AMENDMENT NO. 1 TO FORM S-4
As Filed with the Securities and Exchange Commission on
October 21, 2005
Registration No. 333-128967
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
To
Form S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Platinum Underwriters Finance, Inc.
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Platinum Underwriters Holdings, Ltd. |
(Exact name of Registrant as Specified in its Charter)
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(Exact name of Registrant as Specified in its Charter) |
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Delaware |
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6719 |
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81-0566888 |
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Bermuda |
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6719 |
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98-0416483 |
(State or Other
Jurisdiction of
Incorporation or
Organization) |
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(Primary Standard
Industrial Classification
Code Number) |
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(I.R.S. Employer
Identification No.) |
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(State or Other
Jurisdiction of
Incorporation or
Organization) |
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(Primary Standard
Industrial Classification
Code Number) |
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(I.R.S. Employer
Identification No.) |
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2 World Financial Center
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The Belvedere Building |
225 Liberty Street
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69 Pitts Bay Road |
Suite 2300
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Pembroke, HM 08 |
New York, New York 10281
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Bermuda |
(212) 238-9600
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(441) 295-7195 |
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrants Principal Executive Offices)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Copy to:
Linda E. Ransom, Esq.
Jonathan L. Freedman, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this Registration
Statement becomes effective.
If the securities being registered on this form are being
offered in connection with the formation of a holding company
and there is compliance with General Instruction G, check
the following
box. o
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same
offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
The Registrants hereby amend this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrants shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, as amended, or until this
Registration Statement shall become effective on such date as
the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
PROSPECTUS
$137,500,000
Platinum Underwriters Finance, Inc.
$137,500,000 Series B 6.371% Senior Guaranteed
Notes due 2007
Unconditionally Guaranteed by
Platinum Underwriters Holdings, Ltd.
Offer to exchange all of its outstanding 6.371% Senior
Guaranteed Notes due 2007 (which we refer to as the Notes) for
an equal amount of Series B 6.371% Senior Guaranteed
Notes due 2007, which have been registered under the Securities
Act of 1933 (which we refer to as the Exchange Notes).
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The Exchange Offer |
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We will exchange all outstanding Notes that are validly tendered
and not validly withdrawn for an equal principal amount of
Exchange Notes that are freely tradeable, except in limited
circumstances described below. |
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You may withdraw tenders of outstanding Notes at any time prior
to the expiration of the exchange offer. |
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The exchange offer expires at 5:00 p.m., New York City
time, on November 29, 2005, unless extended. We currently
do not intend to extend the expiration date. |
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The exchange of outstanding Notes for Exchange Notes in the
exchange offer will not be a taxable event for U.S. federal
income tax purposes. |
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We will not receive any proceeds from the exchange offer. |
The Exchange Notes |
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The Exchange Notes are being offered to satisfy certain of our
obligations under the Exchange and Registration Rights Agreement
entered into in connection with the placement of the outstanding
Notes. |
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The terms of the Exchange Notes to be issued in the exchange
offer are substantially identical to the outstanding Notes,
except that the Exchange Notes will be freely tradeable, except
in limited circumstances described below. |
Resales of Exchange Notes |
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The Exchange Notes may be sold in the over-the-counter market,
in negotiated transactions or through a combination of such
methods. |
Please see Risk Factors beginning on page 10
for a discussion of certain factors you should consider in
connection with the exchange offer.
If you are a broker-dealer and you receive Exchange Notes for
your own account, you must acknowledge that you will deliver a
prospectus in connection with any resale of such Exchange Notes.
By making such acknowledgement, you will not be deemed to admit
that you are an underwriter under the Securities Act
of 1933, as amended (the Securities Act).
Broker-dealers may use this prospectus in connection with any
resale of Exchange Notes received in exchange for outstanding
Notes where the outstanding Notes were acquired by the
broker-dealer as a result of market-making activities or trading
activities. We have agreed to make this prospectus, and any
amendment or supplement thereto, available to any such
broker-dealer for use in connection with any resale of any
Exchange Notes for a period of the lesser of 180 days after
the expiration of the exchange offer (as such date may be
extended) and the date on which all broker-dealers have sold all
Exchange Notes held by them. A broker-dealer may not participate
in the exchange offer with respect to outstanding Notes acquired
other than as a result of market-making activities or trading
activities. See Plan of Distribution.
If you are an affiliate of Platinum Underwriters Finance, Inc.
or Platinum Underwriters Holdings, Ltd., and are engaged in, or
intend to engage in, or have an agreement or understanding to
participate in, a distribution of the Exchange Notes, you cannot
rely on the applicable interpretations of the Securities and
Exchange Commission, or SEC, and you must comply with the
registration requirements of the Securities Act in connection
with any resale transaction.
Neither the SEC nor any state securities commission has approved
or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus is October 21, 2005.
TABLE OF CONTENTS
i
ABOUT THIS PROSPECTUS
Unless otherwise indicated, all references in this prospectus to
the Company, Platinum, we,
us and our refer to Platinum
Underwriters Holdings, Ltd. and its consolidated subsidiaries,
including Platinum Underwriters Finance, Inc., unless the
context requires otherwise. Platinum Holdings refers
to Platinum Underwriters Holdings, Ltd., which is a Bermuda
holding company. Platinum Finance refers to Platinum
Underwriters Finance, Inc., which is a Delaware holding company.
Platinum Holdings and its subsidiaries operate through three
licensed reinsurance subsidiaries: Platinum Underwriters
Reinsurance, Inc. (Platinum US), Platinum Re
(UK) Limited (Platinum UK) and Platinum
Underwriters Bermuda, Ltd. (Platinum Bermuda).
Unless the context otherwise requires, notes refers
to the outstanding Notes and the Exchange Notes.
You should rely only on the information contained in, and
incorporated by reference in, this document. Neither Platinum
Finance, Platinum Holdings nor the exchange agent has authorized
anyone to provide you with information different from that
contained in this document. We are not offering to exchange, or
soliciting any offers to exchange, securities pursuant to the
exchange offer in any jurisdiction in which those offers or
exchanges would not be permitted. The information contained in
this document is accurate only as of the date of this document
regardless of the time of delivery of this document or the time
of any exchange of securities in the exchange offer.
This document incorporates important business and financial
information about us from documents filed with the SEC that have
not been included in or delivered with this document. This
information is available without charge upon written or oral
request. See Where You Can Find More Information
beginning on page iii.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents we incorporate herein by
reference may contain forward-looking statements within the
meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, as
amended (the Exchange Act), with respect to our
beliefs, plans, goals, expectations, and estimates.
Forward-looking statements are necessarily based on estimates
and assumptions that are inherently subject to significant
business, economic and competitive uncertainties and
contingencies, many of which are subject to change. These
uncertainties and contingencies can affect actual results and
could cause actual results to differ materially from those
expressed in any forward-looking statements made by, or on
behalf of, us.
In particular, statements using words such as may,
should, estimate, expect,
anticipate, intend, believe,
predict, potential, or words of similar
import generally involve forward-looking statements. For
example, we have included certain forward-looking statements in
Managements Discussion and Analysis of Financial
Condition and Results of Operations with regard to trends
in results, prices, volumes, operations, investment results,
margins, risk management and exchange rates. This prospectus and
the documents incorporated by reference herein also contain
forward-looking statements with respect to our business and
industry, such as those relating to our strategy and management
objectives and trends in market conditions, market standing,
product volumes, investment results and pricing conditions.
In light of the risks and uncertainties inherent in all future
projections, the inclusion of forward-looking statements in this
prospectus and the documents incorporated by reference herein
should not be considered as a representation by us or any other
person that our objectives or plans will be achieved. Numerous
factors could cause our actual results to differ materially from
those in forward-looking statements, including the following:
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(1) conducting operations in a competitive environment; |
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(2) our ability to maintain our A.M. Best Company rating; |
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(3) significant weather-related or other natural or
man-made disasters over which the Company has no control; |
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(4) the effectiveness of our loss limitation methods and
pricing models; |
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(5) the adequacy of the Companys liability for unpaid
losses and loss adjustment expenses; |
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(6) the availability of retrocessional reinsurance on
acceptable terms; |
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(7) our ability to maintain our business relationships with
reinsurance brokers; |
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(8) general political and economic conditions, including
the effects of civil unrest, war or a prolonged U.S. or
global economic downturn or recession; |
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(9) the cyclicality of the property and casualty
reinsurance business; |
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(10) market volatility and interest rate and currency
exchange rate fluctuation; |
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(11) tax, regulatory or legal restrictions or limitations
applicable to the Company or the property and casualty
reinsurance business generally; |
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(12) changes in the Companys plans, strategies,
objectives, expectations or intentions, which may happen at any
time at the Companys discretion; and |
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(13) the uncertainty as to the ultimate magnitude of our
losses pursuant to Hurricanes Katrina and Rita. |
As a consequence, current plans, anticipated actions and future
financial condition and results may differ from those expressed
in any forward-looking statements made by or on behalf of the
Company. The foregoing factors, which are discussed in more
detail in Risk Factors, should not be construed as
exhaustive. Additionally, forward-looking statements speak only
as of the date they are made, and we undertake no obligation to
release publicly the results of any future revisions or updates
we may make to forward-looking statements to reflect new
information or circumstances after the date hereof or to reflect
the occurrence of future events.
ENFORCEABILITY OF CIVIL LIABILITIES
Platinum Holdings and Platinum Bermuda are Bermuda companies,
and certain of our officers and directors are or will be
residents of various jurisdictions outside the United States. A
substantial portion of our assets (in particular the assets of
Platinum Bermuda) and of such officers and directors, at any one
time, are or may be located in jurisdictions outside the United
States. Therefore, it could be difficult for investors to effect
service of process within the United States on us or any of our
officers and directors who reside outside the U.S. or to
recover against Platinum Holdings or any such individuals on
judgments of courts in the U.S., including judgments predicated
upon civil liability under the U.S. federal securities
laws. We have been advised by Conyers Dill & Pearman,
our Bermuda counsel, that there is doubt as to whether the
courts of Bermuda would enforce (1) judgments of
U.S. courts obtained in actions against us or such
individuals predicated upon the civil liability provisions of
the U.S. federal securities laws and (2) original
actions brought in Bermuda against us or such individuals
predicated solely upon U.S. federal securities laws. There
is no treaty in effect between the U.S. and Bermuda providing
for such enforcement, and there are grounds upon which Bermuda
courts may not enforce judgments of U.S. courts. Certain
remedies available under the laws of U.S. jurisdictions,
including certain remedies available under the U.S. federal
securities laws, would not be allowed in Bermuda courts as
contrary to Bermudas public policy. Notwithstanding the
foregoing, we have agreed that we may be served with process
with respect to actions against us arising out of violations of
the U.S. federal securities laws in any U.S. federal
or state court in the Borough of Manhattan, the City of New
York, the State of New York, relating to the transactions
covered by this prospectus by serving CT Corporation
System, 111 Eighth Avenue, New York, New York 10011,
telephone (212) 894-8940, our U.S. agent appointed for
that purpose.
WHERE YOU CAN FIND MORE INFORMATION
Platinum Holdings is subject to the informational requirements
of the Exchange Act. Accordingly, Platinum Holdings files
annual, quarterly and current reports, proxy statements and
other information with the SEC. You may inspect and copy these
reports, proxy statements and other information at the public
reference facilities maintained by the SEC at
100 F Street, N.E., Washington, D.C. 20549.
Please call the
iii
SEC at 1-800-SEC-0330 for further information on the public
reference facilities. You may also obtain copies of this
material, or inspect it without charge at the SECs web
site, the address of which is www.sec.gov, or at Platinum
Holdings web site, the address of which is
www.platinumre.com. Platinum Holdings also furnishes its
shareholders with annual reports containing the consolidated
financial statements audited by an independent accounting firm.
Platinum Holdings web site is not incorporated into or
otherwise a part of this prospectus.
The SEC allows us to incorporate by reference the
information we file with them, which means that we can disclose
important information to you by referring you to those
documents. The information incorporated by reference is
considered to be part of this prospectus, and later information
that we file with the SEC will automatically update and
supersede this information. Platinum Finance and Platinum
Holdings incorporate by reference the documents listed below and
any future filings made with the SEC under Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act until the
completion of the exchange offer.
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SEC Filings (File No. 001-31341) |
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Period |
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Annual Report on Form 10-K and as amended on
Form 10-K/ A
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Year Ended December 31, 2004 (including information
specifically incorporated by reference into Platinum
Holdings Form 10-K from Platinum Holdings
definitive Proxy Statement for its 2005 annual general meeting
of shareholders). |
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Quarterly Report on Form 10-Q
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Quarter Ended March 31, 2005. |
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Quarterly Report on Form 10-Q and as amended on
Form 10-Q/ A
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Quarter Ended June 30, 2005. |
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Current Reports on Form 8-K
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(i) filed on January 11, 2005, February 23, 2005,
April 14, 2005, April 28, 2005, May 18, 2005 and
August 9, 2005 under Items 1.01 and 9.01;
(ii) filed on February 23, 2005 and June 23, 2005
under Item 5.02; (iii) filed on May 13, 2005
under Items 1.01 and 1.02; (iv) filed on May 24, 2005
and on September 22, 2005 under Items 1.01, 8.01 and
9.01; (v) filed on May 27, 2005 and August 17,
2005 under Items 1.01, 2.03, 8.01 and 9.01; (vi) filed
on June 15, 2005, August 2, 2005, September 15,
2005 and October 6, 2005 under Items 8.01 and 9.01 and
(vii) filed on July 29, 2005 only with respect to
information filed under Item 8.01 and only
Exhibit 99.3 under Item 9.01. |
You may request a copy of these filings, at no cost, by writing
or calling us at the following address or telephone number:
Platinum Underwriters Holdings, Ltd.
The Belvedere Building
69 Pitts Bay Road
Pembroke, HM 08, Bermuda
(441) 295-7195
Attention: Secretary
Exhibits to the filings will not be sent, however, unless those
exhibits have specifically been incorporated by reference in
this prospectus.
To obtain timely delivery, security holders must request the
information no later than five business days before the date
they must make their investment decision. Any request for copies
of documents should be made no later than November 21, 2005
to ensure timely delivery of such documents prior to the
expiration date of the exchange offer. In the event that
Platinum Finance extends the exchange offer, you must submit
your request at least five business days before the expiration
date, as extended. If you request any such documents from us, we
will mail them to you by first class mail, or another equally
prompt means, within one business day after we receive your
request.
iv
RECENT DEVELOPMENTS
Hurricane Katrina, Hurricane Rita and Other Loss Events
On September 15, 2005, we issued a press release announcing
that we estimate our losses, net of reinstatement premiums, tax
benefits and retrocessional recoveries, from Hurricane Katrina
will be approximately 0.5% to 0.6% of the total insurance
industry losses arising from the hurricane. Due to the structure
of our reinsurance contracts and the application of our
retrocessional program, we expect that the larger the industry
loss the lower our share of that loss.
Our loss estimates from Hurricane Katrina are preliminary and
based on portfolio modeling, a review of individual contracts
and preliminary indications from clients and brokers. We have
received very few claims notices to date. The unique nature of
the loss and the potential for legal and regulatory developments
to impact the magnitude of the loss is expected to introduce
significant uncertainty and delay into the loss adjustment and
settlement processes. Consequently, the actual impact on our
results arising from Hurricane Katrina may differ materially
from the current estimate.
In addition, we estimated the net after-tax negative impact on
third quarter results from other catastrophic events, including
Hurricanes Dennis and Emily and the floods in Europe, to be
approximately $16 million.
On October 6, 2005, we issued a press release announcing
that, based on the currently available information, we estimate
our losses, net of reinstatement premiums, tax benefits and
retrocessional recoveries, from Hurricane Rita will be
approximately $45 million. Our loss estimates from Rita are
preliminary and based on portfolio modeling, a review of
individual contracts and preliminary indications from clients
and brokers. We have received very few claims notices to date.
Consequently, the actual impact on our results arising from Rita
may differ materially from the current estimate.
We noted in both press releases that we expect to be profitable
for the full year of 2005, assuming no significant catastrophe
losses or other unusual adverse events for the balance of the
year. In the September 15 press release, we also indicated that,
because of Katrina, we do not expect to meet our previously
announced earnings guidance for 2005. We intend to provide
updated guidance when we report financial results for the third
quarter ended September 30, 2005, after the close of the
New York Stock Exchange on Thursday, October 27, 2005.
Offering of Common Shares
On September 22, 2005, Platinum Holdings announced that it
had sold 5,839,286 of its common shares. The net proceeds to
Platinum Holdings were approximately $161,865,008. The shares
were offered at $28.00. All shares were offered by Platinum
Holdings and were sold pursuant to its effective shelf
registration statement. Merrill Lynch & Co. acted as
the underwriter of the offering.
Exchange Offer for 7.50% Notes
On September 27, 2005, we launched an exchange offer
through which we offered to exchange up to $250,000,000
aggregate principal amount of our outstanding Series A
7.50% Notes due June 1, 2017 issued by Platinum
Finance and unconditionally guaranteed by Platinum Holdings
(which we refer to as the Series A 7.50% Notes) for up
to $250,000,000 aggregate principal amount of Series B
7.50% Notes due June 1, 2017 issued by Platinum
Finance and unconditionally guaranteed by Platinum Holdings,
which have been registered under the Securities Act (which we
refer to as the Series B 7.50% Notes), pursuant to a
separate prospectus. We refer to the Series A
7.50% Notes and the Series B 7.50% Notes
collectively as the 7.50% Notes. This exchange offer is
currently scheduled to remain open through October 28, 2005.
v
$200 Million Credit Facility
We announced on October 21, 2005 that we have entered into
a three-year $200,000,000 credit agreement with a syndicate of
lenders. The credit agreement consists of a $100,000,000 senior
unsecured credit facility available for revolving borrowings and
letters of credit, and a $100,000,000 senior secured credit
facility available for letters of credit. The revolving line of
credit will be available for the working capital, liquidity and
general corporate requirements of the Company and its
subsidiaries. The credit facility was arranged by Wachovia
Capital Markets, LLC, acting as sole lead arranger and
bookrunner.
Filing of Universal Shelf Registration Statement
We announced on October 21, 2005 that Platinum Holdings and
Platinum Finance have filed an unallocated universal shelf
registration statement with the SEC. Once the universal shelf
registration statement has become effective, Platinum Holdings
and/or Platinum Finance may issue and sell, in one or more
offerings, up to $750 million of debt, equity and other types of
securities or a combination of the above, including debt
securities of Platinum Finance, unconditionally guaranteed by
Platinum Holdings. The universal shelf registration statement
was filed following the utilization of Platinum Holdings
allocated capacity under the existing shelf registration
statement and is intended to provide us with flexibility to take
advantage of financing opportunities when, and if, deemed
appropriate by the Company. To effect any such sales from time
to time, Platinum Holdings and/or Platinum Finance will file one
or more supplements to the prospectus forming a part of such
registration statement, which will provide details of any
proposed offering.
The universal shelf registration statement relating to these
securities has been filed with the SEC but has not yet become
effective. These securities may not be sold, nor may offers to
buy these securities be accepted, prior to the time the
registration statement becomes effective. This statement shall
not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction. A copy of
the prospectus supplement with respect to any offering of these
securities, when available, may be obtained from the underwriter
or underwriters for that offering.
vi
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more
detailed information included elsewhere or incorporated by
reference in this prospectus. Because this is a summary, it may
not contain all the information that may be important to you.
You should read the entire prospectus, accompanying letter of
transmittal and information incorporated by reference before
making an investment decision.
We are a Bermuda holding company organized in 2002. In November
2002, we completed an initial public offering of 33,044,000
common shares (which we refer to as the Initial Public
Offering). Concurrently with the completion of the Initial
Public Offering, we completed an offering of 5,500,000 equity
security units (which we refer to as ESUs) at a price of
$25 per unit. Each ESU consisted of a contract to purchase
our common shares on November 16, 2005, and an ownership
interest in a Senior Guaranteed Note due 2007 of Platinum
Finance, our indirect wholly-owned subsidiary. Also,
concurrently with the Initial Public Offering, we and The
St. Paul Travelers Companies, Inc., formerly The
St. Paul Companies, Inc., (St. Paul),
entered into several agreements for the transfer of the
continuing reinsurance business and certain related assets of
St. Paul to the Company.
In May 2005, Platinum Finance issued $250,000,000 aggregate
principal amount of Series A 7.50% Notes. The proceeds
of the Series A 7.50% Notes were used primarily to
increase the capital of Platinum Bermuda and Platinum US. As
described in Recent Developments, holders of the
Series A 7.50% Notes are currently being offered the
opportunity to exchange such Series A 7.50% Notes for
an equal aggregate principal amount of Series B
7.50% Notes pursuant to a separate prospectus.
On August 16, 2005, Platinum Finance successfully completed
the remarketing of $137.5 million aggregate principal
amount of the Senior Guaranteed Notes due 2007 (which we refer
to as the Senior Notes) at a price of 100.7738% through a
Rule 144A offering with registration rights. The Senior
Notes originally bore interest at a rate of 5.25% per
annum. Interest was reset to a rate of 6.371% per annum and
will accrue from August 16, 2005 on the remarketed notes
(which we refer to as the Notes). Interest is payable on the
Notes on May 16 and November 16 of each year,
commencing November 16, 2005. The Notes no longer form a
part of the ESUs. The remarketing was conducted pursuant to the
terms of the ESUs. The Notes were issued by Platinum Finance and
unconditionally guaranteed by Platinum Holdings.
The remarketing was conducted on behalf of holders of the ESUs
and neither Platinum Holdings nor Platinum Finance received any
cash proceeds from the remarketing. Proceeds from the
remarketing were used to purchase a portfolio of
U.S. Treasury securities to be substituted for the Senior
Notes as a component of the ESUs and to pay the remarketing fee.
There were no excess proceeds to be distributed to holders of
the ESUs in connection with the remarketing.
Platinum Underwriters Finance, Inc.
Platinum Finance, a holding company, is our wholly-owned
indirect subsidiary and owns all of the stock of Platinum
Underwriters Reinsurance, Inc. and Platinum Administrative
Services, Inc.
Platinum Underwriters Holdings, Ltd.
We are a leading provider of property and marine, casualty and
finite risk reinsurance coverages, through reinsurance
intermediaries, to a diverse clientele of insurers and select
reinsurers on a worldwide basis. We operate through three
licensed reinsurance subsidiaries: Platinum US, Platinum Bermuda
and Platinum UK.
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We have organized our worldwide reinsurance business around the
following three operating segments: Property and Marine,
Casualty and Finite Risk. In each of our operating segments, we
offer our reinsurance products to providers of commercial and
personal lines of insurance. The following table sets forth the
net premiums written by the Company for the six months ended
June 30, 2005 and 2004, the years ended December 31,
2004 and 2003, and the period from November 1, 2002 to
December 31, 2002 (the 2002 Period) by
operating segment and by type of reinsurance ($ in
thousands):
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Six Months Ended | |
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June 30, | |
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Years Ended December 31, | |
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2005 | |
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2004 | |
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2004 | |
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2003 | |
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2002 Period | |
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Property and Marine
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Excess-of-loss
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$ |
214,048 |
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$ |
205,854 |
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$ |
366,184 |
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22% |
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$ |
224,715 |
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19% |
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$ |
56,549 |
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19% |
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Proportional
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105,954 |
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67,281 |
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138,255 |
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8% |
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|
128,193 |
|
|
|
11% |
|
|
|
32,792 |
|
|
|
11% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Property and Marine
|
|
|
320,002 |
|
|
|
273,135 |
|
|
|
504,439 |
|
|
|
30% |
|
|
|
352,908 |
|
|
|
30% |
|
|
|
89,341 |
|
|
|
30% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casualty
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess-of-loss
|
|
|
337,033 |
|
|
|
291,779 |
|
|
|
593,752 |
|
|
|
37% |
|
|
|
389,992 |
|
|
|
33% |
|
|
|
155,377 |
|
|
|
52% |
|
|
Proportional
|
|
|
67,526 |
|
|
|
44,947 |
|
|
|
83,647 |
|
|
|
5% |
|
|
|
84,008 |
|
|
|
7% |
|
|
|
9,552 |
|
|
|
3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Casualty
|
|
|
404,559 |
|
|
|
336,726 |
|
|
|
677,399 |
|
|
|
42% |
|
|
|
474,000 |
|
|
|
40% |
|
|
|
164,929 |
|
|
|
55% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finite Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess-of-loss
|
|
|
43,237 |
|
|
|
75,176 |
|
|
|
270,629 |
|
|
|
16% |
|
|
|
250,634 |
|
|
|
22% |
|
|
|
43,844 |
|
|
|
15% |
|
|
Proportional
|
|
|
148,960 |
|
|
|
125,596 |
|
|
|
193,546 |
|
|
|
12% |
|
|
|
94,600 |
|
|
|
8% |
|
|
|
|
|
|
|
0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Finite Risk
|
|
|
192,197 |
|
|
|
200,772 |
|
|
|
464,175 |
|
|
|
28% |
|
|
|
345,234 |
|
|
|
30% |
|
|
|
43,844 |
|
|
|
15% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess-of-loss
|
|
|
594,318 |
|
|
|
572,809 |
|
|
|
1,230,565 |
|
|
|
75% |
|
|
|
865,341 |
|
|
|
74% |
|
|
|
255,770 |
|
|
|
86% |
|
|
Proportional
|
|
|
322,440 |
|
|
|
237,824 |
|
|
|
415,448 |
|
|
|
25% |
|
|
|
306,801 |
|
|
|
26% |
|
|
|
42,344 |
|
|
|
14% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
916,758 |
|
|
$ |
810,633 |
|
|
$ |
1,646,013 |
|
|
|
100% |
|
|
$ |
1,172,142 |
|
|
|
100% |
|
|
$ |
298,114 |
|
|
|
100% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Property and Marine operating segment includes principally
property and marine reinsurance coverages that are written in
the United States and international markets. This business
includes catastrophe excess-of-loss reinsurance treaties,
per-risk excess-of-loss treaties and proportional treaties. We
write a limited amount of other types of reinsurance on an
opportunistic basis.
The Casualty operating segment includes principally reinsurance
treaties that cover umbrella liability, general and product
liability, professional liability, workers compensation,
casualty clash, automobile liability, surety and trade credit.
This segment also includes accident and health reinsurance
treaties, which are predominantly reinsurance of health
insurance products. We generally write casualty reinsurance on
an excess-of-loss basis. Most frequently, we respond to claims
on an individual risk basis, providing coverage when a claim for
a single original insured reaches our attachment point. We write
some excess-of-loss treaties on an occurrence basis that respond
when all of a ceding companys claims from multiple
original insureds arising from a single claims event exceed our
attachment point. On an opportunistic basis, we may write
proportional treaties in this segment.
The Finite Risk operating segment includes principally
structured reinsurance contracts with ceding companies whose
needs may not be met efficiently through traditional reinsurance
products. The classes of risks underwritten through finite risk
contracts are fundamentally the same as the classes covered by
traditional products. Typically, the potential amount of losses
paid is finite or capped. In return for this limit on losses,
there is typically a cap on the potential profit margin
specified in the treaty. Profits above this margin are returned
to the ceding company. The three main categories of finite risk
contracts are quota share, multi-year excess-of-loss and whole
account aggregate stop loss.
2
Our Strategy
Our goal is to achieve attractive long-term returns for our
shareholders, while establishing Platinum as a disciplined risk
manager and market leader in selected classes of property and
casualty reinsurance, through the following strategies:
|
|
|
|
|
Operate as a Multi-Class Reinsurer. We seek to offer
a broad range of reinsurance coverage to our ceding companies.
We believe that this approach enables us to more effectively
serve our clients, diversify our risk and leverage our capital. |
|
|
|
Focus on profitability, not market share. Our management
team pursues a strategy that emphasizes profitability rather
than market share. Key elements of this strategy are prudent
risk selection, appropriate pricing and adjustment of our
business mix to respond to changing market conditions. |
|
|
|
Exercise disciplined underwriting and risk management. We
exercise underwriting and risk management discipline by
(i) maintaining a diverse spread of risk in our book of
business across product lines and geographic zones,
(ii) emphasizing excess-of-loss contracts over proportional
contracts, (iii) managing our aggregate catastrophe
exposure through the application of sophisticated property
catastrophe modeling tools and (iv) monitoring our
accumulating exposures on our non-property catastrophe exposed
coverages. |
|
|
|
Operate from a position of financial strength. As of
June 30, 2005, we had a total capitalization of
$1,660,228,000. Our capital position is unencumbered by any
potential adverse development of unpaid losses for business
written prior to January 1, 2002. Our investment strategy
focuses on security and stability in our investment portfolio by
maintaining a diversified portfolio that consists primarily of
investment grade fixed-income securities. We believe these
factors, combined with our strict underwriting discipline, allow
us to maintain our strong financial position and to be
opportunistic when market conditions are most attractive. |
Platinum Holdings common shares are traded under the
symbol PTP on the New York Stock Exchange.
Our corporate headquarters are located at The Belvedere
Building, 69 Pitts Bay Road, Pembroke, HM 08, Bermuda, and our
telephone number is (441) 295-7195. Platinum Finances
corporate headquarters are located at 2 World Financial
Center, 225 Liberty Street, Suite 2300, New York, NY
10281. Our website address is www.platinumre.com. The
information contained on our website is not a part of this
prospectus.
3
Summary of the Terms of the Exchange Offer
On August 16, 2005, Platinum Finance completed the private
offering of the outstanding Notes. This prospectus is part of a
registration statement covering the exchange of the outstanding
Notes for the Exchange Notes.
The outstanding Notes were issued, and the Exchange Notes
offered hereby will be issued, under an indenture dated as of
October 10, 2002 among Platinum Finance, as issuer,
Platinum Holdings, as guarantor, and JPMorgan Chase Bank, N.A.
(as successor entity to JPMorgan Chase Bank), as trustee, as
supplemented by the first supplemental indenture dated as of
November 1, 2002 and as further supplemented by the second
supplemental indenture dated as of August 16, 2005 among
Platinum Finance, as issuer, Platinum Holdings, as guarantor,
and JPMorgan Chase Bank, N.A., as trustee (which agreements we
refer to collectively herein as the Indenture).
In connection with the private offering, Platinum Finance and
Platinum Holdings entered into an Exchange and Registration
Rights Agreement, dated as of August 16, 2005, with
Goldman, Sachs & Co. and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
the remarketing agents in the private offering (which we refer
to as the Exchange and Registration Rights Agreement), in which
Platinum Finance and Platinum Holdings agreed, among other
things, to deliver this prospectus to you as part of the
exchange offer and to use its best efforts to complete the
exchange offer within 45 days after the date that this
registration statement shall become effective, which effective
date must be within 180 days of original issuance of the
outstanding Notes. You are entitled to exchange in the exchange
offer your outstanding Notes for Exchange Notes, which are
identical in all material respects to the outstanding Notes
except:
|
|
|
|
|
the Exchange Notes have been registered under the Securities
Act; and |
|
|
|
the Exchange Notes will not be subject to restrictions on
transfer or to any increase in annual interest rate for failure
to fulfill certain obligations under the Exchange and
Registration Rights Agreement to file and cause to be effective
a registration statement. |
After the exchange offer is completed, you will no longer be
entitled to any registration rights with respect to your Notes.
The Exchange Notes will be the obligations of Platinum Finance
and will be entitled to the benefits of the Indenture relating
to the Notes. The Exchange Notes will also be fully,
unconditionally and irrevocably guaranteed as to payment of
principal and interest by Platinum Holdings.
|
|
|
The Exchange Offer |
|
Platinum Finance is offering to exchange up to $137,500,000
aggregate principal amount of outstanding Notes for up to
$137,500,000 aggregate principal amount of Exchange Notes.
Outstanding Notes may be exchanged only in integral multiples of
$1,000. |
|
Resale |
|
Based on an interpretation by the Staff of the SEC, set forth in
no-action letters issued to third parties, Platinum Finance and
Platinum Holdings believe that the Exchange Notes issued
pursuant to the exchange offer in exchange for outstanding Notes
may be offered for resale, resold and otherwise transferred by
you (unless you are an affiliate of Platinum Finance
or Platinum Holdings within the meaning of Rule 405 under
the Securities Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided
that you are acquiring the Exchange Notes in the ordinary course
of your business and that you have not engaged in, do not intend
to engage in, and have no arrangement or understanding with any
person to participate in, a distribution of the Exchange Notes.
Each participating broker-dealer that receives Exchange Notes
for its own account pursuant to the exchange offer in |
4
|
|
|
|
|
exchange for outstanding Notes that were acquired as a result of
market-making or other trading activity must acknowledge that it
will deliver a prospectus in connection with any resale of the
Exchange Notes. See Plan of Distribution. You must
also not act on behalf of any person who could not truthfully
make the foregoing representations. |
|
|
|
Any holder of outstanding Notes who: |
|
|
|
is an affiliate of Platinum Finance or Platinum
Holdings; |
|
|
|
does not acquire Exchange Notes in the ordinary
course of its business; or |
|
|
|
tenders in the exchange offer with the intention to
participate, or for the purpose of participating, in a
distribution of Exchange Notes |
|
|
|
cannot rely on the position of the Staff of the SEC enunciated
in no-action letters and, in the absence of an exemption
therefrom, must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with
the resale of the Exchange Notes. Platinum Finance and Platinum
Holdings have not obtained, and do not plan to request, a
no-action letter from the Staff of the SEC with respect to this
exchange offer. |
|
|
Expiration Date; Withdrawal of Tender |
|
The exchange offer will expire at 5:00 p.m., New York City
time, on November 29, 2005, or such later date and time to
which Platinum Finance extends it, which date we refer to as the
expiration date. Platinum Finance does not currently
intend to extend the expiration date. A tender of outstanding
Notes pursuant to the exchange offer may be withdrawn at any
time prior to the expiration date. Any outstanding Notes not
accepted for exchange for any reason will be returned without
expense to the tendering holder promptly after the expiration or
termination of the exchange offer. |
|
|
Certain Conditions to the Exchange Offer |
|
The exchange offer is subject to customary conditions which
Platinum Finance and Platinum Holdings may waive. Please read
the section of this prospectus captioned The Exchange
Offer Certain Conditions to the Exchange Offer
for more information regarding the conditions to the exchange
offer. |
|
Procedures for Tendering Outstanding Notes |
|
If you wish to participate in the exchange offer, you must
complete, sign and date the accompanying letter of transmittal,
or a facsimile of the letter of transmittal, according to the
instructions contained in this prospectus and the letter of
transmittal. You must also mail or otherwise deliver the letter
of transmittal, or a facsimile of the letter of transmittal,
together with the outstanding Notes and any other required
documents, to the exchange agent at the address set forth on the
cover page of the letter of transmittal. If you hold outstanding
Notes through The Depository Trust Company, or DTC, and wish to
participate in the exchange offer, you must comply with the
Automated |
5
|
|
|
|
|
Tender Offer Program, or ATOP, procedures of DTC, by which you
will agree to be bound by the letter of transmittal. By signing,
or agreeing to be bound by, the letter of transmittal, you will
represent to Platinum Finance and Platinum Holdings that, among
other things: |
|
|
|
any Exchange Notes that you receive will be acquired
in the ordinary course of your business; |
|
|
|
you have no arrangement or understanding with any
person or entity to participate in a distribution of the
Exchange Notes; |
|
|
|
you are not an affiliate, as defined in
Rule 405 of the Securities Act, of Platinum Finance or
Platinum Holdings, or, if you are an affiliate, you will comply
with any applicable registration and prospectus delivery
requirements of the Securities Act; |
|
|
|
if you are not a broker-dealer, you are not engaged
in and do not intend to engage in the distribution of the
Exchange Notes; |
|
|
|
if you are a broker-dealer that will receive
Exchange Notes for your own account in exchange for outstanding
Notes that were acquired as a result of market-making
activities, that you will deliver a prospectus, as required by
law, in connection with any resale of such Exchange
Notes; and |
|
|
|
you are not acting on behalf of any person who could
not truthfully make the foregoing representations. |
|
Special Procedures for Beneficial Owners |
|
If you are a beneficial owner of outstanding Notes that are
registered in the name of a broker, dealer, commercial bank,
trust company or other nominee, and you wish to tender such
outstanding Notes in the exchange offer, you should contact such
registered holder promptly and instruct such registered holder
to tender on your behalf. If you wish to tender on your own
behalf, you must, prior to completing and executing the letter
of transmittal and delivering your outstanding Notes, either
make appropriate arrangements to register ownership of the
outstanding Notes in your name or obtain a properly completed
bond power from the registered holder. The transfer of
registered ownership may take considerable time and may not be
able to be completed prior to the expiration date. |
|
Guaranteed Delivery Procedures |
|
If you wish to tender your outstanding Notes and (i) your
outstanding Notes are not immediately available or (ii) you
cannot deliver your outstanding Notes, the letter of transmittal
or any other documents required by the letter of transmittal or
(iii) you cannot comply with the applicable procedures
under DTCs ATOP prior to the expiration date, you must
tender your outstanding Notes according to the guaranteed
delivery procedures set forth in this prospectus under The
Exchange Offer Guaranteed Delivery Procedures. |
6
|
|
|
Effect on Holders of Outstanding Notes |
|
As a result of the making of, and upon acceptance for exchange
of all validly tendered outstanding Notes pursuant to the terms
of, the exchange offer, Platinum Finance and Platinum Holdings
will have fulfilled a covenant contained in the Exchange and
Registration Rights Agreement and, accordingly, there will be no
increase in the interest rate on the outstanding Notes under the
circumstances described in the Exchange and Registration Rights
Agreement. If you are a holder of outstanding Notes and you do
not tender your outstanding Notes in the exchange offer, you
will continue to hold such outstanding Notes and you will be
entitled to all the rights and limitations applicable to the
outstanding Notes in the Indenture, except for any rights under
the Indenture or the Exchange and Registration Rights Agreement
that by their terms terminate upon the consummation of the
exchange offer. The tender of outstanding Notes under the
exchange offer will reduce the principal amount of the
outstanding Notes, which may have an adverse effect upon, and
increase the volatility of, the market price of the outstanding
Notes due to a reduction in liquidity. |
|
|
|
The trading market for outstanding Notes not exchanged in the
exchange offer may be more limited than it is at present.
Therefore, if your outstanding Notes are not exchanged in the
exchange offer, it may become more difficult for you to sell or
transfer your unexchanged outstanding Notes. |
|
Consequences of Failure to Exchange |
|
All untendered outstanding Notes will continue to be subject to
the restrictions on transfer provided for in the outstanding
Notes and in the Indenture. In general, the outstanding Notes
may not be offered or sold, unless registered under the
Securities Act, except pursuant to an exemption from, or in a
transaction not subject to, the Securities Act and applicable
state securities laws. Other than in connection with the
exchange offer, Platinum Finance and Platinum Holdings do not
currently anticipate that Platinum Finance or Platinum Holdings
will register the outstanding Notes under the Securities Act. |
|
Material U.S. Federal Income Tax Considerations |
|
The exchange of outstanding Notes for Exchange Notes in the
exchange offer will not be a taxable event for United States
federal income tax purposes. See Material
U.S. Federal Income Tax Considerations. |
|
Use of Proceeds |
|
We will not receive any cash proceeds from the issuance of
Exchange Notes pursuant to the exchange offer. |
|
Exchange Agent |
|
JPMorgan Chase Bank, N.A. is the exchange agent for the exchange
offer. The address and telephone number of the exchange agent
are set forth in the section of this prospectus captioned
The Exchange Offer Exchange Agent. |
7
Summary of the Terms of the Exchange Notes
|
|
|
Issuer |
|
Platinum Underwriters Finance, Inc. |
|
Guarantor |
|
Platinum Underwriters Holdings, Ltd. |
|
The Exchange Notes |
|
$137,500,000 principal amount of Series B
6.371% Senior Guaranteed Notes due 2007. |
|
Maturity |
|
November 16, 2007. |
|
Interest Rate |
|
6.371% per annum. |
|
Interest Payment Dates |
|
May 16 and November 16 of each year, commencing on
November 16, 2005. |
|
Ranking |
|
The Exchange Notes and the guarantee will not be secured by any
property or assets of Platinum Finance or Platinum Holdings, and
will rank junior to any senior secured debt that Platinum
Finance or Platinum Holdings, respectively, may incur in the
future. The Exchange Notes will not be subordinated to any of
Platinum Finances other debt obligations and therefore
will rank equally with all of Platinum Finances other
existing and future unsecured and unsubordinated indebtedness,
including the $250 million aggregate principal amount of
its outstanding 7.50% Notes. The guarantee will not be
subordinated to any of Platinum Holdings other debt
obligations and therefore will rank equally with all of Platinum
Holdings other existing and future senior unsecured and
unsubordinated indebtedness, including its guarantee of
$250 million aggregate principal amount of 7.50% Notes
of Platinum Finance. |
|
|
|
Both Platinum Finance and Platinum Holdings conduct
substantially all of their operations through their subsidiaries
and their subsidiaries generate substantially all of the
operating income and cash flow of Platinum Finance and Platinum
Holdings. The Exchange Notes will not be guaranteed by any of
their subsidiaries and will be effectively subordinated to all
existing and future indebtedness and other liabilities of their
subsidiaries. As of June 30, 2005, Platinum Finances
subsidiaries had approximately $1,270 million in
liabilities and obligations that would have effectively ranked
senior to the Exchange Notes, and Platinum Holdings
subsidiaries had approximately $1,559 million in
liabilities and obligations (including the liabilities and
obligations of Platinum Finances subsidiaries) that would
have effectively ranked senior to the guarantee. See
Description of the Exchange Notes
Ranking. |
|
|
|
The Indenture under which the Exchange Notes will be issued does
not limit the ability of Platinum Finance or Platinum Holdings
to issue or incur other additional senior indebtedness. |
|
Tax Event Redemption |
|
Platinum Finance may redeem the Exchange Notes at its option on
not less than 30 days, but not more than 60 days prior
written notice, in whole or in part, upon the occurrence and
continuation of a tax event under the circumstances and at the
redemption amount set forth under the caption Description
of the Exchange Notes Tax Event Redemption. |
8
|
|
|
Guarantee |
|
The Exchange Notes will be irrevocably and unconditionally
guaranteed on a senior, unsecured basis by Platinum Holdings. |
|
Form and Denomination |
|
The Exchange Notes will be issuable in denominations of $1,000
or any integral multiples of $1,000 in excess thereof. |
|
Covenants |
|
The Indenture governing the Exchange Notes contains certain
covenants that, among other things, limit the ability of
Platinum Finance and any Significant Subsidiary (as defined in
the Indenture) to create, issue, assume, incur or guarantee any
indebtedness for borrowed money that is secured by a mortgage,
pledge, lien, security interest or other encumbrance on any
voting stock (as defined in the Indenture) of a Significant
Subsidiary. See Description of the Exchange
Notes Limitations on Liens. |
|
Trustee |
|
JPMorgan Chase Bank, N.A. |
|
Governing Law |
|
The Indenture is, and the Exchange Notes will be, governed by,
and construed in accordance with, the laws of the State of New
York. |
|
U.S. Federal Income Taxation |
|
We will treat the Exchange Notes as indebtedness that is subject
to the regulations governing contingent payment debt
instruments. Under such characterization, you will be required
to include any original issue discount in income during your
ownership of the Exchange Notes, subject to some adjustments.
Additionally, you may be required to recognize as ordinary
income all or a portion of the gain, if any, realized on a sale,
exchange or other disposition of the Exchange Notes. |
|
ERISA Considerations |
|
Holders of outstanding Notes who exchange such outstanding Notes
for the Exchange Notes must carefully consider the restrictions
on purchases of Exchange Notes set forth under ERISA
Considerations. |
|
Risk Factors |
|
See Risk Factors and other information included in
this prospectus and the documents incorporated by reference
herein for a discussion of factors you should carefully consider
before deciding to invest in the Exchange Notes. |
|
Listing |
|
The Exchange Notes will not be listed on an exchange. |
9
RISK FACTORS
An investment in the Exchange Notes is subject to significant
risks inherent in our business. You should carefully consider
the risks and uncertainties described in our Annual Report on
Form 10-K/A for the year ended December 31, 2004,
which is incorporated herein by reference, the risks and
uncertainties described below and the other information included
in this prospectus before investing in the Exchange Notes. If
any of the events described occur, our business and financial
results could be adversely affected in a material way.
This prospectus also contains forward-looking statements
about our business and results of operations that could be
impacted by various risks and uncertainties. Our actual results
could differ materially from those anticipated in the
forward-looking statements as a result of certain factors,
including the risks and uncertainties described below and
elsewhere in this prospectus. See Special
Note Regarding Forward Looking Statements.
|
|
|
Increased competition could adversely affect our
profitability. |
The property and casualty reinsurance industry is highly
competitive. We compete with reinsurers worldwide, many of which
have greater financial, marketing and management resources than
we do. Some of our competitors are large financial institutions
that have reinsurance segments, while others are specialty
reinsurance companies. Financial institutions have also created
alternative capital market products that compete with
reinsurance products, such as reinsurance securitization.
Following the September 11, 2001 terrorist attack, a number
of individuals and companies in the reinsurance industry
established new, well-capitalized, Bermuda-based reinsurers to
benefit from improved market conditions, and a number of
existing competitors raised additional capital. Many of the
reinsurers that entered the reinsurance markets have or could
have more capital than we have. In addition, there may be
established companies or new companies of which we are not aware
that may be planning to commit capital to this market. The full
effect of this additional capital on the reinsurance market and
on the terms and conditions of the reinsurance contracts of the
types we expect to underwrite may not be known for some time.
Competition in the types of reinsurance business that we
underwrite is based on many factors, including premium charges
and other terms and conditions offered, services provided,
ratings assigned by independent rating agencies, speed of claims
payment, claims experience, perceived financial strength and
experience and reputation of the reinsurer in the line of
reinsurance to be underwritten.
Traditional as well as new capital market participants from time
to time produce alternative products (such as reinsurance
securitizations, catastrophe bonds and various derivatives such
as swaps) that may compete with certain types of reinsurance,
such as property catastrophe. Over time, these numerous
initiatives could significantly affect supply, pricing and
competition in our industry.
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A downgrade in the rating assigned by A.M. Best to our
operating subsidiaries could adversely affect our ability to
write new business. |
A.M. Best Company (A.M. Best) has assigned a
financial strength rating of A (Excellent) to our
operating subsidiaries. This rating is the third highest of
sixteen rating levels. According to A.M. Best, a rating of
A indicates A.M. Bests opinion that a
company has an excellent ability to meet its ongoing obligations
to policyholders. This rating is subject to periodic review by
A.M. Best and may be revised downward or revoked at the
sole discretion of A.M. Best. A.M. Best may increase
its scrutiny of rated companies, revise their rating standards
or take other action. If A.M. Best revises the rating
standard associated with our current rating, our rating may be
downgraded or we may need to raise additional capital to
maintain our rating.
On March 31, 2005, A.M. Best issued a press release
announcing that it had placed under review with negative
implications the financial strength ratings of A
(Excellent) of Platinum US, Platinum UK and Platinum Bermuda,
that it had downgraded and placed under review with negative
implications the debt rating of the equity security units issued
by Platinum Finance to bbb from bbb+ and
that it had
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downgraded and placed under review with negative implications
the indicative ratings assigned to securities available under
our shelf registration statement to bbb from
bbb+ on senior unsecured debt, to
bbb from bbb on subordinated debt
and to bb+ from bbb on preferred
shares. A.M. Best stated in its press release that these rating
actions followed A.M. Bests determination that our
risk-adjusted capital position had declined more than originally
estimated from prior year levels due to the losses incurred as a
result of hurricanes in the southeastern U.S. in 2004 and
the resulting increase to our operating leverage. A.M. Best
further stated in the press release that Platinum Bermuda, which
assumes a significant amount of business from our other
operating companies, had realized a disproportionate reduction
in its risk-adjusted capital position. A.M. Best also
acknowledged in the press release that we had provided A.M. Best
with a plan to strengthen in the near term our financial
position, including that of Platinum Bermuda, and stated that if
our plan were executed successfully, A.M. Best expected that our
A (Excellent) financial strength rating would be
affirmed with a stable outlook.
In May 2005, Platinum Finance issued $250 million aggregate
principal amount of Series A 7.50% Notes,
unconditionally guaranteed by Platinum Holdings. Following
Platinum Finances issuance of Series A
7.50% Notes, A.M. Best issued a press release on
May 26, 2005, affirming Platinum Holdings financial
strength rating of A (Excellent) and issuer credit
ratings of a of its reinsurance subsidiaries.
Concurrently, A.M. Best affirmed the issuer credit rating of
bbb of Platinum Holdings and all its existing debt
ratings. All ratings have been removed from under review and
assigned a stable outlook.
A.M. Best is generally considered to be a significant rating
agency with respect to the evaluation of insurance and
reinsurance companies. Ratings are used by ceding companies and
reinsurance intermediaries as an important means of assessing
the financial strength and quality of reinsurers. In addition, a
ceding companys own rating may be adversely affected by a
downgrade in the rating of its reinsurer. Therefore, a downgrade
of our rating may dissuade a ceding company from reinsuring with
us and may influence a ceding company to reinsure with a
competitor of ours that has a higher insurance rating.
It is increasingly common for our reinsurance contracts to
contain terms that would allow the ceding companies to cancel
the contract or require collateral to be posted for a portion of
our obligations if we are downgraded below a certain rating
level. Whether a client would exercise this cancellation right
would depend, among other factors, on the reason for such
downgrade, the extent of the downgrade, the prevailing market
conditions and the pricing and availability of replacement
reinsurance coverage. Therefore, we cannot predict in advance
the extent to which this cancellation right would be exercised,
if at all, or what effect such cancellations would have on our
financial condition or future operations, but such effect
potentially could be material.
We may from time to time secure our obligations under our
various reinsurance contracts using trusts and letters of
credit. We have entered into agreements with several ceding
companies that require us to provide collateral for our
obligations under certain reinsurance contracts with these
ceding companies under various circumstances, including where
our obligations to these ceding companies exceed negotiated
thresholds. These thresholds may vary depending on our rating
from A.M. Best or other rating agencies and a downgrade of our
ratings or a failure to achieve a certain rating may increase
the amount of collateral we are required to provide. We may
provide the collateral by delivering letters of credit to the
ceding company, depositing assets into trust for the benefit of
the ceding company or permitting the ceding company to withhold
funds that would otherwise be delivered to us under the
reinsurance contract. The amount of collateral we are required
to provide typically represents a portion of the obligations we
may owe the ceding company, often including estimates made by
the ceding company of claims that were incurred but not reported
(IBNR). Since we may be required to provide
collateral based on the ceding companys estimate, we may
be obligated to provide collateral that exceeds our estimates of
the ultimate liability to the ceding company.
On May 10, 2005, Standard & Poors Ratings
Service, a Division of The McGraw-Hill Companies, Inc.
(Standard & Poors) issued a press
release announcing that it had assigned its BBB
counterparty credit and senior debt ratings to Platinum Holdings
and its BBB debt rating to the equity security units
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issued by Platinum Holdings. Standard & Poors
explained that the equity security units are rated as senior
debt, but because of their equity-like characteristics,
Standard & Poors views the equity security units
as hybrid equity.
Standard & Poors further announced in the press
release that it had also assigned its preliminary
BBB senior debt, preliminary BBB
subordinated debt, and preliminary BB+ preferred
stock ratings to the Companys universal shelf registration
filed in 2004. Standard & Poors stated that its
outlook on these ratings is stable.
Standard & Poors further stated that the ratings
are based on the Companys strong competitive position,
earnings, and capitalization, and highly skilled and experienced
personnel. Standard & Poors also stated that
partially offsetting these strengths are the Companys
short tenure as an independent company, relative concentration
of U.S. business, property catastrophe risk, and an
uncertain environment for the finite risk segment.
Standard & Poors expects our operating
performance to improve in 2005, as rate adequacy remains strong,
and on the assumption that higher than average catastrophe
losses are not repeated. Standard & Poors further
expects an overall combined ratio of 91%-94% in 2005.
Standard & Poors ratings, however, are subject to
periodic review by Standard & Poors and may be
revised or revoked in their sole discretion.
We may from time to time obtain ratings from other rating
agencies, though we are unable to predict the impact of any such
ratings at this time.
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The occurrence of severe catastrophic events could have a
material adverse effect on our financial condition or results of
operations. |
Because we underwrite property and casualty reinsurance and have
large aggregate exposures to natural and man-made disasters, we
expect that our loss experience generally will include
infrequent events of great severity. The frequency and severity
of catastrophe losses are inherently unpredictable.
Consequently, the occurrence of losses from a severe catastrophe
or series of catastrophes could have a material adverse effect
on our results of operations and financial condition. In
addition, catastrophes are an inherent risk of our business and
a severe catastrophe or series of catastrophes could have a
material adverse effect on our ability to write new business,
and our financial condition and results of operations, possibly
to the extent of eliminating our shareholders equity and
statutory surplus (which is the amount remaining after all
liabilities, including liabilities for losses and loss
adjustment expense (LAE), are subtracted from all
admitted assets, as determined under statutory accounting
principles prescribed or permitted by U.S. insurance
regulatory authorities). Increases in the values and geographic
concentrations of insured property and the effects of inflation
have historically resulted in increased severity of industry
losses in recent years, and, although we seek to limit our
overall exposure to risk by limiting the amount of reinsurance
we write by geographic zone, we expect that those factors will
increase the severity of catastrophe losses in the future. In
this regard, we have recently increased our exposure to smaller
hurricanes in Florida.
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Uncertainty related to estimated losses related to
Hurricanes Katrina and Rita may further impact our financial
results. |
On September 15, 2005, we issued a press release announcing
that we estimate our losses, net of reinstatement premiums, tax
benefits and retrocessional recoveries, from Hurricane Katrina
will be approximately 0.5% to 0.6% of the total insurance
industry losses arising from the hurricane. Due to the structure
of our reinsurance contracts and the application of our
retrocessional program, we expect that the larger the industry
loss the lower our share of that loss. Third party sources have
estimated that aggregate insurance industry losses from
Hurricane Katrina could be as high as $60 billion. It is
not currently known what the ultimate actual insured losses from
Hurricane Katrina will be.
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Further, on October 6, 2005, we issued a press release
announcing that, based on the currently available information,
we estimate our losses, net of reinstatement premiums, tax
benefits and retrocessional recoveries, from Hurricane Rita will
be approximately $45 million.
Our loss estimates from Hurricanes Katrina and Rita are
preliminary and based on portfolio modeling, a review of
individual contracts and preliminary indications from clients
and brokers. We have received very few claims notices to date.
The unique nature of the loss and the potential for legal and
regulatory developments to impact the magnitude of the loss is
expected to introduce significant uncertainty and delay into the
loss adjustment and settlement processes. Consequently, the
actual impact on our results arising from Hurricanes Katrina and
Rita may differ materially from the current estimate.
In addition, our estimates are subject to a high level of
uncertainty arising out of extremely complex and unique
causation and coverage issues associated with the attribution of
losses to wind or flood damage or other perils such as fire,
business interruption or riot and civil commotion. For example,
the underlying policies generally do not cover flood damage;
however, water damage caused by wind may be covered. We expect
that these issues will not be resolved for a considerable period
of time and may be influenced by evolving legal and regulatory
developments.
Our actual losses from Hurricanes Katrina and Rita may exceed
our estimates as a result of, among other things, the receipt of
additional information from clients, the attribution of losses
to coverages that for the purpose of our estimates we assumed
would not be exposed, which may be affected by class action
lawsuits or state regulatory action, and inflation in repair
costs due to the limited availability of labor and materials, in
which case our financial results could be further materially
adversely affected.
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If the loss limitation methods and pricing models we
employ are not effective, our financial condition or results of
operations could be materially adversely affected. |
Our property and casualty reinsurance contracts cover
unpredictable events such as hurricanes, windstorms, hailstorms,
earthquakes, volcanic eruptions, fires, industrial explosions,
freezes, riots, floods and other natural or man-made disasters.
We seek to limit our overall exposure to risk by limiting the
amount of reinsurance we write by geographic zone, peril and
type of program or contract. Our risk management uses a variety
of means, including the use of contract terms, diversification
criteria, probability analysis and analysis of comparable
historical loss experience. We estimate the impact of certain
catastrophic events using catastrophe modeling software and
contract information to evaluate our exposure to losses from
individual contracts and in the aggregate. For example, the
majority of the natural peril catastrophe reinsurance we write
relates to exposures within the United States, Europe and Japan.
Accordingly, we monitor our exposure to events that affect these
regions, such as hurricanes and earthquakes in the United
States, flood and wind in Europe and typhoons and earthquakes in
Japan.
We take an active role in the evaluation of commercial
catastrophe exposure models, which form the basis for our own
proprietary pricing models. These computer-based loss modeling
systems utilize direct exposure information obtained from our
clients and independent external data to assess each
clients potential for catastrophe losses. We believe that
modeling is an important part of the underwriting process for
catastrophe exposure pricing. However, these models depend on
the quality of the information obtained from our clients and the
external data we obtain from third parties and may prove
inadequate for determining the pricing for certain catastrophe
exposures.
Many of our reinsurance contracts do not contain an aggregate
loss limit or a loss ratio limit, which means that there is no
contractual limit to the losses that we may be required to pay
pursuant to such reinsurance contracts. Substantially all of our
property reinsurance contracts with natural catastrophe exposure
have occurrence limits that limit our exposure. Substantially
all of our high layer property, casualty and marine
excess-of-loss contracts also contain aggregate loss limits,
with limited reinstatements of an occurrence limit, which
restore the original limit under the contract after the limit
has been depleted by losses incurred on that treaty.
13
Various provisions of our contracts, such as limitations or
exclusions from coverage or choice of forum, may not be
enforceable in the manner we intend, due to, among other things,
disputes relating to coverage and choice of legal forum.
Underwriting is a matter of judgment, involving important
assumptions about matters that are inherently difficult to
predict and beyond our control, and for which historical
experience and probability analysis may not provide sufficient
guidance. One or more catastrophic or other events could result
in claims that substantially exceed our expectations, which
could have a material adverse effect on our financial condition
or our results of operations, possibly to the extent of
eliminating our shareholders equity and statutory surplus.
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If we are required to increase our liabilities for losses
and LAE, our operating results may be adversely affected. |
We are required by applicable insurance laws and regulations and
generally accepted accounting principles in the United States
(U.S. GAAP) to establish liabilities on our
consolidated balance sheet for payment of losses and LAE that
will arise from our reinsurance products. At any time, these
liabilities may prove to be inadequate to cover our actual
losses and LAE. To the extent these liabilities may be
insufficient to cover actual losses or LAE, we will have to add
to these liabilities and incur a charge to our earnings, which
could have a material adverse effect on our financial condition,
results of operations and cash flows.
The liabilities established on our consolidated balance sheet do
not represent an exact calculation of liability, but rather are
estimates of the expected cost of the ultimate settlement of
losses. All of our liability estimates are based on actuarial
and statistical projections at a given time, facts and
circumstances known at that time and estimates of trends in loss
severity and other variable factors, including new concepts of
liability and general economic conditions. Changes in these
trends or other variable factors could result in claims in
excess of the liabilities that we have established.
Unforeseen losses, the type or magnitude of which we cannot
predict, may emerge in the future. These additional losses could
arise from changes in the legal environment, catastrophic
events, extraordinary events affecting our clients such as
reorganizations and liquidations or changes in general economic
conditions.
In addition, because we, like other reinsurers, do not
separately evaluate each of the individual risks assumed under
reinsurance treaties, we are largely dependent on the original
underwriting decisions made by ceding companies. We are subject
to the risk that our ceding companies may not have adequately
evaluated the risks to be reinsured and that the premiums ceded
to us may not adequately compensate us for the risks we assume.
Under U.S. GAAP, Platinum US, Platinum UK and Platinum
Bermuda are not permitted to establish liabilities until an
event occurs which may give rise to a loss. Once such an event
occurs, liabilities are established based upon estimates of the
total losses incurred by the ceding companies and an estimate of
the portion of such loss our three operating subsidiaries have
reinsured. As a result, only liabilities applicable to losses
incurred up to the reporting date may be established, with no
allowance for the provision of a contingency reserve to account
for unexpected future losses. Losses arising from future events
will be estimated and recognized at the time the loss is
incurred. Such future losses could be substantial.
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Retrocessional reinsurance may become unavailable on
acceptable terms. |
In order to limit the effect on our financial condition of large
and multiple losses, we may buy retrocessional reinsurance,
which is reinsurance for our own account. From time to time,
market conditions have limited, and in some cases have
prevented, insurers and reinsurers from obtaining the types and
amounts of reinsurance that they consider adequate for their
business needs. If we are unable or unwilling to obtain
retrocessional reinsurance, our financial position and results
of operations may be materially adversely affected by
catastrophic losses. Elimination of all or portions of our
retrocessional coverage could subject us to increased, and
possibly material, exposure or could cause us to underwrite less
business.
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A retrocessionaires insolvency or its inability or
unwillingness to make payments under the terms of its
reinsurance treaty with us could have a material adverse effect
on us. Therefore, our retrocessions subject us to credit risk
because the ceding of risk to retrocessionaires does not relieve
a reinsurer of its liability to the ceding companies.
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We are dependent on the business provided to us by
reinsurance brokers and we may be exposed to liability for
brokers failure to make payments to clients for their
claims; in addition, there are ongoing industry-wide
investigations relating to the conduct of insurance and
reinsurance brokers. |
We market most of our reinsurance products through reinsurance
brokers. The reinsurance brokerage industry generally, and our
sources of business specifically, are concentrated. The loss of
business relationships with any of our top five brokers could
have a material adverse effect on our business. In addition,
some of these brokers have invested in new Bermuda reinsurance
companies that may compete with us.
In accordance with industry practice, we expect to frequently
pay amounts owing in respect of claims under our contracts to
reinsurance brokers, for payment over to the ceding companies.
In the event that a broker fails to make such a payment,
depending on the jurisdiction, we may remain liable to the
ceding company for the deficiency. Conversely, in certain
jurisdictions, when premiums for such contracts are paid to
reinsurance brokers for payment over to us, such premiums will
be deemed to have been paid and the ceding company will no
longer be liable to us for those amounts whether or not actually
received by us. Consequently, we assume a degree of credit risk
associated with our brokers during the payment process.
In the spring of 2004, the Office of the Attorney General of the
State of New York and the New York State Insurance Department
began an investigation of the broker compensation practices of
Willis North America Inc., a subsidiary of Willis Group Holdings
Ltd. (Willis). A similar investigation was commenced
by the Minnesota Attorney General. Although the Attorney General
of the State of New York did not commence a lawsuit against
Willis, its investigation revealed internal communications about
efforts to maximize Willis revenue and insurers
revenues without regard to the interest of clients. In April
2005, Willis agreed to pay $51 million in restitution to
settle the claims made in these investigations.
In October 2004, the Office of the Attorney General of the State
of New York announced that it had commenced a civil suit against
Marsh & McLennan Companies (Marsh),
alleging that certain of its business practices were fraudulent
and violated antitrust and securities laws. This action resulted
from an industry-wide investigation relating to the conduct of
insurance and reinsurance brokers, which is ongoing. Regulatory
authorities in several other states have opened similar
investigations. In January 2005, Marsh agreed to pay
$850 million to settle these charges. The Company was not a
party to this litigation and did not receive any subpoena or
information requests with respect to this litigation.
In November 2004, the Acting Director of the Division of
Insurance, Illinois Department of Financial and Professional
Regulation commenced an investigation against Aon Corporation
and its subsidiaries and affiliates (collectively
Aon) relating to contingent commissions and other
business practices that may have created actual or potential
conflicts of interest. Thereafter, in March 2005, similar
allegations were made in actions commenced by the Attorney
Generals for New York, Illinois and Connecticut and the
investigation commenced by the Superintendent of Insurance of
the State of New York. In March 2005, Aon agreed to pay
$190 million in restitution to settle the claims made in
these actions.
We underwrite substantially all of our reinsurance through
brokers, including a substantial portion through Marsh, Aon and
Willis. We are unable to predict the impact, if any, that these
investigations, and any increased regulatory oversight that
might result therefrom, may have on our business.
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The current investigations into certain non-traditional,
or loss mitigation, insurance products could have a material
adverse effect on our financial condition or results of
operations. |
In November and December 2004, we received subpoenas from the
SEC and the Office of the Attorney General for the State of New
York for documents and information relating to certain
15
nontraditional, or loss mitigation, insurance products. We are
fully cooperating in responding to all such requests. Other
reinsurance companies have reported receiving similar subpoenas
and requests. These investigations appear to be at a very
preliminary stage and, accordingly, we are unable to predict the
direction these investigations will take and the impact, if any,
they may have on our business.
On June 14, 2005, we received a grand jury subpoena from
the United States Attorney for the Southern District of New York
requesting documents relating to our finite reinsurance
products. We have been informed that other companies in the
industry have received similar subpoenas.
In the Finite Risk segment, we expect that the ongoing
investigations by the SEC, New York Attorney General and United
States Attorney for the Southern District of New York, as well
as ongoing investigations by non-U.S. regulatory
authorities such as the Bermuda Monetary Authority and the U.K.
Financial Services Authority, will significantly diminish demand
for limited risk transfer products in the short term. Although
we cannot predict with certainty the outcome of these
investigations, we believe that once the buyers and sellers of
these products perceive that the accounting, headline and
regulatory risk has receded, demand will return. Accordingly,
the likelihood of the Company writing a significant volume of
new finite business is materially lower for 2005 than for 2004.
For example, during the three months ended June 30, 2005,
we did not write any new or renewal contracts in our Finite Risk
segment. However, our existing portfolio of finite risk
contracts is expected to generate net premiums earned volume for
2005 that is substantially the same as for 2004.
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The property and casualty reinsurance business is
historically cyclical, and we expect to experience periods with
excess underwriting capacity and unfavorable pricing. |
Historically, property and casualty reinsurers have experienced
significant fluctuations in operating results. Demand for
reinsurance is influenced significantly by underwriting results
of primary insurers and prevailing general economic and market
conditions, all of which affect ceding companies decisions
as to the amount or portion of risk that they retain for their
own accounts and consequently reinsurance premium rates. The
supply of reinsurance is related to prevailing prices, the
levels of insured losses and levels of industry surplus which,
in turn, may fluctuate in response to changes in rates of return
on investments being earned in the reinsurance industry. As a
result, the property and casualty reinsurance business
historically has been a cyclical industry, characterized by
periods of intense price competition due to excessive
underwriting capacity as well as periods when shortages of
capacity permitted favorable pricing. We can expect to
experience the effects of such cyclicality.
The cyclical trends in the industry and the industrys
profitability can also be affected significantly by volatile and
unpredictable developments, including what management believes
to be a trend of courts to grant increasingly larger awards for
certain damages, natural disasters (such as catastrophic
hurricanes, windstorms, tornadoes, earthquakes and floods),
fluctuations in interest rates, changes in the investment
environment that affect market prices of and income and returns
on investments and inflationary pressures that may tend to
affect the size of losses experienced by primary insurers. We
cannot predict whether market conditions will improve, remain
constant or deteriorate. A return to unfavorable market
conditions may affect our ability to write reinsurance at rates
that we consider appropriate relative to the risk assumed. If we
cannot write property and casualty reinsurance at appropriate
rates, our ability to transact reinsurance business would be
significantly and adversely affected.
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Our invested assets are subject to market volatility and
interest rate and currency exchange rate fluctuation. |
The Companys principal invested assets are fixed
maturities, which are subject to the market risk of potential
losses from adverse changes in interest rates. Depending on our
classification of our investments as available-for-sale, trading
or other assets, changes in the market value of our securities
are reflected in either our consolidated balance sheet or
statement of income. The Companys investment portfolio is
also subject to credit risk resulting from adverse changes in
the issuers ability to repay the debt. These risks could
materially adversely affect our results of operations.
16
The Companys principal exposure to foreign currency risk
is its obligation to settle claims in foreign currencies. The
possibility exists that the Company may incur foreign currency
exchange gains or losses as it ultimately settles claims
required to be paid in foreign currencies. To the extent the
Company does not seek to hedge its foreign currency risk or
hedges prove ineffective, the resulting impact of a movement in
foreign currency exchange rate could materially adversely affect
our results of operations.
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It may be difficult to enforce service of process and
judgments against us and our officers and directors. |
We are a Bermuda company and certain of our officers and
directors are residents of various jurisdictions outside the
U.S. A substantial portion of our assets and our officers and
directors, at any one time, are or may be located in
jurisdictions outside the U.S. Although we have appointed
CT Corporation System as an agent in New York, New York to
receive service of process with respect to actions against us
arising out of violations of the U.S. federal securities
laws in any federal or state court in the U.S. relating to
the transactions covered by this prospectus, it may be difficult
for investors to effect service of process within the
U.S. on our directors and officers who reside outside the
U.S. or to enforce against us or our directors and officers
judgments of U.S. courts predicated upon civil liability
provisions of the U.S. federal securities laws.
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Your investment could be materially adversely affected if
we are deemed to be engaged in business in the U.S. |
Platinum Holdings and Platinum Bermuda are Bermuda companies,
Platinum UK is a U.K. company, and Platinum Ireland is
an Irish company. We believe that Platinum Holdings,
Platinum UK, Platinum Bermuda and Platinum Ireland each
operate in such a manner that none of these companies will be
subject to U.S. tax (other than U.S. excise tax on
reinsurance premiums and withholding tax on certain investment
income from U.S. sources) because they are not engaged in a
trade or business in the U.S. Nevertheless, because
definitive identification of activities which constitute being
engaged in a trade or business in the U.S. is not provided
by the Code or regulations or court decisions, the
U.S. Internal Revenue Service (the IRS) might
contend that any of Platinum Holdings, Platinum UK,
Platinum Bermuda or Platinum Ireland are/is engaged in a trade
or business in the U.S. If Platinum Holdings were
determined to be engaged in a trade or business in the U.S., it
would be subject to U.S. tax at regular corporate rates on
the income that is effectively connected with the
U.S. trade or business plus an additional 30% branch
profits tax on such income remaining after the regular
tax. If Platinum Bermuda were determined to be engaged in a
trade or business in the U.S. and if Platinum Bermuda
either does not qualify for benefits under the applicable income
tax treaty with the U.S. or does qualify but such trade or
business was determined to be attributable to a permanent
establishment in the U.S. (or, with respect to
investment income, arguably even if such income were not
attributable to a permanent establishment), Platinum
Bermuda would be subject to U.S. tax at regular corporate
rates on the income that is effectively connected with the
U.S. trade or business, plus an additional 30% branch
profits tax on such income remaining after the regular tax
in certain circumstances. Assuming that Platinum UK and Platinum
Ireland each qualify for benefits under the applicable income
tax treaty with the U.S., if Platinum UK and/or Platinum
Ireland were determined to be engaged in a trade or business in
the U.S. and such trade or business was determined to be
attributable to a permanent establishment in the
U.S., Platinum UK and/or Platinum Ireland would be subject
to U.S. tax at regular corporate rates on the income that
is effectively connected with that U.S. trade or business,
plus an additional 5% branch profits tax in the case
of Platinum Ireland.
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The regulatory system under which we operate, and
potential changes thereto, could significantly and adversely
affect our business. |
The business of reinsurance is regulated in most countries,
although the degree and type of regulation varies significantly
from one jurisdiction to another. Reinsurers are generally
subject to less direct regulation than primary insurers. In
Bermuda, we operate under relatively less intensive regulatory
requirements. However, in the United States and in the United
Kingdom, licensed reinsurers are highly
17
regulated and must comply with financial supervision standards
comparable to those governing primary insurers. For a detailed
discussion of the regulatory requirements to which Platinum
Holdings and its subsidiaries are subject, see
Business Regulation. Any failure to
comply with applicable laws could result in the imposition of
significant restrictions on our ability to do business, and
could also result in fines and other sanctions, any or all of
which could materially adversely affect our financial results
and operations. In addition, these statutes and regulations may,
in effect, restrict the ability of our subsidiaries to write new
business or, as indicated above, distribute funds to Platinum
Holdings. In recent years, some state legislatures have
considered or enacted laws that may alter or increase state
authority to regulate insurance companies and insurance holding
companies. Moreover, the National Association of Insurance
Commissioners (NAIC) and state insurance regulators
regularly reexamine existing laws and regulations,
interpretations of existing laws and the development of new laws
that may be more restrictive or may result in higher costs to us
than current statutory requirements.
Platinum Bermuda is not registered or licensed as an insurance
company in any jurisdiction outside Bermuda. Platinum Bermuda
conducts its business solely through its offices in Bermuda and
does not maintain an office, and its personnel do not conduct
any insurance activities, in the U.S. or elsewhere.
Although Platinum Bermuda does not believe it is in violation of
insurance laws of any jurisdiction outside Bermuda, inquiries or
challenges to Platinum Bermudas insurance activities may
still be raised in the future.
The offshore insurance and reinsurance regulatory framework
recently has become subject to increased scrutiny in many
jurisdictions, including U.S. federal and various state
jurisdictions. In the past, there have been congressional and
other proposals in the United States regarding increased
supervision and regulation of the insurance industry, including
proposals to supervise and regulate reinsurers domiciled outside
the United States. If Platinum Bermuda were to become subject to
any insurance laws and regulations of the United States or any
U.S. state, which are generally more restrictive than those
applicable to it in Bermuda, Platinum Bermuda might be required
to post deposits or maintain minimum surplus levels and might be
prohibited from engaging in lines of business or from writing
specified types of policies or contracts. Complying with those
laws could have a material adverse effect on the ability of the
Company to conduct its business.
|
|
|
General market conditions and unpredictable factors could
adversely affect market prices for the Exchange Notes. |
There can be no assurance as to the market prices for the
Exchange Notes. Several factors, many of which are beyond our
control, might influence the market value of the Exchange Notes,
including:
|
|
|
|
|
our creditworthiness; |
|
|
|
the market for similar securities; and |
|
|
|
economic, financial, geopolitical, regulatory or judicial events
that affect us, the insurance and reinsurance markets, or the
financial markets generally. |
Accordingly, the Exchange Notes that an investor receives
through this exchange or through a purchase in the secondary
market, may trade at a discount to the price that the investor
paid for the outstanding Notes in the original offering or for
the Exchange Notes on the secondary market.
|
|
|
The Exchange Notes will not be listed on any public
securities exchange or automated quotation system, and there is
no assurance that any private trading market will exist or that
it will be liquid. |
There is currently no established trading market for the
Exchange Notes. The Exchange Notes will not be listed on any
securities exchange or quotation system. Goldman,
Sachs & Co. and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith, Incorporated, the remarketing
agents for the outstanding Notes, have advised us that they
intend to make a market in the Exchange Notes as permitted by
applicable law. They are not obligated, however, to make a
market in the Exchange Notes, and any market-making may be
discontinued at any time at their sole discretion. Accordingly,
we cannot assure you as to the development or liquidity of any
market for the Exchange Notes, your ability to resell any of
your Exchange Notes or the price at which you may be able to
resell your Exchange Notes. If a market
18
for the Exchange Notes were to develop, the Exchange Notes could
trade at prices that might be lower than the initial offering
price of the Exchange Notes.
|
|
|
We will treat the Exchange Notes as contingent payment
debt instruments. |
We will treat the Exchange Notes as indebtedness that is subject
to the regulations governing contingent payment debt
instruments. Under such characterization, you will be required
to include any original issue discount in income during your
ownership of the Exchange Notes, subject to some adjustments.
Additionally, you may be required to recognize as ordinary
income all or a portion of the gain, if any, realized on a sale,
exchange or other disposition of the Exchange Notes at any time
starting from the date when no further payments are due during
the six month period after the interest rate on the Notes is
reset. No statutory, administrative or judicial authority
directly addresses the treatment of the Exchange Notes or
instruments similar to the Exchange Notes for U.S. federal
income tax purposes. As a result, we cannot assure you that the
Internal Revenue Service or the courts will agree with the tax
consequences described herein.
|
|
|
Because Platinum Holdings and Platinum Finance are each
holding companies with no operations of their own, Platinum
Finances obligations under the Exchange Notes and Platinum
Holdings obligations under the guarantee are effectively
subordinated to the debt and other obligations of their
respective subsidiaries and their cash flow is dependent on
dividends, interest and other permissible payments from their
subsidiaries. |
Both Platinum Holdings and Platinum Finance are holding
companies with no operations of their own. Platinum
Finances ability to pay its obligations under the Exchange
Notes is dependent upon its ability to obtain dividends,
interest and other permissible cash payments from its
subsidiaries. Similarly, Platinum Holdings ability to pay
its obligations under the guarantee is dependent upon its
ability to obtain dividends, interest and other permissible
payments or loans from its subsidiaries. Platinum Holdings
and Platinum Finances operating subsidiaries are separate
and distinct legal entities and will have no obligation,
contingent or otherwise, to pay any dividends or make any other
distributions (except for payments required pursuant to the
terms of intercompany indebtedness) to Platinum Holdings or
Platinum Finance. Various financing arrangements, charter
provisions and regulatory requirements may impose certain
restrictions on the abilities of Platinum Holdings and
Platinum Finances subsidiaries to transfer funds to
Platinum Holdings and Platinum Finance in the form of cash
dividends, loans or advances.
