,145) 100.0%
========= ===== ========= ===== ========= =====
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 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 September 30, 2003, and December 31, 2002, we had four modified
coinsurance arrangements with two ceding companies. We had three contracts with
Lincoln National Insurance Company that accounted for $1.2 billion at September
30, 2003 and $1.1 billion at December 31, 2002, which represented 98% of the
funds withheld balances. The other contract is with Illinois Mutual 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 our modified
coinsurance 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 with the amounts owed to us by the
ceding company.
38
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Interest sensitive contract liabilities relating to the Lincoln National
Insurance Company contracts amounted to $1.2 billion at September 30, 2003 and
$1.1 billion at December 31, 2002.
At September 30, 2003, funds withheld at interest totaled $1.2 billion with
an average rating of "A-", an average effective duration of 5.1 years and an
average book yield of 6.28% as compared with an average rating of "A-", an
average effective duration of 5.4 years and an average book yield of 6.49% at
December 31, 2002. These are fixed income investments associated with modified
coinsurance transactions; they include marketable securities, commercial
mortgages, private placements and cash. The market value of the funds withheld
amounted to $1.3 billion at September 30, 2003.
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.
September 30, 2003 December 31, 2002
------------------ -----------------
Ratings $ in millions % $ in millions %
------- ------------- - ------------- -
AAA................................... $ 157.5 11.7% $ 114.0 9.8%
AA.................................... 56.5 4.2 52.7 4.5
A..................................... 439.9 32.7 418.7 35.8
BBB................................... 505.0 37.5 425.9 36.5
BB or below........................... 62.1 4.6 44.7 3.8
---------- ----- ---------- -----
Sub-total 1221.0 90.7 1,056.0 90.4
Commercial mortgage loans............. 125.5 9.3 112.3 9.6
---------- ----- ---------- -----
Total................................. $ 1,346.5 100.0% $ 1,168.3 100.0%
========== ===== ========== =====
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.
September 30, 2003 December 31, 2002
------------------ -----------------
Sector $ in millions % $ in millions %
------ ------------- - ------------- -
U.S. Treasury securities and U.S.
government agency obligations.... $ 15.5 1.2% $ 10.6 0.9%
Corporate securities................ 930.6 69.1 822.2 70.4
Municipal bonds..................... 4.9 0.4 0.5 0.1
Mortgage and asset backed securities 255.9 19.0 213.1 18.2
---------- ----- --------- -----
1,206.9 89.7 1,046.4 89.6
Commercial mortgage loans........... 125.6 9.3 112.3 9.6
Cash................................ 14.0 1.0 9.6 0.8
---------- ----- --------- -----
Total............................... $ 1,346.5 100.0% $ 1,168.3 100.0%
========== ===== ========= =====
Liquidity and Capital Resources
Cash flow
Cash provided by operating activities amounted to $66.9 million in the
first nine months of 2003 in comparison with cash flow of $37.1 million provided
by operating activities in the same period of 2002. Operating cash flow includes
cash inflows from premiums, fees and investment income, and cash
39
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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 increase in operating cash flow from 2002 was primarily due to
increases in premiums, fees, and investment income greater than increases in
benefits and expenses paid. Reinsurance premiums and fees received increased by
$75.6 million due to growth in our Life Reinsurance business. Investment income
received increased by $28.8 million due to the growth in our invested asset
base. The increase was offset by declining yields. Benefits paid increased by
$13.2 million due to the growth in our Life Reinsurance business. Acquisition
and other costs, including commissions, increased by $54.1 million. This
increase related principally to new business written in our Life Reinsurance
North America segment and increased operating expenses. Acquisition costs
include commissions on first year business that are deferred when paid and
therefore do not impact net income until later years.
Our cash flow from operations may be positive or negative in any 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.