In addition, because Platinum Holdings and Platinum Finance are
holding companies, except to the extent that Platinum Holdings
or Platinum Finance has priority or equal claims against its
subsidiaries as a creditor, Platinum Finances obligations
under the Exchange Notes and Platinum Holdings obligations
under the guarantee will be effectively subordinated to the debt
and other obligations of their respective subsidiaries because,
as the shareholders of their subsidiaries, they will be subject
to the prior claims of creditors of their subsidiaries. As of
June 30, 2005, Platinum Finances subsidiaries had
approximately $1,270 million in liabilities and obligations
that would have effectively ranked senior to the Exchange Notes,
and Platinum Holdings subsidiaries had approximately
$1,559 million in liabilities and obligations (including
the liabilities and obligations of Platinum Finances
subsidiaries) that would have effectively ranked senior to the
guarantee.
|
|
|
The Indenture under which the Exchange Notes are being
issued contains only limited protection for holders of the
Exchange Notes in the event we are involved in a highly
leveraged transaction, reorganization, restructuring, merger or
similar transaction in the future. |
The Indenture under which the Exchange Notes will be issued may
not sufficiently protect holders of Exchange Notes in the event
we are involved in a highly leveraged transaction,
reorganization, restructuring, merger or similar transaction.
The Indenture does not contain any provisions restricting our or
any of our subsidiaries ability to incur additional debt,
including debt senior in right of payment to the Exchange Notes,
pay dividends on or purchase or redeem capital stock, sell
assets (other than certain restrictions on our ability to
consolidate, merge or sell all or substantially all of our
assets and our ability to
19
sell the stock of certain subsidiaries), enter into transactions
with affiliates, create liens (other than certain limitations on
creating liens on the stock of certain subsidiaries) or enter
into sale and leaseback transactions, or create restrictions on
the payment of dividends or other amounts to us from our
subsidiaries.
|
|
|
Platinum Finance will not accept your outstanding Notes
for exchange if you fail to follow the exchange offer
procedures. |
Platinum Finance will not accept your outstanding Notes for
exchange if you do not follow the exchange offer procedures.
Platinum Finance will issue registered Exchange Notes as part of
this exchange offer only after a timely receipt of your
outstanding Notes, a properly completed and duly executed letter
of transmittal and all other required documents. Therefore, if
you wish to tender your outstanding Notes, please allow
sufficient time to ensure timely delivery. If Platinum Finance
does not receive your outstanding Notes, letter of transmittal
and other required documents by the time of expiration of the
exchange offer, it will not accept your outstanding Notes for
exchange. Platinum Finance is under no duty to give notification
of defects or irregularities with respect to the tenders of
outstanding Notes for exchange. If there are defects or
irregularities with respect to your tender of outstanding Notes,
Platinum Finance may not accept your outstanding Notes for
exchange.
|
|
|
The issuance of the Exchange Notes may adversely affect
the market price for and volatility of the outstanding
Notes. |
To the extent the outstanding Notes are tendered and accepted in
the exchange offer, the trading market for the untendered and
tendered but unaccepted outstanding Notes could be adversely
affected. The tender of outstanding Notes under the exchange
offer will reduce the principal amount of the outstanding Notes,
which may have an adverse effect upon, and increase the
volatility of, the market price of the outstanding Notes due to
a reduction in liquidity. In addition, following the exchange
offer, outstanding Notes that you do not tender or that Platinum
Finance does not accept will continue to be subject to transfer
restrictions. Absent registration, any untendered outstanding
Notes may therefore be offered or sold only in transactions that
are not subject to, or that are exempt from, the registration
requirements of the Securities Act and applicable state
securities laws. Please refer to the section in this prospectus
entitled The Exchange Offer Consequences of
Failure to Exchange.
20
USE OF PROCEEDS
The exchange offer is intended to satisfy our obligations under
the Exchange and Registration Rights Agreement that we entered
into in connection with the private offering of the outstanding
Notes. We will not receive any cash proceeds from the issuance
of the Exchange Notes in the exchange offer. In consideration
for issuing the Exchange Notes as contemplated in this
prospectus, we will receive in exchange a like principal amount
of outstanding Notes. The outstanding Notes surrendered in
exchange for the Exchange Notes will be retired and canceled and
cannot be reissued. Accordingly, issuance of the Exchange Notes
will not result in any change in our capitalization.
We did not receive any cash proceeds from the remarketing of the
Senior Notes and issuance of the Notes. Instead, the proceeds
from the remarketing were used as follows:
|
|
|
|
|
$138,218,421 of these proceeds were used to purchase the
agent-purchased treasury consideration, described below, which
agent-purchased treasury consideration was then substituted for
the Senior Notes that were held as part of the equity security
units and pledged to the collateral agent to secure the
obligations of the holders of the equity security units to
purchase our common shares under the purchase contracts on
November 16, 2005; and |
|
|
|
$345,554 of these proceeds, which is approximately 0.25% of the
total proceeds from the remarketing, was deducted and retained
by the Remarketing Agents as a remarketing fee. |
The agent-purchased treasury consideration consists of:
|
|
|
|
|
the value of such amount of U.S. treasury securities that
will pay, on or prior to November 16, 2005, an amount of
cash equal to the interest payment scheduled to be payable on
the Senior Notes on that date, assuming for this purpose, even
if not true, that the interest rate on the Senior Notes remains
at the initial rate; and |
|
|
|
the value of such amount of U.S. treasury securities that
will pay, on or prior to November 16, 2005, an amount of
cash equal to the principal amount of the Senior Notes. |
21
CAPITALIZATION
The following table sets forth our cash and cash equivalents and
our capitalization as of June 30, 2005 on an actual basis
and as adjusted to reflect the issuance by us of common shares
on September 22, 2005. This presentation should be read in
conjunction with our consolidated financial statements and
related notes included in this prospectus and included in our
Quarterly Report on Form 10-Q/A for the quarter ended
June 30, 2005 which is incorporated herein by reference. ($
in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2005 | |
|
|
| |
|
|
Actual | |
|
As Adjusted | |
|
|
| |
|
| |
Cash and cash equivalents
|
|
$ |
409.5 |
|
|
$ |
571.2 |
|
|
|
|
|
|
|
|
Debt obligations
|
|
|
|
|
|
|
|
|
|
|
Senior Notes due 2007(1)
|
|
|
137.5 |
|
|
|
137.5 |
|
|
|
|
|
|
|
|
|
|
Series A 7.50% Notes due 2017(2)
|
|
|
250.0 |
|
|
|
250.0 |
|
|
|
|
|
|
|
|
|
Total debt obligations
|
|
|
387.5 |
|
|
|
387.5 |
|
|
|
|
|
|
|
|
Common shares
|
|
|
.4 |
|
|
|
.5 |
|
Additional paid-in capital
|
|
|
921.3 |
|
|
|
1,082.9 |
|
Unearned share grant compensation
|
|
|
(2.2 |
) |
|
|
(2.2 |
) |
Accumulated other comprehensive income
|
|
|
10.6 |
|
|
|
10.6 |
|
Retained earnings
|
|
|
342.6 |
|
|
|
342.6 |
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
1,272.7 |
|
|
|
1,434.4 |
|
|
|
|
|
|
|
|
Total capitalization(3)
|
|
$ |
1,660.2 |
|
|
$ |
1,821.9 |
|
|
|
|
|
|
|
|
|
|
(1) |
Represents the Senior Notes which had formed a part of our
equity security units. On August 16, 2005, we completed the
remarketing of these Senior Notes, and the Notes no longer form
a part of our equity security units. These Notes are being
exchanged hereby for the Exchange Notes. |
|
(2) |
Represents the issuance by Platinum Finance of $250,000,000
aggregate principal amount of Series A 7.50% Notes
guaranteed by Platinum Holdings, which notes we have offered to
exchange for Series B 7.50% Notes. |
|
(3) |
Total capitalization is comprised of shareholders equity
and total debt. |
22
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA
The following table sets forth certain selected financial data
of the Company as of June 30, 2005 and for the six months
ended June 30, 2005 and 2004 and as of and for the years
ended December 31, 2004 and 2003 and for the period from
November 1, 2002 through December 31, 2002 (the
2002 Period) and as of December 31, 2002 and of
the reinsurance underwriting segment of St. Paul prior to the
Initial Public Offering (St. Paul Re) for the period
from January 1, 2002 through November 1, 2002 and for
the years ended December 31, 2001 and 2000. The data for
the Company as of June 30, 2005 and for the six months
ended June 30, 2005 and 2004 were derived from the
Companys unaudited condensed consolidated financial
statements. The data for the Company as of and for the years
ended December 31, 2004 and 2003 and the 2002 Period were
derived from the Companys audited consolidated financial
statements. The data for St. Paul Re for the period ended
November 1, 2002 and for the year ended December 31,
2001 were derived from the audited combined financial statements
of the reinsurance underwriting segment of St. Paul prior to the
Initial Public Offering (the Predecessor Business).
The data for the year ended December 31, 2000 were derived
from the selected historical combined financial statements of
the reinsurance underwriting segment of St. Paul. You should
read the selected financial data in conjunction with the
Companys unaudited condensed consolidated financial
statements as of June 30, 2005 and for the six months ended
June 30, 2005 and 2004 and the related
Managements Discussion and Analysis of Financial
Condition and Results of Operations included in this
prospectus and in our Quarterly Report on Form 10-Q/ A for
the six months ended June 30, 2005 which is incorporated
herein by reference, as well as the Companys audited
consolidated financial statements as of and for the years ended
December 31, 2004 and 2003 and the 2002 Period, and the
related Managements Discussion and Analysis of
Financial Condition and Results of Operations included in
this prospectus and in our Annual Report on Form 10-K/ A
for the year ended December 31, 2004 which is also
incorporated herein by reference.
The condensed consolidated financial statements as of and for
the six months ended June 30, 2005 and 2004 are unaudited
and include adjustments consisting of normal recurring items
that management considers necessary for a fair presentation
under U.S. GAAP. The results of operations for any interim
period are not necessarily indicative of results for the full
year.
The underwriting results and the audited historical combined
financial statements of the Predecessor Business are not
indicative of the actual results of the Company subsequent to
the Initial Public Offering.
In addition to the effect of the retention of certain
portions of the Predecessor Business by St. Paul and the
exclusion of the corporate aggregate excess-of-loss reinsurance
program of St. Paul, other factors may cause the actual results
of the Company to differ materially from the results of the
Predecessor Business.
23
FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance Underwriting | |
|
|
|
|
|
Segment Information of | |
|
|
Platinum | |
|
|
St. Paul (Predecessor) | |
|
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
Period from | |
|
|
|
|
Six Months Ended | |
|
Year Ended | |
|
|
|
|
January 1, | |
|
Years Ended | |
|
|
June 30, | |
|
December 31, | |
|
|
|
|
2002 through | |
|
December 31, | |
|
|
| |
|
| |
|
2002 | |
|
|
November 1, | |
|
| |
|
|
2005 | |
|
2004 | |
|
2004 | |
|
2003 | |
|
Period | |
|
|
2002 | |
|
2001 | |
|
2000 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
|
($ in millions, except per share amounts) | |
|
|
($ in millions, except per | |
|
|
|
|
|
share amounts) | |
Statement of income data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written
|
|
$ |
916.8 |
|
|
|
810.6 |
|
|
|
1,646.0 |
|
|
|
1,172.1 |
|
|
$ |
298.1 |
|
|
|
$ |
1,007 |
|
|
|
1,677 |
|
|
$ |
1,073 |
|
Net premiums earned
|
|
|
842.5 |
|
|
|
631.9 |
|
|
|
1,447.9 |
|
|
|
1,067.5 |
|
|
|
107.1 |
|
|
|
|
1,102 |
|
|
|
1,593 |
|
|
|
1,121 |
|
Net investment income
|
|
|
55.8 |
|
|
|
36.9 |
|
|
|
84.5 |
|
|
|
57.6 |
|
|
|
5.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and LAE
|
|
|
478.6 |
|
|
|
351.4 |
|
|
|
1,019.8 |
|
|
|
584.2 |
|
|
|
60.4 |
|
|
|
|
791 |
|
|
|
1,922 |
|
|
|
811 |
|
Underwriting expenses
|
|
|
232.3 |
|
|
|
182.5 |
|
|
|
381.0 |
|
|
|
320.7 |
|
|
|
37.6 |
|
|
|
|
319 |
|
|
|
397 |
|
|
|
424 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(8 |
) |
|
|
(726 |
) |
|
$ |
(114 |
) |
Net income
|
|
|
141.1 |
|
|
|
104.6 |
|
|
|
84.8 |
|
|
|
144.8 |
|
|
|
6.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
|
3.26 |
|
|
|
2.42 |
|
|
|
1.96 |
|
|
|
3.37 |
|
|
|
0.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
|
2.88 |
|
|
|
2.12 |
|
|
|
1.81 |
|
|
|
3.09 |
|
|
|
0.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per share
|
|
|
0.16 |
|
|
|
0.16 |
|
|
|
0.32 |
|
|
|
0.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments and cash
|
|
$ |
3,138.2 |
|
|
|
2,154.4 |
|
|
|
2,456.9 |
|
|
|
1,790.5 |
|
|
$ |
1,346.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums receivable
|
|
|
576.5 |
|
|
|
549.7 |
|
|
|
580.0 |
|
|
|
487.4 |
|
|
|
5.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
4,199.2 |
|
|
|
2,958.0 |
|
|
|
3,422.0 |
|
|
|
2,485.6 |
|
|
|
1,644.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unpaid losses and LAE
|
|
|
1,548.8 |
|
|
|
893.3 |
|
|
|
1,379.2 |
|
|
|
731.9 |
|
|
|
281.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unearned premiums
|
|
|
569.5 |
|
|
|
477.1 |
|
|
|
499.5 |
|
|
|
299.9 |
|
|
|
191.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt obligations
|
|
|
387.5 |
|
|
|
137.5 |
|
|
|
137.5 |
|
|
|
137.5 |
|
|
|
137.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity
|
|
|
1,272.7 |
|
|
|
1,137.7 |
|
|
|
1,133.0 |
|
|
|
1,067.2 |
|
|
|
921.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value per share
|
|
$ |
29.32 |
|
|
|
26.29 |
|
|
|
26.30 |
|
|
|
24.79 |
|
|
$ |
21.42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed
charges for the six month period ended June 30, 2005, the
years ended December 31, 2004 and 2003 and the 2002 Period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period Ended | |
|
|
Period Ended | |
|
December 31, | |
|
|
June 30, | |
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
2002(1) | |
|
|
| |
|
| |
|
| |
|
| |
Ratio of Earnings to Fixed Charges
|
|
|
27.9 |
|
|
|
13.4 |
|
|
|
21.4 |
|
|
|
8.7 |
|
|
|
(1) |
In 2002, we only had two months of operations following our
Initial Public Offering on November 1, 2002. |
For purposes of computing these ratios, earnings
consists of income before income taxes. Fixed
charges consists of interest expense and amortization of
capitalized debt expenses.
We did not have any preferred shares outstanding during any of
the periods shown and accordingly our ratio of earnings to fixed
charges and preferred share dividend requirements would be the
same as the ratios shown above.
25
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in
conjunction with the Companys consolidated financial
statements and the related notes included on pages F-1 through
F-40 and Q-1 through Q-23 of this prospectus. The Companys
consolidated financial statements have been prepared in
accordance with U.S. GAAP. The discussion and analysis
below contain forward-looking statements that involve risks and
uncertainties that are not historical facts, including
statements about the Companys beliefs and expectations.
Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of
various factors, including those discussed below and elsewhere
in this prospectus, particularly under the headings Risk
Factors and Forward-Looking Statements.
Overview
Platinum Holdings is a Bermuda holding company organized in
2002. Platinum Holdings and its subsidiaries operate through
three licensed reinsurance subsidiaries: Platinum US,
Platinum UK and Platinum Bermuda. The Company provides property
and marine, casualty and finite risk reinsurance coverages,
through reinsurance intermediaries, to a diverse clientele of
insurers and select reinsurers on a worldwide basis.
In November 2002, Platinum Holdings completed the Initial Public
Offering. Concurrent with the Initial Public Offering, Platinum
Holdings sold 6,000,000 common shares to The St. Paul
Travelers Companies, Inc., formerly The St. Paul Companies,
Inc. (St. Paul), and 3,960,000 common shares to
RenaissanceRe Holdings Ltd. (RenaissanceRe) in
private placements. St. Paul sold its 6,000,000 common
shares in June 2004. As part of the Initial Public Offering,
St. Paul and RenaissanceRe received options to purchase up
to 6,000,000 and 2,500,000 of additional common shares,
respectively, at any time during the ten years following the
Initial Public Offering at a price of $27.00 per share.
Both St. Paul and RenaissanceRe have amended their options
to provide that in lieu of paying $27.00 per share, any
option exercise will be settled on a net share basis, which will
result in Platinum Holdings issuing a number of common shares
equal to the excess of the market price per share, determined in
accordance with the amendments, over $27.00 less the par value
per share multiplied by the number of common shares issuable
upon exercise of the option divided by that market price per
share. Also, concurrent with the transactions in November 2002,
the Company and St. Paul entered into several agreements
for the transfer of continuing reinsurance business and certain
related assets of St. Paul. Among these agreements were
quota share retrocession agreements effective November 2,
2002 under which the Company assumed from St. Paul unpaid
losses and loss adjustment expenses (LAE), unearned
premiums and certain other liabilities on reinsurance contracts
becoming effective in 2002 (the Quota Share Retrocession
Agreements). In addition to these transactions, the
Company issued equity security units (which we refer to as the
ESUs), consisting of a contract to purchase common shares in
2005 and an ownership interest in a 5.25% Senior Guaranteed
Note due 2007 of Platinum Finance. On August 16, 2005, the
Company completed the successful remarketing of the
5.25% Senior Guaranteed Notes due 2007 (which we refer to
as the Senior Notes) through a private offering. Interest was
reset to a rate of 6.371% per annum on the Senior Notes
(which we refer to as the Notes), will accrue from
August 16, 2005 and will be payable semi-annually in
arrears commencing November 16, 2005. The Notes, issued by
Platinum Finance and unconditionally guaranteed by Platinum
Holdings, no longer form a part of the ESUs. The Notes are being
exchanged for Exchange Notes through a registration statement,
of which this prospectus forms a part.
In addition, Platinum Finance issued $250,000,000 aggregate
principal amount of the Series A 7.50% Notes due
June 1, 2017 issued by Platinum Finance and unconditionally
guaranteed by Platinum Holdings in May 2005 (which we refer to
as the Series A 7.50% Notes). The proceeds of the
Series A 7.50% Notes were used primarily to increase
the capital of Platinum Bermuda and Platinum US. On
September 27, 2005, we commenced an exchange offer through
which we are offering to exchange the Series A
7.50% Notes for an equal amount of Series B
7.50% Notes due June 1, 2017 issued by Platinum
Finance and unconditionally guaranteed by Platinum Holdings
which have been registered under the Securities Act (which we
refer to as the Series B 7.50% Notes) pursuant to a
separate prospectus. We
26
refer to the Series A 7.50% Notes and the
Series B 7.50% Notes collectively as the
7.50% Notes. The exchange offer will remain open through
October 28, 2005.
The Company writes property and casualty reinsurance. Property
reinsurance protects a ceding company against financial loss
arising out of damage to property or loss of its use caused by
an insured peril. Examples of property reinsurance are property
catastrophe and property per-risk coverages. Property
catastrophe reinsurance protects a ceding company against losses
arising out of multiple claims for a single event while property
per-risk reinsurance protects a ceding company against loss
arising out of a single claim for a single event. Casualty
reinsurance protects a ceding company against financial loss
arising out of the obligation to others for loss or damage to
persons or property. Examples of casualty reinsurance are
reinsurance treaties that cover umbrella liability, general and
product liability, professional liability, directors and
officers liability, workers compensation, casualty clash,
automobile liability, surety and trade credit. Casualty
reinsurance also includes accident and health reinsurance
treaties, which are predominantly reinsurance of health
insurance products.
Critical Accounting Policies
It is important to understand the Companys accounting
policies in order to understand its financial position and
results of operations. Management considers certain of these
policies to be critical to the presentation of the financial
results since they require management to make estimates and
assumptions. These estimates and assumptions affect the reported
amounts of assets, liabilities, revenues, expenses, and related
disclosures at the financial reporting date and throughout the
relevant periods. Certain of the estimates and assumptions
result from judgments that can be subjective and complex, and
consequently actual results may differ from these estimates. The
Companys most critical accounting policies involve written
and unearned premium, unpaid losses and LAE, reinsurance,
investments, income tax expense and share-based compensation.
The critical accounting policies presented herein are discussed
in more detail in the notes to the consolidated financial
statements beginning at page F-7 herein.
Premiums
Assumed reinsurance premiums are recognized as revenues when
premiums become earned proportionately over the coverage period.
Net premiums earned are recorded in the statement of income, net
of the cost of retrocession. Net premiums written not yet
recognized as revenue are recorded on the balance sheet as
unearned premiums, gross of any ceded unearned premiums.
Due to the nature of reinsurance, ceding companies routinely
report and remit premiums subsequent to the contract coverage
period. Consequently, reinsurance premiums written include
amounts reported by the ceding companies, supplemented by
estimates of premiums that are written but not reported
(WBNR). In addition to estimating WBNR, the Company
estimates the portion of premiums earned but not reported
(EBNR). The Company also estimates the expenses
associated with these premiums in the form of losses, LAE and
commissions. The time lag involved in the process of reporting
premiums is shorter than the lag in reporting losses. Premiums
are generally reported within two years. The net impact on the
results of operations of changes in estimated premiums is
reduced by the losses and acquisition expenses related to such
premiums. When estimating premiums written and earned, each of
the Companys reinsurance subsidiaries segregates business
into classes by type of coverage and type of contract
(approximately 80 classes). Within each class, business is
further segregated by the year in which the contract incepted
(the underwriting year), starting with 2002.
Estimates of WBNR and EBNR are made for each class and
underwriting year. Premiums are estimated based on ceding
company estimates and the Companys own judgment after
considering factors such as the ceding companys historical
premium versus projected premium, the ceding companys
history of providing accurate estimates, anticipated changes in
the marketplace and the ceding companys competitive
position therein, reported premiums to date and the anticipated
impact of proposed underwriting changes. The appropriateness of
the premium estimates is evaluated in light of the actual
premium reported by the ceding companies and any adjustments to
these estimates are accounted for as changes in estimates and
are reflected in results of operations in the period in which
they are made. The initial estimates of premiums derived by the
27
Companys underwriting function in respect of the six
months ending June 30, 2005 were reviewed based upon the
foregoing considerations. The cumulative impact of this review
was to reduce the estimate by approximately $49 million or
8.5% of reinsurance premiums receivable at the six months ending
June 30, 2005. At June 30, 2005, the Company recorded
reinsurance premiums receivable of $576,457,000. As an
illustration, the Company had one contract which, at
June 30, 2005, represented approximately $43 million
of its total reinsurance receivable. With respect to that
contract, the Company reduced reinsurance receivable by
approximately $5 million because it did not expect the
ceding company to meet its production estimates or to achieve
its estimated rate increases. The Company believes that it
reasonably could have made an adjustment of between $0 and
$5 million with respect to that contract at June 30,
2005. Had it made a $0 adjustment, the reinsurance
receivable for that contract at June 30, 2005 would have
been $48 million. It made the $5 million adjustment,
resulting in reinsurance receivable for that contract of
$43 million. While an adjustment of greater than
$5 million is possible with respect to that contract, the
Company does not consider such circumstance to be reasonably
likely. Reinsurance receivable under a particular contract can
vary significantly from estimates derived from the
Companys underwriting function depending upon its
assessment of the production and rate changes likely to be
achieved by the ceding company. Due to the time lag inherent in
the reporting of premiums by ceding companies, a significant
portion of amounts included as premiums written and premiums
earned represents estimated premiums and are not currently due
based on the terms of the underlying contracts. Earned premiums,
including EBNR, are a measure of exposure to losses, LAE and
acquisition expenses. Consequently, when previous estimates of
premiums earned are increased or decreased, the related
provisions for losses and LAE and acquisition costs previously
recorded are also increased or decreased.
Certain of the Companys reinsurance contracts include
provisions that adjust premiums or acquisition expenses based
upon the loss experience under the contracts. Reinstatement
premiums and additional premiums are recognized in accordance
with the provisions of assumed reinsurance contracts, based on
loss experience under such contracts. Reinstatement premiums are
the premiums charged for the restoration of the reinsurance
limit of a reinsurance contract to its full amount, generally
coinciding with the payment by the reinsurer of losses. These
premiums relate to the future coverage obtained for the
remainder of the initial policy term and are earned over the
remaining policy term. Additional premiums are those premiums
triggered by losses and not related to reinstatement of limits
and are earned immediately. An allowance for uncollectible
premiums is established for possible non-payment of such amounts
due, as deemed necessary. At June 30, 2005, no such
allowance was made, based on the Companys historical
experience, the general profile of its ceding companies and its
ability in most cases to contractually offset these premium
receivables with losses and loss adjustment expenses or other
amounts payable to the same parties.
Unpaid Losses and LAE
The most significant judgment made by management in the
preparation of financial statements is the estimation of unpaid
losses and LAE, also referred to as loss reserves.
These liabilities are balance sheet estimates of future amounts
required to pay losses and LAE for reinsured claims that have
occurred at or before the balance sheet date. Every quarter, the
Companys actuaries prepare estimates of the loss reserves
based on established actuarial techniques. Because the ultimate
amount of unpaid losses and LAE is uncertain, we believe that
quantitative techniques to estimate these amounts are enhanced
by professional and managerial judgment. The Companys
management reviews these estimates and determines its best
estimate of the liabilities to record in the Companys
financial statements.
Unpaid losses and LAE include estimates of the cost of claims
that were reported but not yet paid (case reserves)
and the cost of claims that were incurred but not reported
(IBNR). Case reserves are usually based upon claim
reports received from ceding companies. The information the
Company receives varies by ceding company and may include paid
losses, estimated case reserves, and an estimated provision for
IBNR reserves. Case reserves may be increased or reduced by the
Companys claims personnel based on receipt of additional
information, including information received from ceding
companies. IBNR is based on actuarial methods including the loss
ratio method, the Bornhuetter-Ferguson method and the chain
28
ladder method. IBNR related to a specific event may be based on
the Companys estimated exposure to an industry loss and
may include the use of catastrophe modeling software.
When estimating unpaid losses and LAE, each of the
Companys reinsurance subsidiaries segregates business into
classes by type of coverage and type of contract (approximately
80 classes). Within each class the business is further
segregated by the year in which the contract incepted
(underwriting year), starting with 2002.
The gross liabilities recorded on the Companys balance
sheet as of June 30, 2005 for unpaid losses and LAE were
$1,559,092,000. The following table sets forth a breakdown
between case reserves and IBNR by segment at June 30, 2005
($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property | |
|
|
|
|
|
|
|
|
and Marine | |
|
Casualty | |
|
Finite Risk | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
Case reserves
|
|
$ |
130,185 |
|
|
|
120,536 |
|
|
|
26,449 |
|
|
$ |
277,170 |
|
IBNR
|
|
|
228,944 |
|
|
|
794,253 |
|
|
|
258,725 |
|
|
|
1,281,922 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total unpaid losses and LAE
|
|
$ |
359,129 |
|
|
|
914,789 |
|
|
|
285,174 |
|
|
$ |
1,559,092 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Generally, initial actuarial estimates of IBNR not related to a
specific event are based on the loss ratio method applied to
each underwriting year for each class of business. Actual paid
losses and case reserves (reported losses) are
subtracted from expected ultimate losses to determine IBNR. The
initial expected ultimate losses involve management judgment and
are based on: (i) contract by contract expected loss ratios
derived from the Companys pricing process, and
(ii) historical loss ratios of the Company and of the
reinsurance underwriting segment of St. Paul (St. Paul
Re) prior to the Initial Public Offering adjusted for rate
changes and trends. These judgments will take into account
managements view of past, current and future:
(i) market conditions, (ii) changes in the business
underwritten, (iii) changes in timing of the emergence of
claims and (iv) other factors that may influence expected
ultimate losses.
Over time, as a greater number of claims are reported, actuarial
estimates of IBNR are based on the Bornhuetter-Ferguson and the
chain ladder techniques. The Bornhuetter-Ferguson technique
utilizes actual reported losses and expected patterns of
reported losses, taking the initial expected ultimate losses
into account to determine an estimate of expected ultimate
losses. This technique is most appropriate when there are few
reported claims and a relatively less stable pattern of reported
losses. The chain ladder technique utilizes actual reported
losses and expected patterns of reported losses to determine an
estimate of expected ultimate losses that is independent of the
initial expected ultimate losses. This technique is most
appropriate when there are a large number of reported losses
with significant statistical credibility and a relatively stable
pattern of reported losses. Multiple point estimates using a
variety of actuarial techniques are calculated for many, but not
all, of the Companys 80 classes of coverage for each
underwriting year. The Company does not believe that these
multiple point estimates are or should be considered a range.
The Companys actuaries look at each class and determine
the most appropriate point estimate based on the characteristics
of the particular class and other relevant factors such as
historical ultimate loss ratios, the presence of individual
large losses, and known occurrences that have not yet resulted
in reported losses. For some classes of business the
Companys actuaries believe that a review of individual
contract information improves the loss reserve estimate. For
example, individual contract review is particularly important
for the Finite Risk segment and the Accident and Health class
within the Casualty segment. Once the actuaries make their
determinations of the most appropriate point estimate for each
class, this information is aggregated and presented to executive
management for review and approval. At June 30, 2005 the
liability for unpaid losses and LAE that the Company recorded
reflected the point estimates of IBNR prepared by the
Companys actuaries.
Generally, North American casualty excess business has the
longest pattern of reported losses and therefore the greatest
uncertainty. IBNR for these classes at June 30, 2005 was
$575 million which was 45% of the total IBNR for the
Company at that date. Because North American casualty excess
business has the greatest uncertainty, the Company would not
consider a variance of five percentage points from the
29
initial expected loss ratio to be unusual. As an example, a
change in the initial expected loss ratio from 65% to 70% would
result in an increase of the IBNR for these classes by
$48 million. This equates to approximately 7% of the
liability for total unpaid losses and LAE for these classes at
June 30, 2005. As another example, if the estimated pattern
of reported losses was accelerated by 5% the IBNR for these
classes would decrease by $3 million which is less than 1%.
Because the Company believes the two most important inputs to
the reserve estimation methodologies described above are the
initial expected loss ratio and the estimated pattern of
reported losses, the Company has selected these two inputs as
the basis for the sensitivity analyses in this paragraph.
The pattern of reported losses is determined utilizing actuarial
analysis, including managements judgment, and is based on
historical patterns of the recording of paid losses and case
reserves to the Company, as well as industry patterns.
Information that may cause historical patterns to differ from
future patterns is considered and reflected in expected patterns
as appropriate. For property and health coverages these patterns
indicate that a substantial portion of the ultimate losses are
reported within 2 to 3 years after the contract is
effective. Casualty patterns can vary from 3 years to over
20 years depending on the type of business.
While the Company commenced operations in 2002, the business
written is sufficiently similar to the historical business of
St. Paul Re that the Company uses the historical loss experience
of this business to estimate its initial expected ultimate
losses and its expected patterns of reported losses. These
patterns can span more than a decade and, given its own limited
history, the availability of the St. Paul Re data is a valuable
asset to the Company.
The Company does not establish liabilities until the occurrence
of an event that may give rise to a loss. When an event of
sufficient magnitude occurs, the Company may establish a
specific IBNR reserve. Generally, this involves a catastrophe
occurrence that affects many ceding companies. Ultimate losses
and LAE are based on managements judgment that reflects
estimates gathered from ceding companies, estimates of insurance
industry losses gathered from public sources and estimates from
catastrophe modeling software.
Estimated amounts recoverable from retrocessionaires on unpaid
losses and LAE are determined based on the Companys
estimate of ultimate losses and LAE and the terms and conditions
of its retrocessional contracts. These amounts are reflected as
assets.
Unpaid losses and LAE represent managements best
estimates, at a given point in time, of the ultimate settlement
and administration costs of claims incurred, and it is possible
that the ultimate liability may materially differ from such
estimates. Such estimates are not precise due to the fact that,
among other things, they are based on predictions of future
developments and estimates of future trends in claim severity
and frequency and other factors. Because of the degree of
reliance that the Company necessarily places on ceding companies
for claims reporting, the associated time lag, the low
frequency/high severity nature of some of the business that the
Company underwrites and the varying reserving practices among
ceding companies, the Companys reserve estimates are
highly dependent on management judgment and are therefore
uncertain.
In property classes, there can be additional uncertainty in loss
estimation related to large catastrophe events. With wind
events, such as hurricanes, the damage assessment process may
take more than a year. The cost of rebuilding is subject to
increase due to supply shortages for construction materials and
labor. In the case of earthquakes, the damage assessment process
may take several years as buildings are discovered to have
structural weaknesses not initially detected. The uncertainty
inherent in loss estimation is particularly pronounced for
casualty coverages, such as umbrella liability, general and
product liability, professional liability, directors and
officers liability and automobile liability, where information,
such as required medical treatment and costs for bodily injury
claims, only emerges over time. In the overall loss reserving
process, provisions for economic inflation and changes in the
social and legal environment are considered.
30
Loss reserve calculations for direct insurance business are not
precise in that they deal with the inherent uncertainty of
future developments. Primary insurers must estimate their own
losses, often based on incomplete and changing information.
Reserving for reinsurance business introduces further
uncertainties compared with reserving for direct insurance
business. The uncertainty in the reserving process for
reinsurers is due, in part, to the time lags inherent in
reporting from the original claimant to the primary insurer to
the reinsurer. As predominantly a broker market reinsurer for
both excess-of-loss and proportional contracts, the Company is
subject to a potential additional time lag in the receipt of
information as the primary insurer reports to the broker who in
turn reports to the Company.
Since the Company relies on information regarding paid losses,
case reserves, and IBNR reserves provided by ceding companies in
order to assist the Company in estimating its own liability for
unpaid losses and LAE, the Company maintains certain procedures
in order to help determine the completeness and accuracy of such
information. Periodically, management assesses the reporting
activities of these companies on the basis of qualitative and
quantitative criteria. In addition to managing reported claims
and conferring with ceding companies on claims matters, the
Companys claims personnel conduct periodic audits of
specific claims and the overall claims procedures of its ceding
companies at their offices. The Company relies on its ability to
effectively monitor the claims handling and claims reserving
practices of ceding companies in order to establish the proper
reinsurance premium for reinsurance agreements and to establish
proper loss reserves. Disputes with ceding companies have been
rare and generally have been resolved through negotiation.
Estimates of unpaid losses and LAE are periodically re-estimated
and adjusted as new information becomes available. Any such
adjustments are accounted for as changes in estimates and are
reflected in results of operations in the period in which they
are made.
As of June 30, 2005, the Company did not have any
significant back-log related to its processing of assumed
reinsurance information.
Reinsurance
Premiums written, premiums earned and losses and LAE reflect the
net effects of assumed and ceded reinsurance transactions.
Reinsurance accounting is followed for assumed and ceded
transactions when risk transfer requirements have been met.
Evaluating risk transfer involves significant assumptions
relating to the amount and timing of expected cash flows, as
well as the interpretation of underlying contract terms.
Reinsurance contracts that do not transfer significant insurance
risk are generally accounted for as reinsurance deposit
liabilities with interest expense charged to other income and
credited to the liability.
Investments
In accordance with our investment guidelines, our investments
consist largely of high-grade marketable fixed income
securities. Fixed maturities owned that the Company may not have
the positive intent to hold until maturity are classified as
available-for-sale and reported at fair value, with unrealized
gains and losses excluded from net income and reported in other
comprehensive income as a separate component of
shareholders equity, net of deferred taxes. Fixed
maturities owned that the Company has the intent to sell prior
to maturity are classified as trading securities and reported at
fair value, with unrealized gains and losses included in other
income. Securities classified as trading securities are
generally denominated in foreign currencies and intended to
match foreign net liabilities denominated in foreign currencies
in order to minimize net exposures arising from fluctuations in
foreign currency exchange rates. Realized gains and losses on
sales of investments are determined on a specific identification
basis. Investment income is recorded when earned and includes
the amortization of premiums and discounts on investments.
The Company believes it has the ability to hold any specific
security to maturity. This is based on current and anticipated
future positive cash flow from operations that generates
sufficient liquidity in order to meet our obligations. However,
in the course of managing investment credit risk, asset
liability duration or other aspects of the investment portfolio,
the Company may decide to sell any specific security. The
31
Company routinely reviews its available-for-sale investments to
determine whether unrealized losses represent temporary changes
in fair value or are the result of other-than-temporary
impairments. The process of determining whether a security
is other than temporarily impaired is subjective and involves
analyzing many factors. These factors include, but are not
limited to, the length and magnitude of an unrealized loss,
specific credit events, the overall financial condition of the
issuer, and the Companys intent to hold a security for a
sufficient period of time for the value to recover the
unrealized loss. If the Company has determined that an
unrealized loss on a security is other than temporary, the
Company writes down the carrying value of the security to its
current fair value and records a realized loss in the statement
of income.
Income Tax Expense
Platinum Holdings and Platinum Bermuda are organized in Bermuda.
Under current Bermuda law, they are not taxed on any Bermuda
income or capital gains and they have received an assurance that
if any legislation is enacted in Bermuda that would impose tax
computed on profits or income, or computed on any capital asset,
gain or appreciation, or any tax in the nature of estate duty or
inheritance tax, then the imposition of any such tax will not be
applicable to Platinum Holdings or Platinum Bermuda or any of
their respective operations, shares, debentures or other
obligations until March 28, 2016. The Company also has
subsidiaries in the United States, United Kingdom and Ireland
that are subject to the tax laws thereof.
The Company applies the asset and liability method of accounting
for income taxes. Under the asset and liability method, deferred
tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates applicable to
taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is
recognized in income in the period the change is enacted. A
valuation allowance is established for deferred tax assets where
it is more likely than not that future tax benefits will not be
realized.
Share-Based Compensation
Effective January 1, 2003, the Company adopted Statement of
Financial Accounting Standards No. 123 Accounting for
Awards of Stock Based Compensation to Employees
(SFAS 123) and Statement of Financial
Accounting Standards No. 148 Accounting for
Stock-Based Compensation-Transition and Disclosure
(SFAS 148). SFAS 123 requires that the
fair value of shares granted under the Companys share
option plan subsequent to adoption of SFAS 148 be amortized
in earnings over the vesting periods. The fair value of the
share options granted is determined through the use of an
option-pricing model. SFAS 148 amends SFAS 123 and
provides transition guidance for a voluntary adoption of
FAS 123 as well as amends the disclosure requirements of
SFAS 123. For the period from November 1, 2002 through
December 31, 2002, the Company used the intrinsic value
method of accounting for stock-based awards granted to employees
established by Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees
(APB 25). Under APB 25, if the exercise
price of the Companys employee share options is equal to
or greater than the fair market value of the underlying shares
on the date of the grant, no compensation expense is recorded.
For share options granted in 2002, the Company continues to use
APB 25.
In December 2004, the Financial Accounting Standards Board
issued the Statement of Financial Accounting Standards
No. 123R Share Based Payment
(SFAS 123R). SFAS 123R establishes
standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods or services and for
transactions in which an entity obtains employee services in
share-based payment transactions. SFAS 123R requires that,
prospectively, compensation costs be recognized for the fair
value of all share options over the remaining vesting period,
including the cost related to the unvested portion of all
outstanding share options as of December 31, 2004. The
share-based compensation expense for share
32
options currently outstanding are to be based on the same cost
model used to calculate the pro forma disclosures under
SFAS 123.
On April 14, 2005, the SEC adopted a new rule that allows
SEC registrants to implement SFAS 123R as of
January 1, 2006. The SECs new rule does not change
the accounting required by SFAS 123R; it delays the date
for compliance with the standard. Previously under
SFAS 123R, the Company would have been required to
implement the standard as of July 1, 2005. Consequently,
the Companys consolidated financial statements filed with
the SEC do not need to comply with SFAS 123R until
January 1, 2006. The Company plans to adopt the provisions
of the SFAS 123R in the first quarter of 2006.
Reinsurance Industry Conditions and Trends
The reinsurance industry historically has been cyclical,
characterized by periods of price competition due to excessive
underwriting capacity as well as periods of favorable pricing
due to shortages of underwriting capacity. Cyclical trends in
the industry and the industrys profitability can also be
affected significantly by volatile developments, including
natural and other disasters, such as hurricanes, windstorms,
earthquakes, floods, fires, explosions and other catastrophic
events, including terrorist attacks, the frequency and severity
of which are inherently difficult to predict. Property and
casualty reinsurance rates often rise in the aftermath of
significant catastrophe losses. As liabilities are established
to cover expected claims, the industrys capacity to write
new business diminishes. The industry is also affected by
changes in the propensity of courts to expand insurance coverage
and grant large liability awards, as well as by fluctuations in
interest rates, inflation and other changes in the economic
environment that affect market prices of investments.
Results of Operations
Platinum Holdings was organized on April 19, 2002 under the
laws of Bermuda to hold subsidiaries that provide property and
casualty reinsurance to insurers and reinsurers on a worldwide
basis and, in November 2002, completed the Initial Public
Offering and assumed certain rights and obligations of the
reinsurance business from St. Paul. Consequently, the 2002
consolidated statements of income and comprehensive income,
shareholders equity and cash flows include all activity
from incorporation on April 19, 2002 through
December 31, 2002. The underwriting operations, as well as
substantially all other operations of the Company commenced in
November 2002. Generally, the 2002 results of operations reflect
the period from November 1, 2002 through December 31,
2002 (the 2002 Period) and are not comparable to the
results of operations for the years ended December 31, 2004
and 2003.
|
|
|
Three Months Ended June 30, 2005 as Compared with the
Three Months Ended June 30, 2004 |
Net income for the three months ended June 30, 2005 and
2004 was as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Net income
|
|
$ |
67,985 |
|
|
|
49,799 |
|
|
$ |
18,186 |
|
The increase in net income in 2005 as compared with 2004 is
attributable to an increase in underwriting income of
$24,484,000 and an increase in investment income of $9,527,000,
partially offset by an increase in operating expenses of
$4,218,000 and an increase in income tax expense of $14,971,000.
Underwriting income includes net favorable development of
$15,157,000 and $9,210,000 in 2005 and 2004, respectively. Net
favorable development includes the development of prior years
unpaid losses and LAE and the related impact on premiums and
profit commissions.
33
Net premiums written and net premiums earned for the three
months ended June 30, 2005 and 2004 were as follows
($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Net premiums written
|
|
$ |
422,959 |
|
|
|
330,527 |
|
|
$ |
92,432 |
|
Net premiums earned
|
|
$ |
431,470 |
|
|
|
310,867 |
|
|
$ |
120,603 |
|
The increase in net premiums written in 2005 is attributable to
growth in both the Property and Marine and Casualty segments,
partially offset by a decline in the Finite segment. The
increase in net premium earned is related to the growth in
current and prior periods net premiums written in the
Property and Marine and Casualty segments and is also affected
by changes in the mix of business and the structure of the
underlying reinsurance contracts.
Net investment income for the three months ended June 30,
2005 and 2004 was $28,904,000 and $19,377,000, respectively. Net
investment income increased in 2005 primarily due to increased
invested assets. The increase in invested assets is attributable
to positive cash flow from operations in 2005 and 2004 and the
proceeds from the Notes. Net investment income includes interest
earned on funds held of $3,183,000 and $178,000 in 2005 and
2004, respectively. Net realized losses on investments were
$555,000 and $1,279,000 for the three months ended June 30,
2005 and 2004, respectively. Net realized losses on investments
in 2005 include a provision of $769,000 for the permanent
impairment of an investment in Inter-Ocean, Ltd., a non-public
reinsurance company, included in other invested asset. Exclusive
of this provision, net realized gains and losses on investments
were the result of the Companys efforts to manage the
credit quality and duration of the investment portfolio.
Other income for the three months ended June 30, 2005 and
2004 was $588,000 and $605,000, respectively. Other income is
comprised primarily of changes in fair value of fixed maturities
classified as trading, net earnings or expense on several
reinsurance contracts in the Finite Risk segment that are
accounted for as deposits and interest expense or other charges
related to funds withheld. Other income for the three months
ended June 30, 2005 includes $865,000 of net unrealized
gains relating to fixed maturities classified as trading,
$225,000 of net income on reinsurance contracts accounted for as
deposits and $502,000 of interest expense related to funds
withheld. Other income for the three months ended June 30,
2004 includes $727,000 of net unrealized losses relating to
fixed maturities classified as trading, $162,000 of net income
on reinsurance contracts accounted for as deposits and a gain of
$1,000,000 on the sale of assets.
Net foreign currency exchange losses for the three months ended
June 30, 2005 and 2004 were $160,000 and $1,168,000,
respectively. The Company routinely does business in various
foreign currencies. Foreign currency exchange gains and losses
result from the re-valuation into U.S. dollars of assets
and liabilities denominated in foreign currencies. The Company
periodically monitors its largest foreign currency exposures and
purchases or sells foreign currency denominated invested assets
to match these exposures. Net foreign currency exchange gains
and losses arise as a result of fluctuations in the amounts of
assets and liabilities denominated in foreign currencies as well
as fluctuations in the currency exchange rates.
Losses and LAE and the resulting loss ratios for the three
months ended June 30, 2005 and 2004 were as follows ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase | |
|
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
Losses and LAE
|
|
$ |
240,852 |
|
|
|
189,466 |
|
|
$ |
51,386 |
|
Losses and LAE ratios
|
|
|
55.8 |
% |
|
|
60.9 |
% |
|
|
(5.1) points |
|
The increase in losses and LAE in 2005 as compared with 2004 is
due primarily to the increased net premiums earned. The loss and
LAE ratio decreased in 2005 as compared with 2004 due primarily
to more favorable loss development in 2005 than in 2004 in all
segments. Losses and LAE included net
34
favorable loss development of approximately $17,256,000
representing 4.0% of net premiums earned in 2005 and
approximately $3,029,000 representing 1.0% of net premiums
earned in 2004.
Acquisition expenses and resulting acquisition expense ratios
for the three months ended June 30, 2005 and 2004 were as
follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Acquisition expenses
|
|
$ |
103,928 |
|
|
|
62,694 |
|
|
$ |
41,234 |
|
Acquisition expense ratios
|
|
|
24.1 |
% |
|
|
20.2 |
% |
|
|
3.9 points |
|
The increase in acquisition expenses is due primarily to the
increase in net premiums earned in 2005 as compared with 2004 as
well as shifts in the mix of business. As the result of loss
experience from prior years, profit commissions were increased
in 2005, primarily in the Property and Marine segment, and
decreased in 2004, primarily in the Finite Risk segment. Profit
commission increases in 2005 related to prior years were
approximately $3,293,000, representing 0.8% of net premiums
earned and profit commission reductions in 2004 related to prior
years were approximately $6,181,000, representing 2.0% of net
premiums earned. Exclusive of profit commissions, the increase
in the acquisition expense ratio in 2005 as compared with 2004
is primarily due to shifts in the mixes of business in the
Property and Marine segment toward proportional business and in
the Finite Risk segment toward proportional casualty business
that generally has higher acquisition costs.
Operating expenses for the three months ended June 30, 2005
and 2004 were $23,480,000 and $19,262,000, respectively.
Operating expenses include costs such as salaries, rent and like
items related to reinsurance operations as well as costs
associated with Platinum Holdings. Operating expenses in 2005
increased as compared with 2004 primarily due to increased
salaries and benefits, increased regulatory compliance costs and
an increase in incentive-based compensation in 2005 as compared
with 2004 due to increased net income. Regulatory compliance
costs were higher in 2005 than in 2004 as the majority of such
costs in 2004 were incurred in the third and fourth quarters of
2004.
Interest expense for the three months ended June 30, 2005
and 2004 was $4,174,000 and $2,324,000, respectively and
includes interest on the ESUs as well as the Series A 7.50%
Notes. The increase in 2005 as compared with 2004 is due to
interest on the Series A 7.50% Notes issued in May
2005.
Income tax expense and the effective income tax rate for the
three months ended June 30, 2005 and 2004 were as follows
($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Income tax expense
|
|
$ |
19,828 |
|
|
|
4,857 |
|
|
$ |
14,971 |
|
Effective income tax rates
|
|
|
22.6 |
% |
|
|
8.9 |
% |
|
|
13.7 points |
|
The increase in income tax expense in 2005 as compared with 2004
is due, in part, to the increase in income before income tax
expense. An increasing percentage of the Companys income
before income taxes is generated by Platinum Bermuda, which is
not subject to corporate income tax. However, the Company
incurred approximately $9,150,000 of income taxes associated
with the transfer from Platinum Finance to Platinum Holdings of
$183,350,000 in proceeds from the sale of the Series A
7.50% Notes. This transaction is deemed to be a taxable
distribution under U.S. tax law and subject to
U.S. withholding tax. The effective tax rate in 2004 was
favorably affected by a reduction in the estimated annual
effective tax rate.
|
|
|
Six Months Ended June 30, 2005 as Compared with the
Six Months Ended June 30, 2004 |
Net income for the six months ended June 30, 2005 and 2004
was as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Net income
|
|
$ |
141,073 |
|
|
|
104,613 |
|
|
$ |
36,460 |
|
The 34.9% increase in net income in 2005 as compared with 2004
is principally attributable to the increase in underwriting
income of $33,622,000 and an increase in investment income of
$18,948,000,
35
offset by an increase in operating expenses of $5,452,000 and
income tax expense of $11,347,000. Underwriting income in 2005
as compared with 2004 was impacted by more favorable net
development in 2005. Net favorable development was $35,633,000
and $23,547,000 in 2005 and 2004, respectively. Net favorable
development includes the development of prior years unpaid
losses and LAE and the related impact on premiums and profit
commissions.
Net premiums written and net premiums earned for the six months
ended June 30, 2005 and 2004 were as follows ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Net premiums written
|
|
$ |
916,758 |
|
|
|
810,633 |
|
|
$ |
106,125 |
|
Net premiums earned
|
|
$ |
842,510 |
|
|
|
631,909 |
|
|
$ |
210,601 |
|
The increase in net premiums written in 2005 as compared with
2004 is primarily attributable to growth in the Property and
Marine and Casualty segments. The increase in net premiums
earned is related to the growth in current and prior
periods net premiums written and is affected by changes in
the mix of business and the structure of the underlying
reinsurance contracts.
Net investment income for the six months ended June 30,
2005 and 2004 was $55,809,000 and $36,861,000, respectively. Net
investment income increased during 2005 primarily due to
increased invested assets. The increase in invested assets is
attributable to positive cash flow from operations in 2005 and
2004 and the proceeds from the Notes. Net cash flow from
operations, excluding trading securities activities, was
$372,073,000 for the six months ended June 30, 2005 and
$698,223,000 for the year ended December 31, 2004,
respectively. Net investment income includes interest earned on
funds held of $5,494,000 and $220,000 in 2005 and 2004,
respectively. Net realized losses on investments were $183,000
and $827,000 for the six months ended June 30, 2005 and
2004, respectively. Net realized losses on investments in 2005
also include a provision of $769,000 for the permanent
impairment of an investment in Inter-Ocean, Ltd. included in
other invested asset. Exclusive of this provision, net realized
gains and losses on investments were the result of the
Companys efforts to manage the quality, diversity,
currency exposure, duration and tax profile of the investment
portfolio.
Other income for the six months ended June 30, 2005 and
2004 was $232,000 and $1,116,000, respectively. Other income is
comprised primarily of changes in fair value of fixed maturities
classified as trading, net earnings on several reinsurance
contracts in the Finite Risk segment that are accounted for as
deposits and interest expense or other charges related to funds
withheld. Other income for the six months ended June 30,
2005 includes $531,000 of net unrealized gains relating to
changes in fair value of fixed maturities classified as trading,
$203,000 of earnings on reinsurance contracts accounted for as
deposits and $502,000 of interest expense related to funds
withheld. Other income for the six months ended June 30,
2004 includes $409,000 of net unrealized losses relating to
fixed maturities classified as trading, $259,000 of earnings on
reinsurance contracts accounted for as deposits and a gain of
$1,000,000 on the sale of assets.
Net foreign currency exchange losses for the six months ended
June 30, 2005 and 2004 were $1,958,000 and $302,000,
respectively. Net foreign currency exchange gains and losses
arise as a result of fluctuations in the amounts of assets and
liabilities denominated in foreign currencies as well as
fluctuations in the currency exchange rates.
Losses and LAE and the resulting loss ratios for the six months
ended June 30, 2005 and 2004 were as follows ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Losses and LAE
|
|
$ |
478,550 |
|
|
|
351,435 |
|
|
$ |
127,115 |
|
Loss and LAE ratios
|
|
|
56.8 |
% |
|
|
55.6 |
% |
|
|
1.2 points |
|
The increase in losses and LAE in 2005 as compared with 2004 is
due to the increased net premiums earned. Losses and LAE
included net favorable loss development of approximately
$33,119,000
36
representing 3.9% of net premiums earned in 2005 and
approximately $28,239,000 representing 4.5% of net premiums
earned in 2004. The loss and LAE ratio increased in 2005 as
compared with 2004 due to less favorable loss development in
2005 as well as a shift in the mix of business in the Finite
Risk segment from finite property to finite casualty contracts
that generally have higher loss ratios.
Acquisition expenses and resulting acquisition expense ratios
for the six months ended June 30, 2005 and 2004 were as
follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase | |
|
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
Acquisition expenses
|
|
$ |
197,177 |
|
|
|
151,615 |
|
|
$ |
45,562 |
|
Acquisition expense ratios
|
|
|
23.4 |
% |
|
|
24.0 |
% |
|
|
(0.6) points |
|
The increase in acquisition expenses is due primarily to the
increase in net premiums earned in 2005 as compared with 2004.
While the ratios in 2005 and 2004 are comparable, the ratios are
affected by profit commissions, including approximately $215,000
in 2005 and $4,692,000 in 2004 relating to favorable loss
development from prior years primarily in the Finite Risk
segment.
Operating expenses for the six months ended June 30, 2005
and 2004 were $43,488,000 and $38,036,000, respectively.
Operating expenses include costs such as salaries, rent and like
items related to reinsurance operations as well as costs
associated with Platinum Holdings. Operating expenses in 2005
increased as compared with 2004 primarily due to increased
salaries and benefits, increased regulatory compliance costs and
an increase in incentive-based compensation in 2005 as compared
with 2004 due to increased net income. Regulatory compliance
costs were higher in 2005 than in 2004 as the majority of such
costs in 2004 were incurred in the third and fourth quarters of
2004.
Interest expense for the six months ended June 30, 2005 and
2004 was $6,347,000 and $4,630,000, respectively and includes
interest on the ESUs as well as the Series A 7.50% Notes.
The increase in 2005 as compared with 2004 is due to interest on
the Series A 7.50% Notes issued in May 2005.
Income tax expense and the effective income tax rate for the six
months ended June 30, 2005 and 2004 were as follows ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Income tax expense
|
|
$ |
29,775 |
|
|
|
18,428 |
|
|
$ |
11,347 |
|
Effective income tax rates
|
|
|
17.4 |
% |
|
|
15.0 |
% |
|
|
2.4 points |
|
The increase in income tax expense in 2005 as compared with 2004
is due, in part, to the increase in income before income tax
expense. An increasing percentage of the Companys income
before income taxes is generated by Platinum Bermuda, which is
not subject to corporate income tax. However, the Company
incurred approximately $9,150,000 of income taxes associated
with the transfer from Platinum Finance to Platinum Holdings of
$183,350,000 of the proceeds from the sale of the Series A
7.50% Notes. This transaction is deemed to be a taxable
distribution under U.S. tax law and subject to
U.S. withholding tax.
|
|
|
Year Ended December 31, 2004 as Compared with the
Year Ended December 31, 2003 |
Net income for the years ended December 31, 2004 and 2003
was as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
Decrease | |
|
|
| |
|
| |
|
| |
Net income
|
|
$ |
84,783 |
|
|
|
144,823 |
|
|
$ |
(60,040 |
) |
The decrease in net income in 2004 as compared with 2003 is
attributable to a decline in underwriting income of
$115,429,000. The decline in underwriting income was due
primarily to the combination of four significant named
hurricanes, Charley, Frances, Ivan and Jeanne (the
Hurricanes), causing severe damage in the Caribbean
and the southeast United States in August and September of 2004,
partially offset by growth of profitable business in all
segments and favorable loss development. Net income in 2004 as
compared with 2003 was also favorably impacted by an increase in
investment income of $26,887,000 and reductions in corporate
expenses of $9,871,000 and income tax expense of $18,526,000.
37
The aggregate adverse impact on net income of the Company in
2004 from the Hurricanes is summarized as follows ($ in
thousands):
|
|
|
|
|
|
|
Losses
|
|
$ |
230,475 |
|
Less:
|
|
|
|
|
|
Additional premiums earned
|
|
|
(29,265 |
) |
|
Profit commissions
|
|
|
(10,243 |
) |
|
|
|
|
|
|
Net adverse impact before income tax benefit
|
|
|
190,967 |
|
Income tax benefit
|
|
|
(14,537 |
) |
|
|
|
|
|
|
Net adverse impact after income tax benefit
|
|
$ |
176,430 |
|
|
|
|
|
The impact of the Hurricanes was consistent with our
expectations for storms of this magnitude and location.
Net premiums written and net premiums earned for the years ended
December 31, 2004 and 2003 were as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Net premiums written
|
|
$ |
1,646,013 |
|
|
|
1,172,142 |
|
|
$ |
473,871 |
|
Net premiums earned
|
|
$ |
1,447,935 |
|
|
|
1,067,527 |
|
|
$ |
380,408 |
|
The increase in net premiums written and earned in 2004 as
compared with 2003 is attributable to growth in all segments,
and includes approximately $29,265,000 of additional premiums
related to losses arising from the Hurricanes. The increase in
net premiums earned is related to the growth in current and
prior periods net premiums written and is affected by
changes in the mix of business and the structure of the
underlying reinsurance contracts.
Net investment income for the years ended December 31, 2004
and 2003 was $84,532,000 and $57,645,000, respectively. Net
investment income increased during 2004 primarily due to
increased invested assets attributable to positive cash flow
from operations, excluding trading securities activities, which
was $698,223,000 and $469,168,000 in 2004 and 2003,
respectively. Fixed maturities were $2,240,202,000 and
$1,678,138,000 at December 31, 2004 and 2003, respectively.
The book basis yields on fixed maturities were 4.3% and 4.1% at
December 31, 2004 and 2003, respectively. Net investment
income included $2,651,000 and $776,000 of interest earned on
funds held for the years ended December 31, 2004 and 2003,
respectively. Net investment income for the year ended
December 31, 2003 included $1,357,000 of interest received
from St. Paul on balances due relating to the Quota Share
Retrocession Agreements. Net realized gains on investments of
$1,955,000 and $2,781,000 for the years ended December 31,
2004 and 2003, respectively, were the result of investment sale
activity to manage the quality, diversity, currency exposure,
duration and tax profile of the investment portfolio.
Other income for the years ended December 31, 2004 and 2003
was $3,211,000 and $3,343,000, respectively. Other income in
2004 includes $1,036,000 of net unrealized gains relating to
changes in fair value of fixed maturities classified as trading,
$758,000 of earnings on reinsurance contracts accounted for as
deposits and a gain of $1,000,000 on the sale of assets. Other
income in 2003 includes $1,282,000 of net unrealized losses
relating to changes in fair value of fixed maturities classified
as trading and, $4,625,000 of earnings on reinsurance contracts
accounted for as deposits. Earnings on reinsurance contracts
accounted for as deposits decreased in 2004 from 2003 due to a
fewer number of such contracts.
Net foreign currency exchange gains (losses) for the years ended
December 31, 2004 and 2003 were $725,000 and ($114,000),
respectively. The Company routinely does business in various
foreign currencies. The decrease in net foreign currency
exchange losses is due to efforts to better manage exposures to
foreign currency exchange rate fluctuations by holding invested
assets denominated in the foreign currencies in which the
related net insurance liabilities are denominated. The Company
periodically
38
reviews its largest foreign currency exposures and purchases or
sells foreign currency denominated invested assets to match
these exposures.
Losses and LAE and the resulting loss and LAE ratios for the
years ended December 31, 2004 and 2003 were as follows ($
in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Losses and LAE
|
|
$ |
1,019,804 |
|
|
|
584,171 |
|
|
$ |
435,633 |
|
Loss and LAE ratios
|
|
|
70.4 |
% |
|
|
54.7 |
% |
|
|
15.7 points |
|
The increase in losses and LAE in 2004 from 2003 is due
primarily to losses of approximately $230,475,000 from the
Hurricanes and the growth in business in all segments. The
increase in the loss ratio in 2004 from 2003 is due primarily to
losses from the Hurricanes that contributed 15.9% to the loss
and LAE ratio in 2004. Net favorable development of $57,151,000
reduced the loss and LAE ratio by 3.9% in 2004 as compared with
favorable development of $50,866,000 that reduced the loss and
LAE ratio by 4.8% in 2003.
Acquisition expenses and resulting acquisition expense ratios
for the years ended December 31, 2004 and 2003 were as
follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase | |
|
|
2004 | |
|
2003 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
Acquisition expenses
|
|
$ |
327,821 |
|
|
|
251,226 |
|
|
$ |
76,595 |
|
Acquisition expense ratios
|
|
|
22.6 |
% |
|
|
23.5 |
% |
|
|
(0.9) points |
|
The increase in acquisition expenses in 2004 from 2003 is
consistent with the growth in business in all segments,
partially offset by reductions of profit commissions under
reinsurance contracts that incurred losses from the Hurricanes.
The decrease in the acquisition expense ratio in 2004 from 2003
is primarily due to changes in the mix of business as well as
reductions of profit commissions related to losses from the
Hurricanes.
Operating expenses for the years ended December 31, 2004
and 2003 were $66,333,000 and $92,595,000, respectively.
Operating expenses include costs such as salaries, rent and like
items related to reinsurance operations as well as costs
associated with Platinum Holdings. The decline of $26,262,000 in
operating expenses in 2004 as compared with 2003 was
attributable to a reduction of $11,408,000 in incentive-based
compensation in 2004 as compared with 2003 due to the decline in
the Companys net income, a charge of $9,289,000 in 2003
related to the separation and consulting agreement with the
Companys former chief executive officer, as well as
various non-recurring start-up costs of approximately $9,239,000
incurred in 2003.
Interest expense for the years ended December 31, 2004 and
2003 was $9,268,000 and $9,492,000, respectively, and relates to
the Companys ESUs, which are classified as debt
obligations on the Companys balance sheet.
Income taxes and the effective income tax rate for the years
ended December 31, 2004 and 2003 were as follows ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase | |
|
|
2004 | |
|
2003 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
Income taxes
|
|
$ |
30,349 |
|
|
|
48,875 |
|
|
$ |
(18,526 |
) |
Effective income tax rate
|
|
|
26.4 |
% |
|
|
25.2 |
% |
|
|
1.2 points |
|
Income taxes decreased in 2004 from 2003 due to the decline in
income before income taxes. The effective tax rate in any given
year is based on income before taxes of the Companys
subsidiaries that operate in several jurisdictions with varying
corporate income tax rates. Platinum Holdings and Platinum
Bermuda are not subject to corporate income tax. While the
effective income tax rates in 2004 and 2003 are comparable, both
years include events that increased the effective income tax
rate. In 2004 approximately 80% of the losses from the
Hurricanes were incurred by Platinum Bermuda without tax
39
benefit and in 2003 expenses related to the severance payment to
and share option expense of the Companys former chief
executive officer were incurred by Platinum Holdings without tax
benefit.
|
|
|
Year Ended December 31, 2003 as Compared with the
Period Ended December 31, 2002 |
Net income for the year ended December 31, 2003 and the
2002 Period was as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 | |
|
|
|
|
2003 | |
|
Period | |
|
Increase | |
|
|
| |
|
| |
|
| |
Net income
|
|
$ |
144,823 |
|
|
|
6,438 |
|
|
$ |
138,385 |
|
The Companys first complete year of operations was 2003
and, consequently, net income increased significantly as
compared with the 2002 Period which represents a two-month
period during which the Company had minimal underwriting
activity. Additional factors affecting the comparison include
the growth in the business underwritten in 2003 over 2002,
favorable development in 2003 of unpaid losses and LAE of
approximately $50,866,000, improved profitability relating to
net premiums earned in 2003, and increased investment income
resulting from growth in invested assets in 2003. The United
States insurance industry incurred some significant catastrophe
losses in 2003; however, catastrophe losses in the
Companys portfolio were relatively low as most catastrophe
claims remained at the primary or ceding company level.
Operating expenses for the year ended December 31, 2003
include a charge of $9,289,000 for expenses related to the
separation and consulting agreement with the Companys
former chief executive officer.
Net premiums written and earned for the year ended
December 31, 2003 and the 2002 Period was as follows ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 | |
|
|
|
|
2003 | |
|
Period | |
|
Increase | |
|
|
| |
|
| |
|
| |
Net premiums written
|
|
$ |
1,172,142 |
|
|
|
298,114 |
|
|
$ |
874,028 |
|
Net premiums earned
|
|
$ |
1,067,527 |
|
|
|
107,098 |
|
|
$ |
960,429 |
|
The Companys first complete year of operations was 2003
and, as a result, net premiums written and earned increased
significantly as compared with the 2002 Period which represents
a two-month period during which the Company had minimal
underwriting activity. Generally, the last two months of a year
have a relatively small amount of net premiums written. However,
net premiums written in the 2002 Period include $244,000,000 of
unearned premiums assumed from St. Paul under the Quota Share
Retrocession Agreements representing the remaining unearned
premiums related to contracts written by St. Paul Re during the
first ten months of 2002. Premiums written are based partially
on estimates of ultimate premiums from reinsurance contracts and
the estimates are updated quarterly. Reductions in premiums
estimated for the 2002 underwriting year in the Casualty
segment, a portion of which was written and earned by St. Paul
Re, reduced the Companys net premiums written in 2003 by
approximately $35,300,000.
Similar to net premiums written, net premiums earned in 2003
represents twelve months of underwriting activity whereas the
2002 Period represents two months. Net premiums earned are
recognized subsequent to net premiums written. Net premiums
earned in the 2002 Period are relatively low due to the
commencement of operations during 2002. Net premiums earned for
2003 reflect business underwritten in 2003 and 2002 while net
premiums earned in the 2002 Period reflect only business
underwritten in 2002. The reduction in 2003 of net premiums
written in the Casualty segment resulted in a reduction of net
premiums earned of approximately $16,100,000.
Net investment income was $57,645,000 and $5,211,000 for the
year ended December 31, 2003 and the 2002 Period,
respectively. The increase is primarily due to the comparison of
2003 with twelve months of investment income to the 2002 Period.
Net investment income increased during 2003 as the
Companys invested assets increased as a result of positive
cash flow from operations. Net realized gains on investments
were $2,781,000 and $25,300 in 2003 and the 2002 Period,
respectively, and are the result of
40
investment sale activity to manage the quality, diversity,
currency exposure, duration and tax profile of the investment
portfolio.
Other income was $3,343,000 and $167,000 for the year ended
December 31, 2003 and the 2002 Period, respectively,
and represents earnings on a small number of reinsurance
contracts in the Finite Risk segment accounted for as deposits.
Other income in 2003 also includes $1,282,000 of net unrealized
losses relating to changes in fair value of fixed maturities
classified as trading.
Net foreign currency exchange gains (losses) for the year ended
December 31, 2003 and the 2002 Period, were ($114,000)
and $2,017,000, respectively. Foreign currency exchange gains
and losses arise from the valuation in U.S. dollars of
assets and liabilities denominated in foreign currencies. During
2003, the Company established procedures to manage exposure to
foreign currency exchange rates by matching foreign currency
denominated assets and liabilities.
Losses and LAE for the years ended December 31, 2003 and
the 2002 Period, respectively were as follows ($
in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 | |
|
|
|
|
2003 | |
|
Period | |
|
Increase | |
|
|
| |
|
| |
|
| |
Losses and LAE
|
|
$ |
584,171 |
|
|
|
60,356 |
|
|
$ |
523,815 |
|
Loss and LAE ratios
|
|
|
54.7 |
% |
|
|
56.4 |
% |
|
|
(1.7) points |
|
The increase in losses and LAE is primarily due to the
comparison of 2003 with twelve months of underwriting operations
to the 2002 Period. Losses and LAE in 2003 were favorably
impacted by improved profitability relating to net premiums
earned in 2003 on business underwritten in 2002. While losses
and LAE in 2003 include provisions for various catastrophe
losses, the 2002 Period had no catastrophe losses. The United
States insurance industry incurred some significant catastrophe
losses in 2003. However, catastrophe losses in the
Companys portfolio were relatively low as most catastrophe
claims remained at the primary or ceding company level. Losses
and LAE in 2003 included a reduction in the estimated liability
as of December 31, 2002 of $63,966,000 of which $13,100,000
relates to the reduction in 2003 of premiums originally
estimated and earned in 2002 in the Casualty segment. The
remaining $50,866,000 represents net favorable development.
Unpaid losses and LAE at December 31, 2002 were based
largely on initial expected ultimate loss ratios. Throughout
2003 actual reported losses were monitored against expected
patterns of reported loss. As actual reported losses continued
to be less than expected reported losses, estimates of expected
ultimate losses were reduced. This principally affected property
coverages in the Property and Marine and Finite Risk segments
where a substantial portion of the ultimate losses is expected
to be reported to the Company within two years.
Acquisition expenses, including brokerage, commissions and other
direct underwriting expenses associated with underwriting
activities, and resulting acquisition expense ratios for the
year ended December 31, 2003 and the 2002 Period were as
follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 | |
|
Increase | |
|
|
2003 | |
|
Period | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
Acquisition expenses
|
|
$ |
251,226 |
|
|
|
25,474 |
|
|
$ |
225,752 |
|
Acquisition expense ratios
|
|
|
23.5 |
% |
|
|
23.8 |
% |
|
|
(0.3) points |
|
The increase in acquisition expenses is primarily due to the
comparison of 2003 with twelve months of underwriting operations
to the 2002 Period. Although acquisition ratios in 2003 varied
by operating segment and by type of business, the resulting
ratios of acquisition expenses to net premiums earned for 2003
and the 2002 Period were comparable at 23.5% and 23.8%,
respectively.
Operating expenses include other underwriting expenses related
to the reinsurance operations as well as costs associated with
the holding company operations of Platinum Holdings and were
$92,595,000 and $16,334,000 for the year ended December 31,
2003 and the 2002 Period, respectively. The increase in
operating expenses is due to the comparison of 2003 with twelve
months of operations to the 2002 Period. Additionally, there
were increases in staff, fees relating to the Services and
Capacity Reservation
41
Agreement dated November 1, 2002 with RenaissanceRe (the
RenRe Agreement) that provides for a periodic review
of aggregate property catastrophe exposures by RenaissanceRe and
office relocation expenses in 2003. Operating expenses in 2003
include a charge of $9,289,000 for the expenses related to the
separation and consulting agreement with the Companys
former chief executive officer. Operating expenses in the 2002
Period include one-time expenses of $5,353,000 incurred in
connection with the completion of the Initial Public Offering,
the formation of the Company and the assumption of business from
St. Paul.
Interest expense for the year ended December 31, 2003 and
the 2002 Period was $9,492,000, and $1,261,000, respectively,
and relates to amounts payable under the Companys ESUs
which are classified as debt obligations on the Companys
balance sheet. The increase is due to the comparison of 2003
with twelve months of interest expense to the 2002 Period.
Income taxes and the effective income tax rate for the year
ended December 31, 2003 and the 2002 Period were as
follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 | |
|
Increase | |
|
|
2003 | |
|
Period | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
Income taxes
|
|
$ |
48,875 |
|
|
|
4,655 |
|
|
$ |
44,220 |
|
Effective income tax rate
|
|
|
25.2 |
% |
|
|
42.0 |
% |
|
|
(16.8) points |
|
The increase in income tax expense is due to the increase in net
income before taxes in 2003 over the 2002 Period. The effective
tax rate for 2003 was affected by a significant amount of income
derived from business underwritten in 2002, which was assumed
and retained by Platinum US and subject to U.S. corporate
tax. The effective tax rate for 2003 was also affected by
expenses related to the separation and consulting agreement with
the Companys former chief executive officer that were
incurred by Platinum Holdings without tax benefit, thereby
increasing the 2003 effective tax rate. The effective tax rate
in the 2002 Period was higher than any tax rate of the taxable
jurisdictions in which the Company operates due to significant
start-up expenses incurred by Platinum Holdings for which no tax
benefit was available.
Segment Information
The Company conducts its worldwide reinsurance business through
three operating segments: Property and Marine, Casualty and
Finite Risk. In managing the Companys operating segments,
management uses measures such as underwriting income and
underwriting ratios to evaluate segment performance. Management
does not allocate by segment its assets or certain income and
expenses such as investment income, interest expense and certain
corporate expenses. Segment underwriting income is reconciled to
income before income tax expense. The measures used by
management in evaluating the Companys operating segments
should not be used as a substitute for measures determined under
U.S. GAAP. The following table summarizes underwriting
activity and ratios for the three operating segments for the
three
42
and six months ended June 30, 2005 and 2004 and for the
years ended December 31, 2004 and 2003 and the 2002 Period
($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property | |
|
|
|
|
|
|
|
|
and Marine | |
|
Casualty | |
|
Finite Risk | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
Three months ended June 30, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written
|
|
$ |
134,953 |
|
|
|
188,890 |
|
|
|
99,116 |
|
|
$ |
422,959 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
|
140,669 |
|
|
|
198,723 |
|
|
|
92,078 |
|
|
|
431,470 |
|
Losses and LAE
|
|
|
58,499 |
|
|
|
127,531 |
|
|
|
54,822 |
|
|
|
240,852 |
|
Acquisition expenses
|
|
|
29,695 |
|
|
|
47,963 |
|
|
|
26,270 |
|
|
|
103,928 |
|
Other underwriting expenses
|
|
|
8,240 |
|
|
|
8,972 |
|
|
|
1,333 |
|
|
|
18,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment underwriting income
|
|
$ |
44,235 |
|
|
|
14,257 |
|
|
|
9,653 |
|
|
$ |
68,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate expenses not allocated to segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,935 |
) |
Net foreign currency exchange losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(160 |
) |
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,174 |
) |
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
588 |
|
Net investment income and net realized losses on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
87,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and LAE
|
|
|
41.6 |
% |
|
|
64.2 |
% |
|
|
59.5 |
% |
|
|
55.8 |
% |
|
Acquisition expense
|
|
|
21.1 |
% |
|
|
24.1 |
% |
|
|
28.5 |
% |
|
|
24.1 |
% |
|
Other underwriting expense
|
|
|
5.9 |
% |
|
|
4.5 |
% |
|
|
1.4 |
% |
|
|
4.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined
|
|
|
68.6 |
% |
|
|
92.8 |
% |
|
|
89.4 |
% |
|
|
84.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property | |
|
|
|
|
|
|
|
|
and Marine | |
|
Casualty | |
|
Finite Risk | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
Three months ended June 30, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written
|
|
$ |
101,841 |
|
|
|
112,761 |
|
|
|
115,925 |
|
|
$ |
330,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
|
99,928 |
|
|
|
132,230 |
|
|
|
78,709 |
|
|
|
310,867 |
|
Losses and LAE
|
|
|
40,974 |
|
|
|
93,391 |
|
|
|
55,101 |
|
|
|
189,466 |
|
Acquisition expenses
|
|
|
14,905 |
|
|
|
31,994 |
|
|
|
15,795 |
|
|
|
62,694 |
|
Other underwriting expenses
|
|
|
7,174 |
|
|
|
5,305 |
|
|
|
2,567 |
|
|
|
15,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment underwriting income
|
|
$ |
36,875 |
|
|
|
1,540 |
|
|
|
5,246 |
|
|
$ |
43,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate expenses not allocated to segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,216 |
) |
Net foreign currency exchange losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,168 |
) |
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,324 |
) |
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
605 |
|
Net investment income and net realized losses on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
54,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and LAE
|
|
|
41.0 |
% |
|
|
70.6 |
% |
|
|
70.0 |
% |
|
|
60.9 |
% |
|
Acquisition expense
|
|
|
14.9 |
% |
|
|
24.2 |
% |
|
|
20.1 |
% |
|
|
20.2 |
% |
|
Other underwriting expense
|
|
|
7.2 |
% |
|
|
4.0 |
% |
|
|
3.3 |
% |
|
|
4.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined
|
|
|
63.1 |
% |
|
|
98.8 |
% |
|
|
93.4 |
% |
|
|
85.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property | |
|
|
|
|
|
|
|
|
and Marine | |
|
Casualty | |
|
Finite Risk | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
Six months ended June 30, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written
|
|
$ |
320,002 |
|
|
|
404,559 |
|
|
|
192,197 |
|
|
$ |
916,758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
|
268,866 |
|
|
|
383,491 |
|
|
|
190,153 |
|
|
|
842,510 |
|
Losses and LAE
|
|
|
118,539 |
|
|
|
245,969 |
|
|
|
114,042 |
|
|
|
478,550 |
|
Acquisition expenses
|
|
|
51,684 |
|
|
|
93,165 |
|
|
|
52,328 |
|
|
|
197,177 |
|
Other underwriting expenses
|
|
|
15,963 |
|
|
|
16,285 |
|
|
|
2,904 |
|
|
|
35,152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment underwriting income
|
|
$ |
82,680 |
|
|
|
28,072 |
|
|
|
20,879 |
|
|
|
131,631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate expenses not allocated to segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,336 |
) |
Net foreign currency exchange losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,958 |
) |
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,347 |
) |
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
232 |
|
Net investment income and net realized losses on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,626 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
170,848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and LAE
|
|
|
44.1 |
% |
|
|
64.1 |
% |
|
|
60.0 |
% |
|
|
56.8 |
% |
|
Acquisition expense
|
|
|
19.2 |
% |
|
|
24.3 |
% |
|
|
27.5 |
% |
|
|
23.4 |
% |
|
Other underwriting expense
|
|
|
5.9 |
% |
|
|
4.2 |
% |
|
|
1.5 |
% |
|
|
4.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined
|
|
|
69.2 |
% |
|
|
92.6 |
% |
|
|
89.0 |
% |
|
|
84.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property | |
|
|
|
|
|
|
|
|
and Marine | |
|
Casualty | |
|
Finite Risk | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
Six months ended June 30, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written
|
|
$ |
273,135 |
|
|
|
336,726 |
|
|
|
200,772 |
|
|
$ |
810,633 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
|
217,993 |
|
|
|
268,452 |
|
|
|
145,464 |
|
|
|
631,909 |
|
Losses and LAE
|
|
|
89,552 |
|
|
|
188,175 |
|
|
|
73,708 |
|
|
|
351,435 |
|
Acquisition expenses
|
|
|
36,657 |
|
|
|
66,830 |
|
|
|
48,128 |
|
|
|
151,615 |
|
Other underwriting expenses
|
|
|
15,324 |
|
|
|
10,362 |
|
|
|
5,164 |
|
|
|
30,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment underwriting income
|
|
$ |
76,460 |
|
|
|
3,085 |
|
|
|
18,464 |
|
|
|
98,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate expenses not allocated to segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,186 |
) |
Net foreign currency exchange losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(302 |
) |
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,630 |
) |
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,116 |
|
Net investment income and net realized losses on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
123,041 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and LAE
|
|
|
41.1 |
% |
|
|
70.1 |
% |
|
|
50.7 |
% |
|
|
55.6 |
% |
|
Acquisition expense
|
|
|
16.8 |
% |
|
|
24.9 |
% |
|
|
33.1 |
% |
|
|
24.0 |
% |
|
Other underwriting expense
|
|
|
7.0 |
% |
|
|
3.9 |
% |
|
|
3.6 |
% |
|
|
4.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined
|
|
|
64.9 |
% |
|
|
98.9 |
% |
|
|
87.4 |
% |
|
|
84.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property | |
|
|
|
|
|
|
|
|
and Marine | |
|
Casualty | |
|
Finite Risk | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
Year ended December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written
|
|
$ |
504,439 |
|
|
|
677,399 |
|
|
|
464,175 |
|
|
$ |
1,646,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
|
485,135 |
|
|
|
611,893 |
|
|
|
350,907 |
|
|
|
1,447,935 |
|
Losses and LAE
|
|
|
349,557 |
|
|
|
418,355 |
|
|
|
251,892 |
|
|
|
1,019,804 |
|
Acquisition expenses
|
|
|
76,360 |
|
|
|
151,649 |
|
|
|
99,812 |
|
|
|
327,821 |
|
Other underwriting expenses
|
|
|
27,827 |
|
|
|
19,086 |
|
|
|
6,224 |
|
|
|
53,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment underwriting income (loss)
|
|
$ |
31,391 |
|
|
|
22,803 |
|
|
|
(7,021 |
) |
|
|
47,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate expenses not allocated to segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,196 |
) |
Net foreign currency exchange gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
725 |
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,268 |
) |
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,211 |
|
Net investment income and net realized gain on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86,487 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
115,132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and LAE
|
|
|
72.1 |
% |
|
|
68.4 |
% |
|
|
71.8 |
% |
|
|
70.4 |
% |
|
Acquisition expense
|
|
|
15.7 |
% |
|
|
24.8 |
% |
|
|
28.4 |
% |
|
|
22.6 |
% |
|
Other underwriting expense
|
|
|
5.7 |
% |
|
|
3.1 |
% |
|
|
1.8 |
% |
|
|
3.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined
|
|
|
93.5 |
% |
|
|
96.3 |
% |
|
|
102.0 |
% |
|
|
96.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property | |
|
|
|
|
|
|
|
|
and Marine | |
|
Casualty | |
|
Finite Risk | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
Year ended December 31, 2003:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written
|
|
$ |
352,908 |
|
|
|
474,000 |
|
|
|
345,234 |
|
|
$ |
1,172,142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
|
355,556 |
|
|
|
391,170 |
|
|
|
320,801 |
|
|
|
1,067,527 |
|
Losses and LAE
|
|
|
169,944 |
|
|
|
266,836 |
|
|
|
147,391 |
|
|
|
584,171 |
|
Acquisition expenses
|
|
|
52,154 |
|
|
|
101,005 |
|
|
|
98,067 |
|
|
|
251,226 |
|
Other underwriting expenses
|
|
|
35,598 |
|
|
|
21,060 |
|
|
|
12,870 |
|
|
|
69,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment underwriting income
|
|
$ |
97,860 |
|
|
|
2,269 |
|
|
|
62,473 |
|
|
|
162,602 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate expenses not allocated to segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23,067 |
) |
Net foreign currency exchange losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(114 |
) |
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,492 |
) |
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,343 |
|
Net investment income and net realized gain on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
193,698 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and LAE
|
|
|
47.8 |
% |
|
|
68.2 |
% |
|
|
45.9 |
% |
|
|
54.7 |
% |
|
Acquisition expense
|
|
|
14.7 |
% |
|
|
25.8 |
% |
|
|
30.6 |
% |
|
|
23.5 |
% |
|
Other underwriting expense
|
|
|
10.0 |
% |
|
|
5.4 |
% |
|
|
4.0 |
% |
|
|
6.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined
|
|
|
72.5 |
% |
|
|
99.4 |
% |
|
|
80.5 |
% |
|
|
84.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property | |
|
|
|
|
|
|
|
|
and Marine | |
|
Casualty | |
|
Finite Risk | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
2002 Period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written
|
|
$ |
89,341 |
|
|
|
164,929 |
|
|
|
43,844 |
|
|
$ |
298,114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
|
43,047 |
|
|
|
39,320 |
|
|
|
24,731 |
|
|
|
107,098 |
|
Losses and LAE
|
|
|
21,558 |
|
|
|
29,498 |
|
|
|
9,300 |
|
|
|
60,356 |
|
Acquisition expenses
|
|
|
7,798 |
|
|
|
9,269 |
|
|
|
8,407 |
|
|
|
25,474 |
|
Other underwriting expenses
|
|
|
5,960 |
|
|
|
4,136 |
|
|
|
2,068 |
|
|
|
12,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment underwriting income (loss)
|
|
$ |
7,731 |
|
|
|
(3,583 |
) |
|
|
4,956 |
|
|
|
9,104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate expenses not allocated to segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,170 |
) |
Net foreign currency exchange gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,017 |
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,261 |
) |
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
167 |
|
Net investment income and net realized gain on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
11,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and LAE
|
|
|
50.1 |
% |
|
|
75.0 |
% |
|
|
37.6 |
% |
|
|
56.4 |
% |
|
Acquisition expense
|
|
|
18.1 |
% |
|
|
23.6 |
% |
|
|
34.0 |
% |
|
|
23.8 |
% |
|
Other underwriting expense
|
|
|
13.8 |
% |
|
|
10.5 |
% |
|
|
8.4 |
% |
|
|
11.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined
|
|
|
82.0 |
% |
|
|
109.1 |
% |
|
|
80.0 |
% |
|
|
91.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Marine
The Property and Marine operating segment includes principally
property and marine reinsurance coverages that are written in
the United States and international markets. This business
includes property per-risk excess-of-loss treaties, property
proportional treaties and catastrophe excess-of-loss reinsurance
treaties. This operating segment generated 31.9%, 30.8%, 34.9%,
33.7%, 30.6%, 30.1% and 30.0%, of the Companys net
premiums written for the three and six months ended
June 30, 2005 and 2004, the years ended December 31,
2004 and 2003 and the 2002 Period, respectively.
|
|
|
Three Months Ended June 30, 2005 as Compared with the
Three Months Ended June 30, 2004 |
Net premiums written and net premiums earned for the three
months ended June 30, 2005 and 2004 were as follows ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Net premiums written
|
|
$ |
134,953 |
|
|
|
101,841 |
|
|
$ |
33,112 |
|
Net premiums earned
|
|
$ |
140,669 |
|
|
|
99,928 |
|
|
$ |
40,741 |
|
Net premiums written and earned increased in 2005 as compared
with 2004 across most property classes. The most significant
increase was in the property pro-rata class where the Company
increased its net premiums written in catastrophe exposed
business in Florida. The increases in the property classes were
partially offset by a decrease in the marine class, primarily
attributable to one significant contract that was not renewed.
Losses and LAE and the resulting loss ratios for the three
months ended June 30, 2005 and 2004 were as follows ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Losses and LAE
|
|
$ |
58,499 |
|
|
|
40,974 |
|
|
$ |
17,525 |
|
Loss and LAE ratios
|
|
|
41.6 |
% |
|
|
41.0 |
% |
|
|
0.6 points |
|
46
The increase in losses and LAE and the related loss and LAE
ratio in 2005 as compared with 2004 is due to the increase in
net premiums earned as well as the effects of net favorable loss
development. Losses and LAE included net favorable loss
development of approximately $5,237,000 representing 3.7% of net
premiums earned in 2005 and approximately $9,056,000
representing 9.1% of net premiums earned in 2004.
Acquisition expenses and resulting acquisition expense ratios
for the three months ended June 30, 2005 and 2004 were as
follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Acquisition expenses
|
|
$ |
29,695 |
|
|
|
14,905 |
|
|
$ |
14,790 |
|
Acquisition expense ratios
|
|
|
21.1 |
% |
|
|
14.9 |
% |
|
|
6.2 points |
|
The increase in acquisition expenses in 2005 as compared with
2004 is due to the growth in business, a shift in the mix of
business and increased profit commissions. The increase in the
acquisition expense ratio is primarily due to profit commissions
as a result of favorable loss experience as well as an increase
in pro-rata business that generally has higher commission
ratios. Profit commission increases in 2005 related to prior
years were approximately $2,441,000, representing 1.7% of net
premiums earned as compared with no prior year profit commission
adjustments in 2004.
Other underwriting expenses for the three months ended
June 30, 2005 and 2004 were $8,240,000 and $7,174,000,
respectively. Other underwriting expenses include costs such as
salaries, rent and like items related to property and marine
underwriting operations. Other underwriting expenses for the
three months ended June 30, 2005 and 2004 include fees of
$774,000 and $1,242,000, respectively, relating to the RenRe
Agreement that provides for a periodic review of aggregate
property catastrophe exposures by RenaissanceRe. The decline in
the fee in 2005 as compared with 2004 is due to a decline in net
premiums written in the catastrophe classes of business subject
to the fee.
|
|
|
Six Months Ended June 30, 2005 as Compared with the
Six Months Ended June 30, 2004 |
Net premiums written and net premiums earned for the six months
ended June 30, 2005 and 2004 were as follows ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Net premiums written
|
|
$ |
320,002 |
|
|
|
273,135 |
|
|
$ |
46,867 |
|
Net premiums earned
|
|
$ |
268,866 |
|
|
|
217,993 |
|
|
$ |
50,873 |
|
Net premiums written and earned increased in 2005 as compared
with 2004 across most property classes. The most significant
increase was in the property pro-rata class where the Company
increased its net premiums written in catastrophe exposed
business in Florida. The increases in the property classes were
partially offset by a decrease in the marine class, primarily
attributable to one significant contract that was not renewed.
Losses and LAE and the resulting loss ratios for the six months
ended June 30, 2005 and 2004 were as follows ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Losses and LAE
|
|
$ |
118,539 |
|
|
|
89,552 |
|
|
$ |
28,987 |
|
Loss and LAE ratios
|
|
|
44.1 |
% |
|
|
41.1 |
% |
|
|
3.0 points |
|
The increase in losses and LAE in 2005 as compared with 2004 is
due primarily to the increase in net premiums earned. The
increase in the loss and LAE ratio is due primarily to the
effects of net favorable loss development. Losses and LAE
included net favorable loss development of approximately
$9,087,000 representing 3.4% of net premiums earned in 2005 and
approximately $23,211,000 representing 10.6% of net premiums
earned in 2004.
47
Acquisition expenses and resulting acquisition expense ratios
for the six months ended June 30, 2005 and 2004 were as
follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Acquisition expenses
|
|
$ |
51,684 |
|
|
|
36,657 |
|
|
$ |
15,027 |
|
Acquisition expense ratios
|
|
|
19.2 |
% |
|
|
16.8 |
% |
|
|
2.4 points |
|
The increase in acquisition expenses in 2005 as compared with
2004 is due to the growth in business in the segment, a shift in
the mix of business and increased profit commissions. The
acquisition expense ratio increased due to profit commissions in
the marine class and an increase in property pro-rata business
that generally has higher commission ratios. Profit commission
increases in 2005 related to prior years were approximately
$2,441,000, representing 0.9% of net premiums earned as compared
with no prior year profit commission adjustments in 2004.
Other underwriting expenses for the six months ended
June 30, 2005 and 2004 were $15,963,000 and $15,324,000,
respectively. The increase in other underwriting expenses is due
to increased salaries and benefits, increased regulatory
compliance costs and an increase in incentive-based compensation
in 2005 as compared with 2004 due to increased net income. Other
underwriting expenses for the six months ended June 30,
2005 and 2004 include fees of $3,561,000 and $3,648,000,
respectively, relating to the RenRe Agreement. The decline in
the fee in 2005 as compared with 2004 is due to a decline in net
premiums written in the catastrophe classes of business subject
to the fee.
|
|
|
Year Ended December 31, 2004 as Compared with the
Year Ended December 31, 2003 |
Net premiums written and net premiums earned for the years ended
December 31, 2004 and 2003 were as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Net premiums written
|
|
$ |
504,439 |
|
|
|
352,908 |
|
|
$ |
151,531 |
|
Net premiums earned
|
|
$ |
485,135 |
|
|
|
355,556 |
|
|
$ |
129,579 |
|
Net premiums written and earned increased in 2004, as compared
with 2003, due to growth across all property classes. The
increase in net premiums written is also the result of a more
efficient use of catastrophe capacity through enhanced modeling
capabilities, an increase of property pro-rata business and a
transfer of catastrophe capacity from the Finite Risk segment to
the Property and Marine segment. Net premiums written and earned
also include approximately $16,198,000 of additional premiums
from reinsurance contracts that incurred losses arising from the
Hurricanes.
Losses and LAE and the resulting loss ratios for the years ended
December 31, 2004 and 2003 were as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Losses and LAE
|
|
$ |
349,557 |
|
|
|
169,944 |
|
|
$ |
179,613 |
|
Loss and LAE ratios
|
|
|
72.1 |
% |
|
|
47.8 |
% |
|
|
24.3 points |
|
The increase in losses and LAE and the related loss and LAE
ratio in 2004 is due to losses of $169,652,000 from the
Hurricanes as compared with the low level of catastrophe losses
in 2003. Also contributing to the increase in losses and LAE in
2004 as compared with 2003 is the growth in business. Partially
offsetting the increased losses and LAE relating to the
Hurricanes is approximately $50,980,000 of favorable development
of prior years unpaid losses and LAE in 2004 as compared
with approximately $31,600,000 of favorable development in 2003.
During 2004 and 2003, actual reported losses were significantly
less than expected for the short-tailed non-catastrophe property
lines resulting in reductions in estimated ultimate losses.
48
Acquisition expenses and resulting acquisition expense ratios
for the years ended December 31, 2004 and 2003 were as
follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Acquisition expenses
|
|
$ |
76,360 |
|
|
|
52,154 |
|
|
$ |
24,206 |
|
Acquisition expense ratios
|
|
|
15.7 |
% |
|
|
14.7 |
% |
|
|
1.0 point |
|
The increase in acquisition expenses in 2004 as compared with
2003 is consistent with the growth in business. The increase in
the acquisition expense ratio is primarily due to profit
commissions related to the favorable development of
non-catastrophe losses and LAE and changes in the mix of
business.
Other underwriting expenses for the years ended
December 31, 2004 and 2003 were $27,827,000 and
$35,598,000, respectively. The decrease in other underwriting
expenses is due to cost reductions in the Property and Marine
segment in 2004, the reduction of incentive based compensation
in 2004, as well as various non-recurring start-up costs
incurred in 2003. Other underwriting expenses for the years
ended December 31, 2004 and 2003 include fees of $6,396,000
and $5,350,000, respectively, relating to the RenRe Agreement.
|
|
|
Year Ended December 31, 2003 as Compared with the
Period Ended December 31, 2002 |
Net premiums written and net premiums earned for the year ended
December 31, 2003 and the 2002 Period were as follows
($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 | |
|
|
|
|
2003 | |
|
Period | |
|
Increase | |
|
|
| |
|
| |
|
| |
Net premiums written
|
|
$ |
352,908 |
|
|
|
89,341 |
|
|
$ |
263,567 |
|
Net premiums earned
|
|
$ |
355,556 |
|
|
|
43,047 |
|
|
$ |
312,509 |
|
The Companys first complete year of operations was 2003 as
compared with the 2002 Period which represents a two-month
period during which the Company had minimal underwriting
activity. Consequently, net premiums written and earned
increased by $263,567,000 and $312,509,000, respectively. Net
premiums written in the 2002 Period include $77,049,000 of
premiums assumed from St. Paul under the Quota Share
Retrocession Agreements representing unearned premiums related
to contracts written by St. Paul during the first ten months of
2002. Net premiums written in 2003 reflect a growth in business
underwritten in 2003 over 2002. Similar to net premiums written,
net premiums earned in 2003 represent twelve months of
underwriting activity whereas the 2002 Period represents two
months. Net premiums earned are recognized subsequent to net
premiums written. Net premiums earned in the 2002 Period are
relatively low due to the commencement of operations during
2002. Net premiums earned for 2003 reflect business underwritten
in 2003 and 2002.
Losses and LAE and the resulting loss ratios for the year ended
December 31, 2003 and the 2002 Period were as follows
($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 | |
|
Increase | |
|
|
2003 | |
|
Period | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
Losses and LAE
|
|
$ |
169,944 |
|
|
|
21,558 |
|
|
$ |
148,386 |
|
Loss and LAE ratios
|
|
|
47.8 |
% |
|
|
50.1 |
% |
|
|
(2.3) points |
|
The increase in losses and LAE is primarily due to the
comparison of 2003 with twelve months of underwriting operations
to the 2002 Period. Losses and LAE in 2003 were favorably
affected by a relatively low level of catastrophe losses while
the 2002 Period had no catastrophe losses. Losses and LAE in
2003 also included favorable development in 2003 of losses and
LAE as of December 31, 2002 of approximately $31,600,000.
Additionally, the losses and LAE in 2003 were favorably impacted
by improved profitability relating to net earned premium in 2003
on business underwritten in 2002.
49
Acquisition expenses and resulting acquisition expense ratios
for the year ended December 31, 2003 and the 2002 Period
were as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 | |
|
Increase | |
|
|
2003 | |
|
Period | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
Acquisition expenses
|
|
$ |
52,154 |
|
|
|
7,798 |
|
|
$ |
44,356 |
|
Acquisition expense ratios
|
|
|
14.7 |
% |
|
|
18.1 |
% |
|
|
(3.4) points |
|
The increase in acquisition expenses is primarily due to the
comparison of 2003 with twelve months of underwriting operations
to the 2002 Period. The ratios fluctuate as a result of the
changes in mix of business and the contract terms and conditions.
Other underwriting expenses for the year ended December 31,
2003 and the 2002 Period were $35,598,000 and $5,960,000,
respectively, and represent costs such as salaries, rent and
like items. The increase is primarily due to the comparison of
2003 with twelve months of operations to the 2002 Period. Other
underwriting expenses include fees of $5,350,000 in 2003 and
$46,000 in the 2002 Period relating to the RenRe Agreement.
Operating expenses for the 2002 Period include one-time expenses
incurred in connection with the completion of the Initial Public
Offering, the formation of the Company and the assumption of
business from St. Paul.
Casualty
The Casualty operating segment includes principally reinsurance
treaties that cover umbrella liability, general and product
liability, professional liability, directors and officers
liability, workers compensation, casualty clash,
automobile liability, surety and trade credit. This segment also
includes accident and health reinsurance treaties, which are
predominantly reinsurance of health insurance products. This
operating segment generated 44.7%, 34.1%, 44.1%, 41.5%, 41.2%,
40.4% and 55.3%, of the Companys net premiums written for
the three and six months ended June 30, 2005 and 2004, the
years ended December 31, 2004 and 2003 and the 2002 Period,
respectively. The percentage in the 2002 Period was impacted by
the unearned premiums assumed from St. Paul under the Quota
Share Retrocession Agreements which was also included in net
premiums written.
|
|
|
Three Months Ended June 30, 2005 as Compared with the
Three Months Ended June 30, 2004 |
Net premiums written and net premiums earned for the three
months ended June 30, 2005 and 2004 were as follows
($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Net premiums written
|
|
$ |
188.890 |
|
|
|
112,761 |
|
|
$ |
76,129 |
|
Net premiums earned
|
|
$ |
198,723 |
|
|
|
132,230 |
|
|
$ |
66,493 |
|
During the three months ended June 30, 2004, based on
audits and information received from ceding companies, the
Company revised its estimates of Casualty premiums and,
consequently, the Company reduced its net premiums written
previously estimated and accrued. The effect of this change in
estimate was a reduction in net premiums written of
approximately $27,000,000 and a reduction in net premiums earned
of approximately $15,800,000. Also during the three months ended
March 31, 2004, approximately $17,000,000 of net premiums
written and net premiums earned of approximately $4,400,000
related to a quota share contract was included in the Casualty
segment based on the expected terms and conditions of the
contract. Based on the final terms and conditions, the contract
was reclassified to the Finite Risk segment. Consequently,
during the three months ended June 30, 2004, this
reclassification resulted in a reduction of approximately
$17,000,000 of Casualty net premiums written and approximately
$4,400,000 of net premiums earned and an equivalent increase in
Finite Risk net premiums written and earned. The net effect of
these items on underwriting income, after related reductions in
losses, LAE and acquisition expenses, was not material.
Exclusive of these items, net premiums written and earned in the
Casualty segment increased by approximately $32,129,000 and
$46,293,000, respectively in 2005 as compared with 2004. This
increase in net premiums written is primarily in prior
underwriting years excess-of-loss classes
50
due to greater than expected premiums being reported from ceding
companies. The increase in net premium earned is affected by
changes in the mix of business and the structure of the
underlying reinsurance contracts.
Losses and LAE and the resulting loss ratios for the three
months ended June 30, 2005 and 2004 were as follows
($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase | |
|
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
Losses and LAE
|
|
$ |
127,531 |
|
|
|
93,391 |
|
|
$ |
34,140 |
|
Loss and LAE ratios
|
|
|
64.2 |
% |
|
|
70.6 |
% |
|
|
(6.4) points |
|
The increase in losses and LAE in 2005 as compared with 2004 is
consistent with the growth in business. The decrease in the loss
and LAE ratio in 2005 as compared with 2004 is due, in part, to
favorable loss development in 2005 as compared to 2004 and, in
part, to changes in the mix of business toward classes with
lower loss ratios. Losses and LAE included net favorable loss
development of approximately $4,935,000 representing 2.5% of net
premiums earned in 2005 and approximately $561,000 of
unfavorable net loss development representing 0.4% of net
premiums earned in 2004.
Acquisition expenses and resulting acquisition expense ratios
for the three months ended June 30, 2005 and 2004 were as
follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase | |
|
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
Acquisition expenses
|
|
$ |
47,963 |
|
|
|
31,994 |
|
|
$ |
15,969 |
|
Acquisition expense ratios
|
|
|
24.1 |
% |
|
|
24.2 |
% |
|
|
(0.1) points |
|
The increase in acquisition expenses is due primarily to the
increase in net premiums earned in 2005 as compared with 2004.
The resulting acquisition expense ratios are comparable.
Other underwriting expenses for the three months ended
June 30, 2005 and 2004 were $8,972,000 and $5,305,000,
respectively, and represent costs such as salaries, rent and
like items. The resulting other underwriting expense ratios for
the three months ended June 30, 2005 and 2004 were 4.5% and
4.0%, respectively. The increase in operating costs and
resulting other underwriting expense ratios is due to the
increase in business as well as the allocation of a greater
percentage of common operating and administrative costs to the
Casualty segment due to a decline in underwriting activity in
the Finite Risk segment.
|
|
|
Six Months Ended June 30, 2005 as Compared with the
Six Months Ended June 30, 2004 |
Net premiums written and net premiums earned for the six months
ended June 30, 2005 and 2004 were as follows ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Net premiums written
|
|
$ |
404,559 |
|
|
|
336,726 |
|
|
$ |
67,833 |
|
Net premiums earned
|
|
$ |
383,491 |
|
|
|
268,452 |
|
|
$ |
115,039 |
|
Net premiums in 2004 include revisions of estimates of Casualty
premiums that resulted in reductions of net premiums written of
approximately $16,300,000 and a reduction in net premiums earned
of approximately $10,800,000. The net effect of the revisions of
estimates on underwriting income, after related reductions in
losses, LAE and acquisitions expenses, was not material.
Exclusive of the reduction of estimates in 2004, casualty net
premiums written and earned increased by approximately
$51,533,000 and $104,239,000, respectively in 2005 as compared
with 2004. This increase is due to growth in the casualty
business and increased ultimate premiums from prior underwriting
years excess-of-loss classes due to greater than expected
premiums being reported from ceding companies. The increase in
net premium earned is affected by changes in the mix of business
and the structure of the underlying reinsurance contracts.
51
Losses and LAE and the resulting loss ratios for the six months
ended June 30, 2005 and 2004 were as follows ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase | |
|
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
Losses and LAE
|
|
$ |
245,969 |
|
|
|
188,175 |
|
|
$ |
57,794 |
|
Loss and LAE ratios
|
|
|
64.1 |
% |
|
|
70.1 |
% |
|
|
(6.0) points |
|
The increase in losses and LAE in 2005 as compared with 2004 is
consistent with the growth in business. Losses and LAE included
net favorable loss development of approximately $11,809,000
representing 3.1% of net premiums earned in 2005 and
approximately $6,006,000 of net unfavorable loss development
representing 2.2% of net premiums earned in 2004. The decrease
in the loss and LAE ratio in 2005 is due to the net favorable
loss development in 2005 that relates primarily to the 2002 and
2003 underwriting years experience.
Acquisition expenses and resulting acquisition expense ratios
for the six months ended June 30, 2005 and 2004 were as
follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase | |
|
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
Acquisition expenses
|
|
$ |
93,165 |
|
|
|
66,830 |
|
|
$ |
26,335 |
|
Acquisition expense ratios
|
|
|
24.3 |
% |
|
|
24.9 |
% |
|
|
(0.6) points |
|
The increase in acquisition expenses is due primarily to the
increase in net premiums earned in 2005 as compared with 2004.
The resulting acquisition expense ratios are comparable.
Other underwriting expenses for the six months ended
June 30, 2005 and 2004 were $16,285,000 and $10,362,000,
respectively. Other underwriting expenses include costs such as
salaries, rent and like items related to casualty underwriting
operations. The resulting other underwriting expense ratios for
the six months ended June 30, 2005 and 2004 were 4.2% and
3.9%, respectively. The increases in operating costs and
resulting other underwriting expense ratios are due to the
increase in business as well as the allocation of a greater
percentage of common operating and administrative costs to the
Casualty segment due to a decline in the underwriting activity
in the Finite Risk segment.
|
|
|
Year Ended December 31, 2004 as Compared with the
Year Ended December 31, 2003 |
Net premiums written and net premiums earned for the years ended
December 31, 2004 and 2003 were as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Net premiums written
|
|
$ |
677,399 |
|
|
|
474,000 |
|
|
$ |
203,399 |
|
Net premiums earned
|
|
$ |
611,893 |
|
|
|
391,170 |
|
|
$ |
220,723 |
|
The increase in premiums written and earned is due to the growth
in contracts bound in both 2003 and 2004 and rate increases in
certain lines of business in 2004 that together generate net
premiums written in 2004. The Company continues to expand its
treaty participation with existing clients and form new client
relationships. Additionally, in 2004 the Company expanded its
participation in surety and trade credit business. In response
to deteriorating market conditions in 2004 in the directors and
officers liability line of business, the Company has begun to
significantly decrease its involvement in that line. Also,
increases in premiums written were offset by revisions of
estimates of Casualty premiums that resulted in reductions of
net premiums written and earned in 2004 of approximately
$21,000,000 and $14,300,000, respectively, as compared with
similar reductions of net premiums written and earned in 2003 of
$35,300,000 and $16,100,000, respectively. The revisions to
estimates are based on reported premiums from ceding companies
and revised projections of ultimate premiums written under
reinsurance contracts. The net effect on underwriting income of
the revisions of estimates, after related reductions in losses,
LAE and acquisitions expenses, was not significant. The increase
in net premium earned is related to and
52
consistent with the increase in net premiums written and is
affected by changes in the mix of business and the structure of
the underlying reinsurance contracts.
Losses and LAE and the resulting loss ratios for the years ended
December 31, 2004 and 2003 were as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Losses and LAE
|
|
$ |
418,355 |
|
|
|
266,836 |
|
|
$ |
151,519 |
|
Loss and LAE ratios
|
|
|
68.4 |
% |
|
|
68.2 |
% |
|
|
0.2 points |
|
The increase in losses and LAE in 2004 as compared with 2003 is
consistent with the growth in net premiums earned. The resulting
loss and LAE ratios in 2004 and 2003 are comparable.
Improvements in the loss ratio in 2004, due to increased
profitability of the 2004 and 2003 underwriting years over the
2002 underwriting year, were offset by adverse development with
respect to automobile liability reinsurance in the United
Kingdom and losses arising from the partial collapse of the new
airport terminal in Paris, France.
Acquisition expenses and resulting acquisition expense ratios
for the years ended December 31, 2004 and 2003 were as
follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase | |
|
|
2004 | |
|
2003 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
Acquisition expenses
|
|
$ |
151,649 |
|
|
|
101,005 |
|
|
$ |
50,644 |
|
Acquisition expense ratios
|
|
|
24.8 |
% |
|
|
25.8 |
% |
|
|
(1.0) point |
|
The increase in acquisition expenses is due primarily to the
increase in net premiums earned in 2004 as compared with 2003.
The decrease in acquisition expense ratios for the year ended
December 31, 2004 as compared with 2003 is due to changes
in the mix of business toward lines with higher expected loss
ratios and lower acquisition expense ratios.
Other underwriting expenses for the years ended
December 31, 2004 and 2003 were $19,086,000 and
$21,060,000, respectively. The decrease in other underwriting
expenses is due to the reduction of incentive based compensation
in 2004, as well as various non-recurring start-up costs
incurred in 2003. The resulting other underwriting expense
ratios for the years ended December 31, 2004 and 2003 were
3.1% and 5.4%, respectively. The decrease in the ratio in 2004
as compared with 2003 is due to both the increase in net
premiums earned and the decline in other underwriting expenses.
|
|
|
Year Ended December 31, 2003 as Compared with the
Period Ended December 31, 2002 |
Net premiums written and net premiums earned for the year ended
December 31, 2003 and the 2002 Period were as follows ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 | |
|
|
|
|
2003 | |
|
Period | |
|
Increase | |
|
|
| |
|
| |
|
| |
Net premiums written
|
|
$ |
474,000 |
|
|
|
164,929 |
|
|
$ |
309,071 |
|
Net premiums earned
|
|
$ |
391,170 |
|
|
|
39,320 |
|
|
$ |
351,850 |
|
The Companys first complete year of operations was 2003 as
compared with the 2002 Period which represents a two-month
period during which the Company had minimal underwriting
activity. Consequently, net premiums written and net premiums
earned increased by $309,071,000 and $351,850,000, respectively.
Net premiums written in the 2002 Period include $140,386,000 of
premiums assumed from St. Paul under the Quota Share
Retrocession Agreements representing unearned premiums related
to contracts written by St. Paul during the first ten months of
2002. Net premiums written in 2003 reflect a growth in business
underwritten in 2003 over 2002. Premiums written are based
partially on estimates of ultimate premiums from reinsurance
contracts and the estimates are updated quarterly. Net premiums
written in 2003 include a reduction in premiums estimated in the
2002 underwriting year, a
53
portion of which were written and earned by St. Paul Re, that
reduced net premiums written in the Companys Casualty
segment in 2003 by approximately $35,300,000.
Similar to net premiums written, net premiums earned in 2003
represent twelve months of underwriting activity whereas the
2002 Period represents two months. Net premiums earned for 2003
reflect business underwritten in 2003 and 2002 while net
premiums earned in the 2002 Period reflect only business
underwritten in 2002. The reduction, in 2003, of net premiums
written and earned in the 2002 Period resulted in a reduction of
net premiums earned in 2003 of approximately $16,100,000.
Losses and LAE and the resulting loss ratios for the year ended
December 31, 2003 and the 2002 Period were as follows ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 | |
|
Increase | |
|
|
2003 | |
|
Period | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
Losses and LAE
|
|
$ |
266,836 |
|
|
|
29,498 |
|
|
$ |
237,338 |
|
Loss and LAE ratios
|
|
|
68.2 |
% |
|
|
75.0 |
% |
|
|
(6.8) points |
|
The increase in losses and LAE is primarily due to the
comparison of 2003 with twelve months of underwriting operations
to the 2002 Period. The loss ratio on business underwritten in
2003 is lower than the loss ratio for business underwritten in
the 2002 Period primarily due to rate increases achieved during
2003. Losses and LAE in 2003 includes amounts from business
underwritten in 2003 and business underwritten in 2002 while the
2002 Period includes amounts only from business underwritten in
2002. Losses and LAE in 2003 included a reduction in the
estimated liability as of December 31, 2002 of $14,500,000,
of which $13,100,000 relates to the reduction in 2003 of net
premiums written and earned in the 2002 Period. The remaining
$1,400,000 relates to favorable development. The decline in the
loss ratio was further influenced by a shift in the mix of
business toward contracts that have lower loss ratios and higher
expense ratios.
Acquisition expenses and resulting acquisition expense ratios
for the year ended December 31, 2003 and the 2002 Period
were as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 | |
|
|
|
|
2003 | |
|
Period | |
|
Increase | |
|
|
| |
|
| |
|
| |
Acquisition expenses
|
|
$ |
101,005 |
|
|
|
9,269 |
|
|
$ |
91,736 |
|
Acquisition expense ratios
|
|
|
25.8 |
% |
|
|
23.6 |
% |
|
|
2.2 points |
|
The increase in acquisition expenses is due primarily to the
comparison of 2003 with twelve months of underwriting operations
to the 2002 Period. The resulting acquisition expense ratios
reflect a shift in the mix of business and effects of
differences in contract terms and conditions.
Other underwriting expenses for the year ended December 31,
2003 and the 2002 Period were $21,060,000 and $4,136,000,
respectively, and represent costs such as salaries, rent and
like items. The increase is primarily due to the comparison of
2003 with twelve months of operations to the 2002 Period. Other
underwriting expenses in the 2002 Period include one-time
expenses incurred in connection with the completion of the
Initial Public Offering, the formation of the Company and the
assumption of business from St. Paul.
Finite Risk
The Finite Risk operating segment includes principally
structured reinsurance contracts with ceding companies whose
needs may not be met efficiently through traditional reinsurance
products. The classes of risks underwritten through finite risk
contracts are fundamentally the same as the classes covered by
traditional products. Typically, the potential amount of losses
paid is finite or capped. In return for this limit on losses,
there is typically a cap on the potential profit margin
specified in the treaty. Profits above this margin are returned
to the ceding company. The three main categories of finite risk
contracts are quota share, multi-year excess-of-loss and whole
account aggregate stop loss. The ongoing investigations by the
SEC, the office of the Attorney General for the State of New
York and the U.S. Attorney for the
54
Southern District of New York and non-U.S. regulatory
authorities such as the Bermuda Monetary Authority and the U.K.
Financial Services Authority has significantly diminished demand
for finite risk products. This operating segment generated
23.4%, 35.1%, 21.0%, 24.8%, 28.2%, 29.5% and 14.7%, of the
Companys net premiums written for the three and six months
ended June 30, 2005 and 2004, the years ended
December 31, 2004 and 2003 and the 2002 Period,
respectively. For this segment, because of the
inter-relationship between losses and expenses, the Company
believes it is important to evaluate the overall combined ratio,
rather than its component parts of loss and loss adjustment
expense ratios.
|
|
|
Three Months Ended June 30, 2005 as Compared with the
Three Months Ended June 30, 2004 |
Net premiums written and net premiums earned for the three
months ended June 30, 2005 and 2004 were as follows ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase | |
|
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
Net premiums written
|
|
$ |
99,116 |
|
|
|
115,925 |
|
|
$ |
(16,809 |
) |
Net premiums earned
|
|
$ |
92,078 |
|
|
|
78,709 |
|
|
$ |
13,369 |
|
The Finite Risk portfolio consists of a small number of
contracts that can be large in premium size and, consequently,
overall premium volume may vary significantly from year to year.
While net premiums written in 2005 decreased as compared with
2004, net premiums written were impacted by the reclassification
of premiums written relating to the quota share reinsurance
contract referred to in the discussion of the results of the
Casualty segment. During the three months ended March 31,
2004, approximately $17,000,000 of premiums written and
approximately $4,400,000 of net premiums earned related to this
contract was included in the Casualty segment based on the
expected terms and conditions of the contract. After the final
terms and conditions were established, the contract was
subsequently reclassified to the Finite Risk segment. The net
effect of this item on underwriting income, after related
reductions in losses, LAE and acquisition expenses, was not
material. Exclusive of this quota share reinsurance contract,
net premiums written in the Finite Risk segment in 2005 are
comparable with 2004. The mix of finite business has shifted
significantly toward casualty which now represents nearly all of
the net premiums written in the segment. Net premiums written
and earned in 2005 are derived primarily from several casualty
capped quota share contracts underwritten in 2004 and January
2005.
Losses and LAE, acquisition expenses and the resulting ratios
for the three months ended June 30, 2005 and 2004 were as
follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase | |
|
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
Losses and LAE
|
|
$ |
54,822 |
|
|
|
55,101 |
|
|
$ |
(279 |
) |
Loss and LAE ratios
|
|
|
59.5 |
% |
|
|
70.0 |
% |
|
|
(10.5) points |
|
Acquisition expenses
|
|
$ |
26,270 |
|
|
|
15,795 |
|
|
$ |
10,475 |
|
Acquisition expense ratios
|
|
|
28.5 |
% |
|
|
20.1 |
% |
|
|
8.4 points |
|
Losses, LAE and acquisition expenses
|
|
$ |
81,092 |
|
|
|
70,896 |
|
|
$ |
10,196 |
|
Loss, LAE and acquisition expense ratios
|
|
|
88.0 |
% |
|
|
90.1 |
% |
|
|
(2.1) points |
|
The increase in losses, LAE and acquisition expenses in 2005 as
compared with 2004 is due to the increase in net premiums
earned. The decrease in the loss, LAE and acquisition expense
ratio is due to net favorable development which was $6,279,000
or 6.8% of net premiums earned in 2005 as compared to
insignificant net favorable development in 2004. The net
favorable development was partially offset by a shift of
business to finite casualty, which generally has a higher loss,
LAE and acquisition expense ratio than finite property.
Other underwriting expenses for the three months ended
June 30, 2005 and 2004 were $1,333,000 and $2,567,000,
respectively, and represent costs such as salaries, rent and
like items. The decrease in other underwriting expenses is due
to cost reductions in the segment as a result of the decline in
underwriting activity in the segment. In addition, due to the
decline in the volume of underwriting activity in the
55
segment, the percentage of common operating and administrative
costs that are allocated to the segment has also declined.
|
|
|
Six Months Ended June 30, 2005 as Compared with the
Six Months Ended June 30, 2004 |
Net premiums written and net premiums earned for the six months
ended June 30, 2005 and 2004 were as follows ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase | |
|
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
Net premiums written
|
|
$ |
192,197 |
|
|
|
200,772 |
|
|
$ |
(8,575 |
) |
Net premiums earned
|
|
$ |
190,153 |
|
|
|
145,464 |
|
|
$ |
44,689 |
|
The decrease in net premiums written is primarily attributable
to reduced finite accident and health and property business,
substantially offset by an increase in finite casualty business.
Net premium earned is related to current and prior periods
net premiums written and is affected by changes in the mix of
business and the structure of the underlying reinsurance
contracts. The increase in net premiums earned in 2005 as
compared with 2004 is due primarily to growth in net premiums
written in prior years.
Losses and LAE, acquisition expenses and the resulting ratios
for the six months ended June 30, 2005 and 2004 were as
follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase | |
|
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
Losses and LAE
|
|
$ |
114,042 |
|
|
|
73,708 |
|
|
$ |
40,334 |
|
Loss and LAE ratios
|
|
|
60.0 |
% |
|
|
50.7 |
% |
|
|
9.3 points |
|
Acquisition expenses
|
|
$ |
52,328 |
|
|
|
48,128 |
|
|
$ |
4,200 |
|
Acquisition expense ratios
|
|
|
27.5 |
% |
|
|
33.1 |
% |
|
|
(5.6) points |
|
Losses, LAE and acquisition expenses
|
|
$ |
166,370 |
|
|
|
121,836 |
|
|
$ |
44,534 |
|
Loss, LAE and acquisition expense ratios
|
|
|
87.5 |
% |
|
|
83.8 |
% |
|
|
3.7 points |
|
The increase in losses, LAE and acquisition expenses in 2005 as
compared with 2004 is due to the increase in net premiums
earned. Net favorable development impacted losses, LAE and
acquisition expenses and the related ratios in both 2005 and
2004. Net favorable development amounted to $14,497,000
representing 7.6% of net premiums earned in 2005 and $6,466,000
representing 4.4% of net premiums earned in 2004. Exclusive of
net favorable development, the overall loss, LAE and acquisition
expense ratio increased in 2005 as compared with 2004 due to the
shift toward casualty business that generally has a higher
combined ratio.
Other underwriting expenses for the six months ended
June 30, 2005 and 2004 were $2,904,000 and $5,164,000,
respectively, and represent costs such as salaries, rent and
like items. The decrease in other underwriting expenses is due
to cost reductions in the segment as a result of the decline in
underwriting activity in the segment. In addition, due to the
decline in underwriting activity in the segment, the percentage
of common operating and administrative costs that are allocated
to the Finite Risk segment has also declined.
|
|
|
Year Ended December 31, 2004 as Compared with the
Year Ended December 31, 2003 |
Net premiums written and net premiums earned for the years ended
December 31, 2004 and 2003 were as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Net premiums written
|
|
$ |
464,175 |
|
|
|
345,234 |
|
|
$ |
118,941 |
|
Net premiums earned
|
|
$ |
350,907 |
|
|
|
320,801 |
|
|
$ |
30,106 |
|
The increase in net premiums written and net premiums earned is
primarily attributable to several large capped quota share
contracts that were written in 2004. Net premiums earned are
related to current
56
and prior periods net premiums written and are affected by
changes in the mix of business and the structure of the
underlying reinsurance contracts. Net premiums written and
earned also include approximately $13,067,000 of additional
premiums from reinsurance contracts that incurred losses arising
from the Hurricanes.
Losses and LAE, acquisition expenses and the resulting ratios
for the years ended December 31, 2004 and 2003 were as
follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Losses and LAE
|
|
$ |
251,892 |
|
|
|
147,391 |
|
|
$ |
104,501 |
|
Acquisition expenses
|
|
|
99,812 |
|
|
|
98,067 |
|
|
|
1,745 |
|
Losses, LAE and acquisition expenses
|
|
$ |
351,704 |
|
|
|
245,458 |
|
|
$ |
106,246 |
|
Loss, LAE and acquisition expense ratios
|
|
|
100.2 |
% |
|
|
76.5 |
% |
|
|
23.7 points |
|
The increase in losses, LAE and acquisition expenses and the
loss, LAE and acquisition expense ratio in 2004 as compared with
2003 is primarily due to losses of $60,823,000 from the
Hurricanes, partially offset by a reduction in profit
commissions of $10,243,000. There were no catastrophe losses in
2003. In addition, several capped quota share contracts were
written in 2004 that included primarily casualty business as
compared with business written in 2003 that included a higher
percentage of finite property business with lower loss ratios.
Favorable development impacting both losses and LAE and
acquisition expenses occurred in both 2004 and 2003. Net
favorable development in 2004 and 2003 amounted to $9,348,000
and $17,900,000, respectively.
Other underwriting expenses for the years ended
December 31, 2004 and 2003 were $6,224,000 and $12,870,000,
respectively. The decrease in other underwriting expenses is due
to cost reductions in the Finite Risk segment in 2004, the
reduction of incentive based compensation in 2004, as well as
various non-recurring start-up costs incurred in 2003.
|
|
|
Year Ended December 31, 2003 as Compared with the
Period Ended December 31, 2002 |
Net premiums written and net premiums earned for the year ended
December 31, 2003 and the 2002 Period were as follows ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 | |
|
2002 Period | |
|
Increase | |
|
|
| |
|
| |
|
| |
Net premiums written
|
|
$ |
345,234 |
|
|
|
43,844 |
|
|
$ |
301,390 |
|
Net premiums earned
|
|
$ |
320,801 |
|
|
|
24,731 |
|
|
$ |
296,070 |
|
The Companys first complete year of operations was 2003 as
compared with the 2002 Period which represents a two-month
period during which the Company had minimal underwriting
activity. Consequently, net premiums written and net premiums
earned increased by $301,390,000 and $296,070,000, respectively.
The Finite Risk portfolio consists of a small number of
contracts which can be large in premium size and are written on
an intermittent basis. Consequently net premiums written are
expected to vary significantly from year to year. A few
significant finite quota share treaties were underwritten in the
latter part of 2002 and early 2003 that together produced net
premiums written of $220,000,000 in 2003.
Similar to net premiums written, net premiums earned in 2003
includes twelve months of underwriting activity whereas the net
premiums earned in the 2002 Period includes two months. In
addition, net premiums earned are recognized subsequent to net
premiums written. The net premiums earned in 2003 reflect
premiums from contracts underwritten in 2003 and 2002 whereas
the net premiums earned in the 2002 Period only reflects
premiums from contracts underwritten in 2002 as there was no
business underwritten prior to 2002.
57
Losses and LAE, acquisition expenses and the resulting ratios
year ended December 31, 2003 and the 2002 Period were as
follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 | |
|
2002 Period | |
|
Increase | |
|
|
| |
|
| |
|
| |
Losses and LAE
|
|
$ |
147,391 |
|
|
|
9,300 |
|
|
$ |
138,091 |
|
Acquisition expenses
|
|
|
98,067 |
|
|
|
8,407 |
|
|
|
89,660 |
|
Losses, LAE and acquisition expenses
|
|
$ |
245,458 |
|
|
|
17,707 |
|
|
$ |
227,751 |
|
Loss, LAE and acquisition expense ratios
|
|
|
76.5 |
% |
|
|
71.6 |
% |
|
|
4.9 points |
|
The increase in losses and LAE and acquisition expenses is
primarily due to the comparison of 2003 with twelve months of
underwriting operations to the 2002 Period. Both 2003 and the
2002 Period benefited from the absence of any catastrophe
losses. In 2003 there was a significantly greater amount of
finite quota share contracts that had higher loss ratios. The
resulting effect was partially mitigated by favorable
development in 2003 of losses and LAE as of December 31,
2002 of approximately $17,900,000, which includes the effect of
commutations. The increase in acquisition expenses is related to
the increase in net premiums earned in 2003 over the 2002
Period. The ratios reflect the mix of business and effects of
differences in terms and conditions of various contracts.
Other underwriting expenses for the year ended December 31,
2003 and the 2002 Period were $12,870,000 and $2,068,000,
respectively, and represent costs such as salaries, rent and
like items. The increase is due to the comparison of 2003 with
twelve months of operations to the 2002 Period. Other
underwriting expenses in 2002 include one-time expenses incurred
in connection with the completion of the Initial Public
Offering, the formation of the Company and the assumption of
business from St. Paul.
Financial Condition, Liquidity and Capital Resources
Cash and cash equivalents were $409,539,000, $209,897,000 and
$105,461,000 as of June 30, 2005, December 31, 2004
and 2003, respectively. Fixed maturities were $2,722,692,000,
$2,240,202,000 and $1,678,138,000 as of June 30, 2005,
December 31, 2004 and 2003 respectively. Cash and cash
equivalents and the investment portfolio increased due to
positive cash flow from operations, excluding trading securities
activities, which was $372,073,000 for the six months ended
June 30, 2005 and $698,223,000 and $469,168,000 for the
years ended December 31, 2004 and 2003, respectively. The
Companys fixed maturity available-for-sale and trading
portfolios are comprised entirely of publicly traded fixed
maturity investments. The investment portfolio, including cash
and cash equivalents, had a weighted average duration of
3.2 years as of June 30, 2005, 3.6 years as of
December 31, 2004 and 3.7 years as of
December 31, 2003. Management monitors the composition of
the investment portfolio and cash flows from the portfolio to
maintain the liquidity necessary to meet the Companys
obligations. The Company believes it has sufficient cash on hand
to meet its short-term obligations and to maintain the liquidity
necessary for portfolio management.
Certain assets and liabilities associated with underwriting
include significant estimates. Premiums receivable as of
June 30, 2005 of $576,457,000 include $492,826,000 that is
based upon estimates. Premiums receivable as of
December 31, 2004 of $580,048,000 include $530,066,000 that
is based upon estimates. Premiums receivable as of
December 31, 2003 of $487,441,000 include $396,541,000 that
is based upon estimates. Unpaid losses and LAE, as of
June 30, 2005 of $1,559,092,000 includes $1,281,922,000 of
IBNR. Unpaid losses and LAE as of December 31, 2004 of
$1,380,955,000 includes $1,151,500,000 of IBNR. Unpaid losses
and LAE as of December 31, 2003 of $736,934,000 include
$641,743,000 of IBNR. Commissions payable as of June 30,
2005 of $216,459,000 include $187,944,000 that is based upon
estimates. Commissions payable as of December 31, 2004 of
$181,925,000 include $165,050,000 that is based upon estimates.
Commissions payable as of December 31, 2003 of $176,310,000
include $146,637,000 that is based upon estimates. Deferred
acquisition costs and unearned premiums are also based upon
estimates.
58
The consolidated sources of funds of the Company consist
primarily of premiums written, investment income, proceeds from
sales and redemption of investments, losses recovered from
retrocessionaires, and cash and cash equivalents held by the
Company. Net cash flow provided by operations, excluding trading
securities activities, for the six months ended June 30,
2005 was $372,073,000 and was used primarily to acquire
additional investments.
Platinum Holdings is a holding company that conducts no
reinsurance operations of its own. All of its reinsurance
operations are conducted through its wholly owned operating
subsidiaries, Platinum US, Platinum UK and Platinum Bermuda. As
a holding company, the cash flow of Platinum Holdings consists
primarily of dividends, interest and other permissible payments
from its subsidiaries. Platinum Holdings depends on such
payments for general corporate purposes and to meet its
obligations, including the contract adjustment payments related
to the ESUs and the payment of any dividends to its shareholders.
The Company has filed an allocated universal shelf registration
statement with the SEC, which the SEC declared effective on
April 5, 2004. The securities registered under the shelf
registration statement for possible future sales include up to
$750,000,000 of common shares, preferred shares and various
types of debt securities. Common shares held by St. Paul and
RenaissanceRe and common shares issuable upon exercise of
options owned by St. Paul and RenaissanceRe accounts for
$586,381,900 of the $750,000,000 of securities registered under
the registration statement with the remaining $163,618,100
available for securities offerings by the Company. On
June 25, 2004, the Company announced St. Pauls intent
to sell 6,000,000 of the common shares in an underwritten public
offering, which was effected pursuant to a prospectus supplement
to the shelf registration statement dated June 28, 2004 and
completed on June 30, 2004. The 6,000,000 common shares
sold by St. Paul amounted to $177,330,000 of the $750,000,000
securities registered under the shelf registration statement.
The Company did not sell any common shares in the offering and
did not receive any proceeds from the sale of the common shares
by St. Paul.
On September 22, 2005, the Company issued and sold
5,839,286 of the common shares in an underwritten public
offering, which was effected pursuant to a prospectus supplement
to the shelf registration statement. The 5,839,286 common shares
issued and sold by the Company were offered at $28.00 per
share and amounted to $163,500,008 of the $163,618,100
securities registered under the shelf registration statement for
securities offerings by the Company. The Company received net
proceeds from the offering of approximately $161,865,008.
The Company issued the ESUs in November 2002, each of which
consisted of a contract to purchase common shares from the
Company in 2005 (collectively, the Purchase
Contracts) and an ownership interest in a
5.25% Senior Guaranteed Note due 2007 of Platinum Finance.
On August 16, 2005, the Company completed the successful
remarketing of the Senior Notes which had formed a part of the
ESUs through a Rule 144A private offering. Interest on the
Notes was reset to a rate of 6.371% per annum, will accrue
from August 16, 2005 and will be payable semi-annually in
arrears commencing November 16, 2005. The Notes, issued by
Platinum Finance and unconditionally guaranteed by Platinum
Holdings, no longer form a part of the ESUs. During the fourth
quarter of 2005, the Company expects to issue common shares
pursuant to the Purchase Contracts, which is expected to
generate cash proceeds to the Company of approximately
$137,500,000, less fees and expenses associated with the
remarketing.
Pursuant to the Exchange and Registration Rights Agreement
executed in connection with the offering of the Notes, Platinum
Holdings and Platinum Finance have filed with the SEC a
registration statement on Form S-4, of which this
prospectus forms a part, to enable holders to exchange the Notes
for publicly registered Exchange Notes. Platinum Holdings and
Platinum Finance have agreed to (i) use reasonable best
efforts to cause the registration statement to become or be
declared effective within 180 days after the issue date of
the Notes; (ii) use best efforts to commence and complete
the exchange offer within 45 days after the effective date
of the registration statement and keep the exchange offer open
for a period of not less than 30 days after notice is
mailed to holders; and (iii) file a shelf registration
statement for the resale of the Notes if, under the
circumstances specified in the Exchange and Registration Rights
Agreement, Platinum Holdings and Platinum Finance are unable to
effect the
59
exchange offer. If Platinum Holdings and Platinum Finance do not
comply with certain obligations under the Exchange and
Registration Rights Agreement, additional interest shall accrue
at a per annum rate of 0.25% of the aggregate principal amount
of the outstanding Notes during the first 90-day period
following the occurrence of such registration default and at a
per annum rate of 0.50% thereafter for any remaining period
during which a registration default continues.
In May 2005, Platinum Finance issued $250,000,000 aggregate
principal amount of Series A 7.50% Notes in a
transaction exempt from the registration requirements under the
Securities Act. The proceeds of the Series A
7.50% Notes were used primarily to increase the capital of
Platinum Bermuda and Platinum US. On September 27, 2005, we
commenced an exchange offer through which we offered to exchange
the Series A 7.50% Notes for an equal amount of
Series B 7.50% Notes pursuant to a separate
prospectus. Interest at a per annum rate of 7.50% is payable on
the 7.50% Notes on each June 1 and December 1
commencing on December 1, 2005. Platinum Finance may redeem
the 7.50% Notes, at its option, at any time in whole, or
from time to time in part, prior to maturity. The redemption
price will be equal to the greater of: (i) 100 percent
of the principal amount of the 7.50% Notes and
(ii) the sum of the present values of the remaining
scheduled payments of principal and interest, discounted to the
redemption date on a semiannual basis at a comparable treasury
rate plus 50 basis points, plus in each case, interest
accrued but not paid to the date of redemption.
We announced on October 21, 2005 that we have entered into
a three-year $200,000,000 credit agreement with a syndicate of
lenders. The credit agreement consists of a $100,000,000 senior
unsecured credit facility available for revolving borrowings and
letters of credit, and a $100,000,000 senior secured credit
facility available for letters of credit. The revolving line of
credit will be available for the working capital, liquidity and
general corporate requirements of the Company and its
subsidiaries. The credit facility was arranged by Wachovia
Capital Markets, LLC, acting as sole lead arranger and
bookrunner.
We announced on October 21, 2005 that Platinum Holdings and
Platinum Finance have filed an unallocated universal shelf
registration statement with the SEC. Once the universal shelf
registration statement has become effective, Platinum Holdings
and/or Platinum Finance may issue and sell, in one or more
offerings, up to $750 million of debt, equity and other
types of securities or a combination of the above, including
debt securities of Platinum Finance, unconditionally guaranteed
by Platinum Holdings. The universal shelf registration statement
was filed following the utilization of Platinum Holdings
allocated capacity under the existing shelf registration
statement and is intended to provide us with flexibility to take
advantage of financing opportunities when, and if, deemed
appropriate by the Company. To effect any such sales from time
to time, Platinum Holdings and/or Platinum Finance will file one
or more supplements to the prospectus forming a part of such
registration statement, which will provide details of any
proposed offering.
The universal shelf registration statement relating to these
securities has been filed with the SEC but has not yet become
effective. These securities may not be sold, nor may offers to
buy these securities be accepted, prior to the time the
registration statement becomes effective. This statement shall
not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction. A copy of
the prospectus supplement with respect to any offering of these
securities, when available, may be obtained from the underwriter
or underwriters for that offering.
The principal cash requirements of the Company are the payment
of losses and LAE, commissions, brokerages, operating expenses,
dividends to its shareholders, the servicing of debt (including
interest payments on the Notes and the 7.50% Notes of
Platinum Finance and contract adjustment payments on the
Purchase Contracts included in the Companys ESUs), the
acquisition of and investment in businesses, capital
expenditures, premiums retroceded and taxes. The contract
adjustment payments will cease upon issuance of the common
shares in accordance with the Purchase Contracts during 2005.
60
It is increasingly common for our reinsurance contracts to
contain terms that allow ceding companies to cancel the contract
or require collateral to be posted for a portion of our
obligations if the Companys reinsurance subsidiaries are
downgraded below a certain rating level. Whether a client would
exercise this cancellation right would depend, among other
factors, on the reason for such downgrade, the extent of the
downgrade, the prevailing market conditions and the pricing and
availability of replacement reinsurance coverage. Therefore, we
cannot predict in advance the extent to which this cancellation
right would be exercised, if at all, or what effect such
cancellations would have on our financial condition or future
operations, but such effect potentially could be material.
We may from time to time secure our obligations under our
various reinsurance contracts using trusts and letters of
credit. We have entered into agreements with several ceding
companies that require us to provide collateral for our
obligations under certain reinsurance contracts with these
ceding companies under various circumstances, including where
our obligations to these ceding companies exceed negotiated
thresholds. These thresholds may vary depending on our rating
from A.M. Best or other rating agencies and a downgrade of our
ratings or a failure to achieve a certain rating may increase
the amount of collateral we are required to provide. We may
provide the collateral by delivering letters of credit to the
ceding company, depositing assets into trusts for the benefit of
the ceding companies or permitting the ceding companies to
withhold funds that would otherwise be delivered to us under the
reinsurance contract. The amount of collateral we are required
to provide typically represents a portion of the obligations we
may owe the ceding company, often including estimates of IBNR
made by the ceding company. Since we may be required to provide
collateral based on the ceding companys estimate, we may
be obligated to provide collateral that exceeds our estimates of
the ultimate liability to the ceding company.
A.M. Best is generally considered to be a significant rating
agency with respect to the evaluation of insurance and
reinsurance companies. Ratings are used by ceding companies and
reinsurance intermediaries as an important means of assessing
the financial strength and quality of reinsurers. In addition,
the rating of a ceding company may be adversely affected by a
downgrade in the rating of its reinsurer. Therefore, a downgrade
of our rating may dissuade a ceding company from reinsuring with
us and may influence a ceding company to reinsure with a
competitor of ours that has a higher insurance rating.
On March 31, 2005 A.M. Best issued a press release
announcing that it had placed under review with negative
implications the financial strength ratings of A
(Excellent) of Platinum Bermuda, Platinum US and
Platinum UK, that it had downgraded and placed under review
with negative implications the debt rating of the equity
security units issued by Platinum Finance to bbb
from bbb+ and that it had downgraded and placed
under review with negative implications the indicative ratings
assigned to securities available under our shelf registration
statement to bbb from bbb+ on senior
unsecured debt, to bbb- from bbb on
subordinated debt and to bb+ from bbb-
on preferred shares. After completing a plan to increase the
capital of the Companys reinsurance subsidiaries,
including the issuance of the Series A 7.50% Notes,
A.M. Best issued a press release on May 26, 2005,
affirming the financial strength ratings of A
(Excellent) of Platinum Bermuda, Platinum US and
Platinum UK.
The Company does not have a financial strength rating issued by
any rating agency other than A.M. Best. In the future we
may obtain financial strength ratings from other rating
agencies, though we are unable to predict the impact of any such
ratings at this time. The Company has a senior unsecured debt
rating of BBB from Standard & Poors.
The payment of dividends and other distributions from the
Companys regulated reinsurance subsidiaries is limited by
applicable laws and statutory requirements of the jurisdictions
in which the subsidiaries operate, including Bermuda, the United
States and the United Kingdom. Based on the regulatory
restrictions of the applicable jurisdictions, the maximum amount
available for payment of dividends or other distributions by the
reinsurance subsidiaries of the Company in 2005 without prior
regulatory approval is estimated to be $238,338,000. While the
Companys reinsurance subsidiaries could legally pay such
an aggregate amount, management believes that dividends in such
an amount would reduce the capital of its reinsurance
subsidiaries to a level that would result in a downgrade of its
various ratings. Management also believes that
61
Platinum Holdings can receive dividends from its reinsurance
subsidiaries in sufficient amounts necessary to meet the
obligations of Platinum Holdings without risk of a downgrade.
On August 4, 2004, the board of directors of the Company
approved a plan to purchase up to $50,000,000 of its common
shares, of which $40,015,000 remains available under the plan.
Management believes that the cash flow generated by the
operating activities of the Companys subsidiaries will
provide sufficient funds for the Company to meet its expected
liquidity needs over the next twelve months. Beyond the next
twelve months, cash flow available to the Company may be
influenced by a variety of factors, including economic
conditions in general and in the insurance and reinsurance
markets, legal and regulatory changes as well as fluctuations
from year to year in claims experience and the presence or
absence of large catastrophic events. If the Companys
liquidity needs accelerate beyond our ability to fund such
obligations from current operating cash flows, the Company may
need to liquidate a portion of its investment portfolio. The
Companys ability to meet its liquidity needs by selling
investments is subject to the timing and pricing risks inherent
in the capital markets.
Economic Conditions
Periods of moderate economic recession or inflation tend not to
have a significant direct effect on the Companys
underwriting operations. Significant unexpected inflationary or
recessionary periods can, however, impact the Companys
underwriting operations and investment portfolio. Management
considers the potential impact of economic trends in the
estimation process for establishing unpaid losses and LAE.
Capital Expenditures
None of Platinum Holdings, Platinum US, Platinum UK or Platinum
Bermuda has any material commitments for capital expenditures.
Contractual Obligations
The company has the following contractual obligations as of
December 31, 2004 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than | |
|
|
|
|
|
More than | |
Contractual Obligations |
|
Total | |
|
1 Year | |
|
1-3 Years | |
|
3-5 Years | |
|
5 Years | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Equity Security Units(1)
|
|
$ |
137,500 |
|
|
|
137,500 |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
Operating Leases(2)
|
|
|
17,255 |
|
|
|
2,570 |
|
|
|
4,121 |
|
|
|
3,794 |
|
|
|
6,770 |
|
Gross unpaid losses and LAE(3)
|
|
$ |
1,380,955 |
|
|
|
496,189 |
|
|
|
327,172 |
|
|
|
164,267 |
|
|
$ |
393,327 |
|
|
|
(1) |
See note 6 of the notes to the Consolidated Financial
Statements. |
(2) |
See note 11 of the notes to the Consolidated Financial
Statements. |
(3) |
There are generally no stated amounts related to reinsurance
contracts. Both the amounts and timing of future loss and LAE
payments are estimates and subject to the inherent variability
of legal and market conditions affecting the obligations and
make the timing of cash outflows uncertain. The ultimate amount
and timing of unpaid losses and LAE could differ materially from
the amounts in the table above. Further, the gross unpaid losses
and LAE do not represent all of the obligations that will arise
under the contracts, but rather only the estimated liability
incurred through December 31, 2004. There are reinsurance
contracts that have terms extending into 2005 under which
additional obligations will be incurred. |
Off Balance Sheet Arrangements
The Company does not have any arrangements that are not
accounted for or disclosed in the consolidated financial
statements.
Current Outlook
We expect that terms and conditions on most reinsurance treaties
will remain acceptable to reinsurers, while rate level adequacy
will decline thereby reducing expected profitability. Given our
strategy of underwriting for profitability, not market share, a
decline in expected treaty profitability may eventually
62
result in lower net premiums written. We anticipate that our
total net premiums written in 2005 will be approximately the
same as for 2004. If rates deteriorate more quickly than we
anticipate, then our 2005 net premiums written will likely
be lower than the 2004 level.
For the Property and Marine segment, underlying primary rates
are declining at a rapid pace for large commercial properties in
the U.S. and abroad, rendering some proportional business
unattractive in light of the catastrophe risks assumed. The most
notable exception is the Florida property market. Rate increases
in Florida property business as a result of the 2004 hurricanes
were significant. In addition, terms and conditions on
reinsurance contracts have improved making the premium for
Florida property business sufficient for the risk assumed.
Consequently, proportional business written in Florida and the
related exposures to smaller Florida hurricanes and overall
U.S. windstorm losses have increased. We anticipate premium
volume for 2005 that is substantially similar to 2004.
For the Casualty segment, we believe that differences of opinion
between primary insurers and reinsurers regarding the
profitability of casualty business will persist. Accordingly, we
anticipate that well-capitalized primary carriers will retain
more of their business. Although the overall quantity of
casualty reinsurance ceded may decrease in 2005 versus 2004, we
believe that our capitalization and reputation as a lead
casualty reinsurer will allow us to write approximately the same
level of premium for 2005 as for 2004 at acceptable levels of
expected profitability, provided that rate levels do not
deteriorate more rapidly than we anticipate.
In the Finite Risk segment, we expect that the ongoing
investigations by the SEC, the office of the Attorney General
for the State of New York and the U.S. Attorney for the
Southern District of New York and non-U.S. regulatory
authorities such as the Bermuda Monetary Authority and the
U.K. Financial Services Authority will significantly
diminish demand for limited risk transfer products in the short
term. Although we cannot predict the ultimate outcome of these
investigations, we believe that if the buyers and sellers of
these products perceive that the accounting, headline and
regulatory risk has receded, demand will return. Accordingly, we
expect to write less new finite business in 2005 than 2004.
During the three months ended June 30, 2005 we did not
write any new or renewal contracts in our Finite Risk segment.
However, our existing portfolio of finite risk contracts is
expected to generate net premiums earned volume for 2005 that is
substantially the same as for 2004.
Quantitative and Qualitative Disclosures About Market Risk
The Companys principal invested assets are fixed
maturities, which are subject to the risk of potential losses
from adverse changes in market rates and prices and credit risk
resulting from adverse changes in the borrowers ability to
meet its debt service obligations. The Companys strategy
to limit this risk is to place its investments in high quality
credit issues and to limit the amount of credit exposure with
respect to any one issuer or industry. The Company also selects
investments with characteristics such as duration, yield,
currency and liquidity to reflect the underlying characteristics
of related estimated claim liabilities. The Company attempts to
minimize the credit risk by actively monitoring the portfolio
and requiring a minimum average credit rating for its portfolio
of A2 as defined by Moodys Investor Service. As of
June 30, 2005, the portfolio has a dollar weighted average
rating of Aa2.
The Company has other receivable amounts subject to credit risk.
The most significant of these are reinsurance premiums
receivable from ceding companies. To mitigate credit risk
related to premium receivables, we have established standards
for ceding companies and, in most cases, have a contractual
right of offset thereby allowing the Company to settle claims
net of any premium receivable. While management does not
consider credit risk related to amounts recoverable from
retrocessionaires to be material as of June 30, 2005, we
consider the financial strength of retrocessionaires when
determining whether to purchase coverage from them.
Retrocessional coverage is generally obtained from companies
rated A or better by A.M. Best unless the
retrocessionaires obligations are fully collateralized.
For exposures where losses become known and are paid in a
relatively short period of time, we may obtain retrocessional
coverage from companies rated A- or better by
A.M. Best. The financial performance and rating status of
all material retrocessionaires is routinely monitored.
63
In accordance with industry practice, the Company frequently
pays amounts in respect of claims under contracts to reinsurance
brokers, for payment over to the ceding companies. In the event
that a broker fails to make such a payment, depending on the
jurisdiction, the Company may remain liable to the ceding
company for the payment. Further, in certain jurisdictions, when
premiums for such contracts are paid to reinsurance brokers for
payment over to the Company, such premiums will be deemed to
have been paid and the ceding company will no longer be liable
to the Company for those amounts whether or not actually
received by the Company. Consequently, the Company assumes a
degree of credit risk associated with its brokers during the
payment process. To mitigate credit risk related to reinsurance
brokers, the Company has established guidelines for brokers and
intermediaries.
The Company is exposed to fluctuations in interest rates.
Movements in rates can result in changes in the market value of
our fixed income portfolio and can cause changes in the actual
timing of receipt of certain principal payments. Rising interest
rates result in a decline in the market value of our fixed
income portfolio and can expose our portfolio, in particular our
mortgage backed securities, to extension risk. Conversely, a
decline in interest rates will result in a rise in the market
value of our fixed income portfolio and can expose our
portfolio, in particular our mortgage-backed securities, to
prepayment risk. The aggregate hypothetical impact on our fixed
income portfolio, generated from an immediate parallel shift in
the treasury yield curve, as of June 30, 2005 is
approximately as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Shift in Basis Points | |
|
|
| |
|
|
- 100 bp | |
|
- 50 bp | |
|
Current | |
|
+ 50 bp | |
|
+ 100 bp | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Total market value
|
|
$ |
2,819,694 |
|
|
|
2,771,576 |
|
|
|
2,722,692 |
|
|
|
2,673,066 |
|
|
$ |
2,623,055 |
|
Percent change in market value
|
|
|
3.6 |
% |
|
|
1.8 |
% |
|
|
|
|
|
|
(1.8 |
)% |
|
|
(3.7 |
)% |
Resulting unrealized appreciation/ (depreciation)
|
|
$ |
107,332 |
|
|
|
59,214 |
|
|
|
10,330 |
|
|
|
(39,296 |
) |
|
$ |
(89,307 |
) |
The Company writes business on a worldwide basis. Consequently,
the Companys principal exposure to foreign currency risk
is its transaction of business in foreign currencies. Changes in
foreign currency exchange rates can impact revenues, costs,
receivables and liabilities, as measured in the
U.S. dollar, our financial reporting currency. The Company
seeks to minimize its exposure to its largest foreign currency
risks by holding invested assets denominated in foreign
currencies to offset liabilities denominated in foreign
currencies. The Company measures its liabilities, including
those denominated in foreign currencies, on a quarterly basis.
The timing of the evaluation and determination of foreign
currency denominated liabilities and the investment of assets in
the same foreign currency also presents an element of foreign
currency risk.
The following table presents the carrying amounts and estimated
fair values of the Companys financial instruments as of
June 30, 2005 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Carrying | |
|
|
|
|
Amount | |
|
Fair Value | |
|
|
| |
|
| |
Financial assets:
|
|
|
|
|
|
|
|
|
|
Fixed maturities
|
|
$ |
2,722,692 |
|
|
$ |
2,722,692 |
|
|
Other invested asset
|
|
|
6,000 |
|
|
|
6,000 |
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
Debt obligations
|
|
$ |
387,500 |
|
|
$ |
412,855 |
|
The fair value of fixed maturities is based on quoted market
prices at the reporting date for those or similar investments.
The fair values of debt obligations are based on quoted market
prices. Other invested asset represents a strategic investment
in a non-public reinsurance company and is carried at estimated
fair value.
64
BUSINESS
Industry Overview
Reinsurance is an arrangement in which an insurance company,
referred to as the reinsurer, agrees to assume from another
insurance company, referred to as the ceding company, all or a
portion of the insurance risks that the ceding company has
underwritten under one or more insurance policies. In return,
the reinsurer receives a premium for the risks that it assumes
from the ceding company. Reinsurance, however, does not
discharge the ceding company from its liabilities to
policyholders. Reinsurance can provide ceding companies with
three principal benefits: a reduction in net liability on
individual risks, catastrophe protection from large or multiple
losses and assistance in maintaining acceptable financial
ratios. Reinsurance also provides a ceding company with
additional underwriting capacity by permitting it to accept
larger risks or write more business than would be possible
without an accompanying increase in capital.
Reinsurance is typically classified into two categories based on
the underlying insurance coverage: property and casualty
reinsurance and life and annuity reinsurance.
|
|
|
Property And Casualty Reinsurance |
We write property and casualty reinsurance. Property reinsurance
protects a ceding company against financial loss arising out of
damage to property or loss of its use caused by an insured
peril. Examples of property reinsurance are property catastrophe
and property per-risk coverages. Property catastrophe
reinsurance protects a ceding company against losses arising out
of multiple claims for a single event while property per-risk
reinsurance protects a ceding company against loss arising out
of a single claim for a single event.
Casualty reinsurance protects a ceding company against financial
loss arising out of the obligation to others for loss or damage
to persons or property. Examples of casualty reinsurance are
general and automobile liability, professional liability,
workers compensation, accident and health, surety and
trade credit coverages.
Although property reinsurance involves a high degree of
volatility, property reinsurance claims are generally reported
soon after the event giving rise to the claim and tend to be
assessed and paid relatively expeditiously. In comparison, there
tends to be a greater time lag between the occurrence, reporting
and payment of casualty reinsurance claims.
|
|
|
Life and Annuity Reinsurance |
We do not currently write any life or annuity reinsurance
although we may do so in the future. Life reinsurance provides
coverage with respect to individual and group life risks to
primary life insurers. Annuity reinsurance provides coverage to
insurers who issue annuity contracts to consumers who seek to
accumulate personal wealth or as protection against outliving
their financial resources. We may write this business through
treaty arrangements.
|
|
|
Excess-of-loss and Proportional Reinsurance |
Reinsurance can be written on either an excess-of-loss basis or
a pro rata, or proportional, basis. In the case of
excess-of-loss reinsurance, the reinsurer assumes all or a
specified portion of the ceding companys risks in excess
of a specified claim amount, referred to as the ceding
companys retention or the reinsurers attachment
point, subject to a negotiated reinsurance contract limit. For
example, property catastrophe excess-of-loss reinsurance
provides coverage to a ceding company when its aggregate claims,
arising from a single occurrence during a covered period, such
as a hurricane or an earthquake, exceed the
65
attachment point specified in the reinsurance contract. Other
forms of excess-of-loss reinsurance respond when each single
claim exceeds the ceding companys retention. Premiums for
excess-of-loss reinsurance may be either a specified dollar
amount or a percentage of the premium charged by the ceding
company.
Excess-of-loss contracts can help reinsurers manage their
underwriting risk by increasing their ability to determine
reinsurance premiums at specific retention levels, independent
of the premiums charged by primary insurers, and based upon
their own underwriting assumptions. Also, because primary
insurers typically retain a larger loss exposure under
excess-of-loss contracts, we believe that they have a greater
incentive to underwrite risks and adjust losses in a prudent
manner. In the case of proportional reinsurance, the reinsurer
assumes a predetermined portion of the ceding companys
risks under the covered primary insurance contract or contracts.
The frequency of claims under a proportional contract is usually
greater than under an excess-of-loss contract, since the
reinsurer shares proportionally in all losses. Premiums for
proportional reinsurance are typically a predetermined portion
of the premiums the ceding company receives from its insureds.
|
|
|
Treaty and Facultative Reinsurance |
Reinsurance can be written either through treaty or facultative
reinsurance arrangements. In treaty reinsurance, the ceding
company cedes, and the reinsurer assumes, a specified portion of
a type or category of risks insured by the ceding company. In
facultative reinsurance, the ceding company cedes, and the
reinsurer assumes, all or part of a specific risk or risks.
Substantially all of the reinsurance that we underwrite is on a
treaty basis. We underwrite facultative reinsurance in limited
and opportunistic circumstances.
Generally, treaty reinsurers do not separately evaluate each of
the individual risks assumed under their treaties and are
largely dependent on the original risk underwriting decisions
made by the ceding companys underwriters. Accordingly,
reinsurers will carefully evaluate the ceding companys
risk management and underwriting practices, as well as claims
settlement practices and procedures, in deciding whether to
provide treaty reinsurance and in appropriately pricing the
treaty.