Capital and collateral
At September 30, 2003, total capitalization was $807.2 million compared to
$623.6 million at December 31, 2002. Total capitalization includes long-term
debt and is analyzed as follows:
September 30, 2003 December 31, 2002
------------------ -----------------
(dollars in thousands)
Shareholder's equity................. $ 674,672 $ 491,092
Long-term debt....................... 132,500 132,500
----------- ----------
Total $ 807,172 $ 623,592
=========== ==========
The increase in capitalization is due to the net proceeds of our equity
offering of $180.1 million, net income for the nine months ended September 30,
2003 of $16.7 million less dividends paid of $4.5 million and other
comprehensive income of $15.5 million. Other comprehensive income consists of
the unrealized appreciation on investments, the cumulative translation
adjustment arising from the translation of Scottish Re Holdings' balance sheet
at exchange rates as of September 30, 2003 and a minimum pension liability
adjustment.
In April 2003, we filed and had declared effective 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 securities described in the registration statement
up to a total of $500.0 million.
On July 23, 2003, we completed a public offering of 9,200,000 ordinary
shares (which included an over-allotment option of 1,200,000 ordinary shares) at
an offering price of $20.75 per share in which we raised aggregate net proceeds
of $180.1 million ($19.66 per share after the underwriting discount). We used
$30.0 million of these proceeds to repurchase 1,525,000 ordinary shares from
Pacific Life at a purchase price of $19.66 per share. The gross proceeds of this
offering were $190.9 million. As a result of this equity offering, a total of
$309.1 million remains of the shelf capacity.
40
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
On August 20, 2003, the 200,000 Class B warrants originally issued as part
of our initial public offering with a strike price of $15.00 per warrant were
repurchased at a price of $8.0 per warrant, or $1.6 million.
On October 29, 2003, Scottish Holdings Statutory Trust II, a Connecticut
statutory business trust, issued and sold in a private offering an aggregate of
$20.0 million floating rate capital securities. All of the common shares of the
Scottish Holdings Statutory Trust II are owned by Scottish Holdings Inc., a
wholly owned subsidiary.
During the nine months ended September 30, 2003, we paid quarterly
dividends totaling $4.5 million or $0.15 per share. During 2002, we paid
dividends totaling $5.0 million or $0.20 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 SALIC maintains shareholder's equity of
at least $340 million. At September 30, 2003, SALIC's shareholder's equity was
$615.8 million. The other facility requires that Scottish Re Group Limited
maintain consolidated net worth of $520 million, a maximum debt to total
capitalization ratio of 30% and uncollateralised assets of 1.2 times any
unsecured borrowings. At September 30, 2003, Scottish Re Group Limited's net
worth was $674.7 million and the ratio of debt to total capitalization was
16.4%. 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 September 30, 2003, there were
no borrowings under the facilities. Outstanding letters of credit under these
facilities amounted to $27.6 million.
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
four ways:
o when SALIC, Scottish Re (Dublin) Limited or Scottish Re Group 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 Group Limited or an affiliate or by ceding a
41
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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 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.
SALIC 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 such amount necessary to prevent the occurrence of a Company
Action Level Event 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, SALIC and Scottish Re Group Limited 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, SALIC (or if SALIC
cannot fulfill such obligations, then Scottish Re Group Limited) will assume all
of Scottish Re Limited's obligations under such agreements.
Scottish Re Group Limited and SALIC 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 December 2002, the Financial Accounting Standards Board issued SFAS
No.148, "Accounting for Stock-Based Compensation - Transition and Disclosure, an
Amendment of FASB Statement No. 123". In prior years, we applied the intrinsic
value-based expense provisions set forth in ABP Opinion No. 25, "Accounting for
Stock Issued to Employees". Effective January 1, 2003, we have prospectively
adopted the fair value-based stock option expense provisions of SFAS No. 123 as
amended by SFAS No.
42
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
148. This has resulted in a charge to income of $77,000 and $158,000 in the
three and nine month periods ended September 30, 2003, respectively.
In May 2003, FASB approved for issuance a Statement of Position ("SOP"),
"Accounting and Reporting by Insurance Enterprises for Certain Nontraditional
Long-Duration Insurance Contracts and for Separate Accounts". This Statement of
Position 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. At the date of initial application of this SOP, we are required to
make 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". We do
not believe the implementation of this SOP will have a material effect on our
financial statements.
The Derivative Implementation Group has released Statement 133
Implementation Issue No. 36, "Embedded Derivatives: Bifurcation of a Debt
Instrument that Incorporates Both Interest Rate Risk and Credit Rate Risk
Exposures that are Unrelated or Only Partially Related to the Creditworthiness
of the Issuer of that Instrument" ("DIG B36"). DIG B36 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 reinsurance agreements where interest is determined by reference to
a pool of fixed maturity assets are arrangements containing embedded derivatives
requiring bifurcation. Our funds withheld at interest, which arise under
modified coinsurance agreements are therefore considered to contain embedded
derivatives requiring bifurcation. We are required to adopt DIG B36 in the
quarter ending December 31, 2003. We are in the process of implementing DIG B36
and of determining the value of the related embedded derivatives in our funds
withheld at interest. The market value of funds withheld at interest was $1.3
billion at September 30, 2003 and its carrying value was $1.2 billion.
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;
o the risk that our risk analysis and underwriting may be inadequate;
o exposure to mortality experience which differs from our assumptions;
43
Scottish Re Group Ltd.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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.
Risk Factors of Investing in Our Ordinary Shares
Investing in our ordinary shares involves a high degree of risk. Prior to
investing in the ordinary shares, potential investors should consider carefully
the risk factors set forth in our Annual Report on Form 10-K filed with the
Securities and Exchange Commission, in addition to the other information set
forth in this Form 10-Q.
44
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes since December 31, 2002. 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 September 30, 2003, our principal executive officers and principal
financial officer have concluded that Scottish Re Group Limited'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
September 30, 2003 that have materially affected, or are reasonably likely to
materially affect, Scottish Re Group Limited's internal control over financial
reporting.
45
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
On July 17, 2003, the Company completed a public offering of 9,200,000
ordinary shares (Commission File Number 333-104545), which included an
over-allotment option of 1,200,000 ordinary shares, for an aggregate offering
price of $190.9 million. After deducting estimated expenses of $11.2 million,
the Company raised aggregate net proceeds of $180.1 million. The managing
underwriters were Bear, Stearns & Co. Inc., UBS Investment Bank, A.G. Edwards &
Sons, Inc, Keefe Bruyette & Woods, Inc and Putnam Lovell NBF Securities Inc. The
Company used the proceeds of the offering to repurchase 1,525,000 shares from
Pacific Life and will use the remainder for general corporate purposes.
Item 3. Defaults Upon Senior Securities
Not applicable.
46
Item 4.
Submission of Matters to a Vote of Securities Holders
An Extraordinary General Meeting of Shareholders was held on August 28,
2003. The following items of business were presented to the shareholders of the
Company (the "shareholders"):
Special Resolution to Change the Name of
the Company to Scottish Re Group Limited
The results of this vote of the shareholders with respect to the special
resolution to change the name of the Company to Scottish Re Group Limited:
For: 30,036,749
Against: 9,050
Abstain: 26,400
Ordinary Resolution to Prepare and File
Confirmed Memorandum and Articles of Association
The results of this vote of the shareholders with respect to the ordinary
resolution to prepare and file Confirmed Memorandum and Articles of Association
reflecting the name change and prior amendments dated December 14, 2001 and May
2, 2002:
For: 29,625,707
Against: 418,372
Abstain: 28,120
47
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
48
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)
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)(10)
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)(10)
49
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)(10)
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)(10)
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)(10)
10.8 Employment Agreement dated September 18, 2000 between Scottish Re
Group Limited 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)(10)
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)(10)
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)(10)
10.13 Service Agreement dated December 31, 2001 between Scottish Re
Holdings, Paul Andrew Bispham and Scottish Annuity & Life.(4)(10)
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
50
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)(10)
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)(10)
10.20 Employment Agreement dated June 3, 2002 between Scottish Re (U.S.),
Inc. and J. Clay Moye, III (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)(10)
10.21 Employment Agreement dated June 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)(10)
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)(10)
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)(10)
10.24 Employment Agreement dated February 10, 2003 between Scottish Re
Group Limited and Michael C. French. (10)
10.25 Employment Agreement dated February 10, 2003 between Scottish Re
(U.S), Inc. and Oscar R. Scofield. (10)
10.26 Amended employment Agreement dated February 10, 2003 between Scottish
Re Group Limited and Thomas A. McAvity. (10)
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
51
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
Ltd. and David Huntley. (10)
10.30 Share Purchase Agreement dated July 3, 2003 by and between Scottish
Re Group Limited and Pacific Life Insurance Company (incorporated
herein by reference to Scottish Re Group Limited's Current Report on
Form 8-K filed with the SEC on July 8, 2003).