Generally, reinsurers who provide facultative reinsurance do so
separately from their treaty operations. Facultative reinsurance
is normally purchased by ceding companies for risks not covered
by their reinsurance treaties, for amounts in excess of the
claims limits of their reinsurance treaties and for unusual and
complex risks. In addition, facultative reinsurance often
provides coverages for relatively large exposures, which may
result in greater potential claims volatility. Facultative
reinsurance typically has higher underwriting and other expenses
than treaty reinsurance because each risk is individually
underwritten and administered.
Finite reinsurance, often referred to as non-traditional
reinsurance, includes principally structured reinsurance
contracts with ceding companies whose needs may not be met
efficiently through traditional reinsurance products. The
classes of risks underwritten through finite risk contracts are
fundamentally the same as the classes covered by traditional
products. Typically, the potential amount of losses paid is
finite or capped. In return for this limit on losses, there is
typically a cap on the potential profit margin specified in the
treaty. Profits above this margin are returned to the ceding
company.
Broker and Direct Reinsurance
Reinsurance can be written through reinsurance brokers or
directly with ceding companies. We believe that a ceding
companys decision to select either the broker market or
the direct market is influenced by various factors including,
among others, market capacity, market competition, the value of
the brokers advocacy on the ceding companys behalf,
the spread of risk, flexibility in the terms and conditions, the
ability to efficiently compare the analysis and quotes of
several reinsurers, the speed of a reinsurance placement, the
historical relationship with the reinsurer and the efficiency of
claims settlement with respect to a coverage.
66
We underwrite substantially all of our reinsurance through
brokers, as we believe that the use of reinsurance brokers
enables us to operate on a more cost-effective basis and to
maintain the flexibility to enter and exit reinsurance lines in
a quick and efficient manner. We believe that brokers are
particularly useful in assisting with placements of
excess-of-loss reinsurance programs.
Retrocession
Reinsurers typically purchase reinsurance to reduce their own
risk exposure. Reinsurance of a reinsurers risks is called
retrocession. Reinsurance companies cede risks under
retrocessional agreements to other reinsurers, known as
retrocessionaires, for reasons that include reducing liability
on individual risks, protecting against catastrophic losses,
stabilizing financial ratios and obtaining additional
underwriting capacity. We purchase and issue retrocessional
contracts.
Our Business
Platinum Holdings is a Bermuda holding company organized in
2002. We provide property and marine, casualty and finite risk
reinsurance coverages, through reinsurance intermediaries, to a
diverse clientele of insurers and select reinsurers on a
worldwide basis. We operate through three licensed reinsurance
subsidiaries: Platinum US, Platinum Bermuda and Platinum UK.
Platinum UK and Platinum Bermuda were formed in 2002 and have no
prior operating history or loss reserves subject to development
prior to January 1, 2002. Platinum US had been an inactive
licensed insurance company with no underwriting activity prior
to January 1, 2002. Platinum Ireland has no business
operations other than activity necessary to maintain its
corporate existence and its ownership of Platinum Finance and
Platinum UK. Platinum Finances activities have generally
been limited to raising funds for Platinum US through the
issuance of the Notes being exchanged for Exchange Notes hereby
and the issuance of the Series A 7.50% Notes of
Platinum Finance which we are now offering holders the
opportunity to exchange for an equal amount of Series B
7.50% Notes pursuant to a separate prospectus. Platinum
Administrative Services, Inc.s activities are limited to
providing administrative services to the
67
Company, including legal, finance, actuarial, information
technology and human resources services. The following chart
summarizes our corporate structure:
Our goal is to achieve attractive long-term returns for our
shareholders, while establishing Platinum as a disciplined risk
manager and market leader in selected classes of property and
casualty reinsurance, through the following strategies:
|
|
|
|
|
Operate as a Multi-Class Reinsurer. We seek to offer
a broad range of reinsurance coverage to our ceding companies.
We believe that this approach enables us to more effectively
serve our clients, diversify our risk and leverage our capital. |
|
|
|
Focus on profitability, not market share. Our management
team pursues a strategy that emphasizes profitability rather
than market share. Key elements of this strategy are prudent
risk selection, appropriate pricing and adjustment of our
business mix to respond to changing market conditions. |
|
|
|
Exercise disciplined underwriting and risk management. We
exercise underwriting and risk management discipline by
(i) maintaining a diverse spread of risk in our book of
business across product lines and geographic zones,
(ii) emphasizing excess-of-loss contracts over proportional
contracts, (iii) managing our aggregate catastrophe
exposure through the application of sophisticated property
catastrophe modeling tools and (iv) monitoring our
accumulating exposures on our non-property catastrophe exposed
coverages. |
|
|
|
Operate from a position of financial strength. As of
June 30, 2005, we had a total capitalization of
$1,660,228,000. Our capital position is unencumbered by any
potential adverse development of unpaid losses for business
written prior to January 1, 2002. Our investment strategy
focuses on |
68
|
|
|
|
|
security and stability in our investment portfolio by
maintaining a diversified portfolio that consists primarily of
investment grade fixed-income securities. We believe these
factors, combined with our strict underwriting discipline, allow
us to maintain our strong financial position and to be
opportunistic when market conditions are most attractive. |
Operating Segments
We have organized our worldwide reinsurance business around the
following three operating segments: Property and Marine,
Casualty and Finite Risk. In each of our operating segments, we
offer our reinsurance products to providers of commercial and
personal lines of insurance. The following table sets forth the
net premiums written by the Company for the years ended
December 31, 2004 and 2003 and the two-month period ended
December 31, 2002 by operating segment and by type of
reinsurance ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, | |
|
|
|
|
|
|
| |
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 Period | |
|
|
| |
|
| |
|
| |
Property and Marine
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess-of-loss
|
|
$ |
366,184 |
|
|
|
22 |
% |
|
|
224,715 |
|
|
|
19 |
% |
|
$ |
56,549 |
|
|
|
19 |
% |
|
Proportional
|
|
|
138,255 |
|
|
|
8 |
% |
|
|
128,193 |
|
|
|
11 |
% |
|
|
32,792 |
|
|
|
11 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Property and Marine
|
|
|
504,439 |
|
|
|
30 |
% |
|
|
352,908 |
|
|
|
30 |
% |
|
|
89,341 |
|
|
|
30 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casualty
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess-of-loss
|
|
|
593,752 |
|
|
|
37 |
% |
|
|
389,992 |
|
|
|
33 |
% |
|
|
155,377 |
|
|
|
52 |
% |
|
Proportional
|
|
|
83,647 |
|
|
|
5 |
% |
|
|
84,008 |
|
|
|
7 |
% |
|
|
9,552 |
|
|
|
3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Casualty
|
|
|
677,399 |
|
|
|
42 |
% |
|
|
474,000 |
|
|
|
40 |
% |
|
|
164,929 |
|
|
|
55 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finite Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess-of-loss
|
|
|
270,629 |
|
|
|
16 |
% |
|
|
250,634 |
|
|
|
22 |
% |
|
|
43,844 |
|
|
|
15 |
% |
|
Proportional
|
|
|
193,546 |
|
|
|
12 |
% |
|
|
94,600 |
|
|
|
8 |
% |
|
|
|
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Finite Risk
|
|
|
464,175 |
|
|
|
28 |
% |
|
|
345,234 |
|
|
|
30 |
% |
|
|
43,844 |
|
|
|
15 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess-of-loss
|
|
|
1,230,565 |
|
|
|
75 |
% |
|
|
865,341 |
|
|
|
74 |
% |
|
|
255,770 |
|
|
|
86 |
% |
|
Proportional
|
|
|
415,448 |
|
|
|
25 |
% |
|
|
306,801 |
|
|
|
26 |
% |
|
|
42,344 |
|
|
|
14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,646,013 |
|
|
|
100 |
% |
|
|
1,172,142 |
|
|
|
100 |
% |
|
$ |
298,114 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69
The following table sets forth the net premiums written by the
Company for years ended December 31, 2004 and 2003 and the
two-month period ended December 31, 2002 by operating
segment and by geographic location of the ceding company ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, | |
|
|
|
|
|
|
| |
|
|
|
|
2004 | |
|
|
|
2003 | |
|
|
|
2002 Period | |
|
|
| |
|
|
|
| |
|
|
|
| |
Property and Marine
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$ |
320,506 |
|
|
|
19 |
% |
|
|
211,324 |
|
|
|
18 |
% |
|
$ |
37,523 |
|
|
|
13 |
% |
|
International
|
|
|
183,933 |
|
|
|
11 |
% |
|
|
141,584 |
|
|
|
12 |
% |
|
|
51,818 |
|
|
|
17 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Property and Marine
|
|
|
504,439 |
|
|
|
30 |
% |
|
|
352,908 |
|
|
|
30 |
% |
|
|
89,341 |
|
|
|
30 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casualty
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
|
601,878 |
|
|
|
37 |
% |
|
|
436,789 |
|
|
|
37 |
% |
|
|
87,412 |
|
|
|
29 |
% |
|
International
|
|
|
75,521 |
|
|
|
5 |
% |
|
|
37,211 |
|
|
|
3 |
% |
|
|
77,517 |
|
|
|
26 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Casualty
|
|
|
677,399 |
|
|
|
42 |
% |
|
|
474,000 |
|
|
|
40 |
% |
|
|
164,929 |
|
|
|
55 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finite Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
|
428,024 |
|
|
|
26 |
% |
|
|
264,473 |
|
|
|
23 |
% |
|
|
28,937 |
|
|
|
10 |
% |
|
International
|
|
|
36,151 |
|
|
|
2 |
% |
|
|
80,761 |
|
|
|
7 |
% |
|
|
14,907 |
|
|
|
5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Finite Risk
|
|
|
464,175 |
|
|
|
28 |
% |
|
|
345,234 |
|
|
|
30 |
% |
|
|
43,844 |
|
|
|
15 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
|
1,350,408 |
|
|
|
82 |
% |
|
|
912,586 |
|
|
|
78 |
% |
|
|
153,872 |
|
|
|
52 |
% |
|
International
|
|
|
295,605 |
|
|
|
18 |
% |
|
|
259,556 |
|
|
|
22 |
% |
|
|
144,242 |
|
|
|
48 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,646,013 |
|
|
|
100 |
% |
|
|
1,172,142 |
|
|
|
100 |
% |
|
$ |
298,114 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Property and Marine operating segment includes principally
property and marine reinsurance coverages that are written in
the United States and international markets. This business
includes property per-risk excess-of-loss treaties, proportional
treaties and catastrophe excess-of-loss reinsurance treaties. We
write a limited amount of other types of reinsurance on an
opportunistic basis. We employ underwriters and actuaries with
expertise in each of the following areas:
|
|
|
|
|
Property. We provide reinsurance coverage for damage to
property and crops. Our catastrophe excess-of-loss reinsurance
contracts provide a defined limit of liability, permitting us to
quantify our aggregate maximum loss exposure for various
catastrophe events. Quantification of loss exposure is
fundamental to our ability to manage our loss exposure through
geographical zone limits and program limits. In addition, when
our pricing standards are met, we write other property
coverages, including per-risk excess-of-loss or proportional
treaties. We have also entered into an agreement with an
underwriting manager to underwrite property facultative and
program reinsurance risks. |
|
|
|
Marine. We provide reinsurance coverage for marine and
offshore energy insurance programs. Coverages reinsured include
hull damage, protection and indemnity, cargo damage, satellite
damage and general marine liability. Within Marine, we also
write commercial and general aviation reinsurance. Marine
reinsurance treaties include excess-of-loss as well as
proportional treaties. We emphasize excess-of-loss treaties that
allow our evaluation using experience and exposure pricing
models. |
The Casualty operating segment includes principally reinsurance
treaties that cover umbrella liability, general and product
liability, professional liability, directors and officers
liability, workers compensation,
70
casualty clash, automobile liability, surety and trade credit.
This segment also includes accident and health reinsurance
treaties, which are predominantly reinsurance of health
insurance products. We generally write casualty reinsurance on
an excess-of-loss basis. Most frequently, we respond to claims
on an individual risk basis, providing coverage when a claim for
a single, original insured reaches our attachment point. We
write some excess-of-loss treaties on an occurrence basis that
respond when all of a ceding companys claims from multiple
original insureds arising from a single claims event exceed our
attachment point. On an opportunistic basis, we may write
proportional treaties.
We seek reinsurance treaties covering established books of
insurance products where we believe that past experience permits
a reasonable estimation of the reinsurance premium adequacy. We
underwrite new exposures selectively and only after a
comprehensive evaluation of the risk being reinsured and the
capabilities of the ceding company. We employ underwriters and
pricing actuaries with expertise in each of the following areas:
|
|
|
|
|
Umbrella Liability. An umbrella policy is an excess
insurance policy that provides coverage, typically for general
liability or automobile liability, when claims, individually or
in the aggregate, exceed the limit of the original policy
underlying the excess policy. A claim must exceed the limit of
some underlying policy for the claim to be considered under an
umbrella policy. We primarily reinsure commercial umbrella
liability policies. |
|
|
|
General and Product Liability. We provide reinsurance of
third party liability coverages for commercial and personal
insureds. We provide, predominantly on an excess-of-loss basis,
various coverages of both small and large companies, including
commercial, farmowners and homeowners policies as well as third
party liability coverages such as product liability. |
|
|
|
Professional Liability. We write reinsurance treaties for
professional liability programs, including directors and
officers, employment practices liability, and errors and
omissions for professionals such as lawyers, medical
professionals, architects, engineers and other professionals. In
most circumstances, the underlying insurance products for these
lines of business are written on a claims made basis, which
requires claims related to the liabilities insured under the
policy to be submitted to the insurer during a specified
coverage period. |
|
|
|
Accident and Health. We provide accident and health
reinsurance, often in the form of quota share reinsurance of a
ceding company writing aggregate and per-person stop loss
coverage of self-insured employer medical plans. We also write
reinsurance of first dollar health insurance, student health
insurance, Medicare and Medicare supplement, and other forms of
accident and health insurance. |
|
|
|
Workers Compensation. We reinsure workers
compensation on a catastrophic basis as well as on a
per-claimant basis. We may provide full statutory coverage or
coverage that is subject to specific carve-outs. Our predominant
exposure to workers compensation would generally arise
from a single claims occurrence, such as a factory explosion,
involving more than one claimant. |
|
|
|
Casualty Clash. Casualty clash reinsurance responds to
claims arising from a single set of circumstances covered by
more than one insurance policy or multiple claimants on one
policy. This type of reinsurance is analogous to property
catastrophe reinsurance, but written for casualty lines of
business. Our casualty clash treaties are generally
excess-of-loss contracts with both occurrence limits and
aggregate limits. |
|
|
|
Automobile Liability. Automobile insurance policies
provide first party coverage for damage to the insureds
vehicle and third party coverage for the insureds
liability to other parties for injuries and for damage to their
property due to the use of the insured vehicle. These insurance
policies may also provide coverage for uninsured motorists and
medical payments. We generally reinsure automobile liability on
an excess-of-loss basis, generally for claims greater than
$100,000. Our predominant exposure arises from third party
liability claims and the related legal defense costs. |
71
|
|
|
|
|
Surety. Our surety business relates to the reinsurance of
risks associated with commercial and contract surety bonds
issued to third parties to guarantee the performance of an
obligation by the principal under the bond. Commercial bonds
guarantee the performance of compliance obligations arising out
of regulatory or statutory requirements. Contract bonds
guarantee the performance of contractual obligations between two
parties and include payment and performance bonds. The majority
of our surety treaties are written on an excess-of-loss basis
with an aggregate limit. |
|
|
|
Trade Credit. Trade credit insurance is purchased by
companies to ensure that invoices for goods and services
provided to their customers are paid on time. Our trade credit
coverages provide reinsurance for financial losses sustained
through the failure of an insureds customers to pay for
goods or services supplied to them. We reinsure trade credit
both on a proportional and an excess-of-loss basis. |
The Finite Risk operating segment includes principally
structured reinsurance contracts with ceding companies whose
needs may not be met efficiently through traditional reinsurance
products. The classes of risks underwritten through finite risk
contracts are fundamentally the same as the classes covered by
traditional products. Typically, the potential amount of losses
paid is finite or capped. In return for this limit on losses,
there is typically a cap on the potential profit margin
specified in the treaty. Profits above this margin are returned
to the ceding company. Thus, this type of coverage typically is
less expensive for ceding companies. The finite risk contracts
that we underwrite generally provide prospective protections,
meaning coverage is provided for losses that are incurred after
inception of the contract, as contrasted with retrospective
coverage which covers losses that are incurred prior to
inception of the contract. The three main categories of finite
risk contracts are quota share, multi-year excess-of-loss and
whole account aggregate stop loss:
|
|
|
|
|
Finite quota share. Under finite quota share reinsurance
contracts, the reinsurer agrees to indemnify a ceding company
for a percentage of its losses up to an aggregate maximum or cap
in return for a percentage of the ceding companys premium,
less a ceding commission. The expected benefit to the ceding
company provided by finite quota share reinsurance is a sharing
of losses with the reinsurer and increased underwriting capacity
of the ceding company. These contracts often provide broad
protection and may cover multiple classes of a ceding
companys business. Unlike a typical traditional quota
share reinsurance agreement, these contracts often provide for
profit commissions which take into account investment income for
purposes of calculating the reinsurers profit on business
ceded. Unlike traditional quota share reinsurance agreements,
finite quota share contracts are often written on a funds
withheld basis, meaning the parties agree that funds that would
normally be remitted to a reinsurer are withheld by the ceding
company. |
|
|
|
Multi-year excess-of-loss. These reinsurance contracts
often complement ceding companies traditional
excess-of-loss reinsurance programs. This type of contract often
carries an up-front premium plus additional premiums which are
dependent on the magnitude of losses claimed by the ceding
company under the contract. The expected benefit to the ceding
company on multi-year excess-of-loss reinsurance is that the
ceding company has the ability to negotiate specific terms and
conditions that remain applicable over multiple years of
coverage. These contracts may cover multiple classes of a ceding
companys business and typically provide the benefit of
reducing the impact of large losses on a ceding companys
underwriting results. In general, these contracts are designed
so that the ceding company funds the expected level of loss
activity over the multi-year period. The reinsurer incorporates
a profit margin to cover its costs and the risk that losses are
worse than expected. The payment of premiums based on the
magnitude of losses claimed is intended to benefit the ceding
company by linking its own loss experience to the actual cost of
reinsurance over time. The multiple year term and premium
structure of multi-year excess-of-loss reinsurance contracts are
not typically found in traditional reinsurance contracts. |
72
|
|
|
|
|
Whole account aggregate stop loss. Aggregate stop loss
reinsurance contracts provide broad protection against a wide
range of contingencies that are difficult to address with
traditional reinsurance, including the inadequate pricing by a
ceding company or higher frequency of claims than the ceding
company expected. The reinsurer on a whole account aggregate
stop loss contract agrees to indemnify a ceding company for
aggregate losses in excess of a deductible specified in the
contract. These contracts can be offered on a single or
multi-year basis, and may provide catastrophic and attritional
loss protection. The benefit of whole account aggregate stop
loss contracts to ceding companies is that such contracts
provide the broadest possible protection of a ceding
companys underwriting results which is not generally
available in the traditional reinsurance market. Unlike
traditional reinsurance contracts, these contracts often contain
sub-limits of coverage for losses on certain classes of business
or exposures. These contracts are often written on a funds
withheld basis. In addition, these contracts often include
provisions for profit commissions which take into account
investment income for purposes of calculating the
reinsurers profit on business ceded. |
Marketing
We market our reinsurance products worldwide through our
underwriting offices and non-exclusive relationships with the
leading reinsurance brokers active in the U.S. and
non-U.S. markets.
Based on in-force premiums written by the Company at
December 31, 2004, the five brokers from which we derived
the largest portions of our business (with the approximate
percentage of business derived from such brokers and their
affiliates) are Benfield Blanch Inc. (28%), Marsh &
McLennan Companies (25%), Aon Corporation (16%), Willis Group
Holdings (8%) and Towers Perrin (7%). The loss of business
relationships with any of these top five brokers could have a
material adverse effect on our business.
In addition to their role as intermediaries in placing risk,
brokers perform data collection, contract preparation and other
administrative tasks. We believe that by relying largely on
reinsurance brokers we are able to avoid the expense and
regulatory complications of a worldwide network of offices,
thereby minimizing fixed costs associated with marketing
activities. We believe that by maintaining close relationships
with brokers we are able to obtain access to a broad range of
potential ceding companies.
Underwriting and Risk Management
Our disciplined approach to underwriting and risk management
emphasizes profitability rather than premium volume or market
share.
We seek to limit our overall exposure to risk by limiting the
amount of reinsurance we write by geographic zone, by peril and
by type of program or contract. Our risk management uses a
variety of means, including the use of contract terms,
diversification criteria, probability analysis and analysis of
comparable historical loss experience. We estimate the impact of
certain catastrophic events using catastrophe modeling software
and contract information to evaluate our exposure to losses from
individual contracts and in the aggregate.
For catastrophe coverages exposed to natural perils, we measure
our exposure to aggregate catastrophe claims using a catastrophe
computer model that analyzes the effect of wind speed and
earthquakes on the property values within our portfolio. We seek
to limit the amount of capital that we can potentially lose from
a severe catastrophe event, however there can be no assurance
that we will successfully limit actual losses from such a
catastrophe event. We also monitor our exposures from
non-natural peril catastrophe exposed accumulating risks,
including surety, umbrella liability, directors and officers
liability, trade credit and terrorism reinsurance.
Many of our reinsurance contracts do not contain an aggregate
loss limit or a loss ratio limit, which means that there is no
contractual limit to the number of claims that we may be
required to pay pursuant to such reinsurance contracts. However,
substantially all of our property reinsurance contracts with
natural
73
catastrophe exposure have occurrence limits that limit our
exposure. In addition, substantially all of our high layer
property, casualty and marine excess-of-loss contracts contain
aggregate loss limits. Our actuaries and underwriters work
together to establish appropriate pricing models for these
purposes.
In connection with the review of any program proposal, we
consider the quality of the ceding company, including the
experience and reputation of its management, its capital and its
risk management strategy. In addition, we seek to obtain
information on the nature of the perils to be included and, in
the case of natural peril catastrophe exposures, aggregate
information as to the location or locations of the risks covered
under the reinsurance contract. We request information on the
ceding companys loss history for the perils proposed to be
reinsured, together with relevant underwriting considerations,
which would impact exposures to reinsurers. If the program meets
all these initial underwriting criteria, we then evaluate the
proposal in terms of its risk/ reward profile to assess the
adequacy of the proposed pricing and its potential impact on our
overall return on capital.
We use sophisticated modeling techniques to measure and estimate
loss exposure under both simulated and actual loss scenarios and
in comparing exposure portfolios to both single and multiple
events. We take an active role in the evaluation of commercial
catastrophe exposure models, which form the basis for our own
proprietary pricing models. These computer-based loss modeling
systems primarily utilize direct exposure information obtained
from our clients in addition to independent external data,
including data compiled by A.M. Best, to assess each
clients potential for catastrophe losses. We believe that
modeling is an important part of the underwriting process for
catastrophe exposure pricing. Our client base may also use one
or more of the various modeling consulting firms in their
exposure management analysis. We also have access to the
historical loss experience of St. Paul Re to assist us
in pricing individual treaties and overall lines of business.
In 2002, we entered into a five-year Services and Capacity
Reservation Agreement with RenaissanceRe, pursuant to which
RenaissanceRe provides consulting services to us in connection
with our property catastrophe book of business. No more than
twice per year, at our request, RenaissanceRe analyzes our
property catastrophe treaties and contracts and assists us in
measuring risk and managing our aggregate catastrophe exposures.
Risk Diversification
In addition to the strategies described above to manage our
risks, we seek to diversify our property catastrophe exposure
across geographic zones around the world in order to obtain a
favorable spread of risk. We attempt to limit our coverage for
risks located in a particular zone to a predetermined level.
Currently, our greatest property exposures are in states on the
west and gulf coasts and in the southeastern part of the United
States, as well as in the Caribbean, Japan and northern Europe.
We maintain a database of our exposures in each geographic zone
and estimate our probable maximum loss for each zone and for
each peril (e.g., earthquakes, hurricanes and floods) to
which that zone is subject based on catastrophe models and
underwriting assessments. We also use catastrophe modeling to
review exposures on events that cross country borders such as
wind events that may affect the Caribbean and Florida or the
United Kingdom and continental Europe. The largest exposures are
in the United States for earthquake and hurricane, in Europe for
flood and wind, and in Japan for earthquake and typhoons.
We seek to diversify our casualty exposure by writing casualty
business throughout the United States and internationally. In
addition, we seek to diversify our casualty exposure by writing
casualty reinsurance across a broad range of product lines.
Retrocessional Reinsurance
We may obtain retrocessional reinsurance to reduce liability on
individual risks, protect against catastrophic losses and obtain
additional underwriting capacity. The major types of
retrocessional coverage
74
that we purchase or may purchase include specific coverage for
certain property, marine and casualty exposures and catastrophe
coverage for property exposures.
We may purchase other retrocessional coverage on a selective
basis. Our decisions with respect to purchasing retrocessional
coverage take into account both the potential coverage and
market conditions with respect to the pricing, terms, conditions
and availability of such coverage, with the aim of securing
cost-effective protection. We expect that the type and level of
retrocessional coverage will vary over time, reflecting our view
of the changing dynamics of both the underlying exposure and the
reinsurance markets. There can be no assurance that
retrocessional coverage will be available on terms acceptable to
us.
We consider the financial strength of retrocessionaires when
determining whether to purchase retrocessional coverage from
them. Retrocessional coverage is generally derived from
companies rated A or better by A.M. Best unless the
retrocessionaires obligations are fully collateralized.
For exposures where losses become known and are paid in a
relatively short period of time, we may obtain retrocessional
coverage from companies rated A- or better by A.M.
Best. The financial performance and rating status of all
material retrocessionaires is routinely monitored.
Retrocessional agreements do not relieve us from our obligations
to the insurers and reinsurers from whom we assume business.
Consequently, the failure of retrocessionaires to honor their
obligations would result in losses to us.
For the year ended December 31, 2004, Platinum Bermuda
reinsured in the aggregate approximately 70% of
Platinum US reinsurance business and 55% of
Platinum UKs reinsurance business.
Platinum Bermuda established and funded trusts to
collateralize its retrocessional obligations to Platinum US
and Platinum UK. Platinum US and Platinum UK also
obtained from third party retrocessionaires excess-of-loss per
occurrence coverage of $21.25 million in excess of
$10 million with respect to marine business and aggregate
excess-of-loss coverage of $5 million with respect to crop
business. In addition, Platinum US reinsured
Platinum UK for $60 million per occurrence on an
excess-of-loss basis in excess of $50 million with respect
to international property business. On April 12, 2005,
Platinum Bermuda and Platinum UK entered into an
Excess of Loss Retrocession Agreement pursuant to which
Platinum UK will provide Platinum Bermuda
$55 million in coverage excess of $145 million with
respect to property losses in North America for the period
April 1, 2005 through March 31, 2006. The premium for
the contract is $4.4 million and the limit of liability to
Platinum UK for all occurrences under the contract is
$110 million.
On May 17, 2005, Platinum UK and Platinum US
entered into an Excess of Loss Retrocession Agreement (the
Excess of Loss Agreement). Under the agreement
Platinum US will provide retrocessional reinsurance of
Platinum UKs property losses in Europe and Japan for
the period April 1, 2005 through March 31, 2006,
subject to a $60 million retention by Platinum UK and
a limit of liability to Platinum US of $50 million per
occurrence and $100 million in the aggregate for all
occurrences.
On May 17, 2005, Platinum Bermuda and Platinum US
entered into an addendum to their Quota Share Retrocession
Agreement dated as of January 1, 2004 (the Quota
Share Agreement). The addendum excludes from the Quota
Share Agreement property losses ceded to Platinum US under
the Excess of Loss Agreement.
Pursuant to the Services and Capacity Reservation Agreement with
RenaissanceRe described above, at our request RenaissanceRe will
provide us with quotations for non-marine property catastrophe
retrocessional coverage with aggregate limits up to
$100 million annually, either on an excess-of-loss or
proportional basis. These quotations, which are in
RenaissanceRes sole discretion, reflect, among other
things, an analysis of exposure, limit, retention, exclusions
and other treaty terms. The annual fee that we pay to
RenaissanceRe for this coverage commitment and the consulting
services is the greater of (i) $4 million or
(ii) 3.5% of our aggregate gross written non-marine
non-finite property catastrophe premium (including
reinstatements), adjusted annually 30 days after each
anniversary. This annual fee is in addition to any
retrocessional premium otherwise payable to RenaissanceRe for
retrocessional coverage purchased by us from RenaissanceRe. The
fees under this agreement were approximately $6.1 million
for the contract period from October 1, 2003 through
September 30, 2004.
75
Claims Administration
Our claims personnel administer claims arising from our
reinsurance contracts. The responsibilities of our claims
personnel include reviewing loss reports, monitoring claims,
handling activities of clients, requesting additional
information where appropriate, posting case reserves and
approving payment of individual claims. Authority for payment
and establishing reserves is based upon the level and experience
of claims personnel.
In addition to managing reported claims and conferring with
ceding companies on claims matters, our claims personnel conduct
periodic audits of specific claims and the overall claims
procedures of our ceding companies at their offices. We rely on
our ability to effectively monitor the claims handling and
claims reserving practices of ceding companies in order to
establish the proper reinsurance premium for reinsurance
agreements and to establish proper loss reserves. Moreover,
prior to accepting certain risks, our underwriters will often
request that our claims personnel conduct pre-underwriting
claims audits of prospective ceding companies. Through these
audits, we attempt to evaluate the ceding companys claims
handling practices, including the organization of their claims
department, their fact-finding and investigation techniques,
their loss notifications, the adequacy of their reserves, their
negotiation and settlement practices and their adherence to
claims-handling guidelines. Following these audits, our claims
personnel provide feedback to the ceding company, including an
assessment of the claims operation and, if appropriate,
recommendations regarding procedures, processing and personnel.
With respect to the reinsurance contracts that we assumed from
St. Paul Re, claims are managed by St. Paul Res claims
department, subject to our supervision and management, pursuant
to the quota share retrocession agreements that we entered into
with St. Paul. Under those agreements, St. Pauls
subsidiaries transferred to us the liabilities, related assets
and rights and risks under substantially all of the reinsurance
contracts entered into by St. Pauls subsidiaries on or
after January 1, 2002 (except for certain liabilities
relating to the flooding in Europe in August 2002 and
reinsurance underwritten in London covering exposures arising
from financial institutions). We reimburse St. Paul for its
costs of managing these claims. We may, at our discretion and
expense, take over administration of any specific claims.
Unpaid Losses and Loss Adjustment Expenses
Under applicable insurance laws and regulations and
U.S. GAAP, we establish liabilities for payment of losses
and LAE that will arise from our reinsurance products. These
liabilities are balance sheet estimates of future amounts
required to pay losses and LAE for reinsured claims that have
occurred on or before the balance sheet date. Unpaid losses and
LAE fall into two categories: estimates of liabilities for
losses and LAE incurred but not reported (IBNR) and
case basis estimates for reported losses and LAE. Estimates of
IBNR are balance sheet liabilities established to provide for
losses for claims arising from occurrences or events that have
given rise to a loss before any claims are reported. Significant
periods of time can elapse between the occurrence of a reinsured
claim, its reporting by the insured to the primary insurer and
from the primary insurer to the reinsurer. Under U.S. GAAP,
we do not establish liabilities until the occurrence of an event
that may give rise to a loss.
Upon receipt of a notice of claim from a ceding company, we
establish an estimate of the case basis liability for our
portion of the ultimate settlement. Case basis liabilities are
usually based upon the liability estimate and other information
reported by the ceding company and may be increased or reduced
as deemed necessary by our claims personnel. We establish
liabilities for losses and LAE based on past experience
(including the historical loss experience of St. Paul Re,
current developments and likely trends). Because estimation of
unpaid losses and LAE is an inherently uncertain process, we
believe that quantitative techniques are enhanced by
professional and managerial judgment. The establishment of
liabilities for losses and LAE, and adjustments to liabilities
resulting from changes in our estimates, are reflected in
current income.
Unpaid losses and LAE represent our best estimates, at a given
point in time, of the ultimate settlement and administration
costs of claims incurred, and it is possible that the ultimate
liability may materially differ from such estimates. Such
estimates are not precise because, among other things, they are
76
based on predictions of future developments and estimates of
future trends in claim severity and frequency and other factors.
During the claim settlement period, it often becomes necessary
to refine and adjust the case basis estimates of liability, and
thus the estimates may be adjusted either upward or downward,
based on periodic reviews of developments. Even after such
adjustments, ultimate liability may materially differ from the
revised estimates.
The uncertainty inherent in loss estimation is particularly
pronounced for casualty coverages, such as umbrella, general and
product liability, professional liability and automobile
liability, where information, such as required medical treatment
and costs for bodily injury claims, only emerges over time. In
the overall reserve setting process, provisions for economic
inflation and changes in the social and legal environment are
considered. The uncertainty inherent in the reserving process
for primary insurers is even greater for the reinsurer. This is
because of, but not limited to, the time lag inherent in
reporting information from the primary insurer to the reinsurer
and differing reserving practices among ceding companies.
Development of liability for unpaid losses and LAE for the years
ended December 31, 2004 and 2003 and the 2002 Period is
summarized as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 | |
|
|
2004 | |
|
2003 | |
|
Period | |
|
|
| |
|
| |
|
| |
Net unpaid losses and LAE as of the beginning of period
|
|
$ |
731,918 |
|
|
$ |
281,659 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
Net incurred related to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
|
|
1,101,820 |
|
|
|
648,137 |
|
|
|
60,356 |
|
|
Prior years
|
|
|
(82,016 |
) |
|
|
(63,966 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net incurred losses and LAE
|
|
|
1,019,804 |
|
|
|
584,171 |
|
|
|
60,356 |
|
|
|
|
|
|
|
|
|
|
|
Unpaid losses and LAE assumed from St. Paul
|
|
|
|
|
|
|
|
|
|
|
221,303 |
|
|
|
|
|
|
|
|
|
|
|
Net paid losses and LAE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
|
|
174,870 |
|
|
|
102,669 |
|
|
|
|
|
|
Prior years
|
|
|
205,889 |
|
|
|
41,709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net paid losses and LAE
|
|
|
380,759 |
|
|
|
144,378 |
|
|
|
|
|
Effects of foreign currency exchange rate changes
|
|
|
8,264 |
|
|
|
10,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unpaid losses and LAE as of the end of period
|
|
|
1,379,227 |
|
|
|
731,918 |
|
|
|
281,659 |
|
Reinsurance recoverable
|
|
|
1,728 |
|
|
|
5,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross unpaid losses and LAE at end of period
|
|
$ |
1,380,955 |
|
|
$ |
736,934 |
|
|
$ |
281,659 |
|
|
|
|
|
|
|
|
|
|
|
The favorable development in 2004 related to the prior year of
$82,016,000 includes approximately $57,151,000 of net favorable
development on property and certain other lines of business with
relatively short patterns of reported losses, including
approximately $7,700,000 attributable to prior years
catastrophe losses. In addition, the favorable development in
2004 includes approximately $24,865,000 of reductions in unpaid
losses and LAE associated with changes in 2004 of estimates of
premiums and the patterns of their earnings across current and
prior accident years. Such changes did not have a significant
net effect on the current years results of operations.
The lines experiencing favorable development are principally
property coverages provided in both the Property and Marine and
Finite Risk segments. During 2004 and 2003, actual reported
losses were significantly less than expected for these
short-tailed property lines resulting in reductions in estimated
ultimate losses.
The favorable development in 2003 related to the prior year of
$63,966,000 includes approximately $50,866,000 of net favorable
development on property and certain other lines of business with
relatively
77
short patterns of reported losses. The favorable development
also includes approximately $13,100,000 of reductions in unpaid
losses and LAE associated with the reduction in 2003 of casualty
premiums originally estimated and earned in 2002.
The following table shows the development of liability for net
unpaid losses and LAE for the years ended December 31, 2004
and 2003 and the two-month period ended December 31, 2002.
The reestimated liabilities reflect additional information
regarding claims incurred prior to the end of the preceding
financial year. A redundancy or deficiency will result from
changes in estimates of liabilities recorded at the end of the
prior year. The cumulative redundancy reflects the cumulative
differences between the original estimate and the currently
re-estimated liability. Annual changes in the estimates are
reflected in the statement of income for each year as the
liabilities are revalued. Unpaid losses and LAE denominated in
foreign currencies are restated at the foreign exchange rates in
effect at December 31, 2004 and the resulting cumulative
foreign exchange effect is shown as an adjustment to the
cumulative redundancy. Each amount in the tables includes the
effects of all changes in amounts for the prior year. The table
does not present accident year or underwriting year development
data. Conditions and trends that have affected the development
of liabilities in the past may not necessarily occur in the
future. Therefore, it would not be appropriate to extrapolate
future deficiencies or redundancies based on the following table
($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 | |
|
2003 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Net unpaid losses and LAE
|
|
$ |
281,659 |
|
|
$ |
731,918 |
|
|
$ |
1,379,227 |
|
Net unpaid losses and LAE re-estimated as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later
|
|
|
224,693 |
|
|
|
680,173 |
|
|
|
|
|
|
Two years later
|
|
|
194,422 |
|
|
|
|
|
|
|
|
|
Net cumulative redundancy
|
|
|
87,237 |
|
|
|
51,745 |
|
|
|
|
|
Less deficiency due to foreign currency exchange
|
|
|
8,986 |
|
|
|
7,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative redundancy excluding foreign currency exchange
|
|
|
96,223 |
|
|
|
58,745 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cumulative paid losses and LAE paid as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later
|
|
|
41,709 |
|
|
|
287,663 |
|
|
|
|
|
|
Two years later
|
|
|
62,604 |
|
|
|
|
|
|
|
|
|
Gross liability end of year
|
|
|
281,659 |
|
|
|
736,934 |
|
|
|
1,380,955 |
|
Reinsurance recoverable
|
|
|
|
|
|
|
5,016 |
|
|
|
1,728 |
|
|
|
|
|
|
|
|
|
|
|
Net liability end of year
|
|
|
281,659 |
|
|
|
731,918 |
|
|
$ |
1,379,227 |
|
|
|
|
|
|
|
|
|
|
|
Gross liability re-estimated
|
|
|
194,422 |
|
|
|
685,189 |
|
|
|
|
|
Gross cumulative redundancy
|
|
$ |
87,237 |
|
|
$ |
51,745 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
Reinsurance company investments must comply with applicable laws
and regulations, which prescribe the kind, quality and
concentration of investments. In general, these laws and
regulations permit investments, within specified limits and
subject to some qualifications, in federal, state and municipal
obligations, corporate bonds, mortgage and asset backed
securities, preferred and common equity securities, sovereign
and supranational securities, mortgage loans, real estate and
some other investments.
|
|
|
Investment Management Agreement |
We were formerly party to investment advisory agreements with
Alliance Capital Management L.P. (Alliance), which
provided investment advisory services to us. We paid Alliance a
fee based on the amount of assets managed. These agreements
could be terminated by either party by giving 30 days
notice
78
of termination. On May 9, 2005, Platinum Holdings gave
written notice to Alliance that each of its investment advisory
agreements with Alliance would be terminated effective as of
June 8, 2005. On May 12, 2005, we entered into two
investment management agreements with Hyperion Capital
Management, Inc. (Hyperion), pursuant to which
Hyperion agreed to serve as investment manager for certain
assets of the Company. In addition, on May 12, 2005, we
entered into three investment manager agreements with BlackRock
Financial Management, Inc. (BlackRock), pursuant to
which BlackRock agreed to serve as investment manager for
certain assets of the Company.
We have developed investment guidelines for the management of
our investment portfolio. Although these guidelines stress
diversification of risk, preservation of capital and market
liquidity, investments are subject to market risks and
fluctuations, as well as risks inherent in particular
securities. Interest rates and levels of inflation also affect
investment returns. The primary objective of the portfolio, set
forth in the guidelines, is to maximize investment returns
consistent with appropriate safety, diversification, tax and
regulatory considerations and to provide sufficient liquidity to
enable us to meet our obligations on a timely basis.
Our investment strategy takes into consideration the risks
inherent in our business. For this reason, our investment policy
is conservative with a strong emphasis on high quality, fixed
maturity investments. Consistent with this policy, the duration
of our portfolio takes into account the estimated duration of
our reinsurance liabilities and other contractual liabilities.
Within our fixed maturity portfolio we invest only in investment
grade securities. We currently do not intend to invest in real
estate, common equity securities or other classes of alternative
investments, although from time to time we make equity
investments of a strategic nature. Our investment guidelines
contain restrictions on the portion of the portfolio that may be
invested in the securities of any single issue or issuer, with
the exception of governments or government agencies with
prescribed minimum ratings. Our investment managers may be
instructed to invest some of the investment portfolio in
currencies other than U.S. dollars based upon the business
we anticipate writing, the exposures and unpaid losses and LAE
on our books, or regulatory requirements. Our investment
guidelines provide that financial futures and options and
foreign exchange contracts may not be used in a speculative
manner but may be used only as part of a defensive hedging
strategy.
From time to time, we expect to reevaluate our investment
guidelines to reflect any changes in our assumptions about
liability duration, market conditions, prevailing interest rates
and other factors discussed above. Any change in our guidelines
will be subject to the ongoing oversight and approval of the
board of directors.
We classify our investments as available-for-sale, trading or
other invested assets. Our available-for-sale and trading
portfolios are comprised entirely of investment grade fixed
maturity investments. Other invested assets currently represent
an equity investment in a privately held reinsurance company,
InterOcean Holdings Ltd. The Company has not engaged in any
reinsurance transactions with Inter-Ocean Holdings Ltd.
All of our fixed maturity securities are carried at their
estimated fair value. For our available-for-sale securities, the
difference between amortized cost and the fair value, net of any
deferred tax, (commonly referred to as net unrealized gain or
loss) is charged or credited directly to our shareholders
equity. For our trading securities, the difference is charged or
credited to our statement of income. We calculate the fair value
based on quoted market prices, as reported by reputable market
data providers. If quoted market prices are not available, fair
values are estimated either based on values obtained from
independent pricing services or based on cash flow estimates.
Realized gains and losses on disposal of our fixed maturity
79
investments are determined based upon specific identification of
the cost of investments sold and are recorded in our statement
of income. We routinely review our available-for-sale
investments to determine whether unrealized losses represent
temporary changes in fair value or are the result of other
than temporary impairments. The process of determining
whether a security is other than temporarily impaired is
subjective and involves analyzing many factors, including the
duration and magnitude of an unrealized loss, specific credit
events, the overall financial condition of the issuer, and the
Companys intent to hold a security for a sufficient period
of time for the value to recover the unrealized loss. The
Company believes it has the ability to hold any specific
security to its stated maturity. This is based on current and
anticipated future positive cash flow from operations that
generates sufficient liquidity in order to meet our obligations.
If we determine that an unrealized loss on a security is other
than temporary, we write down the carrying value of the security
and record a realized loss in our statement of income.
Other invested assets, which do not have a quoted market price,
are carried at estimated fair value.
Cash equivalents and short-term investments are carried at cost,
which approximates fair value.
The following table shows, in the aggregate, the fair value of
our portfolio of invested assets (except for other invested
assets) at December 31, 2004 ($ in thousands):
|
|
|
|
|
|
U.S. Government and U.S. Government agencies
|
|
$ |
4,203 |
|
Corporate bonds
|
|
|
1,158,797 |
|
Mortgage and asset-backed securities
|
|
|
511,069 |
|
Municipal bonds
|
|
|
215,251 |
|
Foreign governments, states and foreign corporate
|
|
|
347,206 |
|
|
|
|
|
|
Total bonds
|
|
|
2,236,526 |
|
Redeemable preferred stocks
|
|
|
3,676 |
|
|
|
|
|
|
Total fixed maturities
|
|
$ |
2,240,202 |
|
|
|
|
|
Our current investment guidelines call for our invested asset
portfolio to have at least an average A2 rating as measured by
Moodys Investors Service, Inc. (Moodys).
At December 31, 2004, our fixed maturity portfolio had a
dollar weighted average rating of Aa3. The average yield of our
portfolio for the year ended December 31, 2004 was 4.3%.
The following table summarizes the composition of the fair value
of the fixed maturity portfolio at December 31, 2004 by
rating as assigned by Moodys ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value | |
|
% of Total | |
|
|
| |
|
| |
Aaa
|
|
$ |
764,002 |
|
|
|
34.1 |
% |
Aa-Aa3
|
|
|
447,071 |
|
|
|
20.0 |
% |
A-A3
|
|
|
909,403 |
|
|
|
40.6 |
% |
Baa
|
|
|
119,726 |
|
|
|
5.3 |
% |
|
|
|
|
|
|
|
|
Total
|
|
$ |
2,240,202 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
At December 31, 2004, our fixed maturity portfolio had an
average weighted duration of 3.9 years. The following table
summarizes the fair value of our available-for-sale fixed
maturity portfolio by contractual maturities at
December 31, 2004; actual maturities may differ from
contractual maturities
80
because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Amortized Cost | |
|
Fair Value | |
|
|
| |
|
| |
Due in one year or less
|
|
$ |
54,567 |
|
|
$ |
54,390 |
|
Due from one to five years
|
|
|
929,647 |
|
|
|
932,655 |
|
Due from five to ten years
|
|
|
411,388 |
|
|
|
415,697 |
|
Due in ten or more years
|
|
|
236,181 |
|
|
|
240,042 |
|
Mortgage and asset backed securities
|
|
|
508,757 |
|
|
|
511,069 |
|
|
|
|
|
|
|
|
|
Total bonds
|
|
|
2,140,540 |
|
|
|
2,153,853 |
|
Redeemable preferred stocks
|
|
|
3,750 |
|
|
|
3,676 |
|
|
|
|
|
|
|
|
|
Total available-for-sale fixed maturities
|
|
$ |
2,144,290 |
|
|
$ |
2,157,529 |
|
|
|
|
|
|
|
|
Competition
The property and casualty reinsurance industry is highly
competitive. We compete with reinsurers worldwide, some of which
have greater financial, marketing and management resources than
ours. Some of our competitors are large financial institutions
that have reinsurance segments, while others are specialty
reinsurance companies. Financial institutions have also created
alternative capital market products that compete with
reinsurance products, such as reinsurance securitization. Our
principal competitors vary by type of business. Bermuda-based
reinsurers are significant competitors on property catastrophe
business. Lloyds of London syndicates are significant
competitors on marine business. On international business, the
large European reinsurers are significant competitors. Large
U.S. direct reinsurers, as well as lead U.S.-based broker
market reinsurers, are significant competitors on
U.S. casualty business. On an overall basis, we expect that
our most significant competitors include ACE Limited, Arch
Capital Group Ltd., Axis Capital Holdings, The Chubb
Corporation, White Mountains Insurance Group, Ltd., Endurance
Specialty Holdings, Everest Re Group, General Re Corporation,
IPC Holdings Ltd., Lloyds of London, Montpelier Re
Holdings Ltd., Munich Re Group, Odyssey Re Holdings Corp.,
Partner Re Limited, RenaissanceRe, Swiss Reinsurance Company,
Transatlantic Holdings and XL Capital Limited.
Following the September 11, 2001 terrorist attack, a number
of individuals and companies in the reinsurance industry
established new, well-capitalized, Bermuda-based reinsurers to
benefit from improved market conditions, and a number of
existing competitors raised additional capital. Many of the
reinsurers that entered the reinsurance markets have more
capital than we have. In addition, there may be established
companies or new companies of which we are not aware that may be
planning to commit capital to this market. The full effect of
this additional capital on the reinsurance market and on the
terms and conditions of the reinsurance contracts of the types
we expect to underwrite may not be known for some time.
Competition in the types of reinsurance business that we
underwrite is based on many factors, including premium charges
and other terms and conditions offered, services provided,
ratings assigned by independent rating agencies, speed of claims
payment, claims handling experience, perceived financial
strength and experience and reputation of the reinsurer in the
line of reinsurance to be underwritten.
Traditional as well as new capital market participants from time
to time produce alternative products (such as reinsurance
securitizations, catastrophe bonds and various derivatives such
as swaps) that may compete with certain types of reinsurance,
such as property catastrophe. Over time, these numerous
initiatives could significantly affect supply, pricing and
competition in our industry.
Ratings and Collateral
A.M. Best is generally considered to be a significant rating
agency for the evaluation of insurance and reinsurance
companies. A.M. Best ratings are based on a quantitative
evaluation of performance with respect to profitability, capital
adequacy and liquidity and a qualitative evaluation of spread of
risk, reinsurance programs, investments, unpaid losses and
management.
81
A.M. Best has assigned a financial strength rating of
A (Excellent) to our operating subsidiaries. This
rating is the third highest of sixteen rating levels. According
to A.M. Best, a rating of A indicates A.M.
Bests opinion that a company has an excellent ability to
meet its ongoing obligations to policyholders.
On March 31, 2005, A.M. Best issued a press release
announcing that it had placed under review with negative
implications the financial strength ratings of A
(Excellent) of Platinum Bermuda, Platinum US and Platinum UK,
that it had downgraded and placed under review with negative
implications the debt rating of the equity security units issued
by Platinum Finance to bbb from bbb+ and
that it had downgraded and placed under review with negative
implications the indicative ratings assigned to securities
available under our shelf registration statement to
bbb from bbb+ on senior unsecured debt,
to bbb- from bbb on subordinated debt
and to bb+ from bbb on preferred shares.
A.M. Best stated in its press release that these rating actions
follow A.M. Bests determination that the Companys
risk-adjusted capital position had declined more than originally
estimated from prior year levels due to the losses incurred as a
result of hurricanes in the southeastern U.S. in 2004 and
the resulting increase to the Companys operating leverage.
A.M. Best further stated in the press release that Platinum
Bermuda, which assumes a significant amount of business from the
other operating companies, had realized a disproportionate
reduction in its risk-adjusted capital position. A.M. Best
acknowledged in the press release that the Company had provided
A.M. Best with a plan to strengthen in the near term the
Companys financial position, including that of Platinum
Bermuda, and stated that if the plan were executed successfully,
A.M. Best expected that the Companys A
(Excellent) financial strength rating would be affirmed with a
stable outlook.
In May 2005, Platinum Finance issued $250 million aggregate
principal amount of the Series A 7.50% Notes.
Following Platinum Finances issuance of Series A
7.50% Notes, A.M. Best issued a press release on
May 26, 2005, affirming Platinum Holdings financial
strength rating of A (Excellent) and issuer credit
ratings of a of its reinsurance subsidiaries.
Concurrently, A.M. Best affirmed the issuer credit rating of
bbb of Platinum Holdings and all its existing debt
ratings. All ratings have been removed from under review and
assigned a stable outlook.
Ratings are used by ceding companies and reinsurance
intermediaries as an important means of assessing the financial
strength and quality of reinsurers. In addition, a ceding
companys own rating may be adversely affected by a
downgrade in the rating of its reinsurer. Therefore, a downgrade
of our rating may dissuade a ceding company from reinsuring with
us and may influence a ceding company to reinsure with a
competitor of ours that has a higher rating.
Furthermore, it is increasingly common for our reinsurance
contracts to contain terms that would allow the ceding companies
to cancel the contract or require us to provide collateral if we
are downgraded below a certain rating level. Whether a client
would exercise this cancellation right would depend, among other
factors, on the reason for such downgrade, the extent of the
downgrade, the prevailing market conditions and the pricing and
availability of replacement reinsurance coverage. Therefore, we
cannot predict the extent to which this cancellation right would
be exercised, if at all, or what effect any such cancellations
would have on our financial condition or future operations, but
such effect potentially could be material.
We may from time to time secure our obligations under our
various reinsurance contracts using trusts and letters of
credit. We have entered into agreements with several ceding
companies that require us to provide collateral for our
obligations under certain reinsurance contracts with these
ceding companies under various circumstances, including where
our obligations to these ceding companies exceed negotiated
thresholds. These thresholds may vary depending on our rating
from A.M. Best or other rating agencies and a downgrade of our
ratings or a failure to achieve a certain rating may increase
the amount of collateral we are required to provide. We may
provide the collateral by delivering letters of credit to the
ceding company, depositing assets into trust for the benefit of
the ceding company or permitting the ceding company to withhold
funds that would otherwise be delivered to us under the
reinsurance contract. The amount of collateral we are required
to provide typically represents a portion of the obligations we
may
82
owe the ceding company, often including estimates of IBNR made
by the ceding company. Since we may be required to provide
collateral based on the ceding companys estimate, we may
be obligated to provide collateral that exceeds our estimates of
the ultimate liability to the ceding company.
Employees
At December 31, 2004, we employed 159 people. None of our
employees is subject to collective bargaining agreements. We are
not aware of any efforts to implement such agreements at any of
our subsidiaries.
Certain of the Bermuda-based employees of Platinum Holdings,
including our Chief Executive Officer, Chief Operating Officer,
Chief Financial Officer and General Counsel, are employed
pursuant to work permits granted by Bermuda authorities. These
permits expire at various times during the next few years. We
have no reason to believe that these permits would not be
extended at expiration upon request, although no assurance can
be given in this regard.
Regulation
The business of reinsurance is regulated in most countries,
although the degree and type of regulation varies significantly
from one jurisdiction to another. Reinsurers are generally
subject to less direct regulation than primary insurers. In
Bermuda, we operate under relatively less intensive regulatory
requirements. However, in the United States and in the United
Kingdom, licensed reinsurers must comply with financial
supervision standards comparable to those governing primary
insurers. Accordingly, Platinum US and Platinum UK are subject
to extensive regulation under applicable statutes. In the United
States, those statutes delegate regulatory, supervisory and
administrative powers to state insurance commissioners.
Platinum Holdings and Platinum Bermuda are incorporated in
Bermuda. As a holding company, Platinum Holdings is not subject
to Bermuda insurance regulations.
The Insurance Act 1978 of Bermuda and related regulations, as
amended (the Insurance Act), which regulates the
insurance business of Platinum Bermuda, provides that no person
may carry on any insurance business in or from within Bermuda
unless registered as an insurer under the Insurance Act by the
Bermuda Monetary Authority (the Authority), which is
responsible for the day-to-day supervision of insurers. Under
the Insurance Act, insurance business includes reinsurance
business.
An insurers registration may be canceled by the Authority
on certain grounds specified in the Insurance Act, including
failure of the insurer to comply with its obligations under the
Insurance Act or if, in the opinion of the Authority, the
insurer has not been carrying on business in accordance with
sound insurance principles. The Insurance Act also imposes
solvency and liquidity standards and auditing and reporting
requirements on Bermuda insurance companies and grants to the
Authority powers to supervise, investigate and intervene in the
affairs of insurance companies. Certain significant aspects of
the Bermuda insurance regulatory framework are set forth below.
The Insurance Act distinguishes between insurers carrying on
long-term business and insurers carrying on general business.
There are four classifications of insurers carrying on general
business, with Class 4 insurers being the largest and,
consequently, subject to the strictest regulation. Platinum
Bermuda is registered as a Class 4 and long-term insurer
and is regulated as such under the Insurance Act.
Principal Representative. An insurer is required to
maintain a principal office in Bermuda and to appoint and
maintain a principal representative in Bermuda. For the purpose
of the Insurance Act, the principal office of Platinum Bermuda
is at our principal executive offices in Bermuda, and Platinum
Bermudas principal representative is Barton W.
Hedges, the President and Chief Operating Officer of Platinum
Bermuda. Without a reason acceptable to the Authority, an
insurer may not terminate the
83
appointment of its principal representative, and the principal
representative may not cease to act as such, unless
14 days notice in writing to the Authority is given
of the intention to do so. It is the duty of the principal
representative, to notify the Authority forthwith upon reaching
the view that there is a likelihood of the insurer for which the
principal representative acts becoming insolvent or that a
reportable event has, to the principal
representatives knowledge, occurred or is believed to have
occurred, and within 14 days of such notification to make a
report in writing to the Authority setting out all the
particulars of the case that are available to the principal
representative. Examples of such a reportable event
include failure by the insurer to comply substantially with a
condition imposed upon the insurer by the Authority relating to
a solvency margin or liquidity or other ratio.
Independent Approved Auditor. Every registered insurer
must appoint an independent auditor who will annually audit and
report on the statutory financial statements and the statutory
financial return of the insurer, both of which, in the case of
Platinum Bermuda, are required to be filed annually with the
Authority. The independent auditor of Platinum Bermuda must be
approved by the Authority and may be the same person or firm
that audits Platinum Bermudas financial statements and
reports for presentation to its shareholders. No person having
an interest in Platinum Bermuda otherwise than as an insured,
and no officer, servant or agent of Platinum Bermuda, shall be
eligible for appointment as an approved auditor for Platinum
Bermuda; and any person appointed as an approved auditor to
Platinum Bermuda who subsequently acquires such interest or
becomes an officer, servant or agent of that insurer shall cease
to be an approved auditor. Platinum Bermudas independent
auditor is KPMG Bermuda.
Loss Reserve Specialist. As a registered Class 4
insurer, Platinum Bermuda is required to submit an opinion of
its approved loss reserve specialist with its statutory
financial return in respect of its loss and LAE provisions. The
loss reserve specialist, who will normally be a qualified
casualty actuary, must be approved by the Authority. Platinum
Bermudas loss reserve specialist is Neal J. Schmidt, our
Chief Actuary. Mr. Schmidt is a fellow of the Casualty
Actuarial Society and a member of the American Academy of
Actuaries.
Approved Actuary. Platinum Bermuda, as a registered
long-term insurer, is required to submit an annual
actuarys certificate when filing its statutory financial
return. The actuarys certificate shall state whether or
not (in the opinion of the insurers approved actuary) the
aggregate amount of the liabilities of the insurer in relation
to long-term business as at the end of the relevant year,
exceeds the aggregate amount of those liabilities as shown in
the insurers statutory balance sheet. The actuary must be
approved by the Authority and will normally be a qualified life
actuary. Platinum Bermudas approved actuary is William
Hines. Mr. Hines is a Fellow of the Society of Actuaries
and a Member of the American Academy of Actuaries.
Statutory Financial Statements. Platinum Bermuda, as a
general business insurer, will be required to submit its annual
statutory financial statements as part of its annual statutory
financial return. The Insurance Act prescribes rules for the
preparation and substance of such statutory financial statements
(which include, in statutory form, a balance sheet, an income
statement, a statement of capital and surplus and notes
thereto). The statutory financial statements are not prepared in
accordance with U.S. GAAP and are distinct from the
financial statements prepared for presentation to the
insurers shareholders under the Companies Act, which
financial statements will be prepared in accordance with
U.S. GAAP.
Annual Statutory Financial Return. Platinum Bermuda is
required to file with the Authority a statutory financial return
no later than four months after its financial year-end (unless
specifically extended). The statutory financial return for an
insurer registered as a Class 4 general business and
long-term insurer includes, among other matters, a report of the
approved independent auditor on the statutory financial
statements of such insurer, a general business solvency
certificate, a long-term business solvency certificate, the
statutory financial statements themselves, the opinion of the
loss reserve specialist, an actuarys certificate and a
schedule of reinsurance ceded. The solvency certificates must be
signed by the principal representative and at least two
directors of the insurer who are required to certify, among
other matters, whether the minimum solvency margin has been met
and whether the insurer complied with the
84
conditions attached to its certificate of registration. The
independent approved auditor is required to state whether in its
opinion it was reasonable for the directors to so certify.
Minimum Solvency Margin and Restrictions on Dividends and
Distributions. Under the Insurance Act, the value of its
long-term business assets must exceed the amount of its
long-term liabilities by at least $250,000. The Insurance Act
also provides that the general business assets of a Class 4
insurer, such as Platinum Bermuda, must exceed the amount of an
insurers general business liabilities by an amount greater
than the prescribed minimum solvency margin. Platinum Bermuda:
|
|
|
(1) is required, with respect to its general business, to
maintain a minimum solvency margin equal to the greatest of: |
|
|
|
(A) $100,000,000; |
|
|
(B) 50% of net premiums written (being gross premiums
written less any premiums ceded by Platinum Bermuda, but
Platinum Bermuda may not deduct more than 25% of gross premiums
when computing net premiums written); and |
|
|
(C) 15% of loss and other insurance reserves; |
|
|
|
(2) is prohibited from declaring or paying any dividends
during any financial year if it is in breach of its minimum
solvency margin or minimum liquidity ratio or if the declaration
or payment of such dividends would cause it to fail to meet such
margin or ratio (and if it has failed to meet its minimum
solvency margin or minimum liquidity ratio on the last day of
any financial year, Platinum Bermuda is prohibited, without the
approval of the Authority, from declaring or paying any
dividends during the next financial year); |
|
|
(3) is prohibited from declaring or paying in any financial
year dividends of more than 25% of its total statutory capital
and surplus (as shown on its previous financial years
statutory balance sheet) unless it files with the Authority (at
least seven days before payment of such dividends) an affidavit
stating that it will continue to meet the required margins; |
|
|
(4) is prohibited, without the approval of the Authority,
from reducing by 15% or more its total statutory capital as set
out in its previous years financial statements, and any
application for such approval must include an affidavit stating
that it will continue to meet the required margins; and |
|
|
(5) is required, at any time it fails to meet its solvency
margin, within 30 days (45 days where total statutory
capital and surplus falls to $75 million or less) after
becoming aware of that failure or having reason to believe that
such failure has occurred, to file with the Authority a written
report containing certain information. |
Additionally, under the Companies Act, Platinum Holdings and
Platinum Bermuda may not declare or pay a dividend if Platinum
Holdings or Platinum Bermuda, as the case may be, has reasonable
grounds for believing that it is, or after the payment would be,
unable to pay its liabilities as they become due, or that the
realizable value of its assets would thereby be less than the
aggregate of its liabilities and its issued share capital and
share premium accounts.
Minimum Liquidity Ratio. The Insurance Act provides a
minimum liquidity ratio for general business insurers. An
insurer engaged in general business is required to maintain the
value of its relevant assets at not less than 75% of the amount
of its relevant liabilities. Relevant assets include cash and
time deposits, quoted investments, unquoted bonds and
debentures, first liens on real estate, investment income due
and accrued, accounts and premiums receivable and reinsurance
balances receivable. There are certain categories of assets
which, unless specifically permitted by the Authority, do not
automatically qualify as relevant assets, such as unquoted
equity securities, investments in and advances to affiliates and
real estate and collateral loans. The relevant liabilities are
total general business insurance reserves and total other
liabilities less deferred income tax and sundry liabilities (by
interpretation, those not specifically defined).
Long-term Business Fund. An insurer carrying on long-term
business is required to keep its accounts in respect of its
long-term business separate from any accounts kept in respect of
any other business. All
85
receipts of its long-term business form part of its long-term
business fund. No payment may be made directly or indirectly
from an insurers long-term business fund for any purpose
other than a purpose related to the insurers long-term
business, unless such payment can be made out of any surplus
(certified by the insurers approved actuary) to be
available for distribution otherwise than to policyholders.
Platinum Bermuda may not declare or pay a dividend to any person
other than a policyholder unless the value of the assets in its
long-term business fund (as certified by its approved actuary)
exceeds the liabilities of the insurers long-term business
(as certified by the insurers approved actuary) by the
amount of the dividend and at least the $250,000 minimum
solvency margin prescribed by the Insurance Act, and the amount
of any such dividend may not exceed the aggregate of that excess
(excluding the said $250,000) and any other funds properly
available for payment of dividends, such as funds arising out of
business of the insurer other than long-term business.
Restrictions on Transfer of Business and Winding-Up. As a
long-term insurer, Platinum Bermuda is subject to the following
provisions of the Insurance Act:
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(1) all or any part of the long-term business, other than
long-term business that is reinsurance business, may be
transferred only with and in accordance with the sanction of the
applicable Bermuda court; and |
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(2) an insurer or reinsurer carrying on long-term business
may only be wound-up or liquidated by order of the applicable
Bermuda court, and this may increase the length of time and
costs incurred in the winding-up of Platinum Bermuda when
compared with a voluntary winding-up or liquidation. |
Supervision and Intervention. If it appears to the
Authority that there is a risk of the insurer becoming
insolvent, or that it is in breach of the Insurance Act or any
conditions imposed upon its registration, the Authority may,
among other things, direct the insurer (i) not to take on
any new insurance business, (ii) not to vary any insurance
contract if the effect would be to increase the insurers
liabilities, (iii) not to make certain investments,
(iv) to realize certain investments, (v) to maintain
in, or transfer to the custody of, a specified bank, certain
assets, (vi) not to declare or pay any dividends or other
distributions or to restrict the making of such payments, and/or
(vii) to limit its premium income.
Although Platinum Bermuda is incorporated in Bermuda, it is
classified as a non-resident of Bermuda for exchange control
purposes by the Authority. Pursuant to its non-resident status,
Platinum Bermuda may hold any currency other than Bermuda
dollars and convert that currency into any other currency (other
than Bermuda dollars) without restriction. Platinum Bermuda is
permitted to hold Bermuda dollars to the extent necessary to pay
its expenses in Bermuda.
As exempted companies, Platinum Holdings and
Platinum Bermuda may not, without the express authorization of
the Bermuda legislature or under a license granted by the
Minister of Finance, participate in certain business
transactions. Platinum Bermuda is a licensed reinsurer in
Bermuda and so may carry on activities in Bermuda that are
related to and in support of its reinsurance business.
The Bermuda government actively encourages foreign investment in
exempted entities like Platinum Holdings that are
based in Bermuda, but do not operate in competition with local
businesses. As well as having no restrictions on the degree of
foreign ownership, Platinum Holdings and Platinum Bermuda are
not currently subject to taxes on income or dividends or to any
foreign exchange controls in Bermuda. In addition, currently
there is no capital gains tax in Bermuda.
Under Bermuda law, non-Bermudians (other than spouses of
Bermudians) may not engage in any gainful occupation in Bermuda
without the specific permission of the appropriate governmental
authority. None of our executive officers is a Bermudian, and
all such officers will be working in Bermuda under work permits.
The Bermuda government recently announced a new policy that
places a six-year term limit on individuals with work permits,
subject to certain exceptions for key employees.
86
Platinum US is organized and domiciled in the State of
Maryland, is licensed in Maryland as a property and casualty
insurer, and is licensed, authorized or accredited to write
reinsurance in all 50 states of the United States and the
District of Columbia. Although Platinum US is regulated by
state insurance departments and applicable state insurance laws
in each state where it is licensed, authorized or accredited,
Platinum US principal insurance regulatory authority
is the Maryland Insurance Administration. In connection with the
acquisition of Platinum US by Platinum Holdings, the
Maryland Insurance Administration issued a consent order
relating to Platinum US pursuant to which, among other things,
we have agreed to comply with the notice and approval
requirements with respect to certain transactions with
RenaissanceRe and its affiliates.
U.S. Insurance Holding Company Regulation of Platinum
Holdings, Platinum Ireland and Platinum Finance. Platinum
Holdings and Platinum Ireland as the indirect parent companies
of Platinum US, and Platinum Finance as the direct
parent company of Platinum US, are subject to the insurance
holding company laws of Maryland, where Platinum US is
organized and domiciled. These laws generally require an
authorized insurer that is a member of a holding company system
to register with the insurance department of the State of
Maryland and to furnish annually financial and other information
about the operations of companies within the holding company
system. Generally, all transactions among companies in the
holding company system affecting Platinum US, including
sales, loans, reinsurance agreements, service agreements and
dividend payments, must be fair and, if material or of a
specified category, require prior notice and approval or
non-disapproval by the Maryland Insurance Commissioner (the
Commissioner).
The insurance laws of Maryland prohibit any person from
acquiring control of Platinum Holdings, Platinum Ireland,
Platinum Finance or Platinum US unless that person has
filed a notification with specified information with the
Commissioner and has obtained the Commissioners prior
approval. Under the Maryland statutes, acquiring 10% or more of
the voting stock of an insurance company or its parent company
is presumptively considered a change of control, although such
presumption may be rebutted. Accordingly, any person or entity
who acquires, directly or indirectly, 10% or more of the voting
securities of Platinum Holdings without the prior approval of
the Commissioner will be in violation of these laws and may be
subject to injunctive action requiring the disposition or
seizure of those securities by the Commissioner or prohibiting
the voting of those securities, or to other actions that may be
taken by the Commissioner. In addition, many U.S. state
insurance laws require prior notification to state insurance
departments of a change in control of a nondomiciliary insurance
company doing business in that state. While these
pre-notification statutes do not authorize the state insurance
departments to disapprove the change in control, they authorize
regulatory action in the affected state if particular conditions
exist, such as undue market concentration. In addition, any
transactions that would constitute a change in control of
Platinum Holdings, Platinum Ireland or Platinum Finance may
require prior notification in those states that have adopted
pre-acquisition notification laws.
These laws may discourage potential acquisition proposals and
may delay, deter or prevent a change of control of Platinum
Holdings, including through transactions, and in particular
unsolicited transactions, that some or all of the shareholders
of Platinum Holdings might consider to be desirable.
U.S. Insurance Regulation of Platinum US. The
terms and conditions of reinsurance agreements generally are not
subject to regulation by any state insurance department in the
U.S. with respect to rates or policy terms. This contrasts
with primary insurance agreements, the rates and policy terms of
which are generally closely regulated by state insurance
departments. As a practical matter, however, the rates charged
by primary insurers do have an effect on the rates that can be
charged by reinsurers.
State insurance authorities have broad administrative powers
with respect to various aspects of the reinsurance business,
including licensing to transact business, admittance of assets
to statutory surplus, regulating unfair trade and claims
practices, establishing reserve requirements and solvency
standards, and regulating investments and dividends. State
insurance laws and regulations require Platinum US to file
financial statements with insurance departments in each state
where it is licensed, authorized or accredited
87
to do business, and the operations of Platinum US are
subject to examination by those departments at any time.
Platinum US prepares statutory financial statements in
accordance with accounting practices and procedures prescribed
or permitted by these departments. State insurance departments
conduct periodic examinations of the books and records and
financial reporting of insurance companies domiciled in their
states and of policy filing and market conduct of insurance
companies doing business in their states, generally once every
three to five years. Examinations are generally carried out in
cooperation with the insurance departments of other states under
guidelines promulgated by the NAIC.
In connection with its examination of the statutory financial
statements of Platinum US as of December 31, 2003, the
Maryland Insurance Administration (the
Administration) reached a different conclusion from
that of the Company regarding the accounting for one health
reinsurance contract written by Platinum US, which was
effective from January 1 to December 31, 2003. Platinum US
accounted for this contract as reinsurance under statutory
accounting principles and U.S. GAAP. While the examination
report has not been issued, the Administration has advised
Platinum US that due to the immaterial effect, no changes
or adjustments would be required with respect to its previously
filed statutory financial statements nor would the financial
statements in the examination report be adjusted for the
accounting for this contract.
Under Maryland insurance law, Platinum US must give ten
days prior notice to the Commissioner of its intention to
pay any dividend or make any distribution other than an
extraordinary dividend or extraordinary distribution. The
Commissioner has the right to prevent payment of such a dividend
or such a distribution if the Commissioner determines, in the
Commissioners discretion, that after the payment thereof,
Platinum US policyholders surplus would be
inadequate or could cause Platinum US to be in a hazardous
financial condition.
In addition, Platinum US must give at least 30 days
prior notice to the Commissioner before paying an
extraordinary dividend or making an
extraordinary distribution out of earned surplus.
Extraordinary dividends and extraordinary distributions are
dividends or distributions which, together with any other
dividends and distributions paid during the immediately
preceding twelve-month period, would exceed the lesser of:
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(1) 10% of Platinum US statutory
policyholders surplus (as determined under statutory
accounting principles) as of December 31 of the prior
year; or |
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(2) Platinum US net investment income excluding
realized capital gains (as determined under statutory accounting
principles) for the twelve-month period ending on
December 31 of the prior year and pro rata distribution of
any class of Platinum US own securities, plus any
amounts of net investment income (excluding realized capital
gains) in the three calendar years prior to the preceding year
which have not been distributed. |
In order to enhance the regulation of insurers solvency,
the NAIC adopted a model law to implement risk-based capital
(RBC) requirements for life, health, and property
and casualty insurance companies. Maryland has adopted the
NAICs model law. The RBC calculation, which regulators use
to assess the sufficiency of an insurers capital, measures
the risk characteristics of a companys assets, liabilities
and certain off-balance sheet items. RBC is calculated by
applying factors to various asset, premium and liability items.
Within a given risk category, these factors are higher for those
items with greater underlying risk and lower for items with
lower underlying risk. Insurers that have less statutory capital
than the RBC calculation requires are considered to have
inadequate capital and are subject to varying degrees of
regulatory action depending upon the level of capital
inadequacy. The RBC ratios of Platinum US are above the
ranges that would require any regulatory or corrective action.
The NAIC assists state insurance departments in achieving
insurance regulatory objectives, including the maintenance and
improvement of state regulation. From time to time various
regulatory and legislative changes have been proposed in the
insurance industry, some of which could have an effect on
reinsurers. The NAIC has instituted its Financial Regulatory
Accreditation Standards Program (FRASP) in response
to federal initiatives to regulate the business of insurance.
FRASP provides a set of standards
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designed to establish effective state regulation of the
financial condition of insurance companies. Under FRASP, a state
must adopt certain laws and regulations, institute required
regulatory practices and procedures, and have adequate insurance
department personnel for enforcement thereof in order to become
an accredited state. The NAIC determines whether
individual states should be accredited, and each states
accreditation is determined by the NAIC periodically. If a state
is not accredited or loses its accreditation, accredited states
are not able to accept certain financial examination reports of
insurers prepared solely by the regulatory agency in such
unaccredited state. The State of Maryland is currently
accredited under FRASP.
Platinum Holdings has entered into a guaranty pursuant to which
it has agreed to guarantee Platinum US payment
obligations under reinsurance contracts written by
Platinum US on or after December 31, 2003 to the
extent such payment obligations are not disputed or contested by
Platinum US. In addition, Platinum Holdings has
entered into a capital support agreement with Platinum US
pursuant to which Platinum Holdings may be required from time to
time to contribute capital to Platinum US in such amounts
as shall be necessary to ensure that Platinum US will have
adequate capital and surplus.
The ability of a primary insurer to take credit for the
reinsurance purchased from reinsurance companies is a
significant component of reinsurance regulation. Typically, a
primary insurer will only enter into a reinsurance agreement if
it can obtain credit to statutory reserves on its statutory
financial statements for the reinsurance ceded to the reinsurer.
With respect to U.S. domiciled reinsurers that reinsure
U.S. insurers, credit is usually granted when the reinsurer
is licensed or accredited in a state where the primary insurer
is domiciled.
Platinum UK and Platinum Bermuda.
Platinum UK and Platinum Bermuda are not licensed,
accredited or approved in any state in the U.S. The great
majority of states, however, permit a credit to statutory
surplus resulting from reinsurance obtained from a non-licensed
or non-accredited reinsurer to the extent that the reinsurer
provides a letter of credit, trust fund or other acceptable
collateral arrangement. A few states do not allow credit for
reinsurance ceded to non-licensed reinsurers except in certain
limited circumstances and others impose additional requirements
that make it difficult to become accredited. Platinum Bermuda
may be subject to reinsurance premium excise taxes in the United
States (1%) and certain other jurisdictions.
The framework for supervision of insurance companies in
the U.K. is largely formed by European Union Directives
(Directives), which are required to be implemented
in member states through national legislation. Directives aim to
harmonize insurance regulation and supervision throughout the
European Union by establishing minimum standards in key areas,
and requiring member states to give mutual recognition to each
others standards of prudential supervision.
On December 1, 2001, the Financial Services Authority (the
FSA) assumed its full powers and responsibilities
under the Financial Services and Markets Act 2000
(FSMA). The FSA is now the single statutory
regulator responsible for regulating deposit-taking, insurance,
investment and most other financial services business. It is a
criminal offense for any person to carry on a regulated activity
in the U.K. unless that person is authorized by the FSA or
falls under an exemption.
Insurance business (which includes reinsurance business) is
authorized and supervised by the FSA. On December 4, 2002,
Platinum UK received approval from the FSA to write the
business formerly conducted by St. Paul Re in
the U.K.
Supervision. In its role as supervisor of insurance
companies, the primary objective of the FSA is to fulfill its
responsibilities under the FSMA regime relating to the safety
and soundness of insurance companies with the aim of
strengthening, but not guaranteeing, the protection of insureds.
The FSA has adopted a risk-based approach to the supervision of
insurance companies. Under this approach, the FSA performs a
formal risk assessment of every insurance company or group
carrying on business in the U.K. during each supervisory
period, which varies in length according to the risk profile of
the insurer. After
89
each risk assessment, the FSA will inform the insurer of its
views on the insurers risk profile. This report will
include details of any remedial action which the FSA requires
and the likely consequences if this action is not taken.
Solvency Requirements. Insurance companies are required
to maintain a margin of solvency at all times in respect of any
general insurance undertaken by the insurance company, the
calculation of which in any particular case depends on the type
and amount of insurance business a company writes. The method of
calculation of the solvency margin is set out in the FSA rules,
and for these purposes, an insurers assets and its
liabilities are subject to specific valuation rules. Failure to
maintain the required solvency margin is one of the grounds on
which wide powers of intervention conferred upon the FSA may be
exercised.