23.1 Consent of Ernst & Young LLP.
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) This exhibit is a management contract or compensatory plan or
arrangement.
52
B. Reports on Form 8-K
The following reports on Form 8-K were filed during the three month period
ended September 30, 2003.
Scottish Re Group Limited filed a report on Form 8-K on July 8, 2003 to
report under Item 5 (Other Events and Required FD Disclosure) that it had issued
a press release announcing the commencement of a public offering of 7,000,000 of
its ordinary shares, and an additional 1,050,000 ordinary shares pursuant to the
underwriters' over-allotment option. A copy of the press release was filed as
Exhibit 99.1 thereto. Such report on Form 8-K also reported that, pursuant to an
agreement entered into with Pacific Life, Scottish Re Group Limited would use a
portion of the net proceeds from the proposed offering to repurchase from
Pacific Life 1,000,000 of Scottish Re Group Limited's ordinary shares (and an
additional 525,000 ordinary shares if the underwriters exercise their
over-allotment option in full). A copy of the agreement was filed as Exhibit
10.1 thereto.
Scottish Re Group Limited filed a report on Form 8-K on July 18, 2003 to
report under Item 5 (Other Events and Required FD Disclosure) that it was filing
therewith the underwriting agreement in connection with the public offering of
8,000,000 of its ordinary shares pursuant to a prospectus supplement of Scottish
Re Group Limited that was filed with the Securities and Exchange Commission. A
copy of the underwriting agreement was filed as Exhibit 1.1 thereto.
Scottish Re Group Limited filed a report on Form 8-K on August 4, 2003 to
report under Item 5 (Other Events and Required FD Disclosure) that it was filing
therewith an opinion of Maples and Calder, counsel as to Cayman Islands law to
Scottish Re Group Limited, in connection with the public offering of 8,000,000
of its ordinary shares, and an additional 1,200,000 ordinary shares pursuant to
the underwriters' over-allotment option, pursuant to a prospectus supplement of
Scottish Re Group Limited that was previously filed with the Securities and
Exchange Commission. The opinion was attached thereto as Exhibit 5.1.
Scottish Re Group Limited filed a report on Form 8-K on August 25, 2003 to
report under Item 5 (Other Events and Required FD Disclosure) that it was filing
therewith an amended opinion of Maples and Calder, counsel as to Cayman Islands
law to Scottish Re Group Limited, in connection with the public offering of
8,000,000 of its ordinary shares, pursuant to a prospectus supplement of
Scottish Re Group Limited that was previously filed with the Securities and
Exchange Commission. The opinion was attached thereto as Exhibit 5.1.
53
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: November 6, 2003 By: /s/ Scott E. Willkomm
Scott E. Willkomm
President
Date: November 6, 2003 By: /s/ Michael C. French
Michael C. French
Chief Executive Officer
Date: November 6, 2003 By: /s/ Elizabeth A. Murphy
Elizabeth A. Murphy
Chief Financial Officer
54