Platinum Holdings has entered into a guaranty pursuant to which
it has agreed to guarantee Platinum UKs undisputed
payment obligations under reinsurance contracts written by
Platinum UK on or after December 31, 2003. In
addition, Platinum Holdings has entered into a capital support
agreement with Platinum UK pursuant to which Platinum
Holdings may be required from time to time to contribute capital
to Platinum UK by way of interest-free, subordinated debt
in such amounts as shall be necessary to ensure that
Platinum UK will have adequate capital and surplus.
Restrictions on Dividend Payments. English law prohibits
Platinum UK from declaring a dividend to its shareholders
unless it has profits available for distribution.
The determination of whether a company has profits available for
distribution is based on its accumulated realized profits less
its accumulated realized losses. While the U.K. insurance
regulatory laws impose no statutory restrictions on a general
insurers ability to declare a dividend, the FSA strictly
controls the maintenance of each insurance companys
solvency margin within its jurisdiction and may restrict
Platinum UK from declaring a dividend at a level that the
FSA determines would adversely affect Platinum UKs
solvency requirements. It is common practice in the U.K. to
notify the FSA in advance of any significant dividend payment.
Reporting Requirements. Insurance companies incorporated
in England or Wales must prepare their financial statements
under the Companies Act 1985 (as amended), which requires the
filing with Companies House of audited financial statements and
related reports.
Equalization Reserves. Each insurance company writing
property, aviation, marine, business interruption or nuclear
insurance or reinsurance business is required to maintain an
equalization reserve in respect of business written in the
financial years ending on or after December 23, 1996.
Insurance companies writing credit insurance business must
maintain equalization reserves calculated in accordance with
certain provisions related specifically to credit insurance
business.
Supervision of Management. The FSA closely supervises the
management of insurance companies through the approved persons
regime, by which any appointment of a person to a position of
significant influence within an insurance company must be
approved by the FSA. The FSA also has the authority to require
there to be one or more independent directors on the board of
directors of an insurance company.
Change of Control. FSMA regulates changes in
control of any insurance company authorized under
FSMA. Any company or individual that (together with the
associates thereof) directly or indirectly holds 10% or more of
the shares in the parent company of a U.K. authorized insurance
company, or is entitled to exercise or control the exercise of
10% or more of the voting power in such a parent company, would
be considered to be a controller for the purposes of
the relevant legislation, as would a person who had significant
influence over the management of such parent company by virtue
of his shareholding in it. A purchaser of more than 10% of the
common shares of Platinum Holdings would therefore be considered
to have acquired control of Platinum UK.
Under FSMA, any person proposing to acquire control
over an authorized insurance company must give prior
notification to the FSA of his intention to do so. In addition,
if an existing controller proposed to increase its control in
excess of certain thresholds set out in FSMA, that person must
also notify the FSA in advance. The FSA then has three months to
consider that persons application to acquire or increase
control. In considering whether to approve such
application, the FSA must be satisfied both that the
90
person is a fit and proper person to have such
control and that the interests of consumers would
not be threatened by such acquisition of or increase in
control. Failure to make the relevant prior
application would constitute a criminal offense.
Intervention and Enforcement. The FSA has extensive
powers to intervene in the affairs of an authorized person. FSMA
imposes on the FSA statutory obligations to monitor compliance
with the requirements imposed by FSMA, and to enforce the
provisions of FSMA and its related secondary legislation and
take disciplinary measures.
The FSA has a general power on giving notice to require
information and documents from authorized persons that the FSA
reasonably requires in connection with the exercise of its
functions under the regulatory regime. The FSA also has distinct
statutory powers to appoint investigators under FSMA.
Proposed Regulatory Developments in the U.K. and at the
European Union Level. The legal and regulatory framework
under which financial institutions (including insurance and
reinsurance companies) conduct regulated business in the U.K.
has been subject to significant reform over the past few years
and further reforms are both imminent and contemplated.
Recent reforms include the replacement of the majority of rules
which govern the prudential regulation of insurance companies
(including pure reinsurers) with the rules of the Integrated
Prudential Sourcebook (PSB). These rules came into
force on December 31, 2004, substantially replacing the
FSAs Interim Prudential Sourcebook for insurers.
The rules in the PSB require the calculation by insurance
companies of a Minimum Capital Requirement and maintenance of
capital resources equal to this capital requirement. The rules
also require Platinum UK to calculate an Enhanced Capital
Requirement (ECR), and to report this calculation
privately to the FSA. The ECR is intended to provide a
risk-responsive, but standardized, method for benchmarking a
companys capital requirements.
Platinum UK is required to make an individual assessment of
its capital needs, which, together with the result of the ECR
calculation, is used as a starting point in the FSAs
discussions with Platinum UK concerning its individual
capital assessment and when the FSA gives individual capital
guidance (ICG). The FSA has stated that it intends
to give authorized companies ICG reflecting its views as to what
level of capital would be adequate for their particular
businesses. The view of the FSA is that a decrease in a
companys capital below the level of its ICG would
represent a regulatory intervention point.
Although the rules in the PSB currently only require the
calculation and reporting of the ECR, the FSA has previously
considered implementing the ECR as a hard test,
requiring that companies maintain capital resources at least
equal to their ECR. This aspect of the new regime may mean that
Platinum UK is required to increase the level of capital
held, and it will therefore be necessary for Platinum UK to
monitor developments in this area.
The PSB also contains provisions aimed at ensuring adequate
diversification of an insurers or reinsurers
exposures to reinsurers (whether intra- or extra-group). In
particular, in each financial year, a company is expected to
restrict the gross earned premiums which it pays to a reinsurer
or group of closely related reinsurers to the higher of
(a) 20% of the firms projected gross earned premiums
for that financial year; or (b) £4 million. Where
a company exceeds, or anticipates exceeding, this limit, it will
need to notify the FSA and explain how, despite the excess
reinsurance concentration, the credit risk is being safely
managed.
The PSB requires a company to notify the FSA as soon as it first
becomes aware that a reinsurance exposure to a reinsurer or
group of closely related reinsurers is reasonably likely to
exceed or has exceeded 100% of the capital resources of the
reinsurer or group. This notification must demonstrate that
prudent provision has been made for the reinsurance exposure in
excess of the 100% limit (or detail why in the opinion of the
firm no provision is required) and explain how the reinsurance
exposure is being safely managed.
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Significant current regulatory developments at the European
Union level include the proposal by the European Commission in
April 2004 for a Directive creating a single market within the
European Union in reinsurance (the Reinsurance
Directive). The current draft of the Reinsurance Directive
extends to reinsurance companies the requirements for
authorization and financial supervision imposed on direct
insurance companies, providing that the terms of that
authorization will allow a reinsurance company to carry out
business throughout the European Union without need for further
authorization in other member states.
The Reinsurance Directive is part-way through its approval
process, having been approved by the European Parliament in June
2005, and remains subject to approval by the Council of the
European Union. Although it is not possible to be certain of the
final form of the Reinsurance Directive, as it may still be
subject to further amendment, the financial supervision
requirements in the current draft establish a minimum guarantee
fund of $3 million for reinsurance companies, and include
rules on the establishment of technical provisions (the amount
that a reinsurance undertaking must set aside in order to enable
it to pay its contractual commitments) and on the investment of
assets covering those technical provisions. The current draft of
the Reinsurance Directive also contains rules on required
solvency margins and rules on measures to be adopted by
regulators if reinsurance undertakings are in financial
difficulty. The Reinsurance Directive, although currently in
draft form, may therefore in the future require the UK to
implement measures affecting the level of capital that
Platinum UK is required to hold, and it will therefore be
necessary for Platinum UK to continue to monitor
developments in this area.
Also of significance is the implementation by H.M. Treasury
in February 2004, by means of Treasury Regulations, of the
Winding-up Directive, which, among other things, gives priority
in the winding-up of an insurance undertaking to claims under
direct insurance over all other claims, including reinsurance.
In certain circumstances, this could affect the ability of
Platinum UK to collect reinsurance or retrocession premiums
or other amounts from entities subject to these regulations.
In the longer term, the European Commission is continuing with
the Solvency II project, which is intended to
establish a solvency system that is better matched to the risks
incurred by insurance undertakings than the framework imposed
under current European legislation. The supervisory framework in
the Solvency II Directive will have a three-pillar
structure, comprised of capital requirements, supervisory review
and public disclosure. Although the final form of the Directive
is yet to established, and it is not possible to be certain of
its effect on solvency requirements, it is expected that the new
solvency rules will be based on two levels of regulatory capital
requirements for insurance companies. The first of these is a
solvency capital requirement, which is expected to adopt a more
risk-based approach along the lines introduced in the U.K.
through the PSB and which will be aimed at reflecting and
quantifying the exposure of the relevant insurance undertaking.
The second of these is a minimum capital requirement, the breach
of which would act as trigger for supervisory intervention, and
which will be computed in a less refined manner. The indications
from the European Commission are, however, that the Directive
adoption process will not start before spring 2007, with a view
to the Directives formal adoption in July 2007.
Platinum Ireland is incorporated in Ireland. As a holding
company, Platinum Ireland is not subject to Irish insurance
regulation. Irish law prohibits Platinum Ireland from declaring
a dividend to its shareholders unless it has profits
available for distribution. The determination of whether a
company has profits available for distribution is based on its
accumulated realized profits less its accumulated realized
losses.
Properties
Platinum Holdings principal executive offices are located
in approximately 3,837 square feet of office space
subleased from Platinum Bermuda at The Belvedere Building,
69 Pitts Bay Road, Pembroke, Bermuda. Platinum Bermuda
leases a total of 7,674 square feet of office space, using
approximately 3,837 square feet for its principal offices.
The term of this lease ends on December 31, 2006.
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The principal offices of Platinum US are located at Two
World Financial Center, New York, New York, where
Platinum US leases approximately 49,600 square feet of
office space. The term of this lease ends on September 29,
2013. Platinum US has also entered into assignments of
leases with St. Paul with respect to approximately
4,000 square feet of office space in Chicago,
6,300 square feet of office space in Miami and
540 square feet of office space in Tokyo. The terms of
these leases will end in 2005, 2006 and 2006, respectively.
The principal offices of Platinum UK are located at
Fitzwilliam House, 10 St. Mary Axe, London, where
Platinum UK leases approximately 7,265 square feet of
office space. The term of this lease ends on February 15,
2006.
Legal Proceedings
In November and December 2004, the Company received subpoenas
from the SEC and the Office of the Attorney General for the
State of New York for documents and information relating to
certain nontraditional, or loss mitigation, insurance products.
The Company is fully cooperating in responding to all such
requests. Other reinsurance companies have reported receiving
similar subpoenas and requests. This investigation appears to be
at a very preliminary stage and, accordingly, it is not possible
to predict the direction the investigation will take and the
impact, if any, it may have on the Companys business. In
view of the ongoing industry investigations, the Company
retained the law firm of Dewey Ballantine LLP to conduct a
review of its finite reinsurance practices. They recently
informed the Company that their review was complete and that
they have identified no evidence of improprieties.
On June 14, 2005, the Company received a grand jury
subpoena from the United States Attorney for the Southern
District of New York requesting documents relating to our finite
reinsurance products. The Company has been informed that other
companies in the industry have received similar subpoenas.
In the normal course of business, the Company may become
involved in various claims and legal proceedings. The Company is
not currently aware of any pending or threatened material
litigation.
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MANAGEMENT
Directors
Set forth below is biographical and other information regarding
the directors of the Company, including their principal
occupations during the past five years.
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Steven H. Newman
Age: 62
Director since 2002
Chairman of the Board of Directors
and Chairman of the Executive
Committee |
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Mr. Newman has been Chairman of the Board of Directors of
the Company since June 2002 and a consultant to Platinum US
since March 2002. Mr. Newman was Chairman of the Board of
Directors of St. Paul Re from March 2002 until he became
Chairman of the Company. Mr. Newman was Chairman of the
Board of Directors of Swiss Re America Holding Company, a
reinsurance holding company, from May 2000 to October 2000.
Prior thereto, Mr. Newman served as Chairman of the Board
and Chief Executive Officer of Underwriters Re Group, Inc.,
a reinsurance holding company. |
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Gregory E.A. Morrison
Age: 47
Director since 2003
Member of the Executive Committee |
|
Mr. Morrison has been President and Chief Executive Officer
of the Company since June 2003. Mr. Morrison was President
and Chief Executive Officer of London Reinsurance Group Inc.
(LRG), a Canadian reinsurance company that he
founded, from 1989 until 1998 and again from September 2000
until May 2003. Mr. Morrison also served as the Chairman of
LRG operating subsidiaries in the United States, Barbados and
Ireland and as a member of the LRG Board of Directors. From
January 1999 to June 2000, Mr. Morrison served as President
of Unum Reinsurance, the reinsurance division of Unum Provident
Corporation. |
|
H. Furlong Baldwin
Age: 73
Director since 2002
Chairman of the Audit Committee and
member of the Governance Committee |
|
Mr. Baldwin was Chairman of Mercantile Bankshares
Corporation, a bank holding corporation, from March 2001 until
his retirement in March 2003. Prior thereto, Mr. Baldwin
was Chairman and Chief Executive Officer of Mercantile
Bankshares Corporation. Mr. Baldwin is the Chairman of the
Board of Directors of Nasdaq Stock Market, Inc. and a director
of W.R. Grace & Company and Allegheny Energy, Inc. |
|
Jonathan F. Bank
Age: 62
Director since 2002
Member of the Compensation, Audit
and Governance Committees |
|
Mr. Bank has been counsel to Lord Bissell & Brook
LLP, a law firm, since May 2004. From May 2000 until May 2004,
he was Senior Vice President of Tawa Associates Ltd., which is
engaged in the acquisition, restructuring and management of
property and casualty companies in run-off. From September 1999
until May 2000, Mr. Bank was the Insurance Practice Leader
of PricewaterhouseCoopers U.S. insurance/ reinsurance
regulatory and restructuring practice group. Prior thereto,
Mr. Bank was a partner at Chadbourne & Parke LLP,
a law firm. |
94
|
|
|
Dan R. Carmichael
Age: 60
Director since 2002
Chairman of the Governance
Committee and member of the
Audit Committee |
|
Mr. Carmichael has been President, Chief Executive Officer
and a director of Ohio Casualty Corporation, a property and
casualty insurance company, since December 2000. Prior thereto,
Mr. Carmichael served as President and Chief Executive
Officer of IVANS, Inc., an industry-owned organization that
provides electronic communications services to insurance,
healthcare and related organizations. Mr. Carmichael is a
director of Alleghany Corporation. |
|
Robert V. Deutsch
Age: 46
Director since April 2005
Member of the Audit Committee and
Compensation Committee
|
|
Mr. Deutsch has been a consultant to CNA Financial
Corporation since October 2004. From September 1999 until
October 2004, Mr. Deutsch served as Executive Vice
President and Chief Financial Officer of CNA Financial
Corporation. Prior thereto, Mr. Deutsch was Executive Vice
President, Chief Financial Officer and Chief Actuary of
Executive Risk Inc. Mr. Deutsch serves as a board member of
Chaucer Holdings PLC. |
|
Peter T. Pruitt
Age: 72
Director since 2002
Chairman of the Compensation
Committee and member of the
Audit Committee |
|
Mr. Pruitt was Chairman of Willis Re Inc., a reinsurance
intermediary, from June 1995 until his retirement in December
2001. He also served as Chief Executive Officer of Willis Re
Inc. from June 1995 through September 1999. Prior thereto,
Mr. Pruitt was President and a director of Frank B.
Hall & Co., Inc., a global insurance broker.
Mr. Pruitt is a director of Poe Financial Group, Inc., a
privately held property and casualty insurance holding company. |
Executive Officers
Set forth below is biographical and other information regarding
the Companys executive officers, including their principal
occupations during the past five years.
|
|
|
Gregory E.A. Morrison
Age: 47
President and Chief Executive Officer
|
|
Mr. Morrison has been President and
Chief Executive Officer of the Company since June 2003.
Mr. Morrison was President and Chief Executive Officer of
LRG, a Canadian reinsurance company that he founded, from 1989
until 1998 and again from September 2000 until May 2003. During
these periods, Mr. Morrison also served as the Chairman of
LRG operating subsidiaries in the United States, Barbados and
Ireland and as a member of the LRG board of directors. From
January 1999 to June 2000, Mr. Morrison served as President
of Unum Reinsurance, the reinsurance division of Unum Provident
Corporation. |
95
|
|
|
Michael D. Price
Age: 38
Chief Operating Officer |
|
Mr. Price was appointed to serve as Chief Operating Officer of
the Company in August 2005, subject to the approval of the
Bermuda Department of Immigration. Mr. Price was President
and Chief Underwriting Officer of Platinum US from November 2002
until July 2005. Prior thereto, Mr. Price was Chief
Underwriting Officer of St. Paul Re from June 2002 until
November 2002. Mr. Price served as Chief Operating Officer
of Associated Aviation Underwriters Incorporated, a subsidiary
of Global Aerospace Underwriting Managers Ltd. specializing in
aerospace insurance, from March 2001 through June 2002. From May
2000 to September 2000, Mr. Price was Chief Underwriting
Officer at Swiss Re America Holding Corporation, a reinsurance
holding company. He was Senior Vice President and Chief
Underwriting Officer of Underwriters Re Group, Inc., a
reinsurance holding company, from April 1998 until May 2000. |
|
Joseph F. Fisher
Age: 50
Executive Vice President and
Chief Financial Officer |
|
Mr. Fisher has been Executive Vice President and Chief Financial
Officer of the Company since July 2004. Mr. Fisher was
Chief Financial Officer of the U.S. operations of
Royal & Sun Alliance Insurance Group PLC from December
1995 until June 2004. Prior thereto, Mr. Fisher was a
partner at Coopers & Lybrand, where he provided audit
services to a variety of insurance clients from 1984 until 1995. |
|
Michael E. Lombardozzi
Age: 43
Executive Vice President,
General Counsel and
Chief Administrative Officer |
|
Mr. Lombardozzi was appointed to serve as Chief Administrative
Officer of the Company in August 2005, subject to the approval
of the Bermuda Department of Immigration. Mr. Lombardozzi
has been Executive Vice President and General Counsel of the
Company since September 2002 and Secretary of the Company since
November 2002. Prior thereto, Mr. Lombardozzi was Executive
Vice President and General Counsel of St. Paul Re from August
2002 until November 2002. |
|
|
|
Mr. Lombardozzi was Senior Vice President Planning
and Operations of W.R. Berkley Corporation, an insurance holding
company, from December 2001 to July 2002, and Senior Vice
President, Secretary and General Counsel of Orius Corp., a
telecommunications infrastructure company, from January 2001 to
September 2001. From January 1994 to January 2001,
Mr. Lombardozzi was Senior Vice President, Secretary and
General Counsel of Berkley Insurance Company. |
|
H. Elizabeth Mitchell
Age: 43
President of Platinum US |
|
Ms. Mitchell was appointed to serve as President of Platinum US
in August 2005. Ms. Mitchell was Executive Vice President
of Platinum US from November 2002 until July 2005 and was Chief
Operating Officer of Platinum US from September 2003 until July
2005. Prior thereto, she was Executive Vice
President North American Casualty of St. Paul Re,
where she worked for nine years. |
|
Neal J. Schmidt
Age: 48
Executive Vice President and Chief
Actuary of Platinum US |
|
Mr. Schmidt has been Executive Vice President and Chief Actuary
of Platinum US since November 2002. Prior thereto, he was
Executive Vice President and Chief Actuary of St. Paul Re, where
he worked for sixteen years. |
96
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information with respect to the
beneficial ownership of our common shares as of March 1,
2005 of those persons known by the Company to be the beneficial
owners of more than 5% of the outstanding common shares:
|
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of | |
|
Percent | |
Name and Address of Beneficial Owner |
|
Beneficial Ownership | |
|
of Class | |
|
|
| |
|
| |
RenaissanceRe Holdings Ltd.
|
|
|
4,302,652 |
(1) |
|
|
9.9 |
|
|
Renaissance House
8-12 East Broadway
Pembroke HM 19
Bermuda |
|
|
|
|
|
|
|
|
Wellington Management Company, LLP
|
|
|
4,243,628 |
(2) |
|
|
9.8 |
|
|
75 State Street
Boston, MA 02109 |
|
|
|
|
|
|
|
|
Perry Corp.
|
|
|
3,197,135 |
(3) |
|
|
7.4 |
|
|
Richard C. Perry |
|
|
|
|
|
|
|
|
|
599 Lexington Avenue
New York, NY 10022 |
|
|
|
|
|
|
|
|
Shapiro Capital Management Company, Inc
|
|
|
2,285,675 |
(4) |
|
|
5.3 |
|
|
3060 Peachtree Road NW
Suite 1555
Atlanta, GA 30305 |
|
|
|
|
|
|
|
|
|
|
(1) |
Concurrently with the completion of the Initial Public Offering,
the Company sold 3,960,000 common shares to RenaissanceRe. In
addition, RenaissanceRe received an option to purchase up to
2,500,000 additional common shares at any time during the ten
years following the Initial Public Offering at a purchase price
of $27.00 per share (the RenaissanceRe Option).
The RenaissanceRe Option was amended on November 18, 2004
to provide that, in lieu of paying $27.00 per share, any
exercise by RenaissanceRe of the RenaissanceRe Option will be
settled on a net share basis, which would result in the Company
issuing to RenaissanceRe a number of common shares equal to the
excess of the market price per share, determined in accordance
with the amendment, over $27.00 less the par value per share
multiplied by the number of common shares issuable upon exercise
of the options, divided by that market price per share. Based on
the closing price per share on March 1, 2005, RenaissanceRe
had the right to acquire pursuant to the RenaissanceRe Option
342,652 common shares as of such date, resulting in the
beneficial ownership by RenaissanceRe of 4,302,652 common Shares
(or 9.9% of the then outstanding common shares) as of such date.
Pursuant to a limitation on voting rights in Platinum
Holdings Bye-laws, as amended by a resolution adopted on
May 6, 2004 (the Byelaws), RenaissanceRes
voting power with respect to the common shares owned by it is
limited to 9.9% of the voting power of the outstanding common
shares. |
|
(2) |
In a Schedule 13G statement filed on February 14,
2005, Wellington Management Company, LLP
(Wellington) reported shared voting power over
3,680,648 common shares and shared dispositive power over
4,243,628 common shares. Wellington is an investment adviser
registered under the Investment Advisers Act of 1940. This
Schedule 13G statement indicated that the securities
reported therein were owned of record by clients of Wellington
who had the right to receive, or the power to direct the receipt
of, dividends from, or the proceeds from the sale of, such
securities, and that no such client was known to have such right
or power with respect to more than 5% of the class of such
securities. |
|
(3) |
In a Schedule 13G statement filed on February 9, 2005,
Perry Corp. and Richard C. Perry (the president and sole
stockholder of Perry Corp.) jointly reported sole voting power
and sole dispositive power over 3,197,135 common shares of the
Company. Perry Corp. is an investment adviser registered under
the Investment Advisers Act of 1940. This Schedule 13G
statement indicated that the limited partners of (or investors
in) each of two or more private investment funds for which Perry
Corp. acts as general partner and/or investment adviser had the
right to participate in the receipt of dividends |
97
|
|
|
from, and proceeds from the sale of, the common shares held for
the accounts of such funds in accordance with their respective
limited partnership interests (or investment percentages) in
such funds. Mr. Perry disclaimed any beneficial ownership
interest of the common shares owned beneficially by Perry Corp.,
except for that portion of such common shares that related to
his economic interest in Perry Corp. |
|
(4) |
In a Schedule 13G statement filed on February 15,
2005, Shapiro Capital Management Company, Inc.
(Shapiro) reported sole voting power over 2,035,620
common shares, shared voting power over 250,055 common shares
and sole dispositive power over 2,285,675 common shares of the
Company. Shapiro is an investment adviser registered under the
Investment Advisers Act of 1940. |
Security Ownership of Management
The following table sets forth the beneficial ownership of the
common shares as of March 1, 2005 of each of the directors
and executive officers. Except as otherwise indicated, each of
these persons had sole voting power and sole dispositive power
with respect to the common shares beneficially owned by him.
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of | |
|
Percent | |
Name of Beneficial Owner |
|
Beneficial Ownership | |
|
of Class | |
|
|
| |
|
| |
Steven H. Newman
|
|
|
730,000 |
(1)(2) |
|
|
1.7 |
|
Gregory E.A. Morrison
|
|
|
134,073 |
(2) |
|
|
* |
|
H. Furlong Baldwin
|
|
|
26,668 |
(1)(2) |
|
|
* |
|
Jonathan F. Bank
|
|
|
23,668 |
(1)(2) |
|
|
* |
|
Dan R. Carmichael
|
|
|
24,194 |
(1)(2) |
|
|
* |
|
Neill A. Currie(3)
|
|
|
28,334 |
(1)(2) |
|
|
* |
|
Robert V. Deutsch
|
|
|
2,000 |
|
|
|
* |
|
Peter T. Pruitt
|
|
|
25,668 |
(1)(2) |
|
|
* |
|
Joseph F. Fisher
|
|
|
1,000 |
|
|
|
* |
|
Michael E. Lombardozzi
|
|
|
84,845 |
(2) |
|
|
* |
|
H. Elizabeth Mitchell
|
|
|
43,634 |
(2) |
|
|
* |
|
Michael D. Price
|
|
|
222,356 |
(2) |
|
|
* |
|
Neal J. Schmidt
|
|
|
86,261 |
(2) |
|
|
* |
|
All directors and executive officers as a group (13 persons)
|
|
|
1,432,701 |
|
|
|
3.3 |
% |
|
|
|
|
* |
Represents less than 1% of the outstanding common shares. |
|
|
(1) |
Does not include share units. Under the Share Unit Plan, 50% of
all fees earned by a director who is not an employee of the
Company or any of its affiliates (including retainer fees,
meeting fees and committee fees) during each calendar quarter
(or such higher percentage as elected by a director) are
automatically converted into that number of share units equal to
the number of common shares which could have been purchased with
such fees, based upon the closing price of the common shares on
the last day of the calendar quarter, as more fully described
under Director Compensation. As of March 1,
2005, the following nonemployee directors had been credited with
the following number of share units: Mr. Newman:
3,634 share units; Mr. Bank: 5,176 share units;
Mr. Carmichael: 4,777 share units; Mr. Pruitt:
3,114 share units; Mr. Baldwin: 3,128 share
units; and Mr. Currie: 2,415 share units. |
|
(2) |
Includes common shares issuable upon exercise of options as
follows: Mr. Newman: 650,000 common shares;
Mr. Morrison: 100,000 common shares; Mr. Baldwin:
21,668 common shares; Mr. Bank: 21,668 common shares;
Mr. Carmichael: 21,668 common shares; Mr. Currie:
13,334 common shares; Mr. Pruitt: 21,668 common shares;
Mr. Lombardozzi: 75,000 common shares; Ms. Mitchell:
37,500 common shares; Mr. Price: 100,000 common shares; and
Mr. Schmidt: 75,000 common shares. |
|
(3) |
Mr. Currie resigned as a member of our board of directors
effective July 5, 2005. |
98
THE EXCHANGE OFFER
General
Platinum Finance hereby offers, upon the terms and subject to
the conditions set forth in this prospectus and in the
accompanying letters of transmittal (which together constitute
the exchange offer), to exchange up to $137.5 million
aggregate principal amount of its outstanding Notes, of which
Platinum Holdings is guarantor, for a like aggregate principal
amount of its Exchange Notes, of which Platinum Holdings is
guarantor, properly tendered prior to the expiration date and
not withdrawn as permitted pursuant to the procedures described
below. The exchange offer is being made with respect to all of
the outstanding Notes.
As of the date of this prospectus, there are $137.5 million
aggregate principal amount of outstanding Notes. This
prospectus, together with the letter of transmittal, is first
being sent on or about October 26, 2005, to all holders of
outstanding Notes known to Platinum Finance. Platinum
Finances obligation to accept outstanding Notes for
exchange pursuant to the exchange offer is subject to certain
conditions set forth under Certain Conditions
to the Exchange Offer below. Platinum Finance currently
expects that each of the conditions will be satisfied and that
no waivers will be necessary.
Purpose and Effect of the Exchange Offer
Platinum Finance and Platinum Holdings have entered into an
Exchange and Registration Rights Agreement with Goldman,
Sachs & Co. and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith, Incorporated, as
remarketing agents, in which Platinum Finance and Platinum
Holdings agreed, under some circumstances:
|
|
|
(1) to prepare and file with the SEC, as soon as
practicable, but no later than 90 days following the date
on which the Notes were first issued, this registration
statement relating to the exchange offer pursuant to which
Exchange Notes that are substantially identical to the
outstanding Notes issued by Platinum Finance and guaranteed by
Platinum Holdings (except that such Exchange Notes will not
contain terms with respect to the special interest payments
described below or transfer restrictions) would be offered in
exchange for the then outstanding Notes tendered at the option
of the holders thereof; and |
|
|
(2) to use their reasonable best efforts to cause the
registration statement to become effective as soon as
practicable thereafter (but no later than 180 days after
the date on which the outstanding Notes were first issued). |
Platinum Finance and Platinum Holdings agreed further to use
their best efforts to commence and complete the exchange offer
promptly, but no later than 45 days after this registration
statement has become effective, hold the offer open for at least
30 days, and exchange Exchange Notes for all outstanding
Notes validly tendered and not withdrawn before the expiration
of the exchange offer.
However, if:
|
|
|
(1) on or before the date of consummation of the exchange
offer, the existing SEC interpretations are changed such that
the Exchange Notes would not in general be freely transferable
in such manner on such date; |
|
|
(2) the exchange offer has not been completed within
225 days following the issuance of the outstanding
Notes; or |
|
|
(3) the exchange offer is not available as a matter of law
to any holders of outstanding Notes, |
Platinum Finance and Platinum Holdings will, in lieu of (or, in
the case of clause (3), in addition to) conducting the
exchange offer file, as soon as reasonably practicable (but no
later than 30 days after the time such obligation to file
arises), a registration statement under the Securities Act
relating to a shelf registration (which we refer to as the Shelf
Registration Statement) of the outstanding Notes for resale by
99
holders of outstanding Notes or, in the case of clause (3),
of the outstanding Notes held by the remarketing agents for
resale by the remarketing agents (which we refer to as the
Resale Registration). Platinum Finance and Platinum Holdings
will use their reasonable best efforts to cause the Shelf
Registration Statement to become or be declared effective by the
SEC no later than 120 days following the date such Shelf
Registration Statement is filed and to keep such Shelf
Registration Statement continuously effective until the earlier
of two years following the effective date of such Shelf
Registration Statement or such shorter period that will
terminate when all the securities covered by the Shelf
Registration Statement have been sold pursuant to the Shelf
Registration Statement or are distributed to the public pursuant
to Rule 144 or become eligible for resale pursuant to
Rule 144 without volume restriction, if any; provided,
however, that Platinum Finance and Platinum Holdings may, by
notice to holders of Exchange Notes, suspend the availability of
the Shelf Registration Statement and the use of the related
prospectus for up to an aggregate of 30 days in any
consecutive 90 day-period and 90 days in any
consecutive twelve month period, if the board of directors of
either Platinum Holdings or Platinum Finance determines in good
faith that it is in best interests of Platinum Finance or
Platinum Holdings to refrain from disclosing the existence of,
or facts surrounding, any proposed or pending material corporate
transaction or other material non-public information that would
be required to be disclosed or incorporated by reference in the
Shelf Registration Statement.
Platinum Finance and Platinum Holdings will, in the event of the
Resale Registration, provide to the holder or holders of the
applicable outstanding Notes copies of the prospectus that is a
part of the Shelf Registration Statement, notify such holder or
holders when the Resale Registration for the applicable
outstanding Notes has become effective and take certain other
actions as are required to permit unrestricted resales of the
applicable outstanding Notes. A holder of outstanding Notes that
sells such outstanding Notes pursuant to the Resale Registration
generally would be required to be named as a selling Noteholder
in the related prospectus and to deliver a prospectus to
purchasers, will be subject to certain of the civil liability
provisions under the Securities Act in connection with such
sales and will be bound by the provisions of the Exchange and
Registration Rights Agreement that are applicable to such a
holder (including certain indemnification obligations).
The Exchange and Registration Rights Agreement also requires
that, in the event that:
|
|
|
(1) Platinum Finance and Platinum Holdings had not filed
the registration statement relating to the exchange offer or has
not filed a Shelf Registration Statement on or before the date
specified for such filing as set forth above or; |
|
|
(2) such registration statement relating to the exchange
offer or Shelf Registration Statement does not become effective
or is not declared effective on or before the date specified for
such effectiveness as set forth above or; |
|
|
(3) the exchange offer is not consummated within
45 days following the date the registration statement
relating to the exchange offer becomes effective or; |
|
|
(4) any registration statement relating to the exchange
offer or Shelf Registration Statement required by the Exchange
and Registration Rights Agreement is filed and declared
effective but shall thereafter either be withdrawn by Platinum
Finance or Platinum Holdings or cease to be effective (except as
specifically permitted therein) without being succeeded
immediately by an additional registration statement filed and
declared effective; or |
|
|
(5) any Shelf Registration Statement required by the
Exchange and Registration Rights Agreement is filed and declared
effective, and during the period Platinum Finance and Platinum
Holdings are required to use their reasonable best efforts to
cause the Shelf Registration Statement to remain effective,
Platinum Finance and Platinum Holdings shall have suspended the
availability of the Shelf Registration Statement and the use of
the related prospectus pursuant to the Exchange and Registration
Rights Agreement for more than 30 days in the aggregate in
any consecutive 90 day-period and 90 days in the
aggregate in any consecutive twelve-month period and be
continuing to suspend the availability of the Shelf Registration
Statement (we refer to any such event referred to in |
100
|
|
|
clauses (1) through (5) as a Registration Default)
then Platinum Finance will pay to the holders of outstanding
Notes, as liquidated damages and not as a penalty, for the
period from the occurrence of the Registration Default until
such time as no Registration Default is in effect, additional
interest, at a per annum rate of 0.25% of the aggregate
principal amount of the outstanding Notes during the first
90-day period following the occurrence of such Registration
Default and at a per annum rate of 0.50% thereafter for any
remaining period during which a Registration Default continues.
Liquidated damages shall be paid on interest payment dates to
the holders of record for the payment of interest. |
Each holder of outstanding Notes (other than certain specified
holders) who wishes to exchange such outstanding Notes for
Exchange Notes in the exchange offer will be required to
represent that:
|
|
|
|
|
any Exchange Notes to be received by it will be acquired in the
ordinary course of its business; |
|
|
|
at the time of the commencement of the exchange offer it has no
arrangements or understanding with any person to participate in
the distribution (within the meaning of the Securities Act) of
the outstanding Notes or the Exchange Notes; |
|
|
|
if the holder is not an affiliate, as defined in
Rule 405 of the Securities Act, of Platinum Finance or
Platinum Holdings, or if it is an affiliate, that it will comply
with applicable registration and prospectus delivery
requirements of the Securities Act to the extent applicable; |
|
|
|
if the holder is not a broker-dealer, that it is not engaged in,
and does not intend to engage in, the distribution of the
Exchange Notes; |
|
|
|
if the holder is a broker-dealer, that it will receive Exchange
Notes for its own account in exchange for outstanding Notes that
were acquired as a result of market-making activities or other
trading activities and that it will be required to acknowledge
that it will deliver a prospectus in connection with any resale
of the Exchange Notes (see Plan of Distribution); and |
|
|
|
the holder is not acting on behalf of any person who could not
truthfully make the foregoing representations. |
The summary herein of certain provisions of the Exchange and
Registration Rights Agreement does not purport to be complete
and is subject to, and is qualified in its entirety by reference
to, all the provisions of the Exchange and Registration Rights
Agreement, which agreement is filed as an exhibit to the
registration statement of which this prospectus forms a part.
Resale of Exchange Notes
Based on interpretations of the SEC staff set forth in no-action
letters issued to unrelated third parties, Platinum Finance and
Platinum Holdings believe that Exchange Notes issued under the
exchange offer in exchange for outstanding Notes may be offered
for resale, resold and otherwise transferred by any holder of
Exchange Notes without compliance with the registration and
prospectus delivery provisions of the Securities Act, if:
|
|
|
|
|
the holder is not an affiliate of Platinum Finance
or of Platinum Holdings within the meaning of Rule 405
under the Securities Act; |
|
|
|
the Exchange Notes are acquired in the ordinary course of the
holders business; and |
|
|
|
the holder does not intend to participate in the distribution of
the Exchange Notes. |
Platinum Finance and Platinum Holdings have not obtained, and do
not plan to request, a no-action letter from the staff of the
SEC with respect to this exchange offer.
101
Any holder who tenders in the exchange offer with the intention
of participating in any manner in a distribution of the Exchange
Notes:
|
|
|
|
|
cannot rely on the position of the SEC staff enunciated in
interpretive letters; and |
|
|
|
must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a
secondary resale transaction. |
This prospectus may be used for an offer to resell, for the
resale or for other retransfer of Exchange Notes only as
specifically set forth in this prospectus. With regard to
broker-dealers, only broker-dealers that acquired the
outstanding Notes as a result of market-making activities or
other trading activities may participate in the exchange offer.
Each broker-dealer that receives Exchange Notes for its own
account in exchange for outstanding Notes, where the outstanding
Notes were acquired by the broker-dealer as a result of
market-making activities or other trading activities, must
acknowledge that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale
of the Exchange Notes. Please read the section captioned
Plan of Distribution for more details regarding the
transfer of Exchange Notes.
Clearing of the Exchange Notes
Upon consummation of the exchange offer, the Exchange Notes will
have a different CUSIP, Common Code and ISIN number from the
outstanding Notes.
Terms of the Exchange Offer
Upon the terms and subject to the conditions set forth in this
prospectus and in the accompanying letter of transmittal,
Platinum Finance will accept for exchange any outstanding Notes
properly tendered and not withdrawn prior to the expiration
date. Platinum Finance will issue $1,000 principal amount of
Exchange Notes in exchange for each $1,000 principal amount of
outstanding Notes surrendered under the exchange offer.
Outstanding Notes may be tendered only in integral multiples of
$1,000.
The form and terms of the Exchange Notes will be substantially
identical to the form and terms of the outstanding Notes except
the Exchange Notes will be registered under the Securities Act
and will not be subject to restrictions on transfer or to any
increase in annual interest rate for failure to fulfill certain
of our obligations under the Exchange and Registration Rights
Agreement to file, and cause to be effective, a registration
statement. The Exchange Notes will evidence the same debt as the
outstanding Notes. The Exchange Notes will be issued under and
entitled to the benefits of the same Indenture that authorized
the issuance of the outstanding Notes.
In connection with the issuance of the outstanding Notes,
Platinum Finance arranged for the Notes to be issued and
transferable in book-entry form through the facilities of DTC,
acting as a depository. The Exchange Notes will also be issuable
and transferable in book-entry form through DTC.
As of the date of this prospectus, $137.5 million aggregate
principal amount of the Notes are outstanding. This prospectus
and a letter of transmittal are being sent to all registered
holders of outstanding Notes. There will be no fixed record date
for determining registered holders of outstanding Notes entitled
to participate in the exchange offer.
Platinum Finance and Platinum Holdings intend to conduct the
exchange offer in accordance with the provisions of the exchange
offer and the Exchange and Registration Rights Agreement, the
applicable requirements of the Securities Act and the Exchange
Act and the rules and regulations of the SEC. Outstanding Notes
that are not tendered for exchange in the exchange offer will
remain outstanding and continue to accrue interest but will not
retain any rights under the Exchange and Registration Rights
Agreement.
Platinum Finance will be deemed to have accepted for exchange
properly tendered outstanding Notes when it has given oral
(promptly confirmed in writing) or written notice of acceptance
to the exchange agent. The exchange agent will act as agent for
the tendering holders for the purposes of receiving the
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Exchange Notes from Platinum Finance and delivering Exchange
Notes to holders. The exchange agent also acts as the agent of
Platinum Finance and Platinum Holdings in connection with the
offer. Under the terms of the exchange offer and Exchange and
Registration Rights Agreement, Platinum Finance and Platinum
Holdings reserve the right to amend or terminate the exchange
offer, and not to accept for exchange any outstanding Notes not
previously accepted for exchange, upon the occurrence of any of
the conditions specified below under the caption
Certain Conditions to the Exchange Offer.
Holders who tender outstanding Notes in the exchange offer will
not be required to pay brokerage commissions or fees or, subject
to the instructions in the letter of transmittal, transfer taxes
with respect to the exchange of outstanding Notes. Platinum
Finance and Platinum Holdings will pay all charges and expenses,
other than certain applicable taxes described below, in
connection with the exchange offer. It is important that you
read the section labeled Fees and Expenses below for
more details regarding fees and expenses incurred in the
exchange offer.
Expiration Date; Extensions; Amendments
The exchange offer will expire at 5:00 p.m., New York City
time on November 29, 2005, unless such exchange offer is
extended in Platinum Finances sole discretion.
In order to extend the exchange offer, Platinum Finance will
notify the exchange agent orally (promptly confirmed in writing)
or in writing of any extension. Platinum Finance will notify the
registered holders of outstanding Notes of the extension no
later than 9:00 a.m., New York City time, on the business
day after the previously scheduled expiration date.
Platinum Finance and Platinum Holdings reserve the right, in
their sole discretion:
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to delay accepting for exchange any outstanding Notes; |
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to extend the exchange offer or to terminate the exchange offer
and to refuse to accept outstanding Notes not previously
accepted if any of the conditions set forth below under
Certain Conditions to the Exchange Offer
have not been satisfied, by giving oral (promptly confirmed in
writing) or written notice of the delay, extension or
termination to the exchange agent; or |
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to amend the terms of the exchange offer, in any manner, under
the terms of the exchange offer and the Exchange and
Registration Rights Agreement. |
Any delay in acceptance, extension, or termination will be
followed as promptly as practicable by oral or written notice to
the registered holders of outstanding Notes. If either Platinum
Finance or Platinum Holdings amends the exchange offer in a
manner that either Platinum Finance or Platinum Holdings
determines constitutes a material change, Platinum Finance will
promptly disclose the amendment in a manner reasonably designed
to inform the holders of outstanding Notes of the amendment.
Without limiting the manner in which Platinum Finance or
Platinum Holdings may choose to make public announcements of any
delay in acceptance, extension, termination or amendment of the
exchange offer, neither Platinum Finance nor Platinum Holdings
will have any obligation to publish, advertise, or otherwise
communicate any public announcement, other than by making a
timely release to a financial news service.
Certain Conditions to the Exchange Offer
Despite any other term of the exchange offer, Platinum Finance
will not be required to accept for exchange, or exchange any
Exchange Notes for, any outstanding Notes, and it may terminate
the exchange offer as provided in this prospectus before
accepting any outstanding Notes for exchange if in its
reasonable judgment:
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the Exchange Notes to be received will not be tradable by the
holder, without restriction under the Securities Act, the
Exchange Act and without material restrictions under the blue
sky or securities laws of substantially all of the states of the
United States; |
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the exchange offer, or the making of any exchange by a holder of
outstanding Notes, would violate applicable law or any
applicable interpretation of the staff of the SEC; or |
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any action or proceeding has been instituted or threatened in
any court or by or before any governmental agency with respect
to the exchange offer that, in its judgment, would reasonably be
expected to impair its ability to proceed with the exchange
offer. |
In addition, Platinum Finance will not be obligated to accept
for exchange the outstanding Notes of any holder that has not
made to it:
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the representations described under Purpose
and Effect of the Exchange Offer,
Procedures for Tendering and Plan
of Distribution; and |
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such other representations as may be reasonably necessary under
applicable SEC rules, regulations or interpretations to make
available to it an appropriate form for registration of the
Exchange Notes under the Securities Act. |
Platinum Finance expressly reserves the right, at any time or at
various times, to extend the period of time during which the
exchange offer is open. Consequently, it may delay acceptance of
any outstanding Notes by giving oral or written notice of the
extension to holders of the outstanding Notes. During any such
extensions, all outstanding Notes previously tendered will
remain subject to the exchange offer, and Platinum Finance may
accept them for exchange. Platinum Finance will return any
outstanding Notes that it does not accept for exchange for any
reason without expense to their tendering holder as promptly as
practicable after the expiration or termination of the exchange
offer.
Platinum Finance and Platinum Holdings expressly reserve the
right to amend or terminate the exchange offer, and to reject
for exchange any outstanding Notes not previously accepted for
exchange, upon the occurrence of any of the conditions of the
exchange offer specified above. Platinum Finance will give oral
or written notice of any extension, amendment, nonacceptance, or
termination to the holders of the outstanding Notes as promptly
as practicable.
These conditions are for the sole benefit of Platinum Finance
and Platinum Holdings and Platinum Finance and Platinum Holdings
may assert them regardless of the circumstances that may give
rise to them or waive them in whole or in part at any or at
various times in their sole discretion. If Platinum Finance and
Platinum Holdings fail at any time to exercise any of the
foregoing rights, this failure will not constitute a waiver of
this right. Each right will be deemed an ongoing right that
Platinum Finance and Platinum Holdings may assert at any time or
at various times.
In addition, Platinum Finance will not accept for exchange any
outstanding Notes tendered, and will not issue Exchange Notes in
exchange for any outstanding Notes, if at the time any stop
order will be threatened or in effect with respect to the
registration statement of which this prospectus constitutes a
part or the qualification of the Indenture under the
Trust Indenture Act of 1939, as amended.
Procedures for Tendering
Only a holder of outstanding Notes may tender the outstanding
Notes in the exchange offer. In order to receive Exchange Notes,
a holder of outstanding Notes must follow the procedures
described herein. To tender in the exchange offer:
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a holder must complete, sign and date the accompanying letter of
transmittal, or a facsimile of the letter of transmittal; have
the signature on the letter of transmittal guaranteed if the
letter of transmittal so requires; and mail or deliver the
letter of transmittal or facsimile to the exchange agent prior
to the expiration date; or |
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comply with DTCs ATOP procedures described below. |
In addition, either:
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the exchange agent must receive the outstanding Notes along with
the accompanying letter of transmittal; |
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the exchange agent must receive, prior to the expiration date, a
timely confirmation of book-entry transfer of the outstanding
Notes into the exchange agents account at DTC according to
the standard operating procedures for book-entry transfer
described below and a properly transmitted agents
message; or |
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the holder must comply with the guaranteed delivery procedures
described below. |
To be tendered effectively, the exchange agent must receive any
physical delivery of a letter of transmittal and other required
documents at the address set forth below under
Exchange Agent prior to the expiration
date.
The tender by a holder that is not withdrawn prior to the
expiration date will constitute an agreement among the holder,
Platinum Finance and Platinum Holdings in accordance with the
terms and subject to the conditions set forth in this prospectus
and in the accompanying letter of transmittal.
The method of delivery of outstanding Notes, the letter of
transmittal and all other required documents to the exchange
agent is at the holders election and risk. Rather than
mail these items, Platinum Finance and Platinum Holdings
recommend that holders use an overnight or hand delivery
service. In all cases, holders should allow sufficient time to
assure delivery to the exchange agent before the expiration
date. Holders should not send the letter of transmittal or
outstanding Notes to Platinum Finance or to Platinum Holdings,
but instead must have them delivered to the exchange agent.
Delivery of documents to DTC in accordance with DTCs
procedures will not constitute delivery to the exchange agent.
Holders may request their respective brokers, dealers,
commercial banks, trust companies or other nominees to effect
the above transactions for them.
Any beneficial owner whose outstanding Notes are registered in
the name of a broker, dealer, commercial bank, trust company or
other nominee and who wishes to tender should contact the
registered holder promptly and instruct it to tender on the
owners behalf. If the beneficial owner wishes to tender on
its own behalf, it must, prior to completing and executing the
accompanying letter of transmittal and delivering its
outstanding Notes, either:
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make appropriate arrangements to register ownership of the
outstanding Notes in such owners name; or |
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obtain a properly completed bond power from the registered
holder of outstanding Notes. |
The transfer of registered ownership may take considerable time
and may not be completed prior to the expiration date.
Signatures on a letter of transmittal or a notice of withdrawal
described below must be guaranteed by a member firm of a
registered national securities exchange or of the National
Association of Securities Dealers, Inc., a commercial bank or
trust company having an office or correspondent in the United
States or another eligible guarantor institution
within the meaning of Rule 17Ad-15 under the Exchange Act,
unless the outstanding Notes are tendered:
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by a registered holder who has not completed the box entitled
Special Issuance Instructions or Special
Delivery Instructions on the accompanying letter of
transmittal; or |
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for the account of an eligible guarantor institution. |
If the accompanying letter of transmittal is signed by a person
other than the registered holder of any outstanding Notes listed
on the outstanding Notes, the outstanding Notes must be endorsed
or accompanied by a properly completed bond power. The bond
power must be signed by the registered holder as the registered
holders name appears on the outstanding Notes and an
eligible guarantor institution must guarantee the signature on
the bond power.
If the accompanying letter of transmittal or any outstanding
Notes or bond powers are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative
capacity, these persons should so indicate when signing. Unless
waived by
105
Platinum Finance and Platinum Holdings, they should also submit
evidence satisfactory to Platinum Finance and Platinum Holdings
of their authority to deliver the accompanying letter of
transmittal.
The exchange agent and DTC have confirmed that any financial
institution that is a participant in DTCs system may use
DTCs ATOP to tender. Participants in the program may,
instead of physically completing and signing the accompanying
letter of transmittal and delivering it to the exchange agent,
transmit their acceptance of the exchange offer electronically.
They may do so by causing DTC to transfer the outstanding Notes
to the exchange agent in accordance with its procedures for
transfer. DTC will then send an agents message to the
exchange agent. The term agents message means
a message transmitted by DTC, received by the exchange agent and
forming part of the book-entry confirmation, to the effect that:
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DTC has received an express acknowledgment from a participant in
its ATOP that is tendering outstanding Notes that are the
subject of the book-entry confirmation; |
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the participant has received and agrees to be bound by the terms
of the accompanying letter of transmittal, or, in the case of an
agents message relating to guaranteed delivery, that the
participant has received and agrees to be bound by the
applicable notice of guaranteed delivery; and |
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the agreement may be enforced against that participant. |
Delivery of an agents message will also constitute an
acknowledgment from the tendering DTC participant that the
representations contained in the appropriate letter of
transmittal and described above are true and correct.
Platinum Finance will determine in its sole discretion all
outstanding questions as to the validity, form, eligibility,
including time of receipt of the outstanding Notes, as well as
the acceptance of tendered outstanding Notes and withdrawal of
tendered outstanding Notes. Platinum Finances
determination will be final and binding. Platinum Finance and
Platinum Holdings reserve the absolute right to reject any
outstanding Notes not properly tendered or any outstanding Notes
the acceptance of which would, in the opinion of counsel for
Platinum Finance and Platinum Holdings, be unlawful. Platinum
Finance and Platinum Holdings also reserve the right to waive
any defects, irregularities or conditions of tender as to
particular outstanding Notes. Platinum Finances
interpretation of the terms and conditions of the exchange
offer, including the instructions in the accompanying letter of
transmittal, will be final and binding on all parties. Unless
waived, any defects or irregularities in connection with tenders
of outstanding Notes must be cured within such time as we will
determine. Although Platinum Finance intends to notify holders
of defects or irregularities with respect to tenders of
outstanding Notes, neither Platinum Holdings, Platinum Finance,
the exchange agent nor any other person will incur any liability
for failure to give the notification. Tenders of outstanding
Notes will not be deemed made until any defects or
irregularities have been cured or waived. Any outstanding Notes
received by the exchange agent that are not properly tendered
and as to which the defects or irregularities have not been
cured or waived will be returned by the exchange agent without
cost to the tendering holder, unless otherwise provided in the
letter of transmittal, as soon as practicable following the
expiration date.
In all cases, Platinum Finance will issue Exchange Notes for
outstanding Notes that it has accepted for exchange under the
exchange offer only after the exchange agent timely receives:
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outstanding Notes or a timely book-entry confirmation of the
outstanding Notes into the exchange agents account at
DTC; and |
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a properly completed and duly executed letter of transmittal and
all other required documents or a properly transmitted
agents message. |
106
By signing the accompanying letter of transmittal or authorizing
the transmission of the agents message, each tendering
holder of outstanding Notes will represent or be deemed to have
represented to Platinum Finance and Platinum Holdings that,
among other things:
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any Exchange Notes that the holder receives will be acquired in
the ordinary course of its business; |
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the holder has no arrangement or understanding with any person
or entity to participate in the distribution of the Exchange
Notes; |
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if the holder is not a broker-dealer, that it is not engaged in
and does not intend to engage in the distribution of the
Exchange Notes; |
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if the holder is a broker-dealer that will receive Exchange
Notes for its own account in exchange for outstanding Notes that
were acquired as a result of market-making activities or other
trading activities, that it will deliver a prospectus, as
required by law, in connection with any resale of any Exchange
Notes. See Plan of Distribution; |
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the holder is not an affiliate, as defined in
Rule 405 of the Securities Act, of Platinum Finance or
Platinum Holdings or, if the holder is an affiliate, it will
comply with any applicable registration and prospectus delivery
requirements of the Securities Act; and |
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the holder is not acting on behalf of any person who could not
truthfully make the foregoing representations. |
Book-Entry Transfer
The exchange agent will make a request to establish an account
with respect to the outstanding Notes at DTC for purposes of the
exchange offer promptly after the date of this prospectus. Any
financial institution participating in DTCs system may
make book-entry delivery of outstanding Notes by causing DTC to
transfer the outstanding Notes into the exchange agents
account at DTC in accordance with DTCs procedures for
transfer. Holders of outstanding Notes who are unable to deliver
confirmation of the book-entry tender of their outstanding Notes
into the exchange agents account at DTC or all other
documents required by the letter of transmittal to the exchange
agent prior to the expiration date must tender their outstanding
Notes according to the guaranteed delivery procedures described
below.
Guaranteed Delivery Procedures
Holders wishing to tender their outstanding Notes but whose
outstanding Notes are not immediately available or who cannot
deliver their outstanding Notes, the accompanying letter of
transmittal or any other required documents to the exchange
agent or comply with the applicable procedures under DTCs
ATOP prior to the expiration date may tender if:
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the tender is made through an eligible guarantor institution; |
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prior to the expiration date, the exchange agent receives from
the eligible guarantor institution either a properly completed
and duly executed notice of guaranteed delivery, by facsimile
transmission, mail or hand delivery, or a properly transmitted
agents message relating to guaranteed delivery: |
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1. |
setting forth the name and address of the holder, the registered
number(s) of the outstanding Notes and the principal amount of
outstanding Notes tendered; |
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stating that the tender is being made thereby; and |
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3. |
guaranteeing that, within three New York Stock Exchange trading
days after the expiration date, the accompanying letter of
transmittal, or facsimile thereof, together with the outstanding
Notes or a book-entry confirmation, and any other documents
required by the accompanying letter of transmittal will be
deposited by the eligible guarantor institution with the
exchange agent; and |
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the exchange agent receives the properly completed and executed
letter of transmittal, or facsimile thereof, as well as all
tendered outstanding Notes in proper form for transfer or a
book-entry confirmation, and all other documents required by the
accompanying letter of transmittal, within three New York Stock
Exchange trading days after the expiration date. |
Upon request to the exchange agent, a notice of guaranteed
delivery will be sent to holders who wish to tender their
outstanding Notes according to the guaranteed delivery
procedures set forth above.
Withdrawal of Tenders
Except as otherwise provided in this prospectus, holders of
outstanding Notes may withdraw their tenders not later than the
close of business on the last exchange date.
For a withdrawal to be effective:
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the exchange agent must receive a written notice of withdrawal,
which notice may be by facsimile transmission or letter of
withdrawal at the address set forth below under
Exchange Agent; or |
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holders must comply with the appropriate procedures of
DTCs ATOP system. |
Any notice of withdrawal must:
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specify the name of the person who tendered the outstanding
Notes to be withdrawn; |
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identify the outstanding Notes to be withdrawn, including the
principal amount of the outstanding Notes; |
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where certificates for outstanding Notes have been transmitted,
specify the name in which the outstanding Notes were registered,
if different from that of the withdrawing holder; and |
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contain a statement that the holder is withdrawing its election
to have the outstanding Notes exchanged. |
If certificates for outstanding Notes have been delivered or
otherwise identified to the exchange agent, then, prior to the
release of the certificates, the withdrawing holder must also
submit:
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the serial numbers of the particular certificates to be
withdrawn; and |
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a signed notice of withdrawal with signatures guaranteed by an
eligible guarantor institution unless the holder is an eligible
guarantor institution. |
If outstanding Notes have been tendered pursuant to the
procedure for book-entry transfer described above, any notice of
withdrawal must specify the name and number of the account at
DTC to be credited with the withdrawn outstanding Notes and
otherwise comply with the procedures of the facility. Platinum
Finance will determine all questions as to the validity, form
and eligibility, including time of receipt, of the notices, and
its determination will be final and binding on all parties.
Platinum Finance will deem any outstanding Notes so withdrawn
not to have been validly tendered for exchange for purposes of
the exchange offer. Any outstanding Notes that have been
tendered for exchange but that are not exchanged for any reason
will be returned to their holder without cost to the holder, or,
in the case of outstanding Notes tendered by book-entry transfer
into the exchange agents account at DTC according to the
procedures described above, the outstanding Notes will be
credited to an account maintained with DTC for outstanding
Notes, as soon as practicable after withdrawal, rejection of
tender or termination of the exchange offer. Properly withdrawn,
outstanding Notes may be retendered by following one of the
procedures described under Procedures for
Tendering above at any time prior to the expiration date.
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Exchange Agent
JPMorgan Chase Bank, N.A. has been appointed as exchange agent
for the exchange offer. You should direct questions and requests
for assistance, requests for additional copies of this
prospectus or for the letter of transmittal and requests for the
notice of guaranteed delivery to the exchange agent as follows:
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By Regular, Registered or Certified Mail or Overnight
Delivery:
JPMorgan Chase Bank, N.A.
2001 Bryant Street 10th Floor
Dallas, Texas 75201
Attention: Worldwide Securities Services |
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By Facsimile Transmission
(for Eligible Guarantor Institutions only):
(214) 468-6494
Attention: Frank Ivins |
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To Confirm by Telephone:
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By Hand: |
(214) 468-6464
Attention: Frank Ivins
For Information Call:
1-800-275-2048
Attention: Customer Service |
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JPMorgan Chase Bank, N.A.
4 New York Plaza
Ground Floor Window
New York, NY 10004
Attention: Worldwide Securities Services |
Delivery of the letter of transmittal to an address other than
as set forth above or transmission via facsimile other than as
set forth above does not constitute a valid delivery of the
letter of transmittal.
Fees and Expenses
Platinum Finance and Platinum Holdings will bear, jointly and
severally (but without duplication), all registration expenses
of soliciting tenders. The principal solicitation is being made
by mail; however, Platinum Finance and Platinum Holdings may
make additional solicitations by telephone or in person by its
officers and regular employees and those of its affiliates.
Neither Platinum Finance nor Platinum Holdings has retained any
dealer-manager in connection with the exchange offer, and
neither Platinum Finance nor Platinum Holdings will make any
payments to broker-dealers or others soliciting acceptance of
the exchange offer. Platinum Finance and Platinum Holdings will,
however, pay the exchange agent reasonable and customary fees
for its services and reimburse it for its related reasonable
out-of-pocket expenses.
Platinum Finance and Platinum Holdings will pay the cash
expenses to be incurred in connection with the exchange offer.
The expenses are estimated in the aggregate to be approximately
$225,000. These expenses include:
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SEC registration fees; |
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fees and expenses of the exchange agent and trustee; |
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accounting and legal fees and printing costs; and |
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related fees and expenses. |
Transfer Taxes
Platinum Finance and Platinum Holdings will pay all transfer
taxes, if any, applicable to the exchange of outstanding Notes
under the exchange offer. The tendering holder, however, will be
required to pay any transfer taxes, whether imposed on the
registered holder or any other person, if:
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certificates representing outstanding Notes for principal
amounts not tendered or accepted for exchange are to be
delivered to, or are to be issued in the name of, any person
other than the registered holder of outstanding Notes tendered; |
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tendered outstanding Notes are registered in the name of any
person other than the person signing the letter of
transmittal; or |
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a transfer tax is imposed for any reason other than the exchange
of outstanding Notes under the exchange offer. |
If satisfactory evidence of payment of the taxes is not
submitted with the letter of transmittal, the amount of the
transfer taxes will be billed to that tendering holder.
Holders who tender their outstanding Notes for exchange will not
be required to pay any transfer taxes. However, holders who
instruct Platinum Finance to register Exchange Notes in the name
of, or request that outstanding Notes not tendered or not
accepted in the exchange offer be returned to, a person other
than the registered tendering holder will be required to pay any
applicable transfer tax.
Each holder of the outstanding Notes will pay all underwriting
discounts and commissions, brokerage commissions and transfer
taxes, if any, related to the sale or disposition of outstanding
Notes pursuant to a shelf registration statement.
Consequences of Failure to Exchange
Holders of outstanding Notes who do not exchange their
outstanding Notes for Exchange Notes under the exchange offer
will remain subject to the restrictions on transfer of the
outstanding Notes:
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as set forth in the legend printed on the outstanding Notes as a
consequence of the issuance of the outstanding Notes under the
exemption from, or in transactions not subject to, the
registration requirements of the Securities Act and applicable
state securities laws; and |
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otherwise as set forth in the offering memorandum distributed in
connection with the private offering of the outstanding Notes. |
In general, you may not offer or sell the outstanding Notes
unless they are registered under the Securities Act, or if the
offer or sale is exempt from registration under the Securities
Act and applicable state securities laws. Except as required by
the Exchange and Registration Rights Agreement, neither Platinum
Finance nor Platinum Holdings intends to register resales of the
outstanding Notes under the Securities Act. Based on
interpretations of the SEC staff, Exchange Notes issued under
the exchange offer may be offered for resale, resold or
otherwise transferred by their holders (other than any holder
that is our affiliate within the meaning of
Rule 405 under the Securities Act) without compliance with
the registration and prospectus delivery provisions of the
Securities Act, provided that the holders acquired the Exchange
Notes in the ordinary course of the holders businesses and
the holders have no arrangement or understanding with respect to
the distribution of the Exchange Notes to be acquired in the
exchange offer. Any holder who tenders in the exchange offer for
the purpose of participating in a distribution of the Exchange
Notes:
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cannot rely on the applicable interpretations of the
SEC; and |
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must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a
secondary resale transaction. |
The tender of outstanding Notes under the exchange offer will
reduce the principal amount of outstanding Notes, which may have
an adverse effect upon, and increase the volatility of, the
market price for outstanding Notes due to a reduction in
liquidity.
Accounting Treatment
Platinum Finance will record the Exchange Notes in its
accounting records at the same carrying value as the outstanding
Notes, which is the aggregate principal amount, as reflected in
its accounting records on the date of exchange. Accordingly,
Platinum Finance will not recognize any gain or loss for
accounting purposes in connection with the exchange offer.
Platinum Finance will amortize the expenses of the exchange
offer over the life of the Exchange Notes.
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Other
Participation in the exchange offer is voluntary, and you should
carefully consider whether to accept. You are urged to consult
your financial and tax advisors in making your own decision on
what action to take.
Platinum Finance and Platinum Holdings may in the future seek to
acquire untendered outstanding Notes in open market or privately
negotiated transactions, through subsequent exchange offers or
otherwise. Platinum Finance and Platinum Holdings have no
present plans to acquire any outstanding Notes that are not
tendered in the exchange offer or to file a registration
statement to permit resales of any untendered outstanding Notes.
DESCRIPTION OF THE EXCHANGE NOTES
The following description is a summary of the terms of the
Exchange Notes. The Exchange Notes are being issued pursuant to
an indenture, dated as of October 10, 2002, among Platinum
Finance, as issuer, Platinum Holdings, as guarantor, and
JPMorgan Chase Bank, N.A. (as successor entity to JPMorgan Chase
Bank), as trustee, as supplemented by a first supplemental
indenture, dated as of November 1, 2002, among Platinum
Finance, Platinum Holdings and the trustee, and as further
supplemented by a second supplemental indenture, dated as of
August 16, 2005, among Platinum Finance, Platinum Holdings
and the trustee (we refer to these agreements collectively as
the Indenture). A copy of the Indenture has been
filed with the SEC. See Available Information for
information on how to obtain a copy of the Indenture. The
Indenture and its associated documents contain the full legal
text of the matters described in this section. The Indenture and
the Exchange Notes are governed by New York law, without regard
to conflicts of laws principles thereof.
Because this section is a summary, it does not describe every
aspect of the Exchange Notes and the Indenture. This summary is
subject to and qualified in its entirety by reference to all the
provisions of the Indenture, including definitions of certain
terms used in the Indenture. For example, references in
parentheses refer to certain sections of the Indenture.
The summary herein of certain provisions of the Indenture does
not purport to be complete and is subject to, and is qualified
in its entirety by reference to, all the provisions of the
Indenture, a copy of which will be available upon request to
Platinum Holdings or Platinum Finance.
Platinum Finance initially issued the Senior Notes in November
2002 in connection with the issuance by Platinum Holdings of
equity security units. Each equity security unit has a stated
amount of $25 and initially consisted of (a) a contract
pursuant to which the holders agree to purchase, for $25, common
shares of Platinum Holdings on November 16, 2005 and
(b) a 1/40, or 2.5%, ownership interest in a
5.25% Senior Guaranteed Note due November 16, 2007 of
Platinum Finance with a principal amount of $1,000.
On August 16, 2005, we successfully completed the
remarketing of $137.5 million aggregate principal amount of
the Senior Notes at a price of 100.7738%. The Senior Notes
originally bore interest at a rate of 5.25% per annum.
Interest was reset to a rate of 6.371% per annum and will
accrue from August 16, 2005 on the remarketed notes (which
we refer to as the Notes). Interest is payable on the Notes on
May 16 and November 16 of each year, commencing
November 16, 2005. The Notes no longer form a part of the
ESUs. The remarketing was conducted pursuant to the terms of the
ESUs. The Notes were issued by Platinum Finance and
unconditionally guaranteed by Platinum Holdings. We are now
offering to exchange the Exchange Notes for the Notes by means
of the registration statement of which this prospectus forms a
part.
The Exchange Notes are unsecured and rank equally with all of
Platinum Finances other existing and future unsecured and
unsubordinated debt, including its outstanding 7.50% Notes
in the aggregate principal amount of $250,000,000. The Exchange
Notes are guaranteed by Platinum Holdings on a senior,
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unsecured basis. The Exchange Notes are being issued in an
aggregate principal amount of $137,500,000. Platinum Finance
will not receive any proceeds from this exchange offer.
Pursuant to the Exchange and Registration Rights Agreement,
Platinum Holdings and Platinum Finance agreed with Goldman,
Sachs & Co. and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated to file the
registration statement of which this prospectus forms a part to
enable holders to exchange the Notes for publicly registered
Exchange Notes having substantially identical terms, except for
certain provisions relating to transfer restrictions and
additional interest. The Notes and the Exchange Notes will be
considered collectively to be a single series for all purposes
under the Indenture governing the notes, including, without
limitation, waivers, amendments, redemptions and offers to
purchase, and for purposes of this Description of the Exchange
Notes, all references herein to notes shall be
deemed to refer collectively to Notes and any Exchange Notes,
unless the context otherwise requires.
Platinum Finance May Issue Other Series of Debt Securities
The Indenture permits Platinum Finance to issue different series
of debt securities from time to time. The Exchange Notes are a
single, distinct series of debt securities. A summary of the
terms of the Exchange Notes is provided below under
Overview of the Exchange Notes.
The Indenture and the Exchange Notes do not limit the ability of
Platinum Finance or Platinum Holdings to incur other debt or to
issue other securities. Also, Platinum Finance and Platinum
Holdings are not subject to financial or similar restrictions by
the terms of the Exchange Notes, except for certain
restrictive covenants described below. When
reference is made to a series of debt securities, it is intended
to mean a series, such as the Exchange Notes, issued under the
Indenture.
Overview of the Exchange Notes
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Principal, Maturity and Interest |
We are hereby offering to exchange the outstanding Notes in the
aggregate principal amount of $137.5 million for $137.5
aggregate principal amount of Exchange Notes. The Exchange Notes
mature on November 16, 2007. The Exchange Notes will bear
interest at 6.371% per year on and after August 16,
2005. Interest will be payable semi-annually in arrears on May
16 and November 16 of each year (each an interest payment
date), commencing on November 16, 2005, to the person
in whose name the Exchange Note is registered at the close of
business on the first day of the month in which the interest
payment date falls. The Exchange Notes are not redeemable prior
to their stated maturity except as described below and will not
have the benefit of a sinking fund.
Platinum Holdings has irrevocably guaranteed on a senior and
unsecured basis the payment in full of the interest payments
that are required to be paid on the Exchange Notes, the
principal amount of the Exchange Notes, interest payments on
overdue interest payments and principal amounts due on the
Exchange Notes, to the extent permitted by law, and any other
payments due to holders of Exchange Notes under the Indenture,
as further described under Guarantee
below.
The amount of interest payable for any period will be computed
on the basis of a 360-day year consisting of twelve 30-day
months. The amount of interest payable for any period shorter
than a full quarterly or semi-annual period for which interest
is computed will be computed on the basis of the actual number
of days elapsed in the 90-day period. In the event that any date
on which interest is payable on the Exchange Notes is not a
business day, the payment of the interest payable on that date
will be made on the next succeeding day that is a business day,
without any interest or other payment in respect of the delay,
except that, if the business day is in the next succeeding
calendar year, then the payment will be made on the immediately
preceding business day, in each case with the same force and
effect as if made on the scheduled payment date.
Both Platinum Holdings and Platinum Finance are holding
companies with no operations of their own. Platinum
Finances ability to pay its obligations under the Exchange
Notes is dependent upon its
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ability to obtain cash dividends or other cash payments or
obtain loans from its subsidiaries. Similarly, Platinum
Holdings ability to pay its obligations under the
guarantee is dependent upon its ability to obtain cash dividends
or obtain loans from its subsidiaries. Platinum Holdings
and Platinum Finances operating subsidiaries are separate
and distinct legal entities and will have no obligation,
contingent or otherwise, to pay any dividends or make any other
distributions (except for payments required pursuant to the
terms of intercompany indebtedness) to Platinum Holdings or
Platinum Finance. Various financing arrangements, charter
provisions and regulatory requirements may impose certain
restrictions on the abilities of Platinum Holdings and
Platinum Finances subsidiaries to transfer funds to
Platinum Holdings and Platinum Finance in the form of cash
dividends, loans or advances. See Business
Regulation.
In addition, because Platinum Holdings and Platinum Finance are
holding companies, except to the extent that Platinum Holdings
or Platinum Finance have priority or equal claims against their
subsidiaries as a creditor, Platinum Finances obligations
under the Exchange Notes and Platinum Holdings obligations
under the guarantee are effectively subordinated to the debt and
other obligations of their respective subsidiaries because, as
the shareholders of their subsidiaries, Platinum Holdings and
Platinum Finance are subject to the prior claims of creditors of
their subsidiaries. As of June 30, 2005, Platinum
Finances subsidiaries had approximately
$1,270 million in liabilities and obligations that would
have effectively ranked senior to the Exchange Notes, and
Platinum Holdings subsidiaries (including Platinum Finance
and its subsidiaries) had approximately $1,559 million in
liabilities and obligations that would have effectively ranked
senior to the guarantee.
There are no provisions in either the Indenture or the Exchange
Notes that protect the holders in the event that Platinum
Finance incurs substantial additional indebtedness, whether or
not in connection with a change in control. In addition, there
are no provisions in the guarantee that protect the holders in
the event that Platinum Holdings or its subsidiaries incur
substantial additional indebtedness, whether or not in
connection with a change in control.
If a tax event occurs and is continuing, Platinum Finance may,
at its option, redeem the Exchange Notes in whole, but not in
part, at any time at the redemption price for each Exchange Note
referred to below. Installments of interest on Exchange Notes
which are due and payable on or prior to a redemption date will
be payable to holders of the Exchange Notes registered as such
at the close of business on the relevant record dates. If,
following the occurrence of a tax event, Platinum Finance
exercises its option to redeem the Exchange Notes, the proceeds
of the redemption will be payable in cash to the holders of the
Exchange Notes.
Tax event means the receipt by Platinum Finance of
an opinion of nationally recognized tax counsel experienced in
such matters to the effect that there is more than an
insubstantial risk that interest payable by Platinum Finance on
the Exchange Notes on the next interest payment date will not be
deductible, in whole or in part, by Platinum Finance for
U.S. federal income tax purposes as a result of
(i) any amendment to, change in, or announced proposed
change in, the laws, or any regulations thereunder, of the
United States or any political subdivision or taxing authority
thereof or therein affecting taxation (other than any such
amendment, change or announced proposed change to the so-called
earnings stripping provisions of Section 163(j)
of the Code, which limit the ability of U.S. corporations
to deduct interest on certain debt owed to or guaranteed by
related foreign persons), (ii) any amendment to or change
in an official interpretation or application of any such laws or
regulations by any legislative body, court, governmental agency
or regulatory authority or (iii) any official
interpretation, pronouncement or application that provides for a
position with respect to any such laws or regulations that
differs from the generally accepted position on the date of this
prospectus, which amendment, change or proposed change is
effective or which interpretation or pronouncement is announced
on or after the date of this prospectus.
Solely for purposes of determining the treasury portfolio
purchase price in the case of a tax event redemption date,
treasury portfolio shall mean a portfolio of zero
coupon U.S. treasury securities consisting of
(i) principal or interest strips of U.S. treasury
securities that mature on or prior to
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November 16, 2007 in an aggregate amount equal to the
aggregate principal amount of the Exchange Notes outstanding on
the tax event redemption date and (ii) with respect to each
scheduled interest payment date on the Exchange Notes that
occurs after the tax event redemption date, interest or
principal strips of U.S. treasury securities that mature on
or prior to that interest payment date in an aggregate amount
equal to the aggregate interest payment that would be due on the
aggregate principal amount of the Exchange Notes outstanding on
the tax event redemption date.
Redemption price means for each Exchange Note the
product of the principal amount of the Exchange Note and a
fraction the numerator of which is the treasury portfolio
purchase price and the denominator of which is the aggregate
principal amount of the Exchange Notes outstanding on the tax
event redemption date. Depending on the amount of the treasury
portfolio purchase price, the redemption amount could be less
than or greater than the principal amount of the Exchange Notes.
Treasury portfolio purchase price means the lowest
aggregate price quoted by a primary U.S. government
securities dealer in New York City to the quotation agent on the
third business day immediately preceding the tax event
redemption date for the purchase of the treasury portfolio for
settlement on the tax event redemption date.
Quotation agent means each of Goldman,
Sachs & Co. or its successor or any other primary
U.S. government securities dealer in New York City selected
by Platinum Finance.
Notice of any redemption will be mailed at least 30 days
but not more than 60 days before the redemption date to
each registered holder of Exchange Notes to be redeemed at its
registered address. Unless Platinum Finance defaults in payment
of the redemption price, on and after the redemption date,
interest shall cease to accrue on the Exchange Notes. In the
event any Exchange Notes are called for redemption, neither
Platinum Finance nor the trustee will be required to register
the transfer of or exchange the Exchange Notes to be redeemed
during a period beginning at the opening of business
15 days before the day of the mailing of a notice of
redemption and ending at the close of business on the day of
such mailing.
The Exchange Notes initially will be represented by a global
security registered in the name of Cede & Co., as
nominee of DTC. For a discussion of global securities, see
Global Clearance and Settlement. The
Exchange Notes will be subject to certain restrictions on
transfer and such Exchange Notes will bear a restrictive legend
as described under Notice to Investors.
Exchange and Transfer of Definitive Exchange Notes. If
Platinum Finance issues definitive Exchange Notes, you may have
your Exchange Notes broken into smaller authorized denominations
or combined into larger authorized denominations of the same
series, as long as the total principal amount is not changed.
(Section 305) This is called an exchange.
You may exchange or transfer definitive Exchange Notes at the
office of the trustee. The trustee acts as Platinum
Finances agent for registering Exchange Notes in the names
of Holders and transferring Exchange Notes. Platinum Finance may
change this appointment to another entity or itself. The entity
performing the role of maintaining the list of registered
Holders is called the Security Registrar.
(Section 305)
You will not be required to pay a service charge to transfer or
exchange definitive Exchange Notes, but you may be required to
pay for any tax or other governmental charge associated with the
exchange or transfer. The transfer or exchange will only be made
if the Security Registrar is satisfied with your proof of
ownership.
Platinum Finance will pay interest to you if you are a direct
Holder listed in the trustees records at the close of
business on a particular day in advance of each Interest Payment
Date, even if you no longer
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own the Exchange Note on the Interest Payment Date. That
particular day is called the Regular Record Date.
(Section 307) The Regular Record Date relating to an
Interest Payment Date for any Exchange Note will be the business
day next preceding an Interest Payment Date. Holders buying and
selling Exchange Notes must work out between them how to
compensate for the fact that Platinum Finance will pay all the
interest for an interest period to the one who is the registered
Holder on the Regular Record Date. The most common manner is to
adjust the sales price of the Exchange Notes to prorate interest
fairly between buyer and seller. This prorated interest amount
is called accrued interest.
Platinum Finance will pay interest, principal, any premium and
any other money due on the Exchange Notes at the corporate trust
office of the trustee in New York City. That office is currently
located at 4 New York Plaza, 15th Floor, New York, New
York. You must make arrangements to have your payments picked up
at or wired from that office. Platinum Finance may also choose
to pay interest by mailing checks.
Platinum Finance may also arrange for additional payment
offices, and may cancel or change these offices, including use
of the trustees corporate trust office. These offices are
called Places of Payment. Platinum Finance must
notify the trustee of any change in the location of such office.
(Section 1002) Platinum Finance may also choose to act as
its own Paying Agent.
Platinum Finance and the trustee will send notices regarding the
Exchange Notes only to direct Holders, using their addresses as
listed in the trustees records. (Section 106)
Regardless of who acts as Paying Agent, all money paid by
Platinum Finance to a Paying Agent that remains unclaimed at the
end of one year after the amount is due to direct Holders will
be repaid to Platinum Finance. After that one-year period, you
may look only to Platinum Finance or Platinum Holdings for
payment and not to the trustee, any other Paying Agent or anyone
else. (Section 1003)
Overview of Remainder of This Description
In the remainder of this description you or
your refer to direct Holders and not street
name or other indirect holders of Exchange Notes. Unless
and until Platinum Finance issues definitive Exchange Notes to
you, you will be an indirect holder of an interest in the Global
Exchange Note and as such, you should read the subsection above
entitled Form and Denomination.
The remainder of this description summarizes:
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your rights under several special situations, such as if
Platinum Finance or Platinum Holdings merges with another
company or if Platinum Finance wants to change a term of the
Exchange Notes; |
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promises each of Platinum Finance and Platinum Holdings makes to
you about how each will run its business, or certain business
actions that Platinum Finance and Platinum Holdings promise not
to take (known as restrictive covenants); and |
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your rights if Platinum Finance defaults or experiences other
financial difficulties. |
Special Situations
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Mergers and Similar Events |
Platinum Finance and Platinum Holdings are generally permitted
to consolidate with or merge into any other person. Each of
Platinum Finance and Platinum Holdings is also permitted to sell
substantially all of its assets to any other person, or to buy
substantially all of the assets of any other person. However,
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Platinum Finance or Platinum Holdings may not take any of these
actions unless all the following conditions are met:
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Where Platinum Finance or Platinum Holdings merges out of
existence or sells all or substantially all of its assets, the
other person must be organized under the laws of a State or the
District of Columbia or under Federal law, or in the case of
Platinum Holdings, Bermuda, and it must agree to be legally
responsible for the Exchange Notes in the case of Platinum
Finance, or in the case of Platinum Holdings, the guarantee.
Upon assumption of Platinum Finances or Platinum
Holdings obligations by such a person in such
circumstances, Platinum Finance and Platinum Holdings, as the
case may be, shall be relieved of all obligations and covenants
under the Indenture and the Exchange Notes and the guarantee, as
the case may be. |
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The merger, sale of all or substantially all of Platinum
Finances or Platinum Holdings assets or other
transaction must not cause a default on the Exchange Notes, and
Platinum Finance and Platinum Holdings, as the case may be, must
not already be in default unless the merger or other transaction
would cure the default. For purposes of this no-default test, a
default would include an Event of Default that has occurred and
not been cured, as described below under What
is an Event of Default? A default for this purpose would
also include any event that would be an Event of Default if
Platinum Finance or Platinum Holdings received the required
notice of its default or if under the Indenture the default
would become an event of default after existing for a specified
period of time. |
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It is possible that the merger, sale of all or substantially all
of Platinum Finances or Platinum Holdings assets or
other transaction would cause some of Platinum Finances or
Platinum Holdings property to become subject to a mortgage
or other legal mechanism giving lenders preferential rights in
that property over other lenders or over its general creditors
if Platinum Finance or Platinum Holdings, as the case may be,
fails to pay them back. If a merger or other transaction would
create any non-permitted or prohibited Liens on its property,
Platinum Finance or Platinum Holdings, as the case may be, shall
grant an equivalent or higher-ranking Lien on the same property
to you and the other direct Holders. (Section 801) |
There are three types of changes Platinum Finance can make to
the Indenture and the Exchange Notes.
Changes Requiring Your Approval. First, there are changes
that cannot be made to the Indenture without your specific
approval. Following is a list of those types of changes:
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change the Stated Maturity of the principal or interest on an
Exchange Note; |
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reduce any amounts due on an Exchange Note; |
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reduce the amount of principal payable upon acceleration of the
Maturity of an Exchange Note following an Event of Default; |
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change the place or currency of payment for an Exchange Note; |
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impair your right to sue for payment; |
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reduce the percentage in principal amount of the Exchange Notes
the approval of the Holders of which is needed to modify or
amend the Indenture or the rights of Holders of the Exchange
Notes; |
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reduce the percentage in principal amount of the Exchange Notes
the approval of the Holders of which is needed to waive
compliance with certain provisions of the Indenture or to waive
certain defaults; |
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modify any other aspect of the provisions dealing with
modification and waiver of the Indenture, except to increase the
percentage required for any modification or to provide that
other provisions of the Indenture may not be modified or waived
without your consent; and |
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change in any manner adverse to the interests of the Holders the
obligations of Platinum Holdings in respect of the due and
punctual payment of principal and interest on the Exchange
Notes, interest payments on overdue interest payments and
principal amounts due under the Exchange Notes and any other
payments due to holders of the Exchange Notes under the Exchange
Notes. (Section 902) |
Changes Not Requiring Your Approval. The second type of
change does not require any vote by Holders of the Exchange
Notes. This type is limited to corrections and clarifications
and certain other changes that would not adversely affect
Holders of the Exchange Notes. Similarly, Platinum Finance does
not need any approval to make changes that affect only debt
securities to be issued under the Indenture after the changes
take effect. Platinum Finance may also make changes or obtain
waivers that do not adversely affect a particular Exchange Note,
even if they affect other notes or other debt securities issued
under the Indenture. In those cases, Platinum Finance needs only
to obtain any required approvals from the Holders of the
affected notes or other debt securities.
Changes Requiring a Majority Vote. Any other change to
the Indenture and the Exchange Notes would require the following
approval:
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If the change affects only the Exchange Notes, it must be
approved by the Holders of a majority in principal amount of the
Exchange Notes. |
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If the change affects the Exchange Notes as well as one or more
other series of debt securities issued under the Indenture, it
must be approved by the holders of a majority in principal
amount of each series affected by the change. In each case, the
required approval must be given by written consent. Most changes
fall into this category. |
The same vote would be required for Platinum Finance to obtain a
waiver of a past default. However, Platinum Finance cannot
obtain a waiver of a payment default or any other aspect of the
Indenture or the Exchange Notes listed in the first category
described previously under Changes Requiring
Your Approval unless Platinum Finance obtains your
individual consent to the waiver. (Section 513)
Further Details Concerning Voting. Exchange Notes will
not be considered outstanding, and therefore not eligible to
vote, if Platinum Finance or Platinum Holdings has deposited
with the trustee or any paying agent other than Platinum Finance
or Platinum Holdings or set aside in trust for you money for
their payment or redemption. (Section 101)
Platinum Finance will generally be entitled to set any day as a
record date for the purpose of determining the Holders of
outstanding Exchange Notes that are entitled to vote or take
other action under the Indenture. In certain limited
circumstances, the trustee will be entitled to set a record date
for action by Holders. If Platinum Finance or the trustee sets a
record date for a vote or other action to be taken by Holders of
Exchange Notes, that vote or action may be taken only by persons
who are Holders of outstanding Exchange Notes on the record date
and must be taken within 180 days following the record date
or another period that Platinum Finance may specify (or as the
trustee may specify, if it set the record date). Platinum
Finance may shorten or lengthen (but not beyond 180 days)
this period from time to time. (Section 104)
Street name and other indirect holders should
consult their banks or brokers for information on how approval
may be granted or denied if Platinum Finance seeks to change the
Indenture or the Exchange Notes or request a waiver.
Platinum Finance covenants that, so long as any of the Exchange
Notes remain outstanding, it will not, and will not permit any
Significant Subsidiary to, directly or indirectly, create,
issue, assume, incur or
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guarantee any indebtedness for money borrowed which is secured
by a mortgage, pledge, lien, security interest or other
encumbrance of any nature on any of the Voting Stock of a
Significant Subsidiary without equally and ratably securing the
Exchange Notes (and, if Platinum Finance elects, any other
indebtedness of Platinum Finance or such Significant Subsidiary
that is not subordinate to the Exchange Notes) with (or prior
to) such secured indebtedness so long as such secured
indebtedness is so secured.
Default and Related Matters
The Exchange Notes are not secured by any property or assets of
Platinum Finance. Accordingly, your ownership of Exchange Notes
means you are one of Platinum Finances unsecured
creditors. The Exchange Notes are not subordinated to any of
Platinum Finances other debt obligations and therefore
they rank equally with all of Platinum Finances other
unsecured and unsubordinated indebtedness, including its
outstanding 7.50% Notes in the aggregate principal amount
of $250,000,000. The guarantee is unsecured and ranks equally in
right of payment to all other senior unsecured debt of Platinum
Holdings, including its guarantee of Platinum Finances
outstanding 7.50% Notes in the aggregate principal amount
of $250,000,000.
You will have special rights if an Event of Default occurs and
is not cured, as described later in this subsection.
What is an Event of Default? The term Event of
Default means any of the following:
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Principal or any premium on an Exchange Note is not paid on its
due date. |
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Interest on an Exchange Note is not paid within 30 days of
its due date. |
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Platinum Finance or Platinum Holdings remains in breach of a
restrictive covenant or any other term of the Indenture for
90 days after Platinum Finance and Platinum Holdings
receive a notice of default stating Platinum Finance or Platinum
Holdings, as the case may be, is in breach. The notice must be
sent by either the trustee or Holders of at least 25% of the
principal amount of the Exchange Notes. If the notice is sent by
the Holders of at least 25% of the principal amount of the
Exchange Notes, the Holders must also give notice to the trustee. |
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The guarantee ceases to be in full force and effect. |
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A default by Platinum Finance or Platinum Holdings under any
debt for money borrowed having an aggregate principal amount
outstanding of at least $25 million, or a default by
Platinum Finance or Platinum Holdings under any mortgage,
Indenture or instrument under which there may be issued or may
be secured or evidenced any debt for money borrowed of Platinum
Finance or Platinum Holdings having an aggregate principal
amount outstanding of at least $25 million, whether such
debt exists now or is created later, which default
(A) results because Platinum Finance or Platinum Holdings
did not pay any part of the principal of such debt when the
principal was due after any applicable grace period expires or
(B) causes the debt to become due and payable before the
date on which it would otherwise have become due, without, in
the case of clause (A), such debt being discharged or
without, in the case of clause (B), such debt being
discharged or such acceleration having been rescinded or
annulled, both within 10 days after the trustee or the
Holders of at least 25% in principal amount of the notes give
Platinum Finance or Platinum Holdings notice of the default and
require that Platinum Finance or Platinum Holdings remedy the
breach. |
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Platinum Finance or Platinum Holdings files for bankruptcy or
certain other events in bankruptcy, insolvency or reorganization
occur. (Section 501) |
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Remedies If an Event of Default Occurs. If an Event of
Default has occurred and has not been cured, the trustee or the
Holders of at least 25% in principal amount of the Exchange
Notes may declare the entire principal amount of all the
Exchange Notes due and immediately payable. This is called a
declaration of acceleration of Maturity. If an Event of Default
occurs because of certain events in bankruptcy, insolvency or
reorganization, the principal amount of all the Exchange Notes
will be automatically accelerated, without any action by the
trustee or any Holder. A declaration of acceleration of Maturity
may be cancelled by the Holders of at least a majority in
principal amount of the Exchange Notes. (Section 502)
Except in cases of default where the trustee has some special
duties, the trustee is not required to take any action under the
Indenture at the request of any Holders unless the Holders offer
the trustee reasonable protection from expenses and liability
(called an indemnity). (Section 603) If
reasonable indemnity is provided, the Holders of a majority in
principal amount of the Exchange Notes outstanding may direct
the time, method and place of conducting any lawsuit or other
formal legal action seeking any remedy available to the trustee.
These majority Holders may also direct the trustee in performing
any other action under the Indenture. (Section 512)
Before you bypass the trustee and bring your own lawsuit or
other formal legal action or take other steps to enforce your
rights or protect your interests relating to the notes, the
following must occur:
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You must give the trustee written notice that an Event of
Default has occurred and remains uncured. |
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The Holders of at least 25% in principal amount of all
outstanding Exchange Notes must make a written request that the
trustee take action because of the Event of Default, and must
offer reasonable indemnity to the trustee against the cost and
other liabilities of taking that action. |
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The trustee must have not taken action for 90 days after
receipt of the above notice and offer of indemnity. |
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No direction inconsistent with this written request has been
given to the trustee during the same 90-day period by the
Holders of a majority in principal amount of outstanding notes.
(Section 507) |
However, you are entitled at any time to bring a lawsuit for the
payment of money due on your Exchange Note on or after the due
date of that payment. (Section 508)
Street name and other indirect holders should
consult their banks or brokers for information on how to give
notice or direction to or make a request of the trustee and to
make or cancel a declaration of acceleration.
Each of Platinum Finance and Platinum Holdings will furnish to
the trustee every year a written statement of two of its
officers certifying that to their knowledge it is in compliance
with the Indenture and the notes, or else specifying any
default. (Section 1006)
JPMorgan Chase Bank, N.A. is the trustee under the Indenture.
The trustee shall be subject to all the duties and
responsibilities specified with respect to an indenture trustee
under the Trust Indenture Act. The trustee and its affiliates
have performed services for Platinum Finance and Platinum
Holdings and their affiliates in the ordinary course of business.
Under the guarantee, Platinum Holdings irrevocably and
unconditionally guarantees, on a senior and unsecured basis, the
payment in full of the following:
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interest payments that are required to be paid on the Exchange
Notes; |
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the principal amount of the Exchange Notes; |
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interest payments on overdue interest payments and principal
amounts due on the Exchange Notes, to the extent permitted by
law; and |
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any other payments due to holders of Exchange Notes under the
Exchange Notes. |
The guarantee is unsecured and ranks equally in right of payment
to all other senior unsecured debt of Platinum Holdings,
including its guarantee of Platinum Finances outstanding
7.50% Notes in the aggregate principal amount of
$250,000,000. In addition, Platinum Holdings is a holding
company and its assets consist primarily of the capital stock of
its subsidiaries. Accordingly, Platinum Holdings depends on
dividends and other distributions from its subsidiaries in order
to make payments on the guarantee. Platinum Holdings
guarantee is effectively junior to the debt and other
liabilities of its subsidiaries.
The Exchange Notes and the guarantee do not limit Platinum
Holdings or Platinum Finances ability or the ability
of their subsidiaries to incur indebtedness. This would include
indebtedness that ranks equally with the Exchange Notes and the
guarantee.
The guarantee is governed by, and construed in accordance with,
the laws of the State of New York, without regard to conflicts
of laws principles thereof.
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Global Clearance and Settlement |
The Exchange Notes are represented by a global security
registered in the name of Cede & Co., as nominee of
DTC. We refer to the global security representing the Exchange
Notes as the Global Exchange Note. The Global Exchange Note is
issued only in fully registered form and without interest
coupons.
You may hold your beneficial interests in the Global Exchange
Note directly through DTC if you have an account at DTC, or
indirectly through organizations that have accounts at DTC.
What is a Global Security? A global security is a special
type of indirectly held security in the form of a certificate
held by a depositary for the investors in a particular issue of
securities. Since Platinum Finance issued the Exchange Notes in
the form of a global security, the ultimate beneficial owners
can only be indirect holders. This is done by requiring that the
Global Exchange Note be registered in the name of a financial
institution selected by Platinum Holdings or Platinum Finance,
as appropriate, and by requiring that the Exchange Notes
included in the Global Exchange Note not be transferred to the
name of any other direct holder unless the special circumstances
described below occur.
The financial institution that acts as the sole direct holder of
a global security is called the Depositary. Any
person wishing to own an Exchange Note must do so indirectly by
virtue of an account with a broker, bank or other financial
institution that in turn has an account with the Depositary. In
the case of the Exchange Notes, DTC will act as depositary and
Cede & Co. will act as its nominee.
Except under the limited circumstances described below or upon
the creation of normal units, a global security may be
transferred, in whole and not in part, only to DTC, to another
nominee of DTC or to a successor of DTC or its nominee.
Beneficial interests in a global security will be represented,
and transfers of such beneficial interests will be made, through
accounts of financial institutions acting on behalf of
beneficial owners either directly as account holders, or
indirectly through account holders, at DTC.
Special Investor Considerations Relating to the Global
Exchange Note. As an indirect holder, an investors
rights relating to the Global Exchange Note will be governed by
the account rules of the investors financial institution
and of the Depositary, DTC, as well as general laws relating to
securities transfers. Platinum Holdings and Platinum Finance
will not recognize this type of investor as a holder of Exchange
Notes and instead will deal only with DTC, the Depositary that
holds the Global Exchange Note. Beneficial interests in the
Global Exchange Note will be in multiples of $1,000.
Because the Exchange Notes will be issued only in the form of
the Global Exchange Note, an investor in Exchange Notes should
be aware that:
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The investor cannot get Exchange Notes registered in his or her
own name. |
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The investor cannot receive physical certificates for his or her
interest in the Exchange Notes. |
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The investor will be a street name holder and must
look to his or her own bank or broker for payments on the
Exchange Notes and protection of his or her legal rights
relating to the Exchange Notes. |
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The investor may not be able to sell interests in the Exchange
Notes to some insurance companies and other institutions that
are required by law to own their securities in the form of
physical certificates. |
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DTCs policies will govern payments, transfers, exchanges
and other matters relating to the investors interest in
the Global Exchange Note. Platinum Finance and the trustee have
no responsibility for any aspect of DTCs actions or for
its records of ownership interests in the Global Exchange Note.
None of Platinum Finance, Platinum Holdings, the trustee or the
purchase contract agent supervises DTC in any way. |
Description of DTC. DTC has informed Platinum Holdings
and Platinum Finance that:
DTC is a limited purpose trust company organized under the laws
of the State of New York, a member of the Federal Reserve
System, a clearing corporation within the meaning of
the Uniform Commercial Code and a clearing agency
registered pursuant to the provisions of Section 17A of the
Exchange Act.
DTC was created to hold securities for financial institutions
that have accounts with it, and to facilitate the clearance and
settlement of securities transactions between the account
holders through electronic book-entry changes in their accounts,
thereby eliminating the need for physical movement of
certificates. DTC account holders include securities brokers and
dealers, banks, trust companies and clearing corporations.
Indirect access to the DTC system is also available to banks,
brokers, dealers and trust companies that clear through, or
maintain a custodial relationship with, a DTC account holder,
either directly or indirectly.
DTCs rules are on file with the SEC.
DTCs records reflect only the identity of its participants
to whose accounts beneficial interests in the Global Exchange
Note are credited. These participants may or may not be the
owners of the beneficial interests so recorded. The participants
will be responsible for keeping account of their holdings on
behalf of their beneficial owners.
In a few special situations described in the next paragraph, the
Global Exchange Note will terminate and interests in it will be
exchanged for physical certificates representing Exchange Notes.
After that exchange, the choice of whether to hold the Exchange
Notes directly or in street name (in computerized
book-entry form) will be up to the investor. Investors must
consult their own bank or broker to find out how to have their
interests in Exchange Notes transferred to their own name, so
that they will be direct holders.
The special situations for termination of the Global Note are:
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When DTC notifies Platinum Finance or Platinum Holdings, as the
case may be, that it is unwilling, unable or no longer qualified
to continue as Depositary. |
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When an event has occurred that constitutes, or with the giving
of notice or passage of time would constitute, an Event of
Default and has not been cured. See Description of the
Exchange Notes Default and Related
Matters Events of Default. |
Platinum Finance would issue definitive Exchange Notes:
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only in fully registered form; |
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without interest coupons; and |
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in denominations of $1,000 and even multiples of $1,000 except
that an Exchange Note held as part of a normal unit represents
an ownership interest of 1/40th, or 2.5%, of an Exchange Note in
aggregate principal amount of $1,000 and will therefore
correspond to the stated amount of $25 per normal unit. |
If the Global Exchange Note terminates, DTC (and not Platinum
Finance, Platinum Holdings, the purchase contract agent or the
trustee) is responsible for deciding the names of the
institutions that will be the initial direct holders.
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Exercise of Legal Rights under the Exchange Notes |
Platinum Holdings and Platinum Finances obligations,
as well as the obligations of the purchase contract agent and
the trustee and those of any third parties employed by Platinum
Finance, Platinum Holdings, the purchase contract agent or the
trustee, run only to persons who are registered as holders of
Exchange Notes. Platinum Finance and Platinum Holdings do not
have obligations to you so long as Exchange Notes you hold are
issued in the form of the Global Note, or if definitive
securities are issued, if you hold in street name or
by other indirect means. For example, once Platinum Holdings or
Platinum Finance makes payment to the registered holder, it has
no further responsibility for the payment even if that holder is
legally required to pass the payment along to you as a
street name customer but does not do so.
So long as you hold Exchange Notes as a beneficial interest in
the Global Note or if Platinum Holdings or Platinum Finance
issues definitive securities and you hold them in street
name, you should check with the institution through which
you hold your beneficial interest to find out, among other
things:
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how it handles securities payments and notices; |
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whether it imposes fees or charges; |
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how it would handle voting if ever required; |
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whether and how you can instruct it to send you securities
registered in your own name so you can be a direct holder as
described below; and |
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how it would pursue rights under the Exchange Notes if there
were a default or other event triggering the need for holders to
act to protect their interests. |
Payment and Paying Agents
The trustee will make payments of principal of, and interest and
any premium on, the Global Exchange Note to Cede & Co.,
the nominee for DTC, as the registered owner. The principal of,
and interest and any premium on, the Global Exchange Note will
be payable in immediately available funds in U.S. dollars.
We understand that it is DTCs current practice, upon
DTCs receipt of any payment of principal of, or interest
or any premium on, global securities such as the Global Exchange
Note, to credit the accounts of DTC account holders with payment
in amounts proportionate to their respective beneficial
interests in the principal amount of the Global Exchange Note as
shown on the records of DTC. Payments by DTC participants to
owners of beneficial interests in the Global Exchange Note held
through these participants will be the responsibility of the
participants, as is now the case with securities held for the
accounts of customers registered in street name.
Neither Platinum Finance, Platinum Holdings, the purchase
contract agent nor the trustee will have any responsibility or
liability for any aspect of DTCs or its participants
records relating to, or payments made on account of, beneficial
ownership interests in the Global Exchange Note or for
maintaining, supervising or reviewing any records relating to
these beneficial ownership interests.
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Street name holders and other owners of beneficial
interests in the Global Exchange Note should consult their banks
or brokers for information on how they will receive payments.
DESCRIPTION OF OUR SHARE CAPITAL
The following description of the share capital of Platinum
Holdings summarizes certain provisions of Platinum
Holdings Bye-laws, and is qualified in its entirety by
reference to such Bye-laws. A copy of Platinum Holdings
Bye-laws is filed as an exhibit to Platinum Holdings
Quarterly Report on Form 10-Q for the quarter ended
June 30, 2004, filed with the SEC on August 6, 2004.
General
As of October 7, 2005, Platinum Holdings authorized
share capital consisted of: (1) 200,000,000 common shares,
par value $0.01 per share, of which 49,604,759 common
shares were outstanding and (ii) 25,000,000 preferred
shares, par value $0.01 per share, none of which were
outstanding. As of May 10, 2005 there were approximately 27
holders of record of our common shares, including RenaissanceRe,
which held 3,960,000 common shares and an option to acquire a
number of common shares equal to the excess of the market price
per share over $27.00 less the par value per share multiplied by
the number of common shares issuable upon exercise of the
option, divided by that market price per share. Based on the
closing price per share on March 1, 2005, RenaissanceRe had
the right to acquire pursuant to the RenaissanceRe option,
342,652 common shares as of such date, resulting in the
beneficial ownership by RenaissanceRe of 4,302,652 common shares
as of such date (or 9.9% of the then outstanding common shares).
Prior to June 30, 2004, St. Paul owned
6,000,000 common shares. On that date, those common shares
were sold in an underwritten public offering, which was effected
pursuant to a prospectus supplement to the shelf registration
statement dated June 28, 2004. St. Paul continues to hold
options to acquire a number of common shares determined on the
same basis as the RenaissanceRe option described above. Based on
the closing price per share on March 1, 2005, St. Paul had
the right to acquire pursuant to the St. Paul options
802,437 common shares (or 1.9% of the then-outstanding
common shares) as of such date.
Common Shares
Holders of common shares have no pre-emptive, redemption,
conversion or sinking fund rights, provided, however, that
pursuant to a Transfer Restrictions, Registration Rights and
Standstill Agreement between the Company and RenaissanceRe dated
as of November 1, 2002, Platinum Holdings has granted
RenaissanceRe preemptive rights in the event of certain
issuances of common shares or any securities convertible into or
exchangeable for or carrying in any way the right to acquire
common shares. Subject to the limitation on voting rights
described below, holders of common shares are entitled to one
vote per share on all matters submitted to a vote of holders of
common shares. Most matters to be approved by holders of common
shares require approval by a simple majority vote. The holders
of at least 75% of the common shares voting in person or by
proxy at a meeting must approve an amalgamation with another
company. In addition, a resolution to remove our independent
registered public accounting firm before the expiration of its
term of office must be approved by at least two-thirds of the
votes cast at a meeting of the shareholders of the Company. The
quorum for any meeting of our shareholders is two or more
persons holding or representing more than 50% of the outstanding
common shares on an unadjusted basis. Our board of directors has
the power to approve our discontinuation from Bermuda to another
jurisdiction. The rights attached to any class of shares, common
or preferred, may be varied with the consent in writing of the
holders of at least three-fourths of the issued shares of that
class or by a resolution passed by a majority of the votes cast
at a separate general meeting of the holders of the shares of
the class in accordance with the Companies Act.
In the event of a liquidation, winding-up or dissolution of
Platinum Holdings, whether voluntary or involuntary or for the
purpose of a reorganization or otherwise or upon any
distribution of capital, the holders of common shares are
entitled to share equally and ratably in the assets of Platinum
Holdings, if any, remaining after the payment of all of its
debts and liabilities and the liquidation preference of any
outstanding preferred shares. All outstanding common shares are
fully paid and nonassessable. Authorized
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but unissued shares may, subject to any rights attaching to any
existing class or classes of shares, be issued at any time and
at the discretion of the board of directors without the approval
of the shareholders of the Company with such rights, preferences
and limitations as the board of directors may determine.
Limitation on Voting Rights
Each common share has one vote on a poll of the shareholders,
except that, if and for as long as the number of issued
Controlled Shares (as defined below) of any person would
constitute 10% or more of the combined voting power of the
issued common shares of Platinum Holdings (after giving effect
to any prior reduction in voting power as described below), each
issued Controlled Share, regardless of the identity of the
registered holder thereof, will confer a fraction of a vote as
determined by the following formula:
(T - C)/(9.1 × C)
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Where: (1) T is the aggregate number of
votes conferred by all the issued common shares immediately
prior to that application of the formula with respect to such
issued Controlled Shares, adjusted to take into account any
prior reduction taken with respect to any issued Controlled
Shares pursuant to the sequencing provision
described below; and |
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(2) C
is the number of issued Controlled Shares attributable to that
person. Controlled Shares of any person refers to
all common shares, and all shares of any other class of shares
of the Company conferring voting rights, owned by that person,
whether (i) directly, (ii) with respect to persons who
are U.S. persons, by application of the attribution and
constructive ownership rules of Sections 958(a) and 958(b) of
the Internal Revenue Code of 1986, as amended (the
Code), or (iii) beneficially, directly or
indirectly, within the meaning of Section 13(d)(3) of the
Exchange Act, and the rules and regulations thereunder. |
The formula will be applied successively as many times as may be
necessary to ensure that no person will be a 10% Shareholder (as
defined below) at any time (the sequencing
provision). For the purposes of determining the votes
exercisable by shareholders as of any date, the formula first
will be applied to the common shares of each shareholder in
declining order based on the respective numbers of total
Controlled Shares attributable to each shareholder. Thus, the
formula will be applied first to the votes of common shares held
by the shareholder to whom the largest number of total
Controlled Shares is attributable and thereafter sequentially
with respect to the shareholder with the next largest number of
total Controlled Shares. The formula will be applied iteratively
thereafter to ensure that no person will be a 10% Shareholder.
In each case, calculations are made on the basis of the
aggregate number of votes conferred by the issued common shares
as of such date, as reduced by the application of the formula to
any issued common shares of any shareholder with a larger number
of total Controlled Shares as of such date. A 10%
Shareholder means a person who owns, in the aggregate,
(i) directly, (ii) with respect to persons who are
U.S. persons, by application of the attribution and
constructive ownership rules of Sections 958(a) and 958(b)
of the Code, or (iii) beneficially, directly or indirectly,
within the meaning of Section 13(d)(3) of the Exchange Act,
shares of the Company carrying 10% or more of the total combined
voting rights attaching to the issued common shares and the
issued shares of any other class or classes of shares of the
Company.
Because of the voting limitation described in the preceding
paragraph, in the event that RenaissanceRe acquired 10% or more
of the combined voting power of Platinum Holdings issued
common shares and the issued shares of any other class or
classes of the Company, the common shares so acquired would have
reduced voting rights. Thereafter, should RenaissanceRe dispose
of some or all of the common shares it owned, the reduced voting
rights with respect to the common shares disposed of by
RenaissanceRe would be eliminated and those common shares
thereafter would be entitled to full voting rights, subject to
future dilution to avoid creating a 10% Shareholder. Therefore,
the voting power of the common shares held by all of our
shareholders other than RenaissanceRe could be diluted upon any
such disposition by RenaissanceRe.
Our directors are empowered to require any shareholder to
provide information as to that shareholders beneficial
ownership of common shares, the names of persons having
beneficial ownership of the shareholders common shares,
relationships, associations or affiliations with other
shareholders or any
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other facts the directors may deem relevant to a determination
of the number of Controlled Shares attributable to any person.
Our directors may disregard the votes attached to the common
shares of any holder failing to respond to such a request or
submitting incomplete or untrue information.
Our directors retain certain discretion to make such final
adjustments to the aggregate number of votes attaching to the
common shares of any shareholder that they consider fair and
reasonable in all the circumstances to ensure that no person
will be a 10% Shareholder at any time.
Restrictions on Transfer
Our Bye-laws contain several provisions restricting the
transferability of common shares. Our directors are required to
decline to register a transfer of common shares if they have
reason to believe that the result of such transfer would be
(i) that any person other than a St. Paul Person or a
RenaissanceRe Person (as defined below) would become or continue
to be a 10% Shareholder or (ii) that a St. Paul Person or a
RenaissanceRe Person would become or continue to be a United
States 25% Shareholder (as defined below), in each case without
giving effect to the limitation on voting rights described
above. Similar restrictions apply to Platinum Holdings
ability to issue or repurchase common shares. St. Paul
Person means any of St. Paul and its affiliates and a
RenaissanceRe Person means any of RenaissanceRe and
its affiliates. A United States 25% Shareholder
means a U.S. person who owns, directly or by application of
the constructive ownership rules of Sections 958(a) and
958(b) of the Code, 25% or more of either (i) the total
combined voting rights attaching to the issued common shares and
the issued shares of any other class of Platinum Holdings or
(ii) the total combined value of the issued common shares
and any other issued shares of Platinum Holdings, determined
pursuant to Section 957 of the Code. Only for the purposes
of these provisions of our Bye-laws, it is assumed that all
RenaissanceRe Persons are U.S. Persons. These restrictions
on the transfer, issuance or repurchase of shares do not apply
to any issuance of common shares pursuant to a contract to
purchase common shares from Platinum Holdings included in the
ESUs issued by Platinum Holdings, though the limitations on
voting rights, discussed above, do apply to such common shares.
Our directors also may, in their absolute discretion, decline to
register the transfer of any common shares if they have reason
to believe (i) that the transfer may expose us, any of our
subsidiaries, any shareholder or any person ceding insurance to
any of our subsidiaries to adverse tax or regulatory treatment
in any jurisdiction or (ii) that registration of the
transfer under the Securities Act or under any U.S. state
securities laws or under the laws of any other jurisdiction is
required and such registration has not been duly effected. In
addition, our directors may decline to approve or register a
transfer of common shares unless all applicable consents,
authorizations, permissions or approvals of any governmental
body or agency in Bermuda, the United States or any other
applicable jurisdiction required to be obtained prior to such
transfer shall have been obtained.
Our directors are empowered to request information from any
holder or prospective acquiror of common shares as necessary to
give effect to the transfer, issuance and repurchase
restrictions described above, and may decline to effect any
transaction if complete and accurate information is not received
as requested.
Conyers Dill & Pearman, our Bermuda counsel, has
advised us that while the precise form of the restrictions on
transfer contained in our Bye-laws is untested, as a matter of
general principle, restrictions on transfers are enforceable
under Bermuda law and are not uncommon. A proposed transferee
will be permitted to dispose of any common shares purchased that
violate the restrictions and as to the transfer of which
registration is refused. The proposed transferor of those common
shares will be deemed to own those common shares for dividend,
voting and reporting purposes until a transfer of such common
shares has been registered on the register of shareholders of
Platinum Holdings.
If the directors refuse to register a transfer for any reason,
they must notify the proposed transferor and transferee within
thirty days of such refusal. Our Bye-laws also provide that our
board of directors may suspend the registration of transfers for
any reason and for such periods as it may determine, provided
that it may not suspend the registration of transfers for more
than 45 days in any period of 365 consecutive days.
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Our directors may designate our Chief Executive Officer to
exercise their authority to decline to register transfers or to
limit voting rights as described above, or to take any other
action, for as long as the Chief Executive Officer is also a
director.
The voting restrictions and restrictions on transfer described
above may have the effect of delaying, deferring or preventing a
change in control of Platinum Holdings.
Preferred Shares
Pursuant to our Bye-laws and Bermuda law, our board of directors
by resolution may establish one or more series of preferred
shares having a number of shares, designations, relative voting
rights, dividend rates, liquidation and other rights,
preferences, limitations and powers as may be fixed by the board
of directors without any further shareholder approval which, if
any preferred shares are issued, may include restrictions on
voting and transfer intended to avoid having us become a
controlled foreign corporation for U.S. federal
income tax purposes. If our board of directors issues preferred
shares conferring any voting rights, it will amend our Bye-laws
to apply the limitations on the voting rights discussed above
under Limitation on Voting Rights to those
preferred shares. Any rights, preferences, powers and
limitations as may be established could also have the effect of
discouraging an attempt to obtain control of the Company. The
issuance of preferred shares could adversely affect the voting
power of the holders of our common shares, deny such holders the
receipt of a premium on their common shares in the event of a
tender or other offer for the common shares and depress the
market price of the common shares.
Bye-laws
Our Bye-laws provide for our corporate governance, including the
establishment of share rights, modification of those rights,
issuance of share certificates, imposition of a lien over shares
in respect of unpaid amounts on those shares, calls on shares
which are not fully paid, forfeiture of shares, the transfer of
shares, alterations of capital, the calling and conduct of
general meetings of shareholders, proxies, the appointment and
removal of directors, conduct and power of directors, the
payment of dividends, the appointment of an auditor and our
winding-up.
Our Bye-laws provide that our board of directors shall be
elected annually and shall not be staggered. Shareholders may
only remove a director for cause prior to the expiration of that
directors term at a special meeting of shareholders at
which a majority of the holders of shares voting thereon vote in
favor of that action.
Our Bye-laws also provide that if our board of directors in its
absolute discretion determines that share ownership by any
shareholder may result in adverse tax, regulatory or legal
consequences to us, any of our subsidiaries or any other
shareholder, then we will have the option, but not the
obligation, to repurchase all or part of the shares held by such
shareholder to the extent the board of directors determines it
is necessary to avoid such adverse or potential adverse
consequences. The price to be paid for such shares will be the
fair market value of such shares.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a general discussion of certain material
U.S. federal income tax considerations related to the
exchange of outstanding Notes for Exchange Notes pursuant to
this exchange offer. This discussion is based on the Code,
Treasury regulations promulgated thereunder, and administrative
and judicial interpretations thereof, all as in effect and
available on the date hereof. Legislative, judicial or
administrative changes may occur which could affect the opinions
and conclusions expressed in this discussion, possibly on a
retroactive basis. This discussion applies to you only if you
purchased outstanding Notes in the remarketing at the offering
price shown on the cover page of the remarketing offering
circular and you hold outstanding Notes as capital assets. This
discussion does not deal with the U.S. federal income tax
consequences applicable to all categories of investors, some of
which (such as broker-dealers, investors who hold outstanding
Notes or Exchange Notes as part of hedging or conversion
transactions, and investors whose functional currency is not the
U.S. dollar) may be subject to special rules. Further, this
discussion does not address the U.S. federal estate, gift,
or alternative minimum tax consequences of the acquisition,
ownership or disposition of outstanding Notes or Exchange Notes.
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The exchange of the outstanding Notes for Exchange Notes
pursuant to this exchange offer will not constitute a taxable
transaction for U.S. federal income tax purposes.
Consequently, a holder will not recognize taxable gain or loss
as a result of exchanging outstanding Notes for Exchange Notes
pursuant to this exchange offer and the tax basis and holding
period of the Exchange Notes received will be the same as the
holders adjusted tax basis and holding period for the
outstanding Notes immediately before such exchange.
Investors are advised to consult their own tax advisors with
respect to their particular circumstances and with respect to
the effects of U.S. federal, state, local or other laws to
which they may be subject.
ERISA CONSIDERATIONS
We and certain of our affiliates may be considered a party
in interest within the meaning of the Employee Retirement
Income Security Act of 1974, as amended (ERISA), or
a disqualified person within the meaning of
Section 4975 of the Internal Revenue Code with respect to
employee benefit plans. Prohibited transactions within the
meaning of ERISA or the Internal Revenue Code may arise, for
example, if the Exchange Notes are acquired by or with the
assets of a pension or other employee benefit plan with respect
to which we or any of our affiliates is a service provider,
unless the Exchange Notes are acquired pursuant to an applicable
exemption from the prohibited transaction rules.
Accordingly, by its acquisition and holding of the Exchange
Notes, each holder of the Exchange Notes will be deemed to have
represented that either (i) it has not used the assets of
any benefit plan, or any entity deemed to hold assets of a
benefit plan, for purposes of acquiring the Exchange Notes or
(ii) if the assets of a benefit plan are used to acquire
the Exchange Notes, either directly or indirectly, the
acquisition and holding of the Exchange Notes do not, and will
not, constitute a non-exempt prohibited transaction under
Section 406 of ERISA, Section 4975 of the Internal
Revenue Code or any similar rules by reason of the applicability
to such purchase and holding of a class exemption issued by the
U.S. Department of Labor.
The issuance of Exchange Notes pursuant to the exchange offer to
a plan is in no respect a representation by us that such an
investment meets all relevant legal requirements with respect to
investments by plans generally or any particular plan, or that
such an investment is appropriate for plans generally or any
particular plan.
Any party considering acquiring the Exchange Notes pursuant to
the exchange offer on behalf of, or with the assets of, any
benefit plan should consult with its counsel to confirm that
such investment will satisfy the requirements of ERISA, the
Internal Revenue Code and the Department of Labor Regulations
applicable to plans and that such purchaser can make the deemed
representations set forth above.
PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Notes for its own
account pursuant to the exchange offer must acknowledge that it
will deliver a prospectus in connection with any resale of the
Exchange Notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Notes received in
exchange for outstanding Notes where the outstanding Notes were
acquired as a result of market-making activities or other
trading activities. We have agreed that we will make such
prospectus, and any amendment or supplement thereto, available
to any such broker-dealer for use in connection with any resale
of any Exchange Notes for a period of the lesser of
180 days after the expiration of the exchange offer (as
such date may be extended) and the date on which all
broker-dealers have sold all Exchange Notes held by them. We
have also agreed that we will promptly send additional copies of
this prospectus and any amendment or supplement to this
prospectus to any broker-dealer that requests such documents in
the letter of transmittal.
We will not receive any proceeds from any sale of Exchange Notes
by broker-dealers. Exchange Notes received by broker-dealers for
their own accounts pursuant to the exchange offer may be sold
from
127
time to time in one or more transactions in the over-the-counter
market, in negotiated transactions, through the writing of
options on the Exchange Notes or a combination of these methods
of resale, at market prices prevailing at the time of resale, at
prices related to the prevailing market prices or negotiated
prices. Any resale may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the
form of commissions or concessions from any broker-dealer or the
purchasers of any Exchange Notes. Any broker-dealer that resells
Exchange Notes that were received by it for its own account
pursuant to the exchange offer and any broker or dealer that
participates in a distribution of the Exchange Notes may be
deemed to be an underwriter within the meaning of
the Securities Act and any profit on any resale of Exchange
Notes and any commissions or concessions received by these
persons may be deemed to be underwriting compensation under the
Securities Act. The letter of transmittal states that by
acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it
is an underwriter within the meaning of the
Securities Act.
We have agreed to pay all expenses incident to the exchange
offer, other than commissions or concessions of any brokers or
dealers and will indemnify the holders of outstanding Notes,
including any broker-dealers, against certain liabilities,
including liabilities under the Securities Act.
By its acceptance of the exchange offer, any broker-dealer that
receives Exchange Notes pursuant to the exchange offer hereby
agrees to notify us prior to using the prospectus in connection
with the sale or transfer of Exchange Notes, and acknowledges
and agrees that, upon receipt of notice from us of the happening
of any event which makes any statement in this prospectus untrue
in any material respect or which requires the making of any
changes in this prospectus in order to make the statements
therein not misleading or which may impose upon us disclosure
obligations that may have a material adverse effect on us (which
notice we agree to deliver promptly to such broker-dealer), such
broker-dealer will suspend use of this prospectus until we have
notified such broker-dealer that delivery of this prospectus may
resume and have furnished copies of any amendment or supplement
to this prospectus to such broker-dealer.
LEGAL OPINIONS
The validity and legality of the exchange and guarantee will be
passed upon for the Company by Dewey Ballantine LLP. Certain
legal matters as to Bermuda law in connection with the exchange
will be passed upon for Platinum Finance and Platinum Holdings
by Conyers Dill & Pearman, Hamilton, Bermuda.
128
EXPERTS
The consolidated balance sheets of Platinum Holdings as of
December 31, 2004 and 2003 and the related consolidated
statements of income and comprehensive income,
shareholders equity and cash flows for the years ended
December 31, 2004 and 2003 and the period from
April 19, 2002 (date of inception) to December 31,
2002, and all related financial statement schedules, included in
this prospectus and managements assessment of the
effectiveness of internal control over financial reporting as of
December 31, 2004, incorporated by reference herein by
reference to our Annual Reports on Form 10-K and
Form 10-K/ A have been audited by KPMG LLP, independent
registered public accounting firm, as set forth in their reports
appearing therein. These consolidated financial statements and
financial statement schedules and managements assessment
of the effectiveness of internal control over financial
reporting referred to above are included in reliance upon such
reports of KPMG LLP, included herein or incorporated by
reference as noted, given upon the authority of such firm as
experts in accounting and auditing.
The combined statements of underwriting results and identifiable
underwriting cash flows of The St. Paul Companies, Inc.
Reinsurance Underwriting Segment (Predecessor) for the period
from January 1, 2002 through November 1, 2002 included
in this prospectus have been audited by KPMG LLP, independent
registered public accounting firm, as set forth in their report.
The combined statements referred to above are included in
reliance upon such reports of KPMG LLP, given upon the authority
of such firm as experts in accounting and auditing. The audit
report covering Predecessors combined statements contains
an explanatory paragraph that states that the combined
statements are not intended to be a complete presentation of
Predecessors or St. Pauls financial position,
results of operations, or cash flows.
129
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
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F-5 |
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F-6 |
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F-7 |
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P-1 |
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P-2 |
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P-3 |
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P-5 |
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Q-2 |
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Q-3 |
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Q-4 |
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Q-5 |
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Q-6 |
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F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders Platinum Underwriters
Holdings, Ltd:
We have audited the accompanying consolidated balance sheets of
Platinum Underwriters Holdings, Ltd. and subsidiaries as of
December 31, 2004 and 2003, and the related consolidated
statements of income and comprehensive income,
shareholders equity, and cash flows for the years ended
December 31, 2004 and 2003 and the period from
April 19, 2002 (date of inception) to December 31,
2002. These consolidated financial statements are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of Platinum Underwriters Holdings, Ltd. and
subsidiaries as of December 31, 2004 and 2003, and the
results of their operations and their cash flows for the years
ended December 31, 2004 and 2003 and the period from
April 19, 2002 (date of inception) to December 31,
2002 in conformity with accounting principles generally accepted
in the United States of America.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
effectiveness of Platinum Underwriters Holdings, Ltd. and
subsidiaries internal control over financial reporting as
of December 31, 2004, based on criteria established in
Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO), and our report dated February 25, 2005 expressed an
unqualified opinion on managements assessment of, and the
effective operation of, internal control over financial
reporting.
New York, New York
February 25, 2005
F-2
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2004 and 2003
(Amounts in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
ASSETS |
Investments:
|
|
|
|
|
|
|
|
|
|
Fixed maturities available-for-sale at fair value (amortized
cost $2,144,290 and $1,560,807, respectively)
|
|
$ |
2,157,529 |
|
|
$ |
1,583,505 |
|
|
Fixed maturity trading securities at fair value (amortized
cost $82,931 and $95,926, respectively)
|
|
|
82,673 |
|
|
|
94,633 |
|
|
Other invested asset
|
|
|
6,769 |
|
|
|
6,910 |
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
|
2,246,971 |
|
|
|
1,685,048 |
|
|
Cash and cash equivalents
|
|
|
209,897 |
|
|
|
105,461 |
|
|
Accrued investment income
|
|
|
23,663 |
|
|
|
17,492 |
|
|
Reinsurance premiums receivable
|
|
|
580,048 |
|
|
|
487,441 |
|
|
Reinsurance recoverable on ceded losses and loss adjustment
expenses
|
|
|
2,005 |
|
|
|
5,102 |
|
|
Prepaid reinsurance premiums
|
|
|
2,887 |
|
|
|
6,129 |
|
|
Funds held by ceding companies
|
|
|
198,048 |
|
|
|
65,060 |
|
|
Deferred acquisition costs
|
|
|
136,038 |
|
|
|
79,307 |
|
|
Income tax recoverable
|
|
|
1,325 |
|
|
|
9,360 |
|
|
Deferred tax assets
|
|
|
8,931 |
|
|
|
3,711 |
|
|
Other assets
|
|
|
12,182 |
|
|
|
21,461 |
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
3,421,995 |
|
|
$ |
2,485,572 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
Liabilities
|
|
|
|
|
|
|
|
|
|
Unpaid losses and loss adjustment expenses
|
|
$ |
1,380,955 |
|
|
$ |
736,934 |
|
|
Unearned premiums
|
|
|
502,423 |
|
|
|
305,985 |
|
|
Reinsurance deposit liabilities
|
|
|
20,189 |
|
|
|
5,699 |
|
|
Debt obligations
|
|
|
137,500 |
|
|
|
137,500 |
|
|
Ceded premiums payable
|
|
|
2,384 |
|
|
|
6,205 |
|
|
Commissions payable
|
|
|
181,925 |
|
|
|
176,310 |
|
|
Funds withheld
|
|
|
11,999 |
|
|
|
|
|
|
Deferred tax liabilities
|
|
|
10,404 |
|
|
|
5,503 |
|
|
Other liabilities
|
|
|
41,213 |
|
|
|
44,233 |
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
2,288,992 |
|
|
|
1,418,369 |
|
|
|
|
|
|
|
|
Shareholders Equity
|
|
|
|
|
|
|
|
|
|
Preferred shares, $.01 par value, 25,000,000 shares
authorized, no shares issued or outstanding
|
|
|
|
|
|
|
|
|
|
Common shares, $.01 par value, 200,000,000 shares
authorized, 43,087,407 and 43,054,125 shares issued and
outstanding, respectively
|
|
|
430 |
|
|
|
430 |
|
|
Additional paid-in capital
|
|
|
911,851 |
|
|
|
910,505 |
|
|
Accumulated other comprehensive income
|
|
|
12,252 |
|
|
|
18,774 |
|
|
Retained earnings
|
|
|
208,470 |
|
|
|
137,494 |
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
1,133,003 |
|
|
|
1,067,203 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$ |
3,421,995 |
|
|
$ |
2,485,572 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
F-3
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the years ended December 31, 2004 and 2003 and
for the Period from April 19, 2002 (date of inception)
through December 31, 2002
(Amounts in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
$ |
1,447,935 |
|
|
|
1,067,527 |
|
|
$ |
107,098 |
|
|
Net investment income
|
|
|
84,532 |
|
|
|
57,645 |
|
|
|
5,211 |
|
|
Net realized gains on investments
|
|
|
1,955 |
|
|
|
2,781 |
|
|
|
25 |
|
|
Other income
|
|
|
3,211 |
|
|
|
3,343 |
|
|
|
167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
1,537,633 |
|
|
|
1,131,296 |
|
|
|
112,501 |
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss adjustment expenses
|
|
|
1,019,804 |
|
|
|
584,171 |
|
|
|
60,356 |
|
|
Acquisition expenses
|
|
|
327,821 |
|
|
|
251,226 |
|
|
|
25,474 |
|
|
Operating expenses
|
|
|
66,333 |
|
|
|
92,595 |
|
|
|
16,334 |
|
|
Net foreign currency exchange losses (gains)
|
|
|
(725 |
) |
|
|
114 |
|
|
|
(2,017 |
) |
|
Interest expense
|
|
|
9,268 |
|
|
|
9,492 |
|
|
|
1,261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
1,422,501 |
|
|
|
937,598 |
|
|
|
101,408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense
|
|
|
115,132 |
|
|
|
193,698 |
|
|
|
11,093 |
|
Income tax expense
|
|
|
30,349 |
|
|
|
48,875 |
|
|
|
4,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
84,783 |
|
|
|
144,823 |
|
|
$ |
6,438 |
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$ |
1.96 |
|
|
|
3.37 |
|
|
$ |
0.15 |
|
|
Diluted earnings per share
|
|
$ |
1.81 |
|
|
|
3.09 |
|
|
$ |
0.15 |
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
84,783 |
|
|
|
144,823 |
|
|
$ |
6,438 |
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains on available-for-sale securities, net of
deferred tax
|
|
|
(6,910 |
) |
|
|
7,570 |
|
|
|
10,581 |
|
|
|
Cumulative translation adjustments, net of deferred tax
|
|
|
388 |
|
|
|
623 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$ |
78,261 |
|
|
|
153,016 |
|
|
$ |
17,019 |
|
|
|
|
|
|
|
|
|
|
|
Shareholder dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared
|
|
$ |
13,807 |
|
|
|
13,767 |
|
|
$ |
|
|
|
Dividends declared per share
|
|
$ |
0.32 |
|
|
|
0.32 |
|
|
$ |
|
|
See accompanying notes to consolidated financial statements.
F-4
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
For the years ended December 31, 2004 and 2003 and
for the Period from April 19, 2002 (date of inception)
through December 31, 2002
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Preferred shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at beginning and end of period
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
Common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at beginning of period
|
|
|
430 |
|
|
|
430 |
|
|
|
|
|
|
Initial capitalization
|
|
|
|
|
|
|
|
|
|
|
12 |
|
|
Redemption of shares issued in initial capitalization
|
|
|
|
|
|
|
|
|
|
|
(12 |
) |
|
Exercise of share options
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
Issuance of common shares
|
|
|
1 |
|
|
|
|
|
|
|
430 |
|
|
Purchase of common shares
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at end of period
|
|
|
430 |
|
|
|
430 |
|
|
|
430 |
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in-capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at beginning of period
|
|
|
910,505 |
|
|
|
903,797 |
|
|
|
|
|
|
Initial capitalization
|
|
|
|
|
|
|
|
|
|
|
108 |
|
|
Redemption of shares issued in initial capitalization
|
|
|
|
|
|
|
|
|
|
|
(108 |
) |
|
Exercise of share options
|
|
|
7,405 |
|
|
|
678 |
|
|
|
|
|
|
Share based compensation
|
|
|
2,358 |
|
|
|
5,510 |
|
|
|
|
|
|
Issuance of common shares
|
|
|
1,565 |
|
|
|
520 |
|
|
|
904,658 |
|
|
Purchase of common shares
|
|
|
(9,982 |
) |
|
|
|
|
|
|
|
|
|
Purchase contract adjustment payments
|
|
|
|
|
|
|
|
|
|
|
(6,639 |
) |
|
Assets contributed by St. Paul
|
|
|
|
|
|
|
|
|
|
|
5,778 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at end of period
|
|
|
911,851 |
|
|
|
910,505 |
|
|
|
903,797 |
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at beginning of period
|
|
|
18,774 |
|
|
|
10,581 |
|
|
|
|
|
|
Net change in unrealized (losses) gains and losses on
available-for-sale securities, net of deferred tax
|
|
|
(6,910 |
) |
|
|
7,570 |
|
|
|
10,581 |
|
|
Net change in cumulative translation adjustments, net of
deferred tax
|
|
|
388 |
|
|
|
623 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at end of period
|
|
|
12,252 |
|
|
|
18,774 |
|
|
|
10,581 |
|
|
|
|
|
|
|
|
|
|
|
Retained earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at beginning of period
|
|
|
137,494 |
|
|
|
6,438 |
|
|
|
|
|
|
Net income
|
|
|
84,783 |
|
|
|
144,823 |
|
|
|
6,438 |
|
|
Dividends paid to shareholders
|
|
|
(13,807 |
) |
|
|
(13,767 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at end of period
|
|
|
208,470 |
|
|
|
137,494 |
|
|
|
6,438 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
$ |
1,133,003 |
|
|
|
1,067,203 |
|
|
$ |
921,246 |
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
F-5
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2004 and 2003 and
for the Period from April 19, 2002 (date of inception)
through December 31, 2002
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
84,783 |
|
|
|
144,823 |
|
|
$ |
6,438 |
|
|
Adjustments to reconcile net income to cash used in operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
20,642 |
|
|
|
23,321 |
|
|
|
2,469 |
|
|
|
Net realized gains on investments
|
|
|
(1,955 |
) |
|
|
(2,781 |
) |
|
|
(25 |
) |
|
|
Net foreign currency exchange (gains) losses
|
|
|
(725 |
) |
|
|
114 |
|
|
|
|
|
|
|
Share based compensation
|
|
|
2,358 |
|
|
|
5,510 |
|
|
|
|
|
|
|
Trading securities activities
|
|
|
16,510 |
|
|
|
(85,861 |
) |
|
|
|
|
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in accrued investment income
|
|
|
(6,171 |
) |
|
|
(7,499 |
) |
|
|
(9,993 |
) |
|
|
|
Increase in reinsurance premiums receivable
|
|
|
(92,607 |
) |
|
|
(481,843 |
) |
|
|
(5,599 |
) |
|
|
|
(Increase) decrease in amounts receivable from St. Paul
|
|
|
|
|
|
|
54,096 |
|
|
|
(39,750 |
) |
|
|
|
Increase in funds held by ceding companies
|
|
|
(132,988 |
) |
|
|
(10,158 |
) |
|
|
|
|
|
|
|
(Increase) decrease in deferred acquisition costs
|
|
|
(56,731 |
) |
|
|
(29,975 |
) |
|
|
4,058 |
|
|
|
|
Increase in net unpaid losses and loss adjustment expenses
|
|
|
641,062 |
|
|
|
440,859 |
|
|
|
60,356 |
|
|
|
|
Increase (decrease) in net unearned premiums
|
|
|
199,680 |
|
|
|
108,840 |
|
|
|
(52,984 |
) |
|
|
|
Increase (decrease) in reinsurance deposit liabilities
|
|
|
14,490 |
|
|
|
(17,962 |
) |
|
|
(167 |
) |
|
|
|
Increase (decrease) in ceded premiums payable
|
|
|
(3,821 |
) |
|
|
6,205 |
|
|
|
|
|
|
|
|
Increase in commissions payable
|
|
|
5,615 |
|
|
|
138,749 |
|
|
|
6,595 |
|
|
|
|
Increase in funds withheld
|
|
|
11,999 |
|
|
|
|
|
|
|
|
|
|
|
|
Changes in other assets and liabilities
|
|
|
12,210 |
|
|
|
(12,094 |
) |
|
|
19,152 |
|
|
Cash from St. Paul related to the November 1, 2002
assumption of liabilities on reinsurance contracts becoming
effective in 2002
|
|
|
|
|
|
|
108,336 |
|
|
|
288,648 |
|
|
Other net
|
|
|
382 |
|
|
|
627 |
|
|
|
2,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
714,733 |
|
|
|
383,307 |
|
|
|
281,393 |
|
|
|
|
|
|
|
|
|
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of available-for-sale fixed maturities
|
|
|
498,945 |
|
|
|
393,245 |
|
|
|
120,421 |
|
|
Proceeds from maturity or paydown of available-for-sale fixed
maturities
|
|
|
136,472 |
|
|
|
132,979 |
|
|
|
|
|
|
Acquisition of available-for-sale fixed maturities
|
|
|
(1,230,895 |
) |
|
|
(1,066,077 |
) |
|
|
(1,157,416 |
) |
|
Other invested asset acquired
|
|
|
|
|
|
|
(6,910 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(595,478 |
) |
|
|
(546,763 |
) |
|
|
(1,036,995 |
) |
|
|
|
|
|
|
|
|
|
|
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from shares issued in initial capitalization
|
|
|
|
|
|
|
|
|
|
|
120 |
|
|
Redemption of shares issued in initial capitalization
|
|
|
|
|
|
|
|
|
|
|
(120 |
) |
|
Dividends paid to shareholders
|
|
|
(13,807 |
) |
|
|
(13,767 |
) |
|
|
|
|
|
Proceeds from exercise of share options
|
|
|
7,406 |
|
|
|
678 |
|
|
|
|
|
|
Proceeds from issuance of common shares
|
|
|
1,567 |
|
|
|
520 |
|
|
|
905,088 |
|
|
Net proceeds from issuance of debt securities
|
|
|
|
|
|
|
|
|
|
|
132,000 |
|
|
Purchase of common shares
|
|
|
(9,985 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities
|
|
|
(14,819 |
) |
|
|
(12,569 |
) |
|
|
1,037,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
104,436 |
|
|
|
(176,025 |
) |
|
|
281,486 |
|
Cash and cash equivalents at beginning of period
|
|
|
105,461 |
|
|
|
281,486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
209,897 |
|
|
|
105,461 |
|
|
$ |
281,486 |
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes paid
|
|
$ |
8,549 |
|
|
|
65,912 |
|
|
$ |
|
|
|
Interest paid
|
|
$ |
7,442 |
|
|
|
7,888 |
|
|
$ |
|
|
See accompanying notes to consolidated financial statements.
F-6
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
1. |
Basis of Presentation and Summary of Significant Accounting
Policies |
|
|
|
Basis of Presentation and Consolidation |
Platinum Underwriters Holdings, Ltd. (Platinum
Holdings) is a Bermuda holding company organized in 2002.
Platinum Holdings and its subsidiaries (the Company)
operate through three licensed reinsurance subsidiaries:
Platinum Underwriters Reinsurance, Inc. (Platinum
US), Platinum Re (UK) Limited (Platinum UK)
and Platinum Underwriters Bermuda, Ltd. (Platinum
Bermuda). The Company provides property and marine,
casualty and finite risk reinsurance coverages, through
reinsurance intermediaries, to a diverse clientele of insurers
and select reinsurers on a worldwide basis.
The consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the
United States of America (U.S. GAAP). These
financial statements reflect the consolidated position of the
Company, including Platinum US, Platinum UK, Platinum Bermuda,
Platinum Underwriters Finance, Inc. (Platinum
Finance), Platinum Regency Holdings and Platinum
Administrative Services, Inc. All material intercompany
transactions have been eliminated in preparing these
consolidated financial statements.
In November 2002, Platinum Holdings completed an initial public
offering of 33,044,000 common shares (the Initial Public
Offering). Concurrent with the Initial Public Offering,
Platinum Holdings sold 6,000,000 common shares to The
St. Paul Travelers Companies, Inc., formerly The
St. Paul Companies, Inc., (St. Paul), and
3,960,000 common shares to RenaissanceRe Holdings Ltd.
(RenaissanceRe) in private placements. St. Paul
subsequently sold its 6,000,000 common shares in June 2004. As
part of the Initial Public Offering, St. Paul and
RenaissanceRe received options to purchase up to 6,000,000 and
2,500,000 of additional common shares, respectively, at any time
during the ten years following the Initial Public Offering at a
price of $27.00 per share.
In addition to the common shares issued, the Company issued
Equity Security Units (ESU). The ESUs consist
of a contract to purchase common shares in 2005 and an ownership
interest in a senior note due 2007.
Concurrent with these transactions, the Company and
St. Paul entered into several agreements for the transfer
of continuing reinsurance business and certain related assets of
St. Paul. Among these agreements were quota share
retrocession agreements effective November 2, 2002 under
which the Company assumed from St. Paul unpaid losses and
loss adjustment expenses (LAE), unearned premiums
and certain other liabilities on reinsurance contracts becoming
effective in 2002 (the Quota Share Retrocession
Agreements).
The underwriting operations, as well as substantially all other
operations of the Company commenced in November 2002. The 2002
consolidated statements of income and comprehensive income,
shareholders equity and cash flows include all activity
from incorporation on April 19, 2002 through
December 31, 2002 (the 2002 Period).
|
|
|
Summary of Significant Accounting Policies |
Fixed maturities owned that the Company may not have the
positive intent to hold until maturity are classified as
available-for-sale and reported at fair value, with unrealized
gains and losses excluded from net income and reported in other
comprehensive income as a separate component of
shareholders equity, net of deferred tax. Fixed maturities
owned that the Company has the intent to sell prior to maturity
are classified as trading securities and reported at fair value,
with unrealized gains and losses included in other income.
Securities classified as trading securities are generally
foreign currency denominated securities intended to match net
liabilities denominated in foreign currencies in order to
minimize net exposures
F-7
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
arising from fluctuations in foreign currency exchange rates.
The fair values of fixed maturities are based on quoted market
prices at the reporting date for those or similar investments.
Premiums and discounts on fixed maturity securities are
amortized into interest income over the life of the security
under the effective yield method. Premiums and discounts on
mortgage and asset-backed securities are amortized into interest
income based on prepayment assumptions obtained from outside
investment managers. These assumptions are consistent with the
current interest rate and economic environment. The
retrospective adjustment method is used to value asset-backed
securities.
Realized gains and losses on sales of investments are determined
on the basis of the specific identification method. If the
Company has determined that an unrealized loss on a security is
other than temporary, the Company writes down the
carrying value of the security and records a realized loss in
the statement of income.
Other invested asset represents a strategic investment in a
non-public reinsurance company and is carried at estimated fair
value.
|
|
|
Short-Term Investments and Cash Equivalents |
Short-term investments are carried at cost, which approximates
fair value. Short-term investments mature within one year from
the purchase date. Cash equivalents are carried at amortized
cost, which approximates fair value, and include all securities
that, at their purchase date, have a maturity of less than
90 days.
Assumed reinsurance premiums are recognized as revenues when
premiums become earned proportionately over the coverage period.
Net premiums earned are recorded in the statement of income, net
of the cost of retrocession. Net premiums written not yet
recognized as revenue are recorded in the balance sheet as
unearned premiums, gross of any ceded unearned premiums.
Due to the nature of reinsurance, ceding companies routinely
report and remit premiums subsequent to the contract coverage
period and, consequently, include estimates of premiums that are
written but not reported (WBNR). In addition to
estimating WBNR, the Company estimates the portion of premium
earned but not reported (EBNR). The estimates of
WBNR and EBNR include amounts reported by the ceding companies,
information obtained during audits and other information
received from ceding companies. The Company also estimates the
expenses associated with these premiums in the form of losses,
loss adjustment expenses (LAE) and commissions. As
actual premiums are reported by ceding companies, management
evaluates the appropriateness of the premium estimates and any
adjustments to these estimates are accounted for as changes in
estimates and are reflected in the results of operations in the
period in which they are made. Adjustments to original premium
estimates could be material and could significantly impact
earnings in the period they are recorded. Due to the time lag
inherent in the reporting of premiums by ceding companies, a
significant portion of amounts included as premiums written and
receivable represent estimated premiums, net of commissions, and
is not currently due based on the terms of the underlying
contracts.
Certain of our reinsurance contracts include provisions that
adjust premiums or acquisition expenses based upon the
experience under the contracts. Reinstatement premiums are the
premiums charged for the restoration of the reinsurance limit of
a reinsurance contract to its full amount, generally coinciding
with the payment by the reinsurer of losses. These premiums
relate to the future coverage obtained for the remainder of the
initial policy term and are earned over the remaining policy
term. Additional premiums are premiums triggered by losses and
are earned immediately. Reinstatement premiums and additional
premiums are recognized in accordance with the provisions of
assumed reinsurance contracts, based on loss
F-8
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
experience under such contracts. An allowance for uncollectible
premiums is established for possible non-payment of such amounts
due, as deemed necessary.
|
|
|
Funds Held by Ceding Companies |
The Company writes business on a funds held basis. Under these
contractual arrangements, the ceding company holds the net funds
that would otherwise be remitted to the Company and generally
credits the funds held balance with interest income. The general
objective of the funds held balances is to provide the ceding
company with collateral for obligations of the Company. The
Company bears the credit risk in the event that the ceding
company fails to remit the net funds held balances, however,
that credit risk is somewhat mitigated by the contractual
ability to offset funds held balances with any loss amounts owed
by the Company.
|
|
|
Deferred Acquisition Costs |
Costs of acquiring business, primarily commissions and other
direct underwriting expenses, which vary with and are directly
related to the production of business, are deferred and
amortized over the same period as the corresponding premiums are
recorded as revenues. On a regular basis, an analysis of the
recoverability of deferred acquisition costs is performed based
on the profitability of the underlying reinsurance contracts
including anticipated investment income. Any adjustments are
reflected in the results of operations in the period in which
they are made. Should the analysis indicate that the acquisition
costs deferred are not recoverable, further analyses are
performed to determine if a liability is required to provide for
losses that may exceed the related unearned premiums. Deferred
acquisition costs amortized in 2004, 2003 and the 2002 Period
were $224,307,000, $227,240,000 and $14,449,000, respectively.
|
|
|
Debt Obligations and Deferred Debt Issuance Costs |
The net proceeds from the sale of the Companys ESUs
were allocated between the purchase contracts and the senior
notes based on the underlying fair value of each instrument. The
present value of the purchase contract adjustment payments were
initially charged to shareholders equity, with an
offsetting credit to liabilities. Subsequent contract adjustment
payments are allocated between this liability account and
interest expense based on a constant rate calculation over the
life of the transaction.
Costs incurred in issuing debt are capitalized and amortized
over the life of the debt. If the effect of the issuance of
common shares in exchange for the senior notes is dilutive to
earnings per share, it is included in the calculation of diluted
earnings per share as if the common shares were issued and the
proceeds received were used to pay down the senior notes at the
beginning of the reporting period.
Unpaid losses and LAE are estimated based upon reports received
from ceding companies, supplemented by the Companys
estimates of losses for which ceding company reports have not
been received and historical company and industry experience for
unreported claims. Unpaid losses and LAE include estimates of
the cost of claims that were reported, but not yet paid, and the
cost of claims incurred but not yet reported (IBNR).
Estimated amounts recoverable from reinsurers on unpaid losses
and LAE are reflected as assets. While the Company commenced
operations in 2002, the business written is sufficiently similar
to the historical reinsurance business of St. Paul that the
Company is able to use the historical loss experience of the
reinsurance business of St. Paul to estimate its ultimate
losses and LAE.
Unpaid losses and LAE represent managements best estimate
at a given point in time and are subject to the effects of
trends in loss severity and frequency. These estimates are
reviewed regularly and adjusted as experience develops or new
information becomes available. Any such adjustments are
F-9
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
accounted for as changes in estimates and reflected in the
results of operations in the period in which they are made. It
is possible that the ultimate liability may materially differ
from such estimates.
|
|
|
Reinsurance Deposit Liabilities |
Reinsurance contracts entered into by the Company which are not
deemed to transfer significant insurance risk are accounted for
as deposits, whereby liabilities are initially recorded at the
same amount as assets received. Risk transfer involves
evaluating significant assumptions relating to the amount and
timing of expected cash flows, as well as the interpretation of
underlying contract terms. Interest expense related to the
deposit is recognized as incurred.
Basic earnings per share is computed by dividing net income by
the weighted average number of shares outstanding for the
period. Diluted earnings per share reflects the basic earnings
per share adjusted for the potential dilution that would occur
if the issued options were exercised and considers the
outstanding purchase contracts relating to the ESU. Securities
that are convertible into common shares that are anti-dilutive
are not included in the calculation of diluted earnings per
share.
Reinsurance ceded, which transfers risk and the related
premiums, commissions and losses incurred to the reinsurer, is
reflected as reductions of the respective income and expense
accounts. Unearned premiums ceded and estimates of amounts
recoverable from reinsurers on paid and unpaid losses are
reflected as assets.
The Company applies the asset and liability method of accounting
for income taxes. Under the asset and liability method, deferred
tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates applicable to
taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is
recognized in income in the period the change is enacted. A
valuation allowance is established for deferred tax assets where
it is more likely than not that future tax benefits will not be
realized.
During 2003, the Company adopted Statement of Financial
Accounting Standards No. 123 Accounting for Awards of
Stock Based Compensation to Employees
(SFAS 123) and Statement of Financial
Accounting Standards No. 148 Accounting for
Stock-Based Compensation-Transition and Disclosure
(SFAS 148). SFAS 123 requires that the
fair value of shares granted under the Companys share
option plan subsequent to the adoption of SFAS 148 be
amortized in earnings over the vesting periods. The fair value
of the share options granted is determined through the use of an
option-pricing model. SFAS 148 amends SFAS 123 and
provides transitioning guidance for a voluntary adoption of
SFAS 123 as well as amends the disclosure requirements of
SFAS 123. For the 2002 Period, the Company used the
intrinsic value method of accounting for stock-based awards
granted to employees established by Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to
Employees (APB 25). Under APB 25, if
the exercise price of the Companys employee share options
is equal to or greater than the fair market value of the
underlying shares on the date of the grant, no compensation
expense is recorded. For share options granted in 2002, the
Company continues to use APB25. The
F-10
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
adoption of SFAS 148 did not have a material effect on the
Companys financial position or results of operations.
Had the Company calculated and recorded compensation expense for
share option grants based on the fair value method
described in SFAS 123 for options granted prior to 2003,
net income and earnings per share, net of tax, for the years
ended December 31, 2004 and 2003 and the 2002 Period would
have been the pro forma amounts as indicated below ($ in
thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 Period | |
|
|
| |
|
| |
|
| |
Share based compensation expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$ |
2,358 |
|
|
|
5,510 |
|
|
$ |
|
|
|
Pro forma
|
|
|
7,026 |
|
|
|
14,774 |
|
|
|
1,070 |
|
Net income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
|
84,783 |
|
|
|
144,823 |
|
|
|
6,438 |
|
|
Pro forma
|
|
|
80,115 |
|
|
|
135,559 |
|
|
|
5,368 |
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
|
1.96 |
|
|
|
3.37 |
|
|
|
0.15 |
|
|
Pro forma
|
|
|
1.86 |
|
|
|
3.15 |
|
|
|
0.12 |
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
|
1.81 |
|
|
|
3.09 |
|
|
|
0.15 |
|
|
Pro forma
|
|
$ |
1.72 |
|
|
|
2.90 |
|
|
$ |
0.12 |
|
In December 2004, the Financial Accounting Standards Board
issued the Statement of Financial Accounting Standards
No. 123R Share Based Payment
(SFAS 123R). SFAS 123R establishes
standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods or services and
focuses primarily on accounting for transactions in which an
entity obtains employee services in share-based payment
transactions. SFAS 123R requires that, prospectively,
compensation costs be recognized for the fair value of all share
options, including the cost related to the unvested portion of
all outstanding share options as of December 31, 2004. The
share based compensation expense for share options currently
outstanding are to be based on the same cost model used to
calculate the pro forma disclosures under SFAS 123.
Consequently, the pro forma share based compensation expense and
pro forma income above are the same as if the Company had
adopted SFAS 123R in 2004.
|
|
|
Foreign Currency Exchange |
The Companys functional currency is generally the currency
of the local operating environment. Transactions conducted in
other than functional currencies are remeasured to the
Companys functional currency, and the resulting foreign
exchange gains and losses are included in net foreign currency
exchange gains or losses. Functional currency based assets and
liabilities are translated into U.S. dollars using current
rates of exchange prevailing at the balance sheet date and the
related translation adjustments are recorded as a separate
component of accumulated other comprehensive income, net of
applicable deferred income tax.
F-11
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
Costs incurred by the Company relating to its organization were
expensed as incurred.
The Companys financial statements include estimates and
assumptions that have an effect on the amounts reported. The
most significant estimates are those relating to unpaid losses
and LAE. These estimates are continually reviewed and
adjustments made as necessary, but actual results could be
significantly different than expected at the time such estimates
are made. Results of changes in estimates are reflected in
results of operations in the period in which the change is made.
Certain reclassifications have been made to the 2003 financial
statements in order to conform to the 2004 presentation.
|
|
2. |
Separation From and Continuing Relationship With St. Paul |
As discussed more fully in Note 8, on November 1,
2002, Platinum Holdings completed the Initial Public Offering as
well as an offering of ESUs. Concurrently with the Initial
Public Offering, Platinum Holdings sold 6,000,000 common
shares to St. Paul in a private placement and issued to
St. Paul an option to purchase up to
6,000,000 additional common shares at any time during the
ten years following the Initial Public Offering at a price of
$27.00 per share. St. Paul subsequently sold its
6,000,000 common shares in June 2004.
Concurrent with the transactions in the November 2002, the
Company and St. Paul entered into several agreements for
the transfer of continuing reinsurance business and certain
related assets of St. Paul. Among these agreements were
quota share retrocession agreements effective November 2,
2002 under which the Company assumed from St. Paul unpaid
losses and LAE, unearned premiums and certain other liabilities
on reinsurance contracts becoming effective in 2002. A summary
of the liabilities assumed and assets received on
November 2, 2002 are as follows ($ in thousands):
|
|
|
|
|
|
Liabilities assumed:
|
|
|
|
|
|
Net unpaid losses and LAE
|
|
$ |
221,303 |
|
|
Net unearned premiums
|
|
|
244,000 |
|
|
Reinsurance deposit liabilities
|
|
|
23,828 |
|
|
Profit commission liabilities
|
|
|
16,145 |
|
|
|
|
|
|
|
|
505,276 |
|
Ceding commission to St. Paul
|
|
|
(53,390 |
) |
|
|
|
|
|
|
|
451,886 |
|
|
|
|
|
Assets received:
|
|
|
|
|
|
Cash
|
|
|
288,648 |
|
|
Funds held
|
|
|
54,902 |
|
|
|
|
|
|
|
|
343,550 |
|
|
|
|
|
Amount due from St. Paul
|
|
$ |
108,336 |
|
|
|
|
|
Amounts due from St. Paul at December 31, 2002 were
settled during 2003.
F-12
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
Included in assumed premiums written in the 2002 Period is
$292,302,000 assumed from St. Paul. Premiums assumed from
St. Paul includes $244,000,000 of unearned premiums as of
November 2, 2002 on reinsurance contracts becoming
effective in 2002 and additional assumed premiums written of
approximately $48,302,000 for the 2002 Period. While the Company
did not cede any premiums in the 2002 Period, it assumed
business from St. Paul net of retrocessional reinsurance
and may be subject to the credit risk related to such
retrocessional reinsurance.
The Company entered into an Employee Benefits and Compensation
Matters Agreement with St. Paul that provided for the
transfer of employees from St. Paul and provided for the
allocation of assets and liabilities and certain other
agreements with respect to employee compensation and benefit
plans. In addition, St. Paul reimbursed the Company for the
annual bonuses of the Companys employees prorated for the
period from January 1, 2002 through the date of completion
of the Initial Public Offering. The agreement also provided for
reimbursement of a portion of severance and retention payments
to the Companys employees.
The Companys available-for-sale fixed maturities at
December 31, 2004 and 2003 were as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross | |
|
Gross | |
|
|
|
|
Amortized | |
|
Unrealized | |
|
Unrealized | |
|
|
|
|
Cost | |
|
Gains | |
|
Losses | |
|
Fair Value | |
|
|
| |
|
| |
|
| |
|
| |
December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government and U.S. Government agencies
|
|
$ |
4,227 |
|
|
|
|
|
|
|
24 |
|
|
$ |
4,203 |
|
Corporate bonds
|
|
|
1,349,167 |
|
|
|
14,960 |
|
|
|
4,775 |
|
|
|
1,359,352 |
|
Mortgage and asset-backed securities
|
|
|
508,757 |
|
|
|
3,898 |
|
|
|
1,586 |
|
|
|
511,069 |
|
Municipal bonds
|
|
|
214,088 |
|
|
|
1,751 |
|
|
|
588 |
|
|
|
215,251 |
|
Foreign governments and states
|
|
|
64,301 |
|
|
|
57 |
|
|
|
380 |
|
|
|
63,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total bonds
|
|
|
2,140,540 |
|
|
|
20,666 |
|
|
|
7,353 |
|
|
|
2,153,853 |
|
Redeemable preferred stocks
|
|
|
3,750 |
|
|
|
|
|
|
|
74 |
|
|
|
3,676 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale fixed maturities
|
|
$ |
2,144,290 |
|
|
|
20,666 |
|
|
|
7,427 |
|
|
$ |
2,157,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2003:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government and U.S. Government agencies
|
|
$ |
5,065 |
|
|
|
22 |
|
|
|
55 |
|
|
$ |
5,032 |
|
Corporate bonds
|
|
|
1,077,399 |
|
|
|
20,412 |
|
|
|
1,856 |
|
|
|
1,095,955 |
|
Mortgage and asset-backed securities
|
|
|
267,774 |
|
|
|
1,386 |
|
|
|
785 |
|
|
|
268,375 |
|
Municipal bonds
|
|
|
91,019 |
|
|
|
1,130 |
|
|
|
106 |
|
|
|
92,043 |
|
Foreign governments and states
|
|
|
115,800 |
|
|
|
2,891 |
|
|
|
273 |
|
|
|
118,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total bonds
|
|
|
1,557,057 |
|
|
|
25,841 |
|
|
|
3,075 |
|
|
|
1,579,823 |
|
Redeemable preferred stocks
|
|
|
3,750 |
|
|
|
|
|
|
|
68 |
|
|
|
3,682 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale fixed maturities
|
|
$ |
1,560,807 |
|
|
|
25,841 |
|
|
|
3,143 |
|
|
$ |
1,583,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-13
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
Amortized cost and fair value of available-for-sale fixed
maturities by contractual maturity at December 31, 2004 are
shown below; actual maturities could differ from contractual
maturities due to call or prepayment provisions ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Amortized | |
|
|
|
|
Cost | |
|
Fair Value | |
|
|
| |
|
| |
Due in one year or less
|
|
$ |
54,567 |
|
|
$ |
54,390 |
|
Due from one to five years
|
|
|
929,647 |
|
|
|
932,655 |
|
Due from five to ten years
|
|
|
411,388 |
|
|
|
415,697 |
|
Due in ten or more years
|
|
|
236,181 |
|
|
|
240,042 |
|
Mortgage and asset backed securities
|
|
|
508,757 |
|
|
|
511,069 |
|
|
|
|
|
|
|
|
|
Total bonds
|
|
|
2,140,540 |
|
|
|
2,153,853 |
|
Redeemable preferred stocks
|
|
|
3,750 |
|
|
|
3,676 |
|
|
|
|
|
|
|
|
|
Total available-for-sale fixed maturities
|
|
$ |
2,144,290 |
|
|
$ |
2,157,529 |
|
|
|
|
|
|
|
|
Investment income for the years ended December 31, 2004 and
2003 and the 2002 Period is summarized as follows ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 | |
|
|
2004 | |
|
2003 | |
|
Period | |
|
|
| |
|
| |
|
| |
Fixed maturities
|
|
$ |
82,038 |
|
|
|
55,727 |
|
|
$ |
4,389 |
|
Cash and cash equivalents
|
|
|
2,261 |
|
|
|
3,133 |
|
|
|
1,183 |
|
Funds held
|
|
|
2,651 |
|
|
|
776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86,950 |
|
|
|
59,636 |
|
|
|
5,572 |
|
|
Less investment expenses
|
|
|
2,418 |
|
|
|
1,991 |
|
|
|
361 |
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$ |
84,532 |
|
|
|
57,645 |
|
|
$ |
5,211 |
|
|
|
|
|
|
|
|
|
|
|
Net realized gains and losses from investments for the years
ended December 31, 2004 and 2003 and the 2002 Period were
as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 | |
|
|
2004 | |
|
2003 | |
|
Period | |
|
|
| |
|
| |
|
| |
Gross realized gains
|
|
$ |
5,706 |
|
|
|
4,639 |
|
|
$ |
423 |
|
Gross realized losses
|
|
|
3,751 |
|
|
|
1,858 |
|
|
|
398 |
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gains
|
|
$ |
1,955 |
|
|
|
2,781 |
|
|
$ |
25 |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales, maturities and calls of available-for-sale
fixed maturities were $635,417,000, $526,224,000 and
$120,421,000 for the years ended December 31, 2004 and 2003
and the 2002 Period, respectively. Proceeds from sales,
maturities and calls of trading securities were $50,542,000 for
the year ended December 31, 2004. There were no sales in
the trading securities portfolio in 2003 or the 2002 Period.
F-14
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
Net change in unrealized investment gains (losses) for the years
ended December 31, 2004 and 2003 and the 2002 Period were
as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 | |
|
|
2004 | |
|
2003 | |
|
Period | |
|
|
| |
|
| |
|
| |
Fixed maturities available for sale
|
|
$ |
(9,459 |
) |
|
|
10,405 |
|
|
$ |
12,293 |
|
Less deferred tax
|
|
|
2,549 |
|
|
|
2,835 |
|
|
|
1,712 |
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized gains
|
|
$ |
(6,910 |
) |
|
|
7,570 |
|
|
$ |
10,581 |
|
|
|
|
|
|
|
|
|
|
|
Investments with a carrying value of $4,355,000 were on deposit
with regulatory authorities as of December 31, 2004.
Investments with a carrying value of $318,586,000 and cash and
cash equivalents of $4,846,000 at December 31, 2004 were
held in trust to collateralize liabilities ceded by
St. Paul to the Company under the Quota Share Retrocession
Agreements. Investments with a carrying value of $5,779,000 and
cash and cash equivalents of $1,153,000 at December 31,
2004 were held in trust to collateralize obligations under
various other reinsurance contracts.
The unrealized losses of fixed maturities available-for-sale
aggregated by investment category and length of time that
individual securities have been in a continuous unrealized loss
position are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized | |
|
|
Fair Value | |
|
Loss | |
|
|
| |
|
| |
Less than twelve months:
|
|
|
|
|
|
|
|
|
U.S. Government and U.S. Government agencies
|
|
$ |
4,203 |
|
|
$ |
24 |
|
Corporate bonds
|
|
|
526,856 |
|
|
|
4,396 |
|
Mortgage and asset-backed securities
|
|
|
150,597 |
|
|
|
1,131 |
|
Municipal bonds
|
|
|
50,227 |
|
|
|
588 |
|
Foreign governments and states
|
|
|
38,574 |
|
|
|
337 |
|
Redeemable preferred stock
|
|
|
3,677 |
|
|
|
74 |
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
774,134 |
|
|
$ |
6,550 |
|
|
|
|
|
|
|
|
Twelve months or more:
|
|
|
|
|
|
|
|
|
Corporate bonds
|
|
$ |
13,758 |
|
|
$ |
422 |
|
Mortgage and asset-backed securities
|
|
|
29,124 |
|
|
|
455 |
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
42,882 |
|
|
$ |
877 |
|
|
|
|
|
|
|
|
Total unrealized losses:
|
|
|
|
|
|
|
|
|
U.S. Government and U.S. Government agencies
|
|
$ |
4,203 |
|
|
$ |
24 |
|
Corporate bonds
|
|
|
540,614 |
|
|
|
4,818 |
|
Mortgage and asset-backed securities
|
|
|
179,721 |
|
|
|
1,586 |
|
Municipal bonds
|
|
|
50,227 |
|
|
|
588 |
|
Foreign governments and states
|
|
|
38,574 |
|
|
|
337 |
|
Redeemable preferred stocks
|
|
|
3,677 |
|
|
|
74 |
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
817,016 |
|
|
$ |
7,427 |
|
|
|
|
|
|
|
|
The Company routinely reviews its available-for-sale investments
to determine whether unrealized losses represent temporary
changes in fair value or are the result of other than
temporary impairments. The process of determining whether
a security is other than temporarily impaired is subjective and
involves analyzing many factors. These factors include but are
not limited to: the length and magnitude of an unrealized loss,
specific credit events, overall financial condition of the
issuer; and the Companys intent to
F-15
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
hold a security for a sufficient period of time for the value to
recover the unrealized loss. This is based on current and
anticipated future positive cash flow from operations that
generates sufficient liquidity in order to meet our obligations.
If the Company has determined that an unrealized loss on a
security is other than temporary, the Company writes down the
carrying value of the security and records a realized loss in
the statement of income. As of December 31, 2004 management
believes that the Companys investment portfolio does not
contain any securities that have other-than-temporary
impairments.
The following table presents the carrying amounts and estimated
fair values of the Companys financial instruments as of
December 31, 2004 and 2003 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2004 | |
|
December 31, 2003 | |
|
|
| |
|
| |
|
|
Carrying | |
|
|
|
Carrying | |
|
|
|
|
Amount | |
|
Fair Value | |
|
Amount | |
|
Fair Value | |
|
|
| |
|
| |
|
| |
|
| |
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities
|
|
$ |
2,240,202 |
|
|
|
2,240,202 |
|
|
|
1,678,138 |
|
|
$ |
1,678,138 |
|
|
Other invested asset
|
|
|
6,769 |
|
|
|
6,769 |
|
|
|
6,910 |
|
|
|
6,910 |
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt obligations
|
|
$ |
137,500 |
|
|
|
165,000 |
|
|
|
137,500 |
|
|
$ |
170,445 |
|
The fair values of financial instruments are based on quoted
market prices at the reporting date for those or similar
instruments. The fair values of debt obligations are based on
quoted market prices. Other invested asset represents a
strategic investment in a non-public reinsurance company and is
carried at estimated fair value.
In late August and September of 2004, there were four
significant named hurricanes, Charley, Frances, Ivan and Jeanne
(the Hurricanes), that caused severe damage in the
Caribbean and the southeast United States. As a result of losses
arising from these catastrophic events, certain reinsurance
contracts generated additional premiums. Further, previously
accrued profit commissions for certain reinsurance contracts
were reduced. The aggregate adverse impact on net income of the
Company for the year ended December 31, 2004 from the
Hurricanes is summarized as follows ($ in thousands):
|
|
|
|
|
|
|
Losses
|
|
$ |
230,475 |
|
Less:
|
|
|
|
|
|
Additional premiums earned
|
|
|
(29,265 |
) |
|
Profit commissions
|
|
|
(10,243 |
) |
|
|
|
|
|
|
Net adverse impact before income tax benefit
|
|
$ |
190,967 |
|
|
|
|
|
F-16
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
Activity in the liability for unpaid losses and LAE for the
years ended December 31, 2004, 2003 and the 2002 Period is
summarized as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 | |
|
|
2004 | |
|
2003 | |
|
Period | |
|
|
| |
|
| |
|
| |
Net unpaid losses and LAE as of the beginning of period
|
|
$ |
731,918 |
|
|
|
281,659 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
Net incurred related to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
|
|
1,101,820 |
|
|
|
648,137 |
|
|
|
60,356 |
|
|
Prior year
|
|
|
(82,016 |
) |
|
|
(63,966 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net incurred losses and LAE
|
|
|
1,019,804 |
|
|
|
584,171 |
|
|
|
60,356 |
|
|
|
|
|
|
|
|
|
|
|
Unpaid losses and LAE assumed from St. Paul
|
|
|
|
|
|
|
|
|
|
|
221,303 |
|
|
|
|
|
|
|
|
|
|
|
Net paid losses and LAE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
|
|
174,870 |
|
|
|
102,669 |
|
|
|
|
|
|
Prior year
|
|
|
205,889 |
|
|
|
41,709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net paid losses and LAE
|
|
|
380,759 |
|
|
|
144,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects of foreign currency exchange rate changes
|
|
|
8,264 |
|
|
|
10,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unpaid losses and LAE as of the end of period
|
|
|
1,379,227 |
|
|
|
731,918 |
|
|
|
281,659 |
|
Reinsurance recoverable
|
|
|
1,728 |
|
|
|
5,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross unpaid losses and LAE at end of period
|
|
$ |
1,380,955 |
|
|
|
736,934 |
|
|
$ |
281,659 |
|
|
|
|
|
|
|
|
|
|
|
The favorable development in 2004 related to the prior year of
$82,016,000 includes approximately $57,151,000 of net favorable
development on property and certain other lines of business with
relatively short patterns of reported losses, including
approximately $7,700,000 attributable to prior years
catastrophe losses. In addition, the favorable development in
2004 includes approximately $24,865,000 of reductions in unpaid
losses and LAE associated with changes in 2004 of estimates of
premiums and the patterns of their earnings across current and
prior accident years. Such changes did not have a significant
net effect on the current years results of operations.
The lines experiencing favorable development are principally
property coverages provided in both the Property and Marine and
Finite Risk segments. During 2004 and 2003, actual reported
losses were significantly less than expected for these
short-tailed property lines resulting in reductions in estimated
ultimate losses.
The favorable development in 2003 related to the prior year of
$63,966,000 includes approximately $50,866,000 of net favorable
development on property and certain other lines of business with
relatively short patterns of reported losses. The favorable
development also includes approximately $13,100,000 of
reductions in unpaid losses and LAE associated with changes in
2003 of estimates of casualty premiums and their patterns of
earnings between 2002 and 2003.
Because many of the reinsurance coverages offered by the Company
will likely involve claims that may not ultimately be settled
for many years after they are incurred, subjective judgments as
to ultimate exposure to losses are an integral and necessary
component of the process of estimating unpaid losses and LAE.
The inherent uncertainties of estimating unpaid losses and LAE
are further exacerbated with respect to reinsurers by the
significant amount of time that often elapses between the
occurrence of an insured loss, the reporting of that loss to the
primary reinsurer and then to the reinsurer, and the primary
insurers payment of that loss to the insured and
subsequent payment by the reinsurer to the primary insurer.
Unpaid losses and LAE are reviewed quarterly using a variety of
statistical and actuarial techniques to
F-17
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
analyze current claim costs, frequency and severity data and
prevailing economic, social and legal factors. Unpaid losses and
LAE established in prior years are adjusted as loss experience
develops and new information becomes available. Adjustments to
previously estimated unpaid losses and LAE are reflected in
financial results in the periods in which they are made.
|
|
5. |
Retrocessional Reinsurance |
Reinsurance is the transfer of risk, by contract, from one
insurance company to another for consideration of premium.
Retrocessional reinsurance is reinsurance ceded by a reinsurer
to insure against all or a portion of its reinsurance written.
Retrocessional reinsurance agreements provide the Company with
increased capacity to write larger risks, limit its maximum loss
arising from any one occurrence and maintain its exposure to
loss within its capital resources. Retrocessional reinsurance
contracts do not relieve the Company from its obligations under
its contracts. Failure of reinsurers to honor their obligations
could result in losses to the Company. Consequently, the Company
has a contingent liability to the extent of any unpaid losses
and LAE ceded to another company. The Company evaluates the
financial condition of its reinsurers and monitors
concentrations of credit risk arising from similar geographic
regions, activities, or economic characteristics of the
reinsurers to minimize its exposure to significant losses from
reinsurer insolvencies.
The effects of reinsurance on premiums, losses and LAE for the
years ended December 31, 2004 and 2003 and the 2002 Period
are as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumed | |
|
Ceded | |
|
Net | |
|
|
| |
|
| |
|
| |
As of and for the year ended December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums written
|
|
$ |
1,659,790 |
|
|
|
13,777 |
|
|
$ |
1,646,013 |
|
Premiums earned
|
|
|
1,465,058 |
|
|
|
17,123 |
|
|
|
1,447,935 |
|
Losses and LAE
|
|
|
1,018,106 |
|
|
|
(1,698 |
) |
|
|
1,019,804 |
|
Unpaid losses and LAE
|
|
$ |
1,380,955 |
|
|
|
1,728 |
|
|
$ |
1,379,227 |
|
As of and for the year ended December 31, 2003:
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums written
|
|
$ |
1,198,473 |
|
|
|
26,331 |
|
|
$ |
1,172,142 |
|
Premiums earned
|
|
|
1,088,109 |
|
|
|
20,582 |
|
|
|
1,067,527 |
|
Losses and LAE
|
|
|
589,656 |
|
|
|
5,485 |
|
|
|
584,171 |
|
Unpaid losses and LAE
|
|
$ |
736,934 |
|
|
|
5,016 |
|
|
$ |
731,918 |
|
As of December 31, 2002 and the 2002 Period:
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums written
|
|
$ |
298,114 |
|
|
|
|
|
|
$ |
298,114 |
|
Premiums earned
|
|
|
107,098 |
|
|
|
|
|
|
|
107,098 |
|
Losses and LAE
|
|
|
60,356 |
|
|
|
|
|
|
|
60,356 |
|
Unpaid losses and LAE
|
|
$ |
281,659 |
|
|
|
|
|
|
$ |
281,659 |
|
Effective January 1, 2004, Platinum US and Platinum UK
entered into an excess-of-loss retrocessional contract, with an
unaffiliated reinsurer, that provided up to $100 million of
coverage.
Premiums ceded under this contract vary depending on the amount
of the ceded losses under the contract and the severity of
individual loss events on the insurance industry. The Company
evaluated the Hurricane losses and the effect of the contract on
the Companys results of operations and commuted the
contract effective November 8, 2004. Results for the year
ended December 31, 2004 do not include any benefit from the
contract.
In 2003, Platinum US and Platinum UK entered into a
quota share retrocession agreements with Platinum Bermuda.
Platinum US retrocedes approximately 70% of its business to
Platinum Bermuda and
F-18
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
Platinum UK retrocedes approximately 55% of its business to
Platinum Bermuda. Following is a summary of the premiums earned
and losses ceded from Platinum US and Platinum UK to
Platinum Bermuda for the years ended December 31, 2004 and
2003 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Retroceded by Platinum US to Platinum Bermuda:
|
|
|
|
|
|
|
|
|
|
Premiums earned
|
|
$ |
515,869 |
|
|
$ |
270,913 |
|
|
Incurred losses and LAE
|
|
|
562,193 |
|
|
|
214,796 |
|
Retroceded by Platinum UK to Platinum Bermuda:
|
|
|
|
|
|
|
|
|
|
Premiums earned
|
|
|
89,394 |
|
|
|
43,998 |
|
|
Incurred losses and LAE
|
|
$ |
57,830 |
|
|
$ |
17,542 |
|
These transactions had no net effect on underwriting results in
the consolidated financial statements.
|
|
6. |
Equity Security Units and Credit Agreements |
Concurrently with the completion of the Initial Public Offering,
Platinum Holdings completed an offering of 5,500,000 Equity
Security Units at a price of $25 per unit (the ESU
Offering). Each Equity Security Unit (ESU)
consists of a contract to purchase common shares of the Company
in 2005, and an ownership interest in a senior note, due 2007,
of Platinum Finance. Platinum Holdings makes quarterly contract
adjustment payments under the purchase contracts of
1.75 percent per year of the stated amount of $25 per
unit. In addition, Platinum Finance makes quarterly interest
payments on the senior notes at an annual rate of
5.25 percent. The senior notes are guaranteed by Platinum
Holdings on a senior, unsecured basis and are pledged to
collateralize the holders obligations to acquire common
shares in 2005. As of December 31, 2004, the fair value of
the ESUs was $165,000,000 and was based on quoted market
prices. The Company made interest payments in cash of $7,442,000
and $7,888,000 for the years ended December 31, 2004 and
2003, respectively. There were no cash payments of interest in
the 2002 Period.
Based on the fair value of the Companys common shares, the
Company would issue 5,008,850 common shares of the Company in
exchange for the senior notes if the contract holders were able
to purchase common shares at December 31, 2004. A decrease
in the fair value of the Companys common shares from the
fair value at December 31, 2004 would increase the number
of common shares that would be issued by as much as 1,102,200
additional shares. An increase in the fair value of the
Companys common shares from the fair value at
December 31, 2004 would not alter the number of common
shares that would be issued. The maximum number of common shares
that the Company is obligated to issue in exchange for the
senior notes is 6,111,050 should the fair value of the common
shares be $22.50 per share or less. The ESU related
agreements provides for the issuance of additional common shares
as well as the remarketing of the ESU debt obligations in 2005.
The Company does not currently have a committed credit facility
in place; however, as of December 31, 2004, the Company had
approximately $37,287,000 of unsecured letters of credit
outstanding in favor of various cedants. These letters of credit
are issued, by various banks, on an uncommitted basis, and
subject the Company to certain terms and conditions including
the requirement to collateralize, these currently unsecured
obligations, to the extent certain thresholds or ratings
criteria are exceeded.
F-19
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
The Company provides income taxes based upon amounts reported in
the financial statements and the provisions of currently enacted
tax laws. Platinum Holdings and Platinum Bermuda are
incorporated under the laws of Bermuda and are subject to
Bermuda law with respect to taxation. Under current Bermuda law,
they are not taxed on any Bermuda income or capital gains and
they have received an assurance from the Bermuda Minister of
Finance that if any legislation is enacted in Bermuda that would
impose tax computed on profits or income, or computed on any
capital asset, gain or appreciation, or any tax in the nature of
estate duty or inheritance tax, then the imposition of any such
tax will not be applicable to Platinum Holdings or Platinum
Bermuda or any of their respective operations, shares,
debentures or other obligations until March 28, 2016.
Platinum Holdings has subsidiaries based in the United States,
the United Kingdom and Ireland that are subject to the tax laws
thereof.
Under current United States law, Platinum US will be subject to
the 35 percent corporate tax rate. Under current United
Kingdom law, Platinum UK is taxed at the U.K. corporate tax rate
(generally 30 percent). There is no withholding tax on
dividends distributed from Platinum UK to Platinum Ireland.
Under current Irish law, Platinum Ireland is taxed at a
25 percent corporate tax rate on non-trading income and a
12.5 percent corporate tax rate on trading income. There is
no withholding tax on dividends distributed from Platinum
Ireland to Platinum Holdings.
Income (loss) before income taxes for the years ended
December 31, 2004 and 2003 and the 2002 Period by location
is as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 Period | |
|
|
| |
|
| |
|
| |
United States
|
|
$ |
73,020 |
|
|
|
122,485 |
|
|
$ |
13,858 |
|
Bermuda
|
|
|
19,423 |
|
|
|
48,191 |
|
|
|
(1,735 |
) |
Other
|
|
|
22,689 |
|
|
|
23,022 |
|
|
|
(1,030 |
) |
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$ |
115,132 |
|
|
|
193,698 |
|
|
$ |
11,093 |
|
|
|
|
|
|
|
|
|
|
|
Income tax expense for the years ended December 31, 2004
and 2003 and the 2002 Period is comprised of current and
deferred as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 Period | |
|
|
| |
|
| |
|
| |
Current
|
|
$ |
28,133 |
|
|
|
56,681 |
|
|
$ |
(129 |
) |
Deferred
|
|
|
2,216 |
|
|
|
(7,806 |
) |
|
|
4,784 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
30,349 |
|
|
|
48,875 |
|
|
$ |
4,655 |
|
|
|
|
|
|
|
|
|
|
|
A reconciliation of expected income tax expense, computed by
applying a 35 percent income tax rate to income before
income taxes, to income tax expense for the years ended
December 31, 2004 and 2003 and the 2002 Period is as
follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 Period | |
|
|
| |
|
| |
|
| |
Expected income tax expense at 35%
|
|
$ |
40,296 |
|
|
|
67,794 |
|
|
$ |
3,883 |
|
Effect of foreign income or loss subject to tax at rates other
than 35%
|
|
|
(8,222 |
) |
|
|
(18,316 |
) |
|
|
712 |
|
Tax exempt investment income
|
|
|
(1,084 |
) |
|
|
(740 |
) |
|
|
|
|
Other, net
|
|
|
(641 |
) |
|
|
137 |
|
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
$ |
30,349 |
|
|
|
48,875 |
|
|
$ |
4,655 |
|
|
|
|
|
|
|
|
|
|
|
F-20
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
The tax effects of temporary differences that give rise to the
deferred tax assets and deferred tax liabilities are as follows
($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Deferred tax assets:
|
|
|
|
|
|
|
|
|
|
Unpaid losses and LAE
|
|
$ |
31,314 |
|
|
$ |
27,492 |
|
|
Unearned premiums
|
|
|
15,095 |
|
|
|
11,142 |
|
|
Other deferred tax assets
|
|
|
188 |
|
|
|
325 |
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
46,597 |
|
|
|
38,959 |
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
|
Deferred acquisition costs
|
|
|
36,892 |
|
|
|
25,783 |
|
|
Difference in tax basis carrying value of assets
|
|
|
|
|
|
|
5,337 |
|
|
Timing differences in recognition of expenses
|
|
|
558 |
|
|
|
1,172 |
|
|
Unrealized net foreign currency exchange losses
|
|
|
7,766 |
|
|
|
3,625 |
|
|
Net unrealized gains on investments
|
|
|
1,999 |
|
|
|
4,547 |
|
|
Other deferred tax liabilities
|
|
|
855 |
|
|
|
287 |
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
48,070 |
|
|
|
40,751 |
|
|
|
|
|
|
|
|
|
|
Total net deferred tax liabilities
|
|
$ |
1,473 |
|
|
$ |
1,792 |
|
|
|
|
|
|
|
|
Income tax assets and liabilities are recorded by offsetting
assets and liabilities by tax jurisdiction. The deferred tax
assets and liabilities at December 31, 2004 and 2003 are
included in the balance sheet as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Platinum US deferred tax assets
|
|
$ |
49,254 |
|
|
$ |
39,848 |
|
Platinum US deferred tax liabilities
|
|
|
40,323 |
|
|
|
36,137 |
|
|
|
|
|
|
|
|
|
Net Platinum US deferred tax assets
|
|
$ |
8,931 |
|
|
$ |
3,711 |
|
|
|
|
|
|
|
|
Platinum UK deferred tax assets
|
|
|
|
|
|
|
28 |
|
Platinum UK deferred tax liabilities
|
|
$ |
10,404 |
|
|
$ |
5,531 |
|
|
|
|
|
|
|
|
|
Net Platinum UK deferred tax liabilities
|
|
|
10,404 |
|
|
|
5,503 |
|
|
|
|
|
|
|
|
|
Total net deferred tax liabilities
|
|
$ |
1,473 |
|
|
$ |
1,792 |
|
|
|
|
|
|
|
|
To evaluate the realization of the deferred tax assets,
management considers the timing of the reversal of deferred
income and expense items as well as the likelihood that the
Company will generate sufficient taxable income to realize the
future tax benefits. Management believes that the Company will
generate sufficient taxable income to realize the deferred
assets and, consequently, did not consider a valuation allowance
necessary. The Company has a net operating loss carryforward
arising from its operation in the U.K. The net operating loss
carryforward does not have an expiration date.
Income taxes paid in 2004 and 2003 were $8,549,000 and
$65,912,000, respectively. There were no cash payments of income
taxes in the 2002 Period.
|
|
8. |
Shareholders Equity and Regulation |
The Companys initial capitalization of $120,000 was
provided by an organizing trust. On May 29, 2002, Platinum
Holdings completed a 100-for-1 split of its common shares,
resulting in 135,000,000 common shares authorized and 1,200,000
common shares issued and outstanding, all with a par value of
$0.01 per share. On October 28, 2002, the shareholder
of Platinum Holdings increased the number of
F-21
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
common shares authorized to 200,000,000 common shares and
25,000,000 preferred shares. Concurrent with the Initial Public
Offering, the 1,200,000 common shares were redeemed and canceled.
On November 1, 2002, Platinum Holdings completed the
Initial Public Offering of 33,044,000 common shares at a price
to the public of $22.50 per share. Concurrently with the
completion of the Initial Public Offering, Platinum Holdings
sold 6,000,000 common shares (or 14 percent of the then
outstanding common shares) to St. Paul at a price of
$22.50 per share less the underwriting discount (the
St. Paul Investment) in a private placement pursuant
to a Formation and Separation Agreement dated as of
October 28, 2002 between Platinum Holdings and St. Paul
(the Formation Agreement). The Bye-laws of Platinum
Holdings provide that the voting power of St. Pauls common
shares is limited to 9.9 percent of the voting power of the
outstanding common shares. Pursuant to the Formation Agreement,
St. Paul received an option to purchase up to 6,000,000
additional common shares at any time during the ten years
following the Initial Public Offering at a price of
$27.00 per share (the St. Paul Option). In
return for the common shares and the St. Paul Option, St. Paul
contributed to the Company cash in the amount of
$122 million and substantially all of the continuing
reinsurance business and related assets of the reinsurance
segment of St. Paul, including all of the outstanding capital
stock of Platinum US. Among the fixed assets transferred were
furniture, equipment, systems and software, and intangible
assets including broker lists, contract renewal rights and
licenses. These assets were recorded at the values reflected on
St. Pauls books at the time of transfer.
Concurrent with the completion of the Initial Public Offering,
Platinum Holdings also sold 3,960,000 common shares (or nine
percent of the outstanding common shares) to RenaissanceRe
Holdings Ltd. (RenaissanceRe) at a price of
$22.50 per share less the underwriting discount in a
private placement pursuant to an Investment Agreement dated as
of September 20, 2002 by and among Platinum Holdings,
St. Paul and RenaissanceRe (the Investment
Agreement). Pursuant to the Investment Agreement,
RenaissanceRe received an option to purchase up to 2,500,000
additional common shares at any time during the ten years
following the Initial Public Offering at a purchase price of
$27.00 per share (the RenRe Option).
On November 18, 2004, Platinum Holdings and RenaissanceRe
amended the terms of the RenRe Option. As a result of the
amendment, in lieu of paying $27.00 per share, any exercise
by RenaissanceRe of its option will be settled on a net share
basis, which will result in Platinum issuing to RenaissanceRe a
number of common shares equal to the excess of the market price
per share, determined in accordance with the amendment, over
$27.00 less the par value per share multiplied by the number of
common shares issuable upon exercise of the option, divided by
that market price per share. On January 10, 2005, Platinum
Holdings and St. Paul amended the terms of the
St. Paul Option. As a result of this amendment, any
exercise by St. Paul of its option will be settled on a net
share basis, similar that of RenaissanceRe. This amendment had
no effect on the consolidated financial statements.
The Company filed an unallocated universal shelf registration
statement with the Securities and Exchange Commission
(SEC), which the SEC declared effective on
April 5, 2004. The securities registered under the shelf
registration statement for possible future sales include up to
$750,000,000 of common shares, preferred shares and various
types of debt securities. The registration statement included
common shares held by St. Paul and RenaissanceRe and common
shares issuable upon exercise of the St. Paul Option and
the RenRe Option. On June 30, 2004, St. Paul completed
the sale of its 6,000,000 common shares in an underwritten
public offering, which was effected pursuant to a prospectus
supplement to the shelf registration statement dated
June 28, 2004. The Company did not sell any common shares
in the offering and did not receive any proceeds from the sale
of the common shares by St. Paul. The 6,000,000 common
shares sold by St. Paul amounted to $177,330,000 of the
securities registered under the $750,000,000 shelf registration
statement.
F-22
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
On August 4, 2004, the board of directors of the Company
approved a plan to purchase up to $50,000,000 of its common
shares. During the year ended December 31, 2004 the Company
purchased 349,700 of its common shares in the open market at an
aggregate amount of $9,985,000 at a weighted average price of
$28.55 per share. The common shares purchased by the
Company were canceled.
The Companys ability to pay dividends is subject to
certain regulatory restrictions on the payment of dividends by
its subsidiaries. The payment of dividends from the
Companys regulated reinsurance subsidiaries is limited by
applicable laws and statutory requirements of the jurisdictions
in which the subsidiaries operate, including Bermuda, the United
States and the United Kingdom. Based on the regulatory
restrictions of the applicable jurisdictions, the maximum amount
available for payment of dividends or other distributions by the
reinsurance subsidiaries of the Company in 2005 without prior
regulatory approval is estimated to be $139,620,000.
The combined statutory capital and surplus and statutory net
income as reported to relevant regulatory authorities for the
reinsurance subsidiaries of the Company were as follows
($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 Period | |
|
|
| |
|
| |
|
| |
Statutory capital and surplus
|
|
$ |
1,124,446 |
|
|
|
1,096,398 |
|
|
$ |
965,956 |
|
Statutory net income
|
|
$ |
51,803 |
|
|
|
117,172 |
|
|
$ |
32,093 |
|
The Companys insurance subsidiaries file financial
statements prepared in accordance with statutory accounting
practices prescribed or permitted by domestic or foreign
insurance regulatory authorities. The differences between
statutory financial statements in the United States and
financial statements prepared in accordance with U.S. GAAP
vary between domestic and foreign jurisdictions. The principal
differences are that statutory financial statements do not
reflect deferred acquisition costs, bonds are carried at
amortized cost, deferred income tax is charged or credited
directly to equity, subject to limits, and reinsurance assets
and liabilities are presented net of reinsurance. The Company
has not used any statutory accounting practices that are not
prescribed.
Following is a reconciliation of the basic and diluted earnings
per share computations for the years ended December 31,
2004 and 2003 and the 2002 Period ($ in thousands, except
per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted | |
|
|
|
|
|
|
Average | |
|
Earnings | |
|
|
|
|
Shares | |
|
Per | |
|
|
Net Income | |
|
Outstanding | |
|
Share | |
|
|
| |
|
| |
|
| |
Year Ended December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
84,783 |
|
|
|
43,158 |
|
|
$ |
1.96 |
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share options and restricted shares
|
|
|
|
|
|
|
2,094 |
|
|
|
|
|
|
Interest expense related to ESUs
|
|
|
6,097 |
|
|
|
|
|
|
|
|
|
|
Common share conversion of ESUs
|
|
|
|
|
|
|
5,009 |
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to common shareholders
|
|
$ |
90,880 |
|
|
|
50,261 |
|
|
$ |
1.81 |
|
|
|
|
|
|
|
|
|
|
|
F-23
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted | |
|
|
|
|
|
|
Average | |
|
Earnings | |
|
|
|
|
Shares | |
|
Per | |
|
|
Net Income | |
|
Outstanding | |
|
Share | |
|
|
| |
|
| |
|
| |
Year Ended December 31, 2003:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
144,823 |
|
|
|
43,019 |
|
|
$ |
3.37 |
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share options
|
|
|
|
|
|
|
717 |
|
|
|
|
|
|
Interest expense related to ESUs
|
|
|
6,290 |
|
|
|
|
|
|
|
|
|
|
Common share conversion of ESUs
|
|
|
|
|
|
|
5,137 |
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to common shareholders
|
|
$ |
151,113 |
|
|
|
48,873 |
|
|
$ |
3.09 |
|
|
|
|
|
|
|
|
|
|
|
2002 Period:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
6,438 |
|
|
|
43,004 |
|
|
$ |
0.15 |
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share options
|
|
|
|
|
|
|
518 |
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to common shareholders
|
|
$ |
6,438 |
|
|
|
43,522 |
|
|
$ |
0.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
10. |
Share Incentive Compensation and Employee Benefit Plans |
|
|
|
Share Incentive Compensation |
The Company has a share incentive plan under which key employees
and directors of the Company and its subsidiaries may be granted
options, restricted share awards or share units. An option award
under the Companys share incentive plan allows for the
purchase of common shares at a price equal to the closing price
of common shares on the New York Stock Exchange on the date
immediately preceding the date of the grant. Options to purchase
common shares are granted periodically by the Compensation
Committee of the Board of Directors, generally vest over three
or four years, and expire ten years from the date of grant. The
following summary sets forth option activity for the years ended
December 31, 2004 and 2003 and the 2002 Period (in
thousands, except per share exercise price):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As and for the | |
|
As and for the | |
|
As and for the | |
|
|
Year Ended | |
|
Year Ended | |
|
Period Ended | |
|
|
December 31, 2004 | |
|
December 31, 2003 | |
|
December 31, 2002 | |
|
|
| |
|
| |
|
| |
|
|
|
|
Weighted | |
|
|
|
Weighted | |
|
|
|
Weighted | |
|
|
|
|
Average | |
|
|
|
Average | |
|
|
|
Average | |
|
|
|
|
Exercise | |
|
|
|
Exercise | |
|
|
|
Exercise | |
|
|
Options | |
|
Price | |
|
Options | |
|
Price | |
|
Options | |
|
Price | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Outstanding beginning of the period
|
|
|
4,614 |
|
|
$ |
22.92 |
|
|
|
4,347 |
|
|
$ |
22.50 |
|
|
|
|
|
|
$ |
|
|
|
Granted
|
|
|
227 |
|
|
|
31.43 |
|
|
|
670 |
|
|
|
25.41 |
|
|
|
4,352 |
|
|
|
22.50 |
|
|
Exercised
|
|
|
329 |
|
|
|
22.50 |
|
|
|
30 |
|
|
|
22.50 |
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
84 |
|
|
|
22.50 |
|
|
|
373 |
|
|
|
22.50 |
|
|
|
5 |
|
|
|
22.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding end of the period
|
|
|
4,428 |
|
|
$ |
23.40 |
|
|
|
4,614 |
|
|
$ |
22.92 |
|
|
|
4,347 |
|
|
$ |
22.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at year-end
|
|
|
3,636 |
|
|
|
|
|
|
|
1,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average exercise price of options exercisable at
year-end
|
|
|
|
|
|
$ |
22.99 |
|
|
|
|
|
|
$ |
22.50 |
|
|
|
|
|
|
|
|
|
F-24
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
The following table summarizes information about share options
outstanding at December 31, 2004 (in thousands, except per
share exercise price):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable | |
|
|
|
|
Weighted | |
|
|
|
| |
|
|
|
|
Average | |
|
Weighted | |
|
|
|
Weighted | |
|
|
|
|
Remaining | |
|
Average | |
|
|
|
Average | |
|
|
Number | |
|
Contractual | |
|
Exercise | |
|
Number | |
|
Exercise | |
Range of Exercise Prices |
|
Outstanding | |
|
Life | |
|
Price | |
|
Outstanding | |
|
Price | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
$22.50
|
|
|
3,530 |
|
|
|
7.8 |
|
|
$ |
22.50 |
|
|
|
3,198 |
|
|
$ |
22.50 |
|
|
22.51 - 25.00
|
|
|
165 |
|
|
|
8.2 |
|
|
|
22.79 |
|
|
|
91 |
|
|
|
22.76 |
|
|
25.01 - 30.00
|
|
|
520 |
|
|
|
8.2 |
|
|
|
26.32 |
|
|
|
269 |
|
|
|
26.31 |
|
$30.01 - $35.00
|
|
|
213 |
|
|
|
9.4 |
|
|
$ |
31.67 |
|
|
|
78 |
|
|
$ |
31.74 |
|
The fair value of each option grant was estimated on the date of
grant using the Black-Scholes option pricing model with the
following weighted average assumptions:
|
|
|
|
|
Dividend yield
|
|
|
1.4% |
|
Risk free interest rate
|
|
|
3.0% |
|
Expected volatility
|
|
|
30.0% |
|
Expected option life
|
|
|
7 years |
|
These assumptions would have resulted in the following
stock-based compensation expense, net of tax ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 Period | |
|
|
| |
|
| |
|
| |
Stock-based compensation expense, net of tax
|
|
$ |
6,640 |
|
|
|
14,511 |
|
|
$ |
1,070 |
|
Stock-based compensation expense, net of tax included in
financial statements
|
|
$ |
1,814 |
|
|
|
5,175 |
|
|
$ |
|
|
The Companys share incentive plan also provides for the
issuance of restricted shares to key employees. During 2004, the
Company granted 98,531 restricted shares that vest over a five
year period. The fair value of the shares at the date of grant
were $2,750,000. There were no restricted share awards in 2003
and 2002.
On May 13, 2003 the Company entered into a Separation and
Consulting Agreement with its former President and Chief
Executive Officer pursuant to which the Company paid him
$4,950,000 and on June 1, 2003 fully vested his option to
purchase 975,000 of the Companys common shares with
an exercise period of five years. The differential between the
option price and the market value of 975,000 common shares on
May 13, 2003 of $4,339,000 was recognized as compensation
expense with a corresponding credit to additional paid in
capital.
|
|
|
Defined Contribution Plan |
In 2003, the Company adopted an employee savings plan as a
defined contribution plan intended to qualify under
Section 401(a) of the Internal Revenue Code of 1986, as
amended (the Code) and covering substantially all
U.S. employees. The savings plan allows eligible employees
to contribute up to 50 percent of their annual compensation
on a tax-deferred basis up to limits under the Code and the
Company will match up to the first four percent. In addition,
the Company may, at its discretion, make additional
contributions. Expenses related to the savings plan were
$1,255,000 and $1,718,000, for the years ended December 31,
2004 and 2003, respectively.
F-25
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
Future minimum annual lease commitments under various
non-cancelable operating leases for the Companys office
facilities are as follows: ($ in thousands):
|
|
|
|
|
|
Years Ending December 31, |
|
|
|
|
|
2005
|
|
$ |
2,570 |
|
2006
|
|
|
2,336 |
|
2007
|
|
|
1,785 |
|
2008
|
|
|
1,860 |
|
2009
|
|
|
1,934 |
|
Thereafter
|
|
|
6,770 |
|
|
|
|
|
|
Total
|
|
$ |
17,255 |
|
|
|
|
|
Rent expense was $3,070,000 and, $3,636,000 for the years ended
December 31, 2004 and 2003, respectively.
|
|
12. |
Related Party Transactions and Agreements |
In connection with the Initial Public Offering and the transfer
of business, the Company entered into various agreements with
St. Paul and its affiliates and RenaissanceRe and its
affiliates. These agreements include several quota share
retrocession agreements pursuant to which St. Pauls
subsidiaries transferred the liabilities, related assets and
rights and risks under substantially all of the reinsurance
contracts entered into by St. Pauls subsidiaries on or
after January 1, 2002 (except for certain liabilities
relating to the flooding in Europe in August 2002, named storms
in existence at the time of the completion of the Initial Public
Offering, and business underwritten in London for certain
financial services companies) (the Quota Share
Retrocession Agreements). These agreements provided for
the transfer to subsidiaries of the Company of cash and other
assets in an amount equal to substantially all of the existing
unpaid losses (excluding reserves relating to liabilities
retained by St. Paul), unpaid allocated LAE, other liabilities
related to non-traditional reinsurance treaties, unearned
premium reserves (subject to agreed upon adjustments) and other
related reserves, which relate to contracts entered into on and
after January 1, 2002, as of the date of the transfer (as
determined 90 days after such date) and 100 percent of
future premiums (less any ceding commission under the Quota
Share Retrocession Agreements) associated with the reinsurance
contracts relating to periods after the date of the transfer.
In connection with the Initial Public Offering and transfer of
the business, certain subsidiaries of the Company entered into
several agreements with St. Paul pursuant to which
St. Paul provides various services, including accounting
and administration of the business assumed under the Quota Share
Retrocession Agreements. The Company paid St. Paul a total of
$326,000 and $274,000 and $0 for such services provided in 2004,
2003 and the 2002 Period, respectively.
Platinum Holdings also entered into a five-year Services and
Capacity Reservation Agreement with RenaissanceRe, effective
October 1, 2002, pursuant to which RenaissanceRe will
provide services to subsidiaries of the Company in connection
with their property catastrophe book of business. At the
Companys request, RenaissanceRe will analyze the
Companys property catastrophe treaties and contracts twice
per year and will assist the Company in measuring risk and
managing the Companys property catastrophe treaties and
contacts. Based upon such analysis, RenaissanceRe will provide
the Company with quotations for rates for non-marine non-finite
property catastrophe retrocessional coverage with aggregate
limits up to $100 million annually, either on an
excess-of-loss or proportional basis. The Company and
RenaissanceRe may then enter into retrocessional agreements on
the basis of the quotations. The fee for the coverage commitment
and the services provided by RenaissanceRe under this agreement
is 3.5 percent
F-26
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
of the Companys gross written non-marine non-finite
property catastrophe premium for the contract year, subject to a
minimum of $4 million. Either party may terminate this
agreement if the other is deemed impaired or insolvent by
applicable regulatory or judicial authorities or is the subject
of conservation, rehabilitation, liquidation, bankruptcy or
similar insolvency proceedings. Fees related to this agreement
were $6,395,000, $5,350,000 and $46,000 for the years ended
December 31, 2004 and 2003 and the 2002 Period,
respectively. Fees related to this agreement are included in
operating expenses.
Renaissance Underwriting Managers Ltd. (RUM),
a subsidiary of RenaissanceRe, and Platinum Bermuda entered into
an agreement whereby RUM will, from time to time, provide
referrals of treaty and facultative reinsurance contracts to
Platinum Bermuda for a fee. The fee is 1.0% of gross premiums
written for all pro-rata business, 2.5% of gross premiums
written on all excess of loss business, and 7.5% of the margin
on all finite business. The Company paid $846,000 and $400,000
in fees for such referrals for the years ended December 31,
2004 and 2003, respectively. The business referred is also
subject to a profit commission. Included in the fees under this
agreement in 2004 was $727,000 of profit commissions. There were
no profit commissions paid under this agreement in 2003.
Platinum US is a party to two property catastrophe excess of
loss programs with the Glencoe Group of Companies, which are
affiliates of RenaissanceRe. Platinum US has a 5% participation
across four layers of reinsurance on one program and a 15%
participation on the other program. Platinum US is a party to a
quota share retrocession agreement with Glencoe Insurance Ltd.,
an affiliate of RenaissanceRe, pursuant to which Platinum US
cedes to Glencoe Insurance Ltd. 85% of all liabilities under the
subject property facultative certificates. Premium ceded in 2004
under this agreement was approximately $3,400,000.
Pursuant to the employment agreement between the Companys
chief executive officer (the CEO) and the Company,
dated as of June 20, 2003, the CEO purchased 20,000 common
shares from the Company on July 30, 2003 for an aggregate
purchase price of $520,000. These common shares were sold to the
CEO at a price of $26.00 per common share, which was the
closing price of the common shares on the date prior to the date
that the Companys Board of Directors approved his
employment agreement.
The Company is a party to an investment management agreement
with Alliance Capital Management L.P. (Alliance),
pursuant to which Alliance provides investment advisory services
to the Company. The Company pays a fee to Alliance for these
services based on the amount of the Companys assets
managed by Alliance. The Company paid $2,248,000, $1,629,000 and
$0 in investment advisory fees to Alliance for the years ended
December 31, 2004, 2003 and the 2002 Period, respectively.
A Senior Vice President at AllianceBernstein Institutional
Investment Management, a unit of Alliance, is the wife of a
senior officer of Platinum US.
|
|
13. |
Operating Segment Information |
The Company has organized its worldwide reinsurance business
around three operating segments: Property and Marine, Casualty
and Finite Risk. The Property and Marine operating segment
includes principally property (including crop) and marine
reinsurance coverages that are written in the United States and
international markets. This business includes property per-risk
excess-of-loss treaties, property proportional treaties and
catastrophe excess-of-loss treaties. The Casualty operating
segment includes principally reinsurance treaties that cover
umbrella liability, general and product liability, professional
liability, directors and officers liability, workers
compensation, casualty clash, automobile liability, surety and
trade credit. This segment also includes accident and health
reinsurance treaties, which are predominantly reinsurance of
health insurance products. The Finite Risk operating segment
includes principally structured reinsurance contracts with
ceding companies whose needs may not be met efficiently through
traditional reinsurance products.
F-27
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
In managing the Companys operating segments, management
uses measures such as underwriting income and underwriting
ratios to evaluate segment performance. Management does not
allocate by segment its assets or certain income and expenses
such as investment income, interest expense and certain
corporate expenses. The measures used by management in
evaluating the Companys operating segments should not be
used as a substitute for measures determined under
U.S. GAAP. The following table summarizes underwriting
activity and ratios for the three operating segments together
with a reconciliation of underwriting profit or loss to income
before income tax expense for the years ended December 31,
2004 and 2003 and the 2002 Period ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property | |
|
|
|
|
|
|
|
|
and Marine | |
|
Casualty | |
|
Finite Risk | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
Year ended December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written
|
|
$ |
504,439 |
|
|
|
677,399 |
|
|
|
464,175 |
|
|
$ |
1,646,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
|
485,135 |
|
|
|
611,893 |
|
|
|
350,907 |
|
|
|
1,447,935 |
|
Losses and LAE
|
|
|
349,557 |
|
|
|
418,355 |
|
|
|
251,892 |
|
|
|
1,019,804 |
|
Acquisition expenses
|
|
|
76,360 |
|
|
|
151,649 |
|
|
|
99,812 |
|
|
|
327,821 |
|
Other underwriting expenses
|
|
|
27,827 |
|
|
|
19,086 |
|
|
|
6,224 |
|
|
|
53,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment underwriting income (loss)
|
|
$ |
31,391 |
|
|
|
22,803 |
|
|
|
(7,021 |
) |
|
$ |
47,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate expenses not allocated to segments |
|
|
(13,196 |
) |
Net foreign currency exchange gains |
|
|
725 |
|
Interest expense |
|
|
(9,268 |
) |
Other income |
|
|
3,211 |
|
Net investment income and net realized gains on investments |
|
|
86,487 |
|
|
|
|
|
Income before income taxes |
|
$ |
115,132 |
|
|
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and LAE
|
|
|
72.1 |
% |
|
|
68.4 |
% |
|
|
71.8 |
% |
|
|
70.4 |
% |
|
Acquisition expense
|
|
|
15.7 |
% |
|
|
24.8 |
% |
|
|
28.4 |
% |
|
|
22.6 |
% |
|
Other underwriting expense
|
|
|
5.7 |
% |
|
|
3.1 |
% |
|
|
1.8 |
% |
|
|
3.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined
|
|
|
93.5 |
% |
|
|
96.3 |
% |
|
|
102.0 |
% |
|
|
96.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
F-28
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property | |
|
|
|
|
|
|
|
|
and Marine | |
|
Casualty | |
|
Finite Risk | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
Year ended December 31, 2003:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written
|
|
$ |
352,908 |
|
|
|
474,000 |
|
|
|
345,234 |
|
|
$ |
1,172,142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
|
355,556 |
|
|
|
391,170 |
|
|
|
320,801 |
|
|
|
1,067,527 |
|
Losses and LAE
|
|
|
169,944 |
|
|
|
266,836 |
|
|
|
147,391 |
|
|
|
584,171 |
|
Acquisition expenses
|
|
|
52,154 |
|
|
|
101,005 |
|
|
|
98,067 |
|
|
|
251,226 |
|
Other underwriting expenses
|
|
|
35,598 |
|
|
|
21,060 |
|
|
|
12,870 |
|
|
|
69,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment underwriting income
|
|
$ |
97,860 |
|
|
|
2,269 |
|
|
|
62,473 |
|
|
$ |
162,602 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate expenses not allocated to segments |
|
|
(23,067 |
) |
Net foreign currency exchange losses |
|
|
(114 |
) |
Interest expense |
|
|
(9,492 |
) |
Other income |
|
|
3,343 |
|
Net investment income and net realized gains on investments |
|
|
60,426 |
|
|
|
|
|
Income before income taxes |
|
$ |
193,698 |
|
|
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and LAE
|
|
|
47.8 |
% |
|
|
68.2 |
% |
|
|
45.9 |
% |
|
|
54.7 |
% |
|
Acquisition expense
|
|
|
14.7 |
% |
|
|
25.8 |
% |
|
|
30.6 |
% |
|
|
23.5 |
% |
|
Other underwriting expense
|
|
|
10.0 |
% |
|
|
5.4 |
% |
|
|
4.0 |
% |
|
|
6.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined
|
|
|
72.5 |
% |
|
|
99.4 |
% |
|
|
80.5 |
% |
|
|
84.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 Period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written
|
|
$ |
89,341 |
|
|
|
164,929 |
|
|
|
43,844 |
|
|
$ |
298,114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
|
43,047 |
|
|
|
39,320 |
|
|
|
24,731 |
|
|
|
107,098 |
|
Losses and LAE
|
|
|
21,558 |
|
|
|
29,498 |
|
|
|
9,300 |
|
|
|
60,356 |
|
Acquisition expenses
|
|
|
7,798 |
|
|
|
9,269 |
|
|
|
8,407 |
|
|
|
25,474 |
|
Other underwriting expenses
|
|
|
5,960 |
|
|
|
4,136 |
|
|
|
2,068 |
|
|
|
12,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment underwriting income (loss)
|
|
$ |
7,731 |
|
|
|
(3,583 |
) |
|
|
4,956 |
|
|
$ |
9,104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate expenses not allocated to segments |
|
|
(4,170 |
) |
Net foreign currency exchange gains |
|
|
2,017 |
|
Interest expense |
|
|
(1,261 |
) |
Other income |
|
|
167 |
|
Net investment income and net realized gains on investments |
|
|
5,236 |
|
|
|
|
|
Income before income taxes |
|
$ |
11,093 |
|
|
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and LAE
|
|
|
50.1 |
% |
|
|
75.0 |
% |
|
|
37.6 |
% |
|
|
56.4 |
% |
|
Acquisition expense
|
|
|
18.1 |
% |
|
|
23.6 |
% |
|
|
34.0 |
% |
|
|
23.8 |
% |
|
Other underwriting expense
|
|
|
13.8 |
% |
|
|
10.5 |
% |
|
|
8.4 |
% |
|
|
11.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined
|
|
|
82.0 |
% |
|
|
109.1 |
% |
|
|
80.0 |
% |
|
|
91.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
F-29
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
Corporate expenses, interest expenses, net investment income,
net realized investment gains and other income or expense items
that are not specifically attributable to operating segments are
not allocated.
The following table sets forth the net premiums written by the
Company for the years ended December 31, 2004 and 2003 and
the 2002 Period by geographic location of the ceding company ($
in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 Period | |
|
|
| |
|
| |
|
| |
United States
|
|
$ |
1,350,408 |
|
|
|
912,586 |
|
|
$ |
153,872 |
|
International
|
|
|
295,605 |
|
|
|
259,556 |
|
|
|
144,242 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,646,013 |
|
|
|
1,172,142 |
|
|
$ |
298,114 |
|
|
|
|
|
|
|
|
|
|
|
The components of comprehensive income for the years ended
December 31, 2004, 2003 and the 2002 Period are as follows
($ in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 Period | |
|
|
| |
|
| |
|
| |
Before tax amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
$ |
555 |
|
|
|
890 |
|
|
$ |
|
|
|
Net unrealized holding gains (losses) arising during the period
|
|
|
(12,054 |
) |
|
|
13,388 |
|
|
|
12,293 |
|
|
Less: reclassification adjustment for net (gains) losses
realized in net income
|
|
|
2,594 |
|
|
|
(2,982 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income before tax
|
|
|
(8,905 |
) |
|
|
11,296 |
|
|
|
12,293 |
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
(167 |
) |
|
|
(267 |
) |
|
|
|
|
|
Net unrealized holding gains (losses) arising during the period
|
|
|
2,763 |
|
|
|
(2,983 |
) |
|
|
1,712 |
|
|
Less: reclassification adjustment for net (gains) losses
realized in net income
|
|
|
(213 |
) |
|
|
147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax on other comprehensive income (loss)
|
|
|
2,383 |
|
|
|
(3,103 |
) |
|
|
1,712 |
|
|
|
|
|
|
|
|
|
|
|
Net of tax amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net foreign currency translation adjustment
|
|
|
388 |
|
|
|
623 |
|
|
|
|
|
|
Net unrealized holding gains (losses) arising during the period
|
|
|
(9,291 |
) |
|
|
10,405 |
|
|
|
10,581 |
|
|
Less: reclassification adjustment for net (gains) losses
realized in net income
|
|
|
2,381 |
|
|
|
(2,835 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of tax
|
|
$ |
(6,522 |
) |
|
|
8,193 |
|
|
$ |
10,581 |
|
|
|
|
|
|
|
|
|
|
|
|
|
15. |
Quarterly Financial Data (Unaudited) |
The following quarterly financial information for each of the
three months ended March 31, June 30,
September 30 and December 31, 2004 and 2003 is
unaudited. However, in the opinion of management, all
adjustments (consisting of normal recurring adjustments)
necessary to present fairly the results of
F-30
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
operations for such periods, have been made for a fair
presentation of the results shown ($ in thousands, except per
share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
| |
|
|
March 31, | |
|
June 30, | |
|
September 30, | |
|
December 31, | |
|
|
2004 | |
|
2004 | |
|
2004 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
Net premiums earned
|
|
$ |
321,042 |
|
|
|
310,867 |
|
|
|
383,090 |
|
|
$ |
432,936 |
|
Net investment income
|
|
|
17,484 |
|
|
|
19,377 |
|
|
|
21,429 |
|
|
|
26,242 |
|
Losses and LAE
|
|
|
161,969 |
|
|
|
189,466 |
|
|
|
384,724 |
|
|
|
283,645 |
|
Acquisition expenses
|
|
|
88,921 |
|
|
|
62,694 |
|
|
|
81,271 |
|
|
|
94,935 |
|
Operating expenses
|
|
|
18,774 |
|
|
|
19,262 |
|
|
|
15,400 |
|
|
|
12,897 |
|
Net income
|
|
|
54,814 |
|
|
|
49,799 |
|
|
|
(69,752 |
) |
|
|
49,922 |
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
1.27 |
|
|
|
1.15 |
|
|
|
(1.62 |
) |
|
|
1.16 |
|
|
Diluted
|
|
$ |
1.10 |
|
|
|
1.01 |
|
|
|
(1.62 |
) |
|
$ |
1.03 |
|
Average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
43,143 |
|
|
|
43,290 |
|
|
|
43,127 |
|
|
|
43,073 |
|
|
Diluted
|
|
|
50,984 |
|
|
|
50,788 |
|
|
|
43,127 |
|
|
|
49,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
| |
|
|
March 31, | |
|
June 30, | |
|
September 30, | |
|
December 31, | |
|
|
2003 | |
|
2003 | |
|
2003 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
| |
Net premiums earned
|
|
$ |
238,069 |
|
|
|
279,376 |
|
|
|
272,265 |
|
|
$ |
277,817 |
|
Net investment income
|
|
|
14,203 |
|
|
|
13,431 |
|
|
|
14,780 |
|
|
|
15,231 |
|
Losses and LAE
|
|
|
138,803 |
|
|
|
156,801 |
|
|
|
157,208 |
|
|
|
131,359 |
|
Acquisition expenses
|
|
|
51,719 |
|
|
|
60,376 |
|
|
|
60,408 |
|
|
|
78,723 |
|
Operating expenses
|
|
|
20,169 |
|
|
|
32,995 |
|
|
|
18,499 |
|
|
|
20,932 |
|
Net income
|
|
|
30,586 |
|
|
|
26,605 |
|
|
|
37,817 |
|
|
|
49,815 |
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.71 |
|
|
|
0.62 |
|
|
|
0.88 |
|
|
|
1.16 |
|
|
Diluted
|
|
$ |
0.66 |
|
|
|
0.57 |
|
|
|
0.81 |
|
|
$ |
1.03 |
|
Average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
43,004 |
|
|
|
43,004 |
|
|
|
43,022 |
|
|
|
43,043 |
|
|
Diluted
|
|
|
49,008 |
|
|
|
48,871 |
|
|
|
48,876 |
|
|
|
49,868 |
|
|
|
16. |
Investigations by the SEC and the New York Attorney
General |
In November and December 2004, the Company received subpoenas
from the SEC and the Office of the Attorney General for the
State of New York for documents and information relating to
certain non-traditional, or loss mitigation, insurance products.
The Company is fully cooperating in responding to all such
requests. Other reinsurance companies have reported receiving
similar subpoenas and requests.
This investigation appears to be at a very preliminary stage
and, accordingly, we are unable to predict the direction the
investigation will take and the impact, if any, it may have on
the consolidated financial statements.
F-31
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
|
|
17. |
Condensed Consolidating Financial Information |
In November 2002, the Company issued Equity Security Units
(ESUs) consisting of a contract to purchase common
shares of the Company in 2005 and an ownership interest in a
senior note due 2007 issued by Platinum Finance, a
U.S. based intermediate holding company and indirect wholly
owned subsidiary of Platinum Holdings. The senior notes are
fully and unconditionally guaranteed by Platinum Holdings on a
senior unsecured basis and are pledged to collateralize the
holders obligations to acquire common shares in 2005.
The payment of dividends from the Companys regulated
reinsurance subsidiaries is limited by applicable laws and
statutory requirements of the jurisdictions in which the
subsidiaries operate, including Bermuda, the United States and
the United Kingdom. Based on the regulatory restrictions of the
applicable jurisdictions, the maximum amount available for
payment of dividends or other distributions by the reinsurance
subsidiary of Platinum Finance in 2005 without prior regulatory
approval is $40,312,000. The maximum amount available for
payment of dividends or other distributions by the reinsurance
subsidiaries of Platinum Holdings in 2005, including the
reinsurance subsidiary of Platinum Finance, without prior
regulatory approval is estimated to be $139,620,000.
F-32
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
The tables below present condensed consolidating financial
information as of December 31, 2004 and 2003, for the years
ended December 31, 2004 and 2003 and for the period from
April 19, 2002 (date of inception) through
December 31, 2002 of Platinum Holdings, Platinum Finance
and the non-guarantor subsidiaries of Platinum Holdings ($ in
thousands):
Condensed Consolidating Balance Sheet
December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Platinum | |
|
Platinum | |
|
Non-guarantor | |
|
Consolidating | |
|
|
|
|
Holdings | |
|
Finance | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities available-for-sale, at fair value
|
|
$ |
|
|
|
|
3,740 |
|
|
|
2,153,789 |
|
|
|
|
|
|
$ |
2,157,529 |
|
|
Fixed maturity trading securities at fair value
|
|
|
|
|
|
|
|
|
|
|
82,673 |
|
|
|
|
|
|
|
82,673 |
|
|
Other invested asset
|
|
|
|
|
|
|
|
|
|
|
6,769 |
|
|
|
|
|
|
|
6,769 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
|
|
|
|
|
3,740 |
|
|
|
2,243,231 |
|
|
|
|
|
|
|
2,246,971 |
|
Investment in subsidiaries
|
|
|
1,135,434 |
|
|
|
414,105 |
|
|
|
470,776 |
|
|
|
(2,020,315 |
) |
|
|
|
|
Cash and cash equivalents
|
|
|
1,945 |
|
|
|
8,204 |
|
|
|
199,748 |
|
|
|
|
|
|
|
209,897 |
|
Reinsurance assets
|
|
|
|
|
|
|
|
|
|
|
2,009,245 |
|
|
|
(1,090,219 |
) |
|
|
919,026 |
|
Other assets
|
|
|
1,648 |
|
|
|
1,502 |
|
|
|
142,951 |
|
|
|
(100,000 |
) |
|
|
46,101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
1,139,027 |
|
|
|
427,551 |
|
|
|
5,065,951 |
|
|
|
(3,210,534 |
) |
|
$ |
3,421,995 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance liabilities
|
|
$ |
|
|
|
|
|
|
|
|
3,233,233 |
|
|
|
(1,133,358 |
) |
|
$ |
2,099,875 |
|
|
Debt obligations
|
|
|
|
|
|
|
137,500 |
|
|
|
|
|
|
|
|
|
|
|
137,500 |
|
|
Other liabilities
|
|
|
6,024 |
|
|
|
928 |
|
|
|
1,525 |
|
|
|
43,140 |
|
|
|
51,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
6,024 |
|
|
|
138,428 |
|
|
|
3,234,758 |
|
|
|
(1,090,218 |
) |
|
|
2,288,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares
|
|
|
430 |
|
|
|
|
|
|
|
1,250 |
|
|
|
(1,250 |
) |
|
|
430 |
|
|
Additional paid-in capital
|
|
|
911,851 |
|
|
|
147,238 |
|
|
|
1,417,032 |
|
|
|
(1,564,270 |
) |
|
|
911,851 |
|
|
Accumulated other comprehensive income
|
|
|
12,252 |
|
|
|
3,309 |
|
|
|
17,068 |
|
|
|
(20,377 |
) |
|
|
12,252 |
|
|
Retained earnings
|
|
|
208,470 |
|
|
|
138,576 |
|
|
|
395,843 |
|
|
|
(534,419 |
) |
|
|
208,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
1,133,003 |
|
|
|
289,123 |
|
|
|
1,831,193 |
|
|
|
(2,120,316 |
) |
|
|
1,133,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$ |
1,139,027 |
|
|
|
427,551 |
|
|
|
5,065,951 |
|
|
|
(3,210,534 |
) |
|
$ |
3,421,995 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-33
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- | |
|
|
|
|
|
|
Platinum | |
|
Platinum | |
|
Guarantor | |
|
Consolidating | |
|
|
|
|
Holdings | |
|
Finance | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
ASSETS |
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities available-for-sale, at fair value
|
|
$ |
|
|
|
|
2,464 |
|
|
|
1,581,041 |
|
|
|
|
|
|
$ |
1,583,505 |
|
|
Fixed maturity trading securities at fair value
|
|
|
|
|
|
|
|
|
|
|
94,633 |
|
|
|
|
|
|
|
94,633 |
|
|
Other invested asset
|
|
|
|
|
|
|
|
|
|
|
6,910 |
|
|
|
|
|
|
|
6,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
|
|
|
|
|
2,464 |
|
|
|
1,682,584 |
|
|
|
|
|
|
|
1,685,048 |
|
Investment in subsidiaries
|
|
|
1,069,521 |
|
|
|
363,038 |
|
|
|
414,511 |
|
|
|
(1,847,070 |
) |
|
|
|
|
Cash and cash equivalents
|
|
|
3,413 |
|
|
|
9,917 |
|
|
|
92,131 |
|
|
|
|
|
|
|
105,461 |
|
Reinsurance assets
|
|
|
|
|
|
|
|
|
|
|
1,292,394 |
|
|
|
(649,355 |
) |
|
|
643,039 |
|
Income tax recoverable
|
|
|
|
|
|
|
3,757 |
|
|
|
5,603 |
|
|
|
|
|
|
|
9,360 |
|
Other assets
|
|
|
1,740 |
|
|
|
3,415 |
|
|
|
140,416 |
|
|
|
(102,907 |
) |
|
|
42,664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
1,074,674 |
|
|
|
382,591 |
|
|
|
3,627,639 |
|
|
|
(2,599,332 |
) |
|
$ |
2,485,572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance liabilities
|
|
$ |
|
|
|
|
|
|
|
|
1,858,185 |
|
|
|
(627,052 |
) |
|
$ |
1,231,133 |
|
|
Debt obligations
|
|
|
|
|
|
|
137,500 |
|
|
|
|
|
|
|
|
|
|
|
137,500 |
|
|
Other liabilities
|
|
|
7,471 |
|
|
|
1,029 |
|
|
|
66,745 |
|
|
|
(25,509 |
) |
|
|
49,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
7,471 |
|
|
|
138,529 |
|
|
|
1,924,930 |
|
|
|
(652,561 |
) |
|
|
1,418,369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares
|
|
|
430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
430 |
|
|
Additional paid-in capital
|
|
|
910,505 |
|
|
|
147,238 |
|
|
|
1,422,482 |
|
|
|
(1,569,720 |
) |
|
|
910,505 |
|
|
Accumulated other comprehensive income
|
|
|
18,774 |
|
|
|
7,289 |
|
|
|
28,140 |
|
|
|
(35,429 |
) |
|
|
18,774 |
|
|
Retained earnings
|
|
|
137,494 |
|
|
|
89,535 |
|
|
|
252,087 |
|
|
|
(341,622 |
) |
|
|
137,494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
1,067,203 |
|
|
|
244,062 |
|
|
|
1,702,709 |
|
|
|
(1,946,771 |
) |
|
|
1,067,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$ |
1,074,674 |
|
|
|
382,591 |
|
|
|
3,627,639 |
|
|
|
(2,599,332 |
) |
|
$ |
2,485,572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-34
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
CONSOLIDATING STATEMENT OF INCOME
For the Year Ended December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- | |
|
|
|
|
|
|
Platinum | |
|
Platinum | |
|
Guarantor | |
|
Consolidating | |
|
|
|
|
Holdings | |
|
Finance | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
$ |
|
|
|
|
|
|
|
|
1,447,935 |
|
|
|
|
|
|
$ |
1,447,935 |
|
|
Net investment income
|
|
|
53 |
|
|
|
164 |
|
|
|
84,315 |
|
|
|
|
|
|
|
84,532 |
|
|
Net realized gains on investments
|
|
|
|
|
|
|
6 |
|
|
|
1,949 |
|
|
|
|
|
|
|
1,955 |
|
|
Other income
|
|
|
2,944 |
|
|
|
|
|
|
|
48 |
|
|
|
219 |
|
|
|
3,211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
2,997 |
|
|
|
170 |
|
|
|
1,534,247 |
|
|
|
219 |
|
|
|
1,537,633 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss adjustment expenses
|
|
|
|
|
|
|
|
|
|
|
1,019,804 |
|
|
|
|
|
|
|
1,019,804 |
|
|
Acquisition expenses
|
|
|
|
|
|
|
|
|
|
|
331,754 |
|
|
|
(3,933 |
) |
|
|
327,821 |
|
|
Operating expenses
|
|
|
12,725 |
|
|
|
288 |
|
|
|
49,387 |
|
|
|
3,933 |
|
|
|
66,333 |
|
|
Net foreign currency exchange gains
|
|
|
(3 |
) |
|
|
|
|
|
|
(722 |
) |
|
|
|
|
|
|
(725 |
) |
|
Interest expense
|
|
|
207 |
|
|
|
9,061 |
|
|
|
|
|
|
|
|
|
|
|
9,268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
12,929 |
|
|
|
9,349 |
|
|
|
1,400,223 |
|
|
|
|
|
|
|
1,422,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax expense
|
|
|
(9,932 |
) |
|
|
(9,179 |
) |
|
|
134,024 |
|
|
|
219 |
|
|
|
115,132 |
|
|
Income tax expense (benefit)
|
|
|
|
|
|
|
(3,213 |
) |
|
|
33,562 |
|
|
|
|
|
|
|
30,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) before equity in earnings of subsidiaries
|
|
|
(9,932 |
) |
|
|
(5,966 |
) |
|
|
100,462 |
|
|
|
219 |
|
|
|
84,783 |
|
|
Equity in earnings of subsidiaries
|
|
|
94,715 |
|
|
|
55,006 |
|
|
|
60,799 |
|
|
|
(210,520 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
84,783 |
|
|
|
49,040 |
|
|
|
161,261 |
|
|
|
(210,301 |
) |
|
$ |
84,783 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-35
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
CONSOLIDATING STATEMENT OF INCOME
For the Year Ended December 31, 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- | |
|
|
|
|
|
|
Platinum | |
|
Platinum | |
|
Guarantor | |
|
Consolidating | |
|
|
|
|
Holdings | |
|
Finance | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
$ |
|
|
|
|
|
|
|
|
1,067,527 |
|
|
|
|
|
|
$ |
1,067,527 |
|
|
Net investment income
|
|
|
46 |
|
|
|
121 |
|
|
|
57,478 |
|
|
|
|
|
|
|
57,645 |
|
|
Net realized gains on investments
|
|
|
|
|
|
|
|
|
|
|
2,781 |
|
|
|
|
|
|
|
2,781 |
|
|
Other income
|
|
|
|
|
|
|
|
|
|
|
3,343 |
|
|
|
|
|
|
|
3,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
46 |
|
|
|
121 |
|
|
|
1,131,129 |
|
|
|
|
|
|
|
1,131,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss adjustment expenses
|
|
|
|
|
|
|
|
|
|
|
584,171 |
|
|
|
|
|
|
|
584,171 |
|
|
Acquisition expenses
|
|
|
|
|
|
|
|
|
|
|
256,248 |
|
|
|
(5,022 |
) |
|
|
251,226 |
|
|
Operating expenses
|
|
|
22,657 |
|
|
|
338 |
|
|
|
64,373 |
|
|
|
5,227 |
|
|
|
92,595 |
|
|
Net foreign currency exchange losses
|
|
|
4 |
|
|
|
|
|
|
|
110 |
|
|
|
|
|
|
|
114 |
|
|
Interest expense
|
|
|
344 |
|
|
|
9,148 |
|
|
|
|
|
|
|
|
|
|
|
9,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
23,005 |
|
|
|
9,486 |
|
|
|
904,902 |
|
|
|
205 |
|
|
|
937,598 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax expense
|
|
|
(22,959 |
) |
|
|
(9,365 |
) |
|
|
226,227 |
|
|
|
(205 |
) |
|
|
193,698 |
|
Income tax expense (benefit)
|
|
|
|
|
|
|
(3,278 |
) |
|
|
52,153 |
|
|
|
|
|
|
|
48,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) before equity in earnings of subsidiaries
|
|
|
(22,959 |
) |
|
|
(6,087 |
) |
|
|
174,074 |
|
|
|
(205 |
) |
|
|
144,823 |
|
|
Equity in earnings of subsidiaries
|
|
|
167,782 |
|
|
|
86,576 |
|
|
|
92,374 |
|
|
|
(346,732 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
144,823 |
|
|
|
80,489 |
|
|
|
266,448 |
|
|
|
(346,937 |
) |
|
$ |
144,823 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-36
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
Consolidating Statement of Income
For the period from April 19, 2002 (date of inception)
through December 31, 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- | |
|
|
|
|
|
|
Platinum | |
|
Platinum | |
|
guarantor | |
|
Consolidating | |
|
|
|
|
Holdings | |
|
Finance | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
$ |
|
|
|
|
|
|
|
|
107,098 |
|
|
|
|
|
|
$ |
107,098 |
|
|
Net investment income
|
|
|
179 |
|
|
|
36 |
|
|
|
6,065 |
|
|
|
(1,069 |
) |
|
|
5,211 |
|
|
Net realized gains on investments
|
|
|
|
|
|
|
|
|
|
|
25 |
|
|
|
|
|
|
|
25 |
|
|
Other income
|
|
|
|
|
|
|
|
|
|
|
167 |
|
|
|
|
|
|
|
167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
179 |
|
|
|
36 |
|
|
|
113,355 |
|
|
|
(1,069 |
) |
|
|
112,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss adjustment expenses
|
|
|
|
|
|
|
|
|
|
|
60,356 |
|
|
|
|
|
|
|
60,356 |
|
|
Acquisition expenses
|
|
|
|
|
|
|
|
|
|
|
25,474 |
|
|
|
|
|
|
|
25,474 |
|
|
Operating expenses
|
|
|
3,986 |
|
|
|
204 |
|
|
|
12,144 |
|
|
|
|
|
|
|
16,334 |
|
|
Net foreign currency exchange gains
|
|
|
|
|
|
|
|
|
|
|
(2,017 |
) |
|
|
|
|
|
|
(2,017 |
) |
|
Interest expense
|
|
|
58 |
|
|
|
1,202 |
|
|
|
1,001 |
|
|
|
(1,000 |
) |
|
|
1,261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
4,044 |
|
|
|
1,406 |
|
|
|
96,958 |
|
|
|
(1,000 |
) |
|
|
101,408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax expense
|
|
|
(3,865 |
) |
|
|
(1,370 |
) |
|
|
16,397 |
|
|
|
(69 |
) |
|
|
11,093 |
|
Income tax expense (benefit)
|
|
|
|
|
|
|
(480 |
) |
|
|
5,135 |
|
|
|
|
|
|
|
4,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) before equity in earnings of subsidiaries
|
|
|
(3,865 |
) |
|
|
(890 |
) |
|
|
11,262 |
|
|
|
(69 |
) |
|
|
6,438 |
|
Equity in earnings of subsidiaries
|
|
|
10,303 |
|
|
|
9,938 |
|
|
|
7,524 |
|
|
|
(27,765 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
6,438 |
|
|
|
9,048 |
|
|
|
18,786 |
|
|
|
(27,834 |
) |
|
$ |
6,438 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-37
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
Condensed Consolidating Statement of Cash Flows
For the Year Ended December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- | |
|
|
|
|
|
|
Platinum | |
|
Platinum | |
|
guarantor | |
|
Consolidating | |
|
|
|
|
Holdings | |
|
Finance | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Net cash provided by (used in) operating activities
|
|
$ |
(8,400 |
) |
|
|
(436 |
) |
|
|
723,569 |
|
|
|
|
|
|
$ |
714,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of available-for-sale fixed maturities
|
|
|
|
|
|
|
998 |
|
|
|
497,947 |
|
|
|
|
|
|
|
498,945 |
|
|
Proceeds from maturity or paydown of available-for-sale fixed
maturities
|
|
|
|
|
|
|
697 |
|
|
|
135,775 |
|
|
|
|
|
|
|
136,472 |
|
|
Acquisition of available-for-sale fixed maturities
|
|
|
|
|
|
|
(2,972 |
) |
|
|
(1,227,923 |
) |
|
|
|
|
|
|
(1,230,895 |
) |
|
Dividends from subsidiaries
|
|
|
22,000 |
|
|
|
|
|
|
|
|
|
|
|
(22,000 |
) |
|
|
|
|
|
Contributions to subsidiaries
|
|
|
(250 |
) |
|
|
|
|
|
|
|
|
|
|
250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
21,750 |
|
|
|
(1,277 |
) |
|
|
(594,201 |
) |
|
|
(21,750 |
) |
|
|
(595,478 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid to shareholders
|
|
|
(13,807 |
) |
|
|
|
|
|
|
(22,000 |
) |
|
|
22,000 |
|
|
|
(13,807 |
) |
|
Proceeds from exercise of share options
|
|
|
7,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,406 |
|
|
Proceeds from issuance of common shares
|
|
|
1,567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,567 |
|
|
Purchase of common shares
|
|
|
(9,985 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,985 |
) |
|
Capital contribution from parent
|
|
|
|
|
|
|
|
|
|
|
250 |
|
|
|
(250 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(14,819 |
) |
|
|
|
|
|
|
(21,750 |
) |
|
|
21,750 |
|
|
|
(14,819 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(1,469 |
) |
|
|
(1,713 |
) |
|
|
107,618 |
|
|
|
|
|
|
|
104,436 |
|
Cash and cash equivalents at beginning of year
|
|
|
3,413 |
|
|
|
9,917 |
|
|
|
92,131 |
|
|
|
|
|
|
|
105,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$ |
1,944 |
|
|
|
8,204 |
|
|
|
199,749 |
|
|
|
|
|
|
$ |
209,897 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-38
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
Condensed Consolidating Statement of Cash Flows
For the Year Ended December 31, 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- | |
|
|
|
|
|
|
Platinum | |
|
Platinum | |
|
guarantor | |
|
Consolidating | |
|
|
|
|
Holdings | |
|
Finance | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Net cash provided by (used in) operating activities
|
|
$ |
(21,103 |
) |
|
|
(7,571 |
) |
|
|
411,981 |
|
|
|
|
|
|
$ |
383,307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of available-for-sale fixed maturities
|
|
|
|
|
|
|
|
|
|
|
393,245 |
|
|
|
|
|
|
|
393,245 |
|
|
Proceeds from maturity or paydown of available-for-sale fixed
maturities
|
|
|
|
|
|
|
1,624 |
|
|
|
131,355 |
|
|
|
|
|
|
|
132,979 |
|
|
Acquisition of available-for-sale fixed maturities
|
|
|
|
|
|
|
(4,152 |
) |
|
|
(1,061,925 |
) |
|
|
|
|
|
|
(1,066,077 |
) |
|
Other invested asset acquired
|
|
|
|
|
|
|
|
|
|
|
(6,910 |
) |
|
|
|
|
|
|
(6,910 |
) |
|
Dividends from subsidiaries
|
|
|
33,150 |
|
|
|
|
|
|
|
|
|
|
|
(33,150 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
33,150 |
|
|
|
(2,528 |
) |
|
|
(544,235 |
) |
|
|
(33,150 |
) |
|
|
(546,763 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid to shareholders
|
|
|
(13,767 |
) |
|
|
|
|
|
|
(33,150 |
) |
|
|
33,150 |
|
|
|
(13,767 |
) |
|
Proceeds from exercise of share options
|
|
|
678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
678 |
|
|
Proceeds from issuance of common shares
|
|
|
520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(12,569 |
) |
|
|
|
|
|
|
(33,150 |
) |
|
|
33,150 |
|
|
|
(12,569 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents
|
|
|
(522 |
) |
|
|
(10,099 |
) |
|
|
(165,404 |
) |
|
|
|
|
|
|
(176,025 |
) |
Cash and cash equivalents at beginning of year
|
|
|
3,935 |
|
|
|
20,016 |
|
|
|
257,535 |
|
|
|
|
|
|
|
281,486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$ |
3,413 |
|
|
|
9,917 |
|
|
|
92,131 |
|
|
|
|
|
|
$ |
105,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-39
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
Condensed Consolidating Statement of Cash Flows
For the period from April 19, 2002 (date of inception)
through December 31, 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- | |
|
|
|
|
|
|
Platinum | |
|
Platinum | |
|
guarantor | |
|
Consolidating | |
|
|
|
|
Holdings | |
|
Finance | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Net cash provided by (used in) operating activities
|
|
$ |
(5,153 |
) |
|
|
16 |
|
|
|
286,530 |
|
|
|
|
|
|
$ |
281,393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of available-for-sale fixed maturities
|
|
|
|
|
|
|
|
|
|
|
120,421 |
|
|
|
|
|
|
|
120,421 |
|
|
Acquisition of available-for-sale fixed maturities
|
|
|
|
|
|
|
|
|
|
|
(1,157,416 |
) |
|
|
|
|
|
|
(1,157,416 |
) |
|
Contributions to subsidiaries
|
|
|
(896,000 |
) |
|
|
(250,000 |
) |
|
|
(296,007 |
) |
|
|
1,442,007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(896,000 |
) |
|
|
(250,000 |
) |
|
|
(1,333,002 |
) |
|
|
1,442,007 |
|
|
|
(1,036,995 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from shares issued in initial capitalization
|
|
|
120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120 |
|
|
Redemption of shares issued in initial capitalization
|
|
|
(120 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(120 |
) |
|
Net proceeds from issuance of common shares
|
|
|
905,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
905,088 |
|
|
Net proceeds from issuance of debt securities
|
|
|
|
|
|
|
132,000 |
|
|
|
|
|
|
|
|
|
|
|
132,000 |
|
|
Capital contribution from parent
|
|
|
|
|
|
|
138,000 |
|
|
|
1,304,007 |
|
|
|
(1,442,007 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
905,088 |
|
|
|
270,000 |
|
|
|
1,304,007 |
|
|
|
(1,442,007 |
) |
|
|
1,037,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
3,935 |
|
|
|
20,016 |
|
|
|
257,535 |
|
|
|
|
|
|
|
281,486 |
|
Cash and cash equivalents at beginning of period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
3,935 |
|
|
|
20,016 |
|
|
|
257,535 |
|
|
|
|
|
|
$ |
281,486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-40
THE PREDECESSOR BUSINESS
THE ST. PAUL COMPANIES, INC.
REINSURANCE UNDERWRITING SEGMENT
Following is selected historical combined financial data for the
period from January 1, 2002 through November 1, 2002
of the reinsurance underwriting segment of The St. Paul
Companies, Inc. (the Predecessor) prior to the
initial public offering of Platinum Underwriters Holdings, Ltd.
(Platinum). The Predecessor operations include the
continuing business and related assets transferred to Platinum
upon completion of its initial public offering as well as the
reinsurance business that remained with The St. Paul
Companies, Inc. (St. Paul) after the public
offering. Accordingly, underwriting results and combined
statements of the Predecessor presented in this report are not
indicative of the actual results of Platinum subsequent to the
public offering.
In addition to the effect of the retention of certain portions
of the Predecessor business by St. Paul and the exclusion
of the corporate aggregate excess-of-loss reinsurance program of
St. Paul, other factors may cause the actual results of
Platinum to differ materially from the results of the
Predecessor.
On April 1, 2004, Travelers Property Casualty Corp.
(TPC) merged with a subsidiary of St. Paul, as a
result of which TPC became a wholly-owned subsidiary of the
St. Paul Travelers Companies, Inc. (STA.) For accounting
purposes, the transaction was accounted for as a reverse
acquisition with TPC treated as the accounting acquirer.
Accordingly, the transaction was accounted for as a purchase
business combination, using TPC historical financial information
and applying fair value estimates to the acquired assets,
liabilities, and commitments of St. Paul as of
April 1, 2004. Beginning on April 1, 2004, the results
of operations and financial condition of St. Paul were
consolidated with TPCs.
P-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders:
The St. Paul Companies, Inc.:
We have audited the accompanying combined statements of
underwriting results and identifiable underwriting cash flows of
The St. Paul Companies, Inc. Reinsurance Underwriting Segment
(Predecessor) for the period from January 1, 2002 through
November 1, 2002. The combined statements are the
responsibility of the Predecessors management. Our
responsibility is to express an opinion on these combined
statements based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the combined statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the combined statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall combined statement
presentation. We believe that our audit provides a reasonable
basis for our opinion.
The accompanying combined statements were prepared to present
the historical underwriting results and identifiable cash flows
of the Predecessor specifically attributable to reinsurance
underwriting operations of The St. Paul Companies, Inc. (St.
Paul) as described in Note 1. The combined statements do
not contain an allocation of St. Pauls equity structure,
investment portfolio assets, investment income or cash flows
from investing and financing activities. Accordingly, the
combined statements are not intended to be a complete
presentation of the Predecessors or St. Pauls
results of operations or cash flows.
In our opinion, the combined statements referred to above
present fairly, in all material respects, the underwriting
results and identifiable underwriting cash flows of the
Predecessor for the period from January 1, 2002 through
November 1, 2002 in conformity with accounting principles
generally accepted in the United States of America.
Minneapolis, Minnesota
March 21, 2003
P-2
THE ST. PAUL COMPANIES, INC.
Reinsurance Underwriting Segment (Predecessor)
COMBINED STATEMENT OF UNDERWRITING RESULTS
For the Period From January 1, 2002 through
November 1, 2002
|
|
|
|
|
|
|
|
|
($ in millions) | |
|
|
| |
Net premiums
|
|
|
|
|
|
Net premiums written
|
|
$ |
1,007 |
|
|
Net change in unearned premiums
|
|
|
95 |
|
|
|
|
|
|
|
Net premiums earned
|
|
|
1,102 |
|
|
|
|
|
Underwriting deductions
|
|
|
|
|
|
Losses and loss adjustment expenses incurred
|
|
|
791 |
|
|
Policy acquisition costs
|
|
|
257 |
|
|
Other underwriting expenses
|
|
|
62 |
|
|
|
|
|
Total underwriting deductions
|
|
|
1,110 |
|
|
|
|
|
Net underwriting loss
|
|
$ |
(8 |
) |
|
|
|
|
P-3
THE ST. PAUL COMPANIES, INC.
Reinsurance Underwriting Segment (Predecessor)
COMBINED STATEMENT OF IDENTIFIABLE UNDERWRITING CASH FLOWS
For the Period From January 1, 2002 through
November 1, 2002
|
|
|
|
|
|
|
|
($ in millions) | |
|
|
| |
Premiums collected, net
|
|
$ |
1,348 |
|
Losses and loss adjustment expenses paid
|
|
|
(1,057 |
) |
Policy acquisition expenses paid
|
|
|
(275 |
) |
Other underwriting expenses paid
|
|
|
(62 |
) |
|
|
|
|
|
Net cash used by underwriting
|
|
$ |
(46 |
) |
|
|
|
|
See accompanying notes to combined statements
P-4
THE ST. PAUL COMPANIES, INC.
Reinsurance Underwriting Segment (Predecessor)
NOTES TO COMBINED STATEMENTS
|
|
1. |
Summary of Significant Accounting Policies |
Basis of Presentation
The accompanying combined statements pertain to the reinsurance
underwriting segment of The St. Paul Companies, Inc. (St.
Paul), for the period from January 1, 2002 through
November 1, 2002. The reinsurance underwriting segment of
St. Paul is the predecessor to Platinum Underwriters Holdings,
Ltd. and is hereinafter referred to as the
Predecessor. Predecessor statements are presented on
a combined basis, including certain insurance and reinsurance
subsidiaries within the St. Paul group, as well as the
underwriting results of the reinsurance departments of St. Paul
Fire and Marine Insurance Company (Fire and Marine)
and United States Fidelity and Guarantee Company
(USF&G), St. Pauls two largest
U.S. insurance subsidiaries.
It is the practice of St. Paul to evaluate the performance of
its property-liability insurance underwriting segments on the
basis of underwriting results. St. Paul manages its
property-liability investment portfolio in the aggregate, as
part of a separate segment and does not allocate assets, or
investment income, to its respective underwriting segments.
Similarly, the statements of identifiable underwriting cash
flows include only cash flow activity that is specifically
attributable to the underwriting operations of Predecessor, and
does not include any cash flows from investing and financing
activities.
Accounting Principles
The accompanying combined statements are prepared in accordance
with accounting principles generally accepted in the United
States of America (U.S. GAAP).
Predecessors business is written by several of St.
Pauls underwriting subsidiaries, which are required to
file financial statements with state and foreign regulatory
authorities. The accounting principles used to prepare these
statutory financial statements follow prescribed or permitted
accounting principles, which differ from U.S. GAAP.
Prescribed statutory accounting practices include state laws,
regulations and general administrative rules issued by the state
of domicile as well as a variety of publications and manuals of
the National Association of Insurance Commissioners
(NAIC). Permitted statutory accounting practices
encompass all accounting practices not so prescribed, but
allowed by the state of domicile.
Use of Estimates
These combined statements include estimates and assumptions that
have an effect on the amounts reported. The most significant
estimates are those relating to reserves for losses and loss
adjustment expenses. These estimates are continually reviewed
and adjustments are made as necessary, but actual results could
be significantly different than expected when estimates were
made.
Net Premiums Earned
Assumed reinsurance premiums are recognized as revenues
proportionately over the coverage period. Net premiums earned
are recorded in the statement of underwriting results, net of
Predecessors cost to purchase reinsurance. Net premiums
not yet recognized as revenue are recorded in the balance sheet
as unearned premiums, gross of any ceded unearned premiums.
Written and earned premiums, and the related costs, which have
not yet been reported to Predecessor are estimated and accrued.
Due to the time lag inherent in reporting of premiums by ceding
companies, such estimated premiums written and earned, as well
as related costs, may be significant. Differences between such
estimates and actual amounts are recorded in the period in which
the actual amounts are determined.
P-5
THE ST. PAUL COMPANIES, INC.
Reinsurance Underwriting Segment (Predecessor)
NOTES TO COMBINED STATEMENTS (Continued)
Reinstatement and additional premiums are accrued as provided
for in the provisions of assumed reinsurance contracts and based
on experience under such contracts. Reinstatement premiums are
the premiums charged for the restoration of the reinsurance
limit of a catastrophe contract to its full amount after payment
by the reinsurer of losses as a result of an occurrence. These
premiums relate to the future coverage obtained during the
remainder of the initial policy term, and are earned over the
remaining policy term. Additional premiums are premiums charged
after coverage has expired, related to experience during the
policy term, which are earned immediately. An allowance for
uncollectible premiums is established for possible non-payment
of such amounts due, as deemed necessary.
|
|
|
Insurance Losses and Loss Adjustment Expenses |
Losses represent the amounts paid, or expected to be paid, to
ceding companies for events that have occurred. The costs of
investigating, resolving and processing these claims are known
as loss adjustment expenses (LAE). These items are
recorded on the statement of underwriting results net of ceded
reinsurance, meaning that gross losses and LAE incurred are
reduced by the amounts recovered or expected to be recovered
under retrocessional contracts.
The reserves for losses and LAE are estimated based on reports
received from ceding companies, supplemented with analysis by
the claims department and actuaries of Predecessor. These
reserves include estimates of the total cost of claims that were
reported, but not yet paid, and the cost of claims incurred but
not yet reported (IBNR). Loss reserves are reduced
for estimated amounts of salvage and subrogation recoveries.
Estimated amounts recoverable from reinsurers on unpaid losses
and LAE are reflected as assets.
Because many of the reinsurance coverages offered by Predecessor
involve claims that ultimately may not be settled for many years
after they are incurred, subjective judgments as to ultimate
exposure to losses are an integral and necessary component of
the loss reserving process. The inherent uncertainties of
estimating loss reserves are further exacerbated for reinsurers
by the significant amount of time that often elapses between the
occurrence of an insured loss, the reporting of that loss to the
primary insurer and, ultimately, to the reinsurer, and the
primary insurers payment of that loss and subsequent
indemnification by the reinsurer. Reserves are recorded by
considering a range of estimates bounded by a high and low
point. Within that range, managements best estimate is
recorded. Reserves are continually reviewed, using a variety of
statistical and actuarial techniques to analyze current claim
costs, frequency and severity data, and prevailing economic,
social and legal factors. Reserves established in prior years
are adjusted as loss experience develops and new information
becomes available. Adjustments to previously estimated reserves
are reflected in financial results in the periods in which they
are made.
While we believe the carried reserves make a reasonable
provision for unpaid loss and LAE obligations, it should be
noted that the process of estimating required reserves does, by
its very nature, involve uncertainty. The level of uncertainty
can be influenced by factors such as the existence of long-tail
coverage (when loss payments may not occur for several years)
and changes in claim handling practices, as well as the factors
noted above, and actual claim payments and LAE could be
significantly different from the estimates.
Liabilities for unpaid losses and LAE related to certain assumed
reinsurance contracts are discounted to the present value of
estimated future payments. The liabilities related to these
reinsurance contracts were discounted using rates up to
7.5 percent, based on our return on invested assets or, in
many cases, on yields contractually guaranteed to us on funds
held by the ceding company, as permitted by the Vermont
Department of Banking, Insurance, Securities and Healthcare
Administration.
P-6
THE ST. PAUL COMPANIES, INC.
Reinsurance Underwriting Segment (Predecessor)
NOTES TO COMBINED STATEMENTS (Continued)
Written premiums, earned premiums, and incurred losses and LAE
reflect the net effects of assumed and ceded reinsurance
transactions. Reinsurance accounting is followed for assumed and
ceded transactions when risk transfer requirements have been
met. These requirements involve significant assumptions being
made related to the amount and timing of expected cash flows, as
well as the interpretation of underlying contract terms. Assumed
reinsurance contracts that do not transfer significant insurance
risk are required to be accounted for as deposits. These
contract deposits are accounted for as financing transactions,
with interest expense credited to the contract deposit.
|
|
|
Policy Acquisition Expenses |
The costs directly related to the acquisition of reinsurance
contracts are referred to as policy acquisition expenses and
consist of commissions and other direct underwriting expenses.
Although these expenses are incurred when a reinsurance contract
is written, such expenses are deferred and amortized over the
same period as the corresponding premiums are recorded as earned
revenues.
On a regular basis, an analysis of the recoverability of the
deferred policy acquisition expenses, in relation to the
expected recognition of revenues, including anticipated
investment income is performed. Any adjustments are reflected as
period costs. Should the analysis indicate that the acquisition
costs are unrecoverable, further analyses are completed to
determine if a reserve is required to provide for losses that
may exceed the related unearned premiums.
|
|
|
Foreign Currency Translation |
Functional currencies are assigned to foreign operations, which
are generally the currencies of the local operating environment.
Foreign currency amounts are remeasured to the functional
currency, and the resulting foreign exchange gains or losses are
reflected in income, outside of underwriting results. Functional
currency amounts are then translated into U.S. dollars. The
unrealized gain or loss from this translation is recorded in St.
Pauls equity. Both the remeasurement and translation are
calculated using current exchange rates for the balance sheet
amounts and average exchange rates for revenues and expenses.
|
|
2. |
Related Party Transactions |
The following summarizes Predecessors related party
transactions:
|
|
|
Reinsurance Transactions with Affiliates |
Predecessor cedes certain business to two affiliated special
purpose entities (SPE) which were established by St.
Paul for the purpose of increasing Predecessors capacity
to write certain excess-of-loss reinsurance, principally
property, marine, and aviation. The most significant of these
agreements is with George Town Re. George Town Re was
established by St. Paul in 1996 for the purpose of entering into
a single reinsurance treaty with Predecessor, providing an
additional $45.1 million of underwriting capacity over a
10-year period. Premiums ceded under these agreements were
$4.6 million in 2002. Losses ceded under these agreements
totaled ($0.1) million in 2002.
The agreement with George Town Re was terminated on July 8,
2002, and George Town Re was liquidated. There was no material
impact on Predecessors underwriting results from this
transaction.
Predecessor assumed certain primary business from other business
segments of St. Paul. Premiums assumed under these agreements
were $12.0 million in 2002. Losses assumed under these
agreements were
P-7
THE ST. PAUL COMPANIES, INC.
Reinsurance Underwriting Segment (Predecessor)
NOTES TO COMBINED STATEMENTS (Continued)
$22.8 million in 2002. Predecessor paid commissions of
$3.9 million in 2002 related to business assumed under
these agreements.
|
|
|
Management Agreements with Affiliates |
St. Paul management has entered into various agreements
with affiliated parties, under arms-length terms. Under
these agreements, the affiliated parties have agreed to perform
investment management services for St. Paul Re UK,
guarantee the performance of St. Pauls obligations,
make funds available under a revolving loan agreement, and
provide certain reinsurance coverage. Included in underwriting
expenses are certain expenses allocated to Predecessor from
St. Paul, including costs such as corporate communications
and marketing, corporate finance, corporate actuarial, corporate
tax, corporate audit, legal services, corporate executives,
corporate human resources, and employee benefit costs. These
allocated costs totaled $7.8 million in 2002.
|
|
3. |
September 11, 2001 Terrorist Attack |
On September 11, 2001, terrorists hijacked four commercial
passenger jets in the United States. Two of the jets were flown
into the World Trade Center towers in New York, NY, causing
their collapse. The third jet was flown into the Pentagon
building in Washington, DC, causing severe damage, and the
fourth jet crashed in rural Pennsylvania. This terrorist attack
caused significant loss of life and resulted in unprecedented
losses for the property-casualty insurance industry.
Estimated gross losses and LAE incurred as a result of the
terrorist attack totaled $967 million. The estimated net
underwriting loss of $580 million from that event included
an estimated benefit of $160 million from cessions made
under various reinsurance agreements, a net $136 million
benefit from additional and reinstatement premiums, and a
$91 million reduction in contingent commission expenses.
The estimated losses were based on a variety of actuarial
techniques, coverage interpretation and claims estimation
methodologies, and included an estimate of losses incurred but
not reported, as well as estimated costs related to the
settlement of claims. The estimate of losses was also based on
the belief that property and casualty insurance losses from the
terrorist attack will total between $30 billion and
$35 billion for the insurance industry.
In 2002, Predecessors estimate of industry losses was
supplemented by its ongoing analysis of both paid and reported
claims related to the attack. Predecessors estimate of
industry losses remains subject to significant uncertainties and
is vulnerable to change over time as additional information
becomes available. Predecessor and other insurers have obtained
a summary judgment ruling that the World Trade Center property
loss is a single occurrence. Certain insureds have appealed that
ruling, asking the court to determine that the property loss
constituted two separate occurrences rather than one. In
addition, through separate litigation, the aviation losses could
be deemed four separate events rather than three, for purposes
of insurance and reinsurance coverage. Even if the courts
ultimately rule against Predecessor regarding the number of
occurrences or events, it believes the additional amount of
estimated after-tax losses, net of reinsurance, that it would
record would not be material to Predecessors results of
operations.
P-8
THE ST. PAUL COMPANIES, INC.
Reinsurance Underwriting Segment (Predecessor)
NOTES TO COMBINED STATEMENTS (Continued)
The estimated underwriting loss of $580 million is recorded
in the 2002 and 2001 combined statements of underwriting results
in the following line items ($ in millions):
|
|
|
|
|
|
|
|
|
|
|
|
Period from | |
|
|
|
|
January 1, 2002 | |
|
|
|
|
through | |
|
Year Ended | |
|
|
November 1, | |
|
December 31, | |
|
|
2002 | |
|
2001 | |
|
|
| |
|
| |
Net premiums earned
|
|
$ |
(5 |
) |
|
$ |
141 |
|
Losses and LAE
|
|
|
(19 |
) |
|
|
(788 |
) |
Other underwriting expenses
|
|
|
|
|
|
|
91 |
|
|
|
|
|
|
|
|
|
Total underwriting loss
|
|
$ |
(24 |
) |
|
$ |
(556 |
) |
|
|
|
|
|
|
|
The estimated underwriting loss of $24 million in 2002 was
distributed among Predecessors segments as follows ($ in
millions):
|
|
|
|
|
|
|
|
Period from | |
|
|
January 1, 2002 | |
|
|
through | |
|
|
November 1, | |
|
|
2002 | |
|
|
| |
North American Property
|
|
$ |
18 |
|
North American Casualty
|
|
|
2 |
|
International
|
|
|
10 |
|
Finite Risk
|
|
|
(6 |
) |
|
|
|
|
|
Total underwriting loss
|
|
$ |
24 |
|
|
|
|
|
|
|
4. |
Reserves for Losses and LAE |
|
|
|
Reconciliation of Loss Reserves |
The following table represents a reconciliation of beginning and
ending loss and LAE reserves for the period from January 1,
2002 through November 1, 2002 ($ in millions):
|
|
|
|
|
|
|
Loss and LAE reserves at beginning of year, as reported
|
|
$ |
4,949 |
|
Less reinsurance recoverables on unpaid losses at beginning of
year
|
|
|
(1,256 |
) |
|
|
|
|
Net loss and LAE reserves at beginning of year
|
|
|
3,693 |
|
|
|
|
|
Provision for losses and LAE for claims incurred:
|
|
|
|
|
|
Current period
|
|
|
736 |
|
|
Prior years
|
|
|
55 |
|
|
|
|
|
|
|
Total incurred
|
|
|
791 |
|
|
|
|
|
Losses and LAE payment for claims incurred:
|
|
|
|
|
|
Current period
|
|
|
(114 |
) |
|
Prior years
|
|
|
(839 |
) |
|
|
|
|
|
|
Total paid
|
|
|
(953 |
) |
|
|
|
|
Net loss and LAE reserves at end of year
|
|
|
3,531 |
|
Plus reinsurance recoverables on unpaid losses at end of year
|
|
|
1,249 |
|
|
|
|
|
Loss and LAE reserves at end of year, as reported
|
|
$ |
4,780 |
|
|
|
|
|
Prior year development in the period from January 1, 2002
through November 1, 2002 was attributable mainly to the
bond and credit, surplus lines and international liability lines
of business. Both
P-9
THE ST. PAUL COMPANIES, INC.
Reinsurance Underwriting Segment (Predecessor)
NOTES TO COMBINED STATEMENTS (Continued)
North American Property and North American Casualty experienced
better than expected loss emergence which served to mitigate the
worse than expected emergence from the lines mentioned above.
|
|
|
Environmental and Asbestos Reserves |
Predecessor continues to have exposure, through its reinsurance
of primary insurance contracts written many years ago, to claims
alleging injury or damage from environmental pollution or
seeking payment for the cost to clean up polluted sites. In
addition, Predecessor has received asbestos injury claims
tendered under general casualty policies that it reinsures.
|
|
5. |
Employee Benefit Plans |
Employees of Predecessor participated in various employee
benefit, stock incentive, and retirement plans administered by
St. Paul. Predecessor reimbursed St. Paul for costs associated
with these plans. The following summarizes underwriting expenses
recorded by Predecessor in connection with each of these plans
for the period from January 1, 2002 through
November 1, 2002 ($ in millions):
|
|
|
|
|
|
Retirement Plans
|
|
$ |
3.3 |
|
Post Retirement Plans
|
|
|
(0.5 |
) |
Variable Stock Option Plan
|
|
|
(1.4 |
) |
|
|
|
|
|
Total
|
|
$ |
1.4 |
|
|
|
|
|
In addition, St. Paul sponsored a stock-based incentive program,
the Long-Term Incentive Plan (LTIP), which was
exclusive to certain employees of Predecessor. Underwriting
expenses (benefits) recorded by Predecessor in connection
with the LTIP totaled $1.3 million in 2002.
|
|
6. |
Commitments and Contingencies |
A portion of Predecessors business activities was
conducted in rented premises. Predecessor also entered into
leases for equipment, such as office machines and computers.
Total rental expense was $6.8 million in 2002.
Certain leases are non-cancelable, and Predecessor would remain
responsible for payment even if the space or equipment were no
longer utilized. On November 1, 2002, the minimum rents for
which Predecessor would be liable under these types of leases
are as follows: $5.3 million in 2003, $1.5 million in
2004, $0.6 million in 2005, $0.6 million in 2006, and
$2.8 million thereafter.
In the ordinary course of conducting business, Predecessor has
been named as a defendant in various lawsuits. Some of these
lawsuits attempt to establish liability under reinsurance
contracts issued by Predecessor underwriting operations.
Plaintiffs in these lawsuits are asking for money damages or to
have the court direct the activities of Predecessors
operations in certain ways. It is possible that the settlement
of these lawsuits may be material to Predecessors results
of operations and liquidity in the period in which they occur.
However, St. Paul believes the total amounts that Predecessor,
and its affiliates, will ultimately have to pay in these matters
will have no material effect on Predecessors overall
financial position.
P-10
THE ST. PAUL COMPANIES, INC.
Reinsurance Underwriting Segment (Predecessor)
NOTES TO COMBINED STATEMENTS (Continued)
|
|
7. |
Fourth Quarter 2001 Strategic Review |
In December 2001, St. Paul announced the results of a strategic
review of all of its operations, which included a decision to
exit a number of businesses and countries. These decisions
included the narrowing of product offerings and geographic
presence relative to Predecessors businesses. As part of
that review, it was determined that Predecessor would no longer
underwrite aviation or bond and credit reinsurance, or offer
certain financial risk and capital markets reinsurance products.
Predecessor would also substantially reduce the North American
business underwritten in London. Predecessor would focus on
several areas, including property catastrophe reinsurance,
excess-of-loss casualty reinsurance, marine and traditional
finite reinsurance.
The following table presents the net premiums earned and
underwriting results for 2002 for the businesses to be exited
under these actions, including the allocation of St. Pauls
corporate excess-of-loss reinsurance programs ($ in millions):
|
|
|
|
|
Net premiums earned
|
|
$ |
277 |
|
Underwriting results
|
|
|
(52 |
) |
The primary purpose of the Predecessors ceded reinsurance
program, including the aggregate excess-of-loss coverages
discussed below, is to protect its operations from potential
losses in excess of acceptable levels. Reinsurers are expected
to honor their obligations under ceded reinsurance contracts. In
the event these companies are unable to honor their obligations,
Predecessor will pay these amounts.
Allowances have been established for possible nonpayment of such
amounts due.
Predecessors underwriting results in 2002 were impacted by
the St. Paul corporate aggregate excess-of-loss reinsurance
program that was entered into each year effective
January 1, 2001, 2000 and 1999 (hereinafter referred to as
the St. Paul corporate program). Coverage under the
St. Paul corporate program treaties was triggered when St.
Pauls incurred insurance losses and LAE across all lines
of business exceeded accident year attachment loss ratios
specified in the treaty. Predecessor results also benefited from
a separate aggregate excess-of-loss reinsurance treaty,
exclusive to Predecessor each year effective 2001, 2000 and 1999
that were unrelated to the St. Paul corporate program. The
combined
P-11
THE ST. PAUL COMPANIES, INC.
Reinsurance Underwriting Segment (Predecessor)
NOTES TO COMBINED STATEMENTS (Continued)
impact of these treaties (together the reinsurance
treaties) is included in the following table ($ in
millions):
|
|
|
|
|
|
|
|
|
Period from | |
|
|
January 1, | |
|
|
2002 | |
|
|
through | |
|
|
November 1, | |
|
|
2002 | |
|
|
| |
St. Paul corporate aggregate excess-of-loss reinsurance
program:
|
|
|
|
|
|
Ceded premiums written
|
|
$ |
(4 |
) |
|
|
|
|
|
Ceded losses and LAE
|
|
|
(9 |
) |
|
Ceded premiums earned
|
|
|
(4 |
) |
|
|
|
|
|
|
Net underwriting (detriment) benefit
|
|
$ |
(5 |
) |
|
|
|
|
Predecessor aggregate treaty:
|
|
|
|
|
|
Ceded premiums written
|
|
$ |
(1 |
) |
|
|
|
|
|
Ceded losses and LAE
|
|
|
(35 |
) |
|
Ceded premiums earned
|
|
|
(2 |
) |
|
|
|
|
|
|
Net underwriting (detriment) benefit
|
|
$ |
(33 |
) |
|
|
|
|
Combined total:
|
|
|
|
|
|
Ceded premiums written
|
|
$ |
(5 |
) |
|
|
|
|
|
Ceded losses and LAE
|
|
|
(44 |
) |
|
Ceded premiums earned
|
|
|
(6 |
) |
|
|
|
|
|
|
Net underwriting (detriment) benefit
|
|
$ |
(38 |
) |
|
|
|
|
The amounts shown above include the impact of a reallocation of
premiums and losses ceded in 2000 and 1999. This reallocation
was necessary to reflect the impact of differences between
St. Pauls actual 2002 experience on losses ceded to
the corporate program in 2000 and 1999, by segment, and the
anticipated experience on those losses in 2000 and 1999 when the
initial segment allocation was made.
St. Paul was not party to a corporate all-lines aggregate
excess-of-loss treaty in 2002.
Predecessor was party to a separate aggregate excess-of-loss
reinsurance treaty, unrelated to the corporate treaty, in 2002.
Coverage has not been triggered under that treaty in 2002;
however, in 2002, Predecessor recorded ceded premiums written of
$(1) million, ceded earned premiums of $(2) million,
and ceded loss and loss adjustment expenses of
$(35) million, for a net detriment of $33 million as a
result of this treaty. Included in the net detriment for 2002
was a $20 million detriment due to the partial commutation
of the 1999 and 2001 aggregate excess-of-loss reinsurance
treaties.
P-12
THE ST. PAUL COMPANIES, INC.
Reinsurance Underwriting Segment (Predecessor)
NOTES TO COMBINED STATEMENTS (Continued)
The effect of assumed and ceded reinsurance on premiums written,
premiums earned and insurance losses and LAE is as follows
(including the impact of the reinsurance treaties) ($ in
millions):
|
|
|
|
|
|
|
|
Period from | |
|
|
January 1, | |
|
|
2002 | |
|
|
through | |
|
|
November 1, | |
|
|
2002 | |
|
|
| |
Premiums written:
|
|
|
|
|
Assumed
|
|
$ |
1,056 |
|
Ceded
|
|
|
49 |
|
|
|
|
|
|
Net premiums written
|
|
|
1,007 |
|
|
|
|
|
Premiums earned:
|
|
|
|
|
Assumed
|
|
$ |
1,160 |
|
Ceded
|
|
|
58 |
|
|
|
|
|
|
Net premiums earned
|
|
$ |
1,102 |
|
|
|
|
|
Insurance losses and LAE:
|
|
|
|
|
Assumed
|
|
$ |
903 |
|
Ceded
|
|
|
112 |
|
|
|
|
|
|
Total insurance losses and LAE
|
|
$ |
791 |
|
|
|
|
|
Predecessor has four reportable segments, which consist of North
American Property, North American Casualty, International and
Finite Risk. These segments are consistent with the manner in
which Predecessors business has been managed.
The North American Property segment consists of property
reinsurance business underwritten for customers domiciled in the
United States and Canada. Coverages offered included
proportional, per-risk, excess-of-loss and surplus lines
reinsurance, and catastrophe treaties. This segment also
includes retrocessional reinsurance business and crop and
agricultural reinsurance. The North American surplus lines
business center has been aggregated with the North American
Property segment as the aggregation is consistent with
Predecessors management structure and the business center
meets the aggregation criteria required for external segment
reporting.
The North American Casualty segment consists of casualty
reinsurance underwritten for customers domiciled in the United
States and Canada. Casualty coverages offered included general
workers compensation, medical professional, non-medical
professional, directors and officers, employment practices,
umbrella and environmental impairment. The Accident and Health
business center, which consists predominantly of North American
Risks, is aggregated with the North American Casualty segment as
the aggregation is consistent with Predecessors management
structure and the business center meets the aggregation criteria
required for external reporting. In addition, Predecessor has
one significant account which includes both property and
casualty business, but is managed as a business center within
the North American Casualty segment. For this reason, this
business center, which meets the aggregation criteria for
external segment reporting, has been aggregated with the North
American Casualty segment.
The International segment underwrites wrote property and
casualty reinsurance for customers domiciled outside of North
America. This segment also includes the results from marine and
aerospace business due to the global nature of those exposures.
P-13
THE ST. PAUL COMPANIES, INC.
Reinsurance Underwriting Segment (Predecessor)
NOTES TO COMBINED STATEMENTS (Continued)
The Finite Risk segment underwrites non-traditional reinsurance
treaties for leading insurance companies worldwide.
Non-traditional reinsurance combines limited traditional
underwriting risk with financial risk protection and is
generally utilized by large commercial customers who are willing
to share in a portion of their insurance losses. Due to
Predecessors management structure, the Bond and Credit
business center has been aggregated with the Finite Risk
segment. This business center meets the aggregation criteria
required for external segment reporting.
Predecessor monitors and evaluates the performance of its
segments based principally on their underwriting results. Assets
are not specifically identifiable for these segments. The
accounting policies of the segments are the same as those
described in the summary of significant accounting policies.
The following summary presents financial data of
Predecessors operations based on their location for the
period from January 1, 2002 through November 1, 2002
($ in millions):
|
|
|
|
|
|
U.S.
|
|
$ |
701 |
|
Non-U.S.
|
|
|
401 |
|
|
|
|
|
|
Total net premium earned
|
|
$ |
1,102 |
|
|
|
|
|
The summary below presents net premiums earned and underwriting
results for Predecessors reportable segments for the
period from January 1, 2002 through November 1, 2002
($ in millions):
|
|
|
|
|
|
|
Premium earned:
|
|
|
|
|
|
North American Property
|
|
$ |
205 |
|
|
North American Casualty
|
|
|
451 |
|
|
International
|
|
|
206 |
|
|
Finite Risk
|
|
|
240 |
|
|
|
|
|
|
|
Total net premiums earned
|
|
$ |
1,102 |
|
|
|
|
|
Underwriting gain (loss):
|
|
|
|
|
|
North American Property
|
|
$ |
33 |
|
|
North American Casualty
|
|
|
(79 |
) |
|
International
|
|
|
51 |
|
|
Finite Risk
|
|
|
(13 |
) |
|
|
|
|
|
|
Total Underwriting gain (loss)
|
|
$ |
(8 |
) |
|
|
|
|
Each of Predecessors segments generated a significant
volume of reinsurance premiums through two reinsurance brokers.
Total premiums written through these two brokers totaled
$548 million for the period from January 1, 2002
through November 1, 2002.
P-14
THE ST. PAUL COMPANIES, INC.
Reinsurance Underwriting Segment (Predecessor)
NOTES TO COMBINED STATEMENTS (Continued)
|
|
10. |
Quarterly Results of Operations (Unaudited) |
The following is an unaudited summary of Predecessors
quarterly results ($ in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First | |
|
Second | |
|
Third | |
|
Fourth | |
|
|
Quarter | |
|
Quarter | |
|
Quarter | |
|
Quarter | |
|
|
| |
|
| |
|
| |
|
| |
2002:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written
|
|
$ |
463 |
|
|
$ |
200 |
|
|
|
234 |
|
|
|
110 |
|
|
Net premiums earned
|
|
|
377 |
|
|
|
305 |
|
|
|
307 |
|
|
|
113 |
|
|
Underwriting gain (loss)
|
|
|
15 |
|
|
|
(6 |
) |
|
|
(21 |
) |
|
|
4 |
|
|
|
* |
Fourth quarter of 2002 represents the period from
October 1, 2002 through November 1, 2002. |
|
|
11. |
September 11, 2001 Terrorist Attack Legal
Matters (Unaudited) |
As noted in Note 3, Predecessor and other insurers obtained
a summary judgment ruling that the World Trade Center property
loss is a single occurrence. Certain insureds, including the
World Trade Center leaseholder, appealed that ruling, asking the
court to determine that the property loss constituted two
separate occurrences rather than one. In September 2003,
the U.S. Circuit Court of Appeals for the Second Circuit
ruled that under the terms of the policy form Predecessor used
to underwrite property coverage for the World Trade Center, the
terrorist attack constituted one occurrence.
P-15
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the Six Months Ended June 30, 2005 and 2004
TABLE OF CONTENTS
|
|
|
|
|
|
|
Page | |
|
|
| |
Consolidated Balance Sheets as June 30, 2005 (Unaudited)
and December 31, 2004
|
|
|
Q-2 |
|
Consolidated Statements of Income and Comprehensive Income for
the Three and Six Months Ended June 30, 2005 and 2004
(Unaudited)
|
|
|
Q-3 |
|
Consolidated Statements of Changes in Shareholders Equity
for the Six Months Ended June 30, 2005 and 2004 (Unaudited)
|
|
|
Q-4 |
|
Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2005 and 2004 (Unaudited)
|
|
|
Q-5 |
|
Notes to Condensed Consolidated Financial Statements for the
Three and Six Months Ended June 30, 2005 and 2004
(Unaudited)
|
|
|
Q-6 |
|
Q-1
PART I FINANCIAL INFORMATION
|
|
Item 1. |
Condensed Consolidated Financial Statements |
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($ in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) | |
|
|
|
|
June 30, | |
|
December 31, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
ASSETS |
Investments:
|
|
|
|
|
|
|
|
|
|
Fixed maturities available-for-sale, at fair value (amortized
cost $2,639,061 and $2,144,290, respectively)
|
|
$ |
2,649,121 |
|
|
$ |
2,157,529 |
|
|
Fixed maturities trading, at fair value (amortized
cost $73,301 and $82,931, respectively)
|
|
|
73,571 |
|
|
|
82,673 |
|
|
Other invested asset
|
|
|
6,000 |
|
|
|
6,769 |
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
|
2,728,692 |
|
|
|
2,246,971 |
|
Cash and cash equivalents
|
|
|
409,539 |
|
|
|
209,897 |
|
Accrued investment income
|
|
|
28,316 |
|
|
|
23,663 |
|
Reinsurance premiums receivable
|
|
|
576,457 |
|
|
|
580,048 |
|
Reinsurance recoverable on ceded losses and loss adjustment
expenses
|
|
|
10,447 |
|
|
|
2,005 |
|
Prepaid reinsurance premiums
|
|
|
6,241 |
|
|
|
2,887 |
|
Funds held by ceding companies
|
|
|
271,795 |
|
|
|
198,048 |
|
Deferred acquisition costs
|
|
|
144,844 |
|
|
|
136,038 |
|
Income tax recoverable
|
|
|
|
|
|
|
1,325 |
|
Deferred tax assets
|
|
|
12,849 |
|
|
|
8,931 |
|
Other assets
|
|
|
10,056 |
|
|
|
12,182 |
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
4,199,236 |
|
|
$ |
3,421,995 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
Liabilities:
|
|
|
|
|
|
|
|
|
|
Unpaid losses and loss adjustment expenses
|
|
$ |
1,559,092 |
|
|
$ |
1,380,955 |
|
|
Unearned premiums
|
|
|
575,727 |
|
|
|
502,423 |
|
|
Reinsurance deposit liabilities
|
|
|
5,821 |
|
|
|
20,189 |
|
|
Debt obligations
|
|
|
387,500 |
|
|
|
137,500 |
|
|
Ceded premiums payable
|
|
|
18,119 |
|
|
|
2,384 |
|
|
Commissions payable
|
|
|
216,459 |
|
|
|
181,925 |
|
|
Funds withheld
|
|
|
13,224 |
|
|
|
11,999 |
|
|
Deferred taxes
|
|
|
10,545 |
|
|
|
10,404 |
|
|
Other liabilities
|
|
|
140,021 |
|
|
|
41,213 |
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
2,926,508 |
|
|
|
2,288,992 |
|
|
|
|
|
|
|
|
Shareholders Equity:
|
|
|
|
|
|
|
|
|
|
Preferred shares, $.01 par value, 25,000,000 shares
authorized, no shares issued or outstanding
|
|
|
|
|
|
|
|
|
|
Common shares, $.01 par value, 200,000,000 shares
authorized, 43,406,788 and 43,087,407 shares issued and
outstanding, respectively
|
|
|
434 |
|
|
|
430 |
|
|
Additional paid-in capital
|
|
|
921,271 |
|
|
|
911,851 |
|
|
Unearned share grant compensation
|
|
|
(2,246 |
) |
|
|
|
|
|
Accumulated other comprehensive income
|
|
|
10,637 |
|
|
|
12,252 |
|
|
Retained earnings
|
|
|
342,632 |
|
|
|
208,470 |
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
1,272,728 |
|
|
|
1,133,003 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$ |
4,199,236 |
|
|
$ |
3,421,995 |
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial
statements.
Q-2
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
For the Three and Six Months Ended June 30, 2005 and
2004
($ in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
Six Months Ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
$ |
431,470 |
|
|
|
310,867 |
|
|
|
842,510 |
|
|
$ |
631,909 |
|
|
Net investment income
|
|
|
28,904 |
|
|
|
19,377 |
|
|
|
55,809 |
|
|
|
36,861 |
|
|
Net realized losses on investments
|
|
|
(555 |
) |
|
|
(1,279 |
) |
|
|
(183 |
) |
|
|
(827 |
) |
|
Other income
|
|
|
588 |
|
|
|
605 |
|
|
|
232 |
|
|
|
1,116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
460,407 |
|
|
|
329,570 |
|
|
|
898,368 |
|
|
|
669,059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss adjustment expenses
|
|
|
240,852 |
|
|
|
189,466 |
|
|
|
478,550 |
|
|
|
351,435 |
|
|
Acquisition expenses
|
|
|
103,928 |
|
|
|
62,694 |
|
|
|
197,177 |
|
|
|
151,615 |
|
|
Operating expenses
|
|
|
23,480 |
|
|
|
19,262 |
|
|
|
43,488 |
|
|
|
38,036 |
|
|
Net foreign currency exchange losses
|
|
|
160 |
|
|
|
1,168 |
|
|
|
1,958 |
|
|
|
302 |
|
|
Interest expense
|
|
|
4,174 |
|
|
|
2,324 |
|
|
|
6,347 |
|
|
|
4,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
372,594 |
|
|
|
274,914 |
|
|
|
727,520 |
|
|
|
546,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense
|
|
|
87,813 |
|
|
|
54,656 |
|
|
|
170,848 |
|
|
|
123,041 |
|
Income tax expense
|
|
|
19,828 |
|
|
|
4,857 |
|
|
|
29,775 |
|
|
|
18,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
67,985 |
|
|
|
49,799 |
|
|
|
141,073 |
|
|
$ |
104,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$ |
1.57 |
|
|
|
1.15 |
|
|
|
3.26 |
|
|
$ |
2.42 |
|
|
Diluted earnings per share
|
|
$ |
1.39 |
|
|
|
1.01 |
|
|
|
2.88 |
|
|
$ |
2.12 |
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
67,985 |
|
|
|
49,799 |
|
|
|
141,073 |
|
|
$ |
104,613 |
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized gains and losses on available-for-sale
securities, net of deferred taxes
|
|
|
33,051 |
|
|
|
(52,356 |
) |
|
|
(1,578 |
) |
|
|
(33,183 |
) |
|
|
Cumulative translation adjustments, net of deferred taxes
|
|
|
(46 |
) |
|
|
(123 |
) |
|
|
(37 |
) |
|
|
(152 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
$ |
100,990 |
|
|
|
(2,680 |
) |
|
|
139,458 |
|
|
$ |
71,278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholder dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared
|
|
$ |
3,462 |
|
|
|
3,464 |
|
|
|
6,911 |
|
|
$ |
6,925 |
|
|
Dividends declared per share
|
|
$ |
0.08 |
|
|
|
0.08 |
|
|
|
0.16 |
|
|
$ |
0.16 |
|
See accompanying notes to condensed consolidated financial
statements.
Q-3
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS
EQUITY (UNAUDITED)
For the Six Months Ended June 30, 2005 and 2004
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Preferred shares:
|
|
|
|
|
|
|
|
|
|
Balances at beginning and end of period
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
Common shares:
|
|
|
|
|
|
|
|
|
|
Balances at beginning of period
|
|
|
430 |
|
|
|
430 |
|
|
Exercise of share options
|
|
|
3 |
|
|
|
3 |
|
|
Issuance of restricted shares
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at end of period
|
|
|
434 |
|
|
|
433 |
|
|
|
|
|
|
|
|
Additional paid-in-capital:
|
|
|
|
|
|
|
|
|
|
Balances at beginning of period
|
|
|
911,851 |
|
|
|
910,505 |
|
|
Exercise of share options
|
|
|
4,981 |
|
|
|
5,046 |
|
|
Issuance of restricted shares
|
|
|
2,750 |
|
|
|
|
|
|
Share based compensation
|
|
|
1,689 |
|
|
|
1,087 |
|
|
|
|
|
|
|
|
|
|
Balances at end of period
|
|
|
921,271 |
|
|
|
916,638 |
|
|
|
|
|
|
|
|
Unearned share grant compensation:
|
|
|
|
|
|
|
|
|
|
Balances at beginning of period
|
|
|
|
|
|
|
|
|
|
Shares issued
|
|
|
(2,750 |
) |
|
|
|
|
|
Amortization
|
|
|
504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at end of period
|
|
|
(2,246 |
) |
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
Balances at beginning of period
|
|
|
12,252 |
|
|
|
18,774 |
|
|
Net change in unrealized gains and losses on available-for-sale
securities, net of deferred taxes
|
|
|
(1,578 |
) |
|
|
(33,183 |
) |
|
Net change in cumulative translation adjustments, net of
deferred tax
|
|
|
(37 |
) |
|
|
(152 |
) |
|
|
|
|
|
|
|
|
|
Balances at end of period
|
|
|
10,637 |
|
|
|
(14,561 |
) |
|
|
|
|
|
|
|
Retained earnings:
|
|
|
|
|
|
|
|
|
|
Balances at beginning of period
|
|
|
208,470 |
|
|
|
137,494 |
|
|
Net income
|
|
|
141,073 |
|
|
|
104,613 |
|
|
Dividends paid to shareholders
|
|
|
(6,911 |
) |
|
|
(6,925 |
) |
|
|
|
|
|
|
|
|
|
Balances at end of period
|
|
|
342,632 |
|
|
|
235,182 |
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
$ |
1,272,728 |
|
|
$ |
1,137,692 |
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial
statements.
Q-4
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
For the Six Months Ended June 30, 2005 and 2004
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
141,073 |
|
|
$ |
104,613 |
|
|
Adjustments to reconcile net income to cash used in operations:
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
10,231 |
|
|
|
10,551 |
|
|
|
Net realized losses on investments
|
|
|
183 |
|
|
|
827 |
|
|
|
Net foreign currency exchange losses
|
|
|
1,958 |
|
|
|
302 |
|
|
|
Share-based compensation
|
|
|
2,193 |
|
|
|
1,087 |
|
|
|
Trading securities activities
|
|
|
4,329 |
|
|
|
41,978 |
|
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Increase in accrued investment income
|
|
|
(4,653 |
) |
|
|
(3,215 |
) |
|
|
|
(Increase) decrease in reinsurance premiums receivable
|
|
|
3,591 |
|
|
|
(62,291 |
) |
|
|
|
Increase in funds held by ceding companies
|
|
|
(73,747 |
) |
|
|
(16,202 |
) |
|
|
|
Increase in deferred acquisition costs
|
|
|
(8,806 |
) |
|
|
(42,839 |
) |
|
|
|
Increase in net unpaid losses and loss adjustment expenses
|
|
|
173,745 |
|
|
|
161,108 |
|
|
|
|
Increase in net unearned premiums
|
|
|
69,950 |
|
|
|
177,244 |
|
|
|
|
Increase (decrease) in reinsurance deposit liabilities
|
|
|
(14,368 |
) |
|
|
14,214 |
|
|
|
|
Increase (decrease) in ceded premiums payable
|
|
|
15,735 |
|
|
|
(840 |
) |
|
|
|
Increase in commissions payable
|
|
|
34,534 |
|
|
|
30,996 |
|
|
|
|
Increase in funds withheld
|
|
|
1,225 |
|
|
|
|
|
|
|
|
Changes in other assets and liabilities
|
|
|
19,002 |
|
|
|
20,030 |
|
|
Other net
|
|
|
227 |
|
|
|
(621 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
376,402 |
|
|
|
436,942 |
|
|
|
|
|
|
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of available-for-sale fixed maturities
|
|
|
207,840 |
|
|
|
190,589 |
|
|
Proceeds from maturity or paydown of available-for-sale fixed
maturities
|
|
|
66,796 |
|
|
|
43,927 |
|
|
Acquisition of available-for-sale fixed maturities
|
|
|
(696,372 |
) |
|
|
(602,816 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(421,736 |
) |
|
|
(368,300 |
) |
|
|
|
|
|
|
|
Financing Activities:
|
|
|
|
|
|
|
|
|
|
Dividends paid to shareholders
|
|
|
(6,911 |
) |
|
|
(6,925 |
) |
|
Proceeds from exercise of share options
|
|
|
4,984 |
|
|
|
5,049 |
|
|
Proceeds from issuance of debt
|
|
|
246,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
244,973 |
|
|
|
(1,876 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
199,639 |
|
|
|
66,766 |
|
Cash and cash equivalents at beginning of period
|
|
|
209,900 |
|
|
|
105,461 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
409,539 |
|
|
$ |
172,227 |
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|
Income taxes paid
|
|
$ |
28,573 |
|
|
$ |
4,799 |
|
|
Interest paid
|
|
$ |
3,671 |
|
|
$ |
3,729 |
|
See accompanying notes to condensed consolidated financial
statements.
Q-5
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three and Six Months Ended June 30, 2005 and
2004
|
|
(1) |
Basis of Presentation |
The condensed consolidated financial statements have been
prepared in conformity with accounting principles generally
accepted in the United States of America
(U.S. GAAP) and include the accounts of
Platinum Underwriters Holdings, Ltd. (Platinum
Holdings) and its subsidiaries (collectively, the
Company), including Platinum Underwriters Bermuda,
Ltd. (Platinum Bermuda), Platinum Underwriters
Reinsurance, Inc. (Platinum US), Platinum Re
(UK) Limited (Platinum UK), Platinum
Underwriters Finance, Inc. (Platinum Finance),
Platinum Regency Holdings, and Platinum Administrative Services,
Inc. All material inter-company transactions have been
eliminated in preparing these condensed consolidated financial
statements. The condensed consolidated financial statements
included in this report as of and for the three and six months
ended June 30, 2005 and 2004 are unaudited and include
adjustments consisting of normal recurring items that management
considers necessary for a fair presentation under
U.S. GAAP. These condensed consolidated financial
statements should be read in conjunction with the consolidated
financial statements and related notes included in the
Companys Annual Report on Form 10-K for the year
ended December 31, 2004.
The preparation of financial statements requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could materially differ from these
estimates. The results of operations for any interim period are
not necessarily indicative of results for the full year.
In November 2002, Platinum Holdings completed an initial public
offering of 33,044,000 common shares (the Initial Public
Offering). Concurrent with the Initial Public Offering,
Platinum Holdings sold 6,000,000 common shares to The
St. Paul Travelers Companies, Inc., formerly The
St. Paul Companies, Inc., (St. Paul), and
3,960,000 common shares to RenaissanceRe Holdings Ltd.
(RenaissanceRe) in private placements. St. Paul
sold its 6,000,000 common shares in June 2004. As part of the
Initial Public Offering, St. Paul and RenaissanceRe
received options to purchase up to 6,000,000 and 2,500,000 of
additional common shares, respectively, at any time during the
ten years following the Initial Public Offering at a price of
$27.00 per share. Both St. Paul and RenaissanceRe have
amended their options to provide that in lieu of paying
$27.00 per share, any option exercise will be settled on a
net share basis, which will result in Platinum Holdings issuing
a number of common shares equal to the excess of the market
price per share, determined in accordance with the amendments,
over $27.00 less the par value per share multiplied by the
number of common shares issuable upon exercise of the option
divided by that market price per share. Also, concurrent with
the transactions in November 2002, the Company and St. Paul
entered into several agreements for the transfer of continuing
reinsurance business and certain related assets of
St. Paul. Among these agreements were quota share
retrocession agreements effective November 2, 2002 under
which the Company assumed from St. Paul unpaid losses and
loss adjustment expenses (LAE), unearned premiums
and certain other liabilities on reinsurance contracts becoming
effective in 2002 (the Quota Share Retrocession
Agreements). In addition to these transactions the Company
issued Equity Security Units (ESUs),
consisting of a contract to purchase common shares of the
Company in 2005 and an ownership interest in a senior note due
2007 issued by Platinum Finance, a U.S. based intermediate
holding company subsidiary of Platinum Holdings. In
May 2005, Platinum Finance issued $250,000,000 aggregate
principal amount of the Series A 7.5% Notes due
June 1, 2017 (the Series A Notes)
unconditionally guaranteed by Platinum Holdings. The proceeds of
the Series A Notes were used primarily to increase the
capital of Platinum Bermuda and Platinum US.
Q-6
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three and Six Months Ended June 30, 2005 and
2004 (Continued)
The Company adopted Statement of Financial Accounting Standards
No. 123 Accounting for Awards of Stock Based
Compensation to Employees (SFAS 123) and
Statement of Financial Accounting Standards No. 148
Accounting for Stock-Based Compensation-Transition and
Disclosure (SFAS 148) effective
January 1, 2003. SFAS 123 requires that the fair value
of share options granted under the Companys share option
plan subsequent to the adoption of SFAS 148 be amortized
into earnings over the vesting periods. The fair value of the
share options granted is determined through the use of an
option-pricing model. SFAS 148 provides transition guidance
for a voluntary adoption of SFAS 123 and amends the
disclosure requirements of SFAS 123. Prior to the adoption
of SFAS 123, the Company elected to use the intrinsic value
method of accounting for its share-based awards granted to
employees established by Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to
Employees (APB 25) and continues to use
the intrinsic method for share options granted in 2002. Under
APB 25, if the exercise price of the Companys
employee share options is equal to or greater than the fair
market value of the underlying shares on the date of the grant,
no compensation expense is recorded.
Restricted shares awarded are amortized into earnings over the
vesting period based on the fair value of the shares at the time
of the grant. There are limits on the transferability of the
restricted shares and such restricted shares may be forfeited in
the event of certain types of terminations of the
recipients employment. The unearned or unvested portion of
the restricted shares issued is presented as a separate
component of shareholders equity.
In December 2004, the Financial Accounting Standards Board
issued the Statement of Financial Accounting Standards
No. 123R Share-Based Payment
(SFAS 123R). SFAS 123R establishes
standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods or services and for
transactions in which an entity obtains employee services in
share-based payment transactions. SFAS 123R requires that,
prospectively, compensation costs be recognized for the fair
value of all share options over the remaining vesting period,
including the cost related to the unvested portion of all
outstanding share options as of December 31, 2004. The
share-based compensation expense for share options currently
outstanding are to be based on the same cost model used to
calculate the pro forma disclosures under SFAS 123.
Consequently, the pro forma share-based compensation expense and
pro forma income below approximates the expense under
SFAS 123R.
The following table illustrates the effect on the Companys
net income and earnings per share for the three and six months
ended June 30, 2005 and 2004 of applying the fair
value method to all share option grants ($ in
thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
Six Months Ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
Share-based compensation expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$ |
507 |
|
|
|
583 |
|
|
|
1,802 |
|
|
$ |
1,087 |
|
|
Pro forma
|
|
|
1,595 |
|
|
|
1,587 |
|
|
|
4,116 |
|
|
|
3,345 |
|
Net income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
|
67,985 |
|
|
|
49,799 |
|
|
|
141,073 |
|
|
|
104,613 |
|
|
Pro forma
|
|
|
66,897 |
|
|
|
48,795 |
|
|
|
138,759 |
|
|
|
102,355 |
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
|
1.57 |
|
|
|
1.15 |
|
|
|
3.26 |
|
|
|
2.42 |
|
|
Pro forma
|
|
|
1.55 |
|
|
|
1.11 |
|
|
|
3.21 |
|
|
|
2.40 |
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
|
1.39 |
|
|
|
1.01 |
|
|
|
2.88 |
|
|
|
2.12 |
|
|
Pro forma
|
|
$ |
1.37 |
|
|
|
0.98 |
|
|
|
2.83 |
|
|
$ |
2.10 |
|
Q-7
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three and Six Months Ended June 30, 2005 and
2004 (Continued)
On April 14, 2005, the Securities and Exchange Commission
(SEC) adopted a new rule that allows SEC registrants
to implement SFAS 123R as of January 1, 2006. The
SECs new rule does not change the accounting required by
SFAS 123R; it delays the date for compliance with the
standard. Previously under SFAS 123R, the Company would
have been required to implement the standard as of July 1,
2005. The Company plans to adopt the provisions of the
SFAS 123R in the first quarter of 2006.
Certain reclassifications have been made to the 2004 financial
statements in order to conform to the 2005 presentation.
Investments classified as available-for-sale are carried at fair
value as of the balance sheet date. Net change in unrealized
investment gains for the six months ended June 30, 2005 and
2004 were as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Fixed maturities
|
|
$ |
(3,179 |
) |
|
$ |
(41,134 |
) |
Less deferred taxes
|
|
|
1,601 |
|
|
|
7,951 |
|
|
|
|
|
|
|
|
|
Net change in unrealized gains (losses)
|
|
$ |
(1,578 |
) |
|
$ |
(33,183 |
) |
|
|
|
|
|
|
|
Gross unrealized gains and losses on available-for-sale fixed
maturities as of June 30, 2005 were $21,275,000 and
$11,215,000, respectively.
Q-8
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three and Six Months Ended June 30, 2005 and
2004 (Continued)
The unrealized losses on fixed maturities classified as
available-for-sale, aggregated by investment category and length
of time that individual securities have been in a continuous
unrealized loss position as of June 30, 2005 were as
follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized | |
|
|
Fair Value | |
|
Loss | |
|
|
| |
|
| |
Less than twelve months:
|
|
|
|
|
|
|
|
|
U.S. Government and U.S. Government agencies
|
|
$ |
132,689 |
|
|
$ |
58 |
|
Corporate bonds
|
|
|
589,711 |
|
|
|
5,456 |
|
Mortgage and asset backed securities
|
|
|
205,043 |
|
|
|
614 |
|
Municipal bonds
|
|
|
96,504 |
|
|
|
489 |
|
Foreign governments and states
|
|
|
18,646 |
|
|
|
109 |
|
Redeemable preferred stocks
|
|
|
8,441 |
|
|
|
294 |
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,051,034 |
|
|
|
7,020 |
|
|
|
|
|
|
|
|
Twelve months or more:
|
|
|
|
|
|
|
|
|
Corporate bonds
|
|
|
109,388 |
|
|
|
2,274 |
|
Mortgage and asset backed securities
|
|
|
69,749 |
|
|
|
938 |
|
Municipal bonds
|
|
|
40,678 |
|
|
|
713 |
|
Foreign governments and states
|
|
|
11,290 |
|
|
|
270 |
|
|
|
|
|
|
|
|
|
Total
|
|
|
231,105 |
|
|
|
4,195 |
|
|
|
|
|
|
|
|
Total of securities with unrealized losses:
|
|
|
|
|
|
|
|
|
U.S. Government and U.S. Government agencies
|
|
|
132,689 |
|
|
|
58 |
|
Corporate bonds
|
|
|
699,099 |
|
|
|
7,730 |
|
Mortgage and asset backed securities
|
|
|
274,792 |
|
|
|
1,552 |
|
Municipal bonds
|
|
|
137,182 |
|
|
|
1,202 |
|
Foreign governments and states
|
|
|
29,936 |
|
|
|
379 |
|
Redeemable preferred stocks
|
|
|
8,441 |
|
|
|
294 |
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,282,139 |
|
|
$ |
11,215 |
|
|
|
|
|
|
|
|
The Company routinely reviews its investments to determine
whether unrealized losses represent temporary changes in fair
value or are the result of other-than-temporary
impairments. The process of determining whether a security
is other than temporarily impaired is subjective and involves
analyzing many factors. These factors include but are not
limited to the length and magnitude of an unrealized loss,
specific credit events, overall financial condition of the
issuer, and the Companys ability to hold a security for a
sufficient period of time for the value to recover the
unrealized loss. The Companys ability to hold a security
is based on current and anticipated future positive cash flow
from operations that generates sufficient liquidity in order to
meet its obligations. If the Company has determined that an
unrealized loss on a security is other than temporary, the
Company writes down the carrying value of the security and
records a realized loss in the statement of income. As of
June 30, 2005 management believes that the Companys
investment portfolio does not contain any securities that have
other-than-temporary impairments.
Other invested asset represents an investment in Inter-Ocean,
Ltd., a non-public reinsurance company. As a result of the
routine evaluation of investments, the Company wrote down the
carrying value of the investment in Inter-Ocean, Ltd. and
recorded a realized loss of $769,000. The Company has no ceded
or assumed reinsurance business with Inter-Ocean, Ltd.
Q-9
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three and Six Months Ended June 30, 2005 and
2004 (Continued)
Following is a calculation of the basic and diluted earnings per
share for the three and six months ended June 30, 2005 and
2004 ($ in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted | |
|
|
|
|
|
|
Average | |
|
|
|
|
Net | |
|
Shares | |
|
Earnings | |
|
|
Income | |
|
Outstanding | |
|
Per Share | |
|
|
| |
|
| |
|
| |
Three Months Ended June 30, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$ |
67,985 |
|
|
|
43,293 |
|
|
$ |
1.57 |
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share options and restricted share units
|
|
|
|
|
|
|
1,707 |
|
|
|
|
|
|
|
Interest expense related to ESUs, net of related income
tax benefit
|
|
|
1,506 |
|
|
|
|
|
|
|
|
|
|
|
Common share conversion of ESUs
|
|
|
|
|
|
|
5,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share:
|
|
$ |
69,491 |
|
|
|
50,009 |
|
|
$ |
1.39 |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$ |
49,799 |
|
|
|
43,290 |
|
|
$ |
1.15 |
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share options and restricted share units
|
|
|
|
|
|
|
2,489 |
|
|
|
|
|
|
|
Interest expense related to ESUs, net of related income
tax benefit
|
|
|
1,530 |
|
|
|
|
|
|
|
|
|
|
|
Common share conversion of ESUs
|
|
|
|
|
|
|
5,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share:
|
|
$ |
51,329 |
|
|
|
50,788 |
|
|
$ |
1.01 |
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$ |
141,073 |
|
|
|
43,224 |
|
|
$ |
3.26 |
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share options and restricted share units
|
|
|
|
|
|
|
1,807 |
|
|
|
|
|
|
|
Interest expense related to ESUs, net of related income
tax benefit
|
|
|
2,929 |
|
|
|
|
|
|
|
|
|
|
|
Common share conversion of ESUs
|
|
|
|
|
|
|
5,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share:
|
|
$ |
144,002 |
|
|
|
50,040 |
|
|
$ |
2.88 |
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$ |
104,613 |
|
|
|
43,216 |
|
|
$ |
2.42 |
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share options and restricted share units
|
|
|
|
|
|
|
2,616 |
|
|
|
|
|
|
|
Interest expense related to ESUs, net of related income
tax benefit
|
|
|
3,052 |
|
|
|
|
|
|
|
|
|
|
|
Common share conversion of ESUs
|
|
|
|
|
|
|
5,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share:
|
|
$ |
107,665 |
|
|
|
50,841 |
|
|
$ |
2.12 |
|
|
|
|
|
|
|
|
|
|
|
Q-10
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three and Six Months Ended June 30, 2005 and
2004 (Continued)
|
|
(4) |
Operating Segment Information |
The Company conducts its worldwide reinsurance business through
three operating segments: Property and Marine, Casualty and
Finite Risk. The Property and Marine operating segment includes
principally property and marine reinsurance coverages that are
written in the United States and international markets. This
business includes property per-risk excess-of-loss treaties,
property proportional treaties and catastrophe excess-of-loss
reinsurance treaties. The Casualty operating segment includes
principally reinsurance treaties that cover umbrella liability,
general and product liability, professional liability, directors
and officers liability, workers compensation, casualty
clash, automobile liability, trade credit and surety. This
segment also includes accident and health reinsurance treaties,
which are predominantly reinsurance of health insurance
products. The Finite Risk operating segment includes principally
structured reinsurance contracts with ceding companies whose
needs may not be met efficiently through traditional reinsurance
products. The Company focuses on providing such clients with
customized solutions.
In managing the Companys operating segments, management
uses measures such as underwriting income and underwriting
ratios to evaluate segment performance. Management does not
allocate by segment its assets or certain income and expenses
such as investment income, interest expense and certain
corporate expenses. Segment underwriting income is reconciled to
income before income tax expense. The measures used by
management in evaluating the Companys operating segments
should not be used as a substitute for measures determined under
U.S. GAAP. The following table summarizes underwriting
activity and ratios for the operating segments together with a
reconciliation of underwriting income to income before income
tax expense for the three and six months ended June 30,
2005 and 2004 ($ in thousands):
Q-11
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three and Six Months Ended June 30, 2005 and
2004 (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property | |
|
|
|
|
|
|
|
|
and Marine | |
|
Casualty | |
|
Finite Risk | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
Three months ended June 30, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written
|
|
$ |
134,953 |
|
|
|
188,890 |
|
|
|
99,116 |
|
|
$ |
422,959 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
|
140,669 |
|
|
|
198,723 |
|
|
|
92,078 |
|
|
|
431,470 |
|
Losses and LAE
|
|
|
58,499 |
|
|
|
127,531 |
|
|
|
54,822 |
|
|
|
240,852 |
|
Acquisition expenses
|
|
|
29,695 |
|
|
|
47,963 |
|
|
|
26,270 |
|
|
|
103,928 |
|
Other underwriting expenses
|
|
|
8,240 |
|
|
|
8,972 |
|
|
|
1,333 |
|
|
|
18,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment underwriting income
|
|
$ |
44,235 |
|
|
|
14,257 |
|
|
|
9,653 |
|
|
$ |
68,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate expenses not allocated to segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,935 |
) |
Net foreign currency exchange losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(160 |
) |
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,174 |
) |
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
588 |
|
Net investment income and net realized losses on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
87,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and LAE
|
|
|
41.6 |
% |
|
|
64.2 |
% |
|
|
59.5 |
% |
|
|
55.8 |
% |
|
Acquisition expense
|
|
|
21.1 |
% |
|
|
24.1 |
% |
|
|
28.5 |
% |
|
|
24.1 |
% |
|
Other underwriting expense
|
|
|
5.9 |
% |
|
|
4.5 |
% |
|
|
1.4 |
% |
|
|
4.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined
|
|
|
68.6 |
% |
|
|
92.8 |
% |
|
|
89.4 |
% |
|
|
84.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written
|
|
$ |
101,841 |
|
|
|
112,761 |
|
|
|
115,925 |
|
|
$ |
330,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
|
99,928 |
|
|
|
132,230 |
|
|
|
78,709 |
|
|
|
310,867 |
|
Losses and LAE
|
|
|
40,974 |
|
|
|
93,391 |
|
|
|
55,101 |
|
|
|
189,466 |
|
Acquisition expenses
|
|
|
14,905 |
|
|
|
31,994 |
|
|
|
15,795 |
|
|
|
62,694 |
|
Other underwriting expenses
|
|
|
7,174 |
|
|
|
5,305 |
|
|
|
2,567 |
|
|
|
15,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment underwriting income
|
|
$ |
36,875 |
|
|
|
1,540 |
|
|
|
5,246 |
|
|
$ |
43,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate expenses not allocated to segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,216 |
) |
Net foreign currency exchange losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,168 |
) |
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,324 |
) |
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
605 |
|
Net investment income and net realized losses on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
54,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and LAE
|
|
|
41.0 |
% |
|
|
70.6 |
% |
|
|
70.0 |
% |
|
|
60.9 |
% |
|
Acquisition expense
|
|
|
14.9 |
% |
|
|
24.2 |
% |
|
|
20.1 |
% |
|
|
20.2 |
% |
|
Other underwriting expense
|
|
|
7.2 |
% |
|
|
4.0 |
% |
|
|
3.3 |
% |
|
|
4.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined
|
|
|
63.1 |
% |
|
|
98.8 |
% |
|
|
93.4 |
% |
|
|
85.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Q-12
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three and Six Months Ended June 30, 2005 and
2004 (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property | |
|
|
|
|
|
|
|
|
and Marine | |
|
Casualty | |
|
Finite Risk | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
Six months ended June 30, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written
|
|
$ |
320,002 |
|
|
|
404,559 |
|
|
|
192,197 |
|
|
$ |
916,758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
|
268,866 |
|
|
|
383,491 |
|
|
|
190,153 |
|
|
|
842,510 |
|
Losses and LAE
|
|
|
118,539 |
|
|
|
245,969 |
|
|
|
114,042 |
|
|
|
478,550 |
|
Acquisition expenses
|
|
|
51,684 |
|
|
|
93,165 |
|
|
|
52,328 |
|
|
|
197,177 |
|
Other underwriting expenses
|
|
|
15,963 |
|
|
|
16,285 |
|
|
|
2,904 |
|
|
|
35,152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment underwriting income
|
|
$ |
82,680 |
|
|
|
28,072 |
|
|
|
20,879 |
|
|
$ |
131,631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate expenses not allocated to segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,336 |
) |
Net foreign currency exchange losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,958 |
) |
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,347 |
) |
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
232 |
|
Net investment income and net realized losses on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,626 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
170,848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and LAE
|
|
|
44.1 |
% |
|
|
64.1 |
% |
|
|
60.0 |
% |
|
|
56.8 |
% |
|
Acquisition expense
|
|
|
19.2 |
% |
|
|
24.3 |
% |
|
|
27.5 |
% |
|
|
23.4 |
% |
|
Other underwriting expense
|
|
|
5.9 |
% |
|
|
4.2 |
% |
|
|
1.5 |
% |
|
|
4.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined
|
|
|
69.2 |
% |
|
|
92.6 |
% |
|
|
89.0 |
% |
|
|
84.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written
|
|
$ |
273,135 |
|
|
|
336,726 |
|
|
|
200,772 |
|
|
$ |
810,633 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
|
217,993 |
|
|
|
268,452 |
|
|
|
145,464 |
|
|
|
631,909 |
|
Losses and LAE
|
|
|
89,552 |
|
|
|
188,175 |
|
|
|
73,708 |
|
|
|
351,435 |
|
Acquisition expenses
|
|
|
36,657 |
|
|
|
66,830 |
|
|
|
48,128 |
|
|
|
151,615 |
|
Other underwriting expenses
|
|
|
15,324 |
|
|
|
10,362 |
|
|
|
5,164 |
|
|
|
30,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment underwriting income
|
|
$ |
76,460 |
|
|
|
3,085 |
|
|
|
18,464 |
|
|
$ |
98,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate expenses not allocated to segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,186 |
) |
Net foreign currency exchange losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(302 |
) |
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,630 |
) |
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,116 |
|
Net investment income and net realized losses on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
123,041 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and LAE
|
|
|
41.1 |
% |
|
|
70.1 |
% |
|
|
50.7 |
% |
|
|
55.6 |
% |
|
Acquisition expense
|
|
|
16.8 |
% |
|
|
24.9 |
% |
|
|
33.1 |
% |
|
|
24.0 |
% |
|
Other underwriting expense
|
|
|
7.0 |
% |
|
|
3.9 |
% |
|
|
3.6 |
% |
|
|
4.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined
|
|
|
64.9 |
% |
|
|
98.9 |
% |
|
|
87.4 |
% |
|
|
84.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company provides for income taxes based upon amounts
reported in the consolidated financial statements and the
provisions of currently enacted tax laws. Platinum Holdings and
Platinum Bermuda are
Q-13
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three and Six Months Ended June 30, 2005 and
2004 (Continued)
incorporated in Bermuda. Under current Bermuda law, they are not
taxed on any Bermuda income or capital gains and they have
received an assurance that if any legislation is enacted in
Bermuda that would impose tax computed on profits or income, or
computed on any capital asset, gain or appreciation, or any tax
in the nature of estate duty or inheritance tax, then the
imposition of any such tax will not be applicable to Platinum
Holdings or Platinum Bermuda or any of their respective
operations, shares, debentures or other obligations until
March 28, 2016. The Company also has subsidiaries in the
United States, United Kingdom and Ireland that are subject to
the tax laws thereof.
A reconciliation of expected income tax expense, computed by
applying a 35% income tax rate to income before income taxes, to
actual income tax expense for the three and six months ended
June 30, 2005 and 2004 is as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
Six Months Ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
Expected income tax expense at 35%
|
|
$ |
30,735 |
|
|
|
19,130 |
|
|
|
59,797 |
|
|
$ |
43,064 |
|
Effect of foreign income subject to tax at rates other than 35%
|
|
|
(19,635 |
) |
|
|
(14,233 |
) |
|
|
(38,258 |
) |
|
|
(24,341 |
) |
Tax exempt investment income
|
|
|
(438 |
) |
|
|
(567 |
) |
|
|
(964 |
) |
|
|
(961 |
) |
U.S. withholding tax on deemed taxable transfer to foreign
affiliate
|
|
|
9,150 |
|
|
|
|
|
|
|
9,150 |
|
|
|
|
|
Other, net
|
|
|
16 |
|
|
|
527 |
|
|
|
50 |
|
|
|
666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
$ |
19,828 |
|
|
|
4,857 |
|
|
|
29,775 |
|
|
$ |
18,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company incurred approximately $9,150,000 of income taxes
associated with the transfer from Platinum Finance to Platinum
Holdings of $183,350,000 of the proceeds from the sale of the
Series A Notes in May 2005. This transaction is deemed to
be a taxable distribution under U.S. tax law and subject to
U.S. withholding tax.
|
|
(6) |
Condensed Consolidating Financial Information |
In November 2002, the Company issued Equity Security Units
(ESUs) consisting of a contract to purchase common
shares of the Company in 2005 and an ownership interest in a
senior note due 2007 issued by Platinum Finance, a
U.S. based intermediate holding company and indirect wholly
owned subsidiary of Platinum Holdings. The senior notes are
fully and unconditionally guaranteed by Platinum Holdings on a
senior unsecured basis and are pledged to collateralize the
holders obligations to acquire common shares in 2005.
The payment of dividends from the Companys regulated
reinsurance subsidiaries is limited by applicable laws and
statutory requirements of the jurisdictions in which the
subsidiaries operate, including Bermuda, the United States and
the United Kingdom. Based on the regulatory restrictions of the
applicable jurisdictions, the maximum amount available for
payment of dividends or other distributions by Platinum US to
Platinum Finance in 2005 without prior regulatory approval is
$40,312,000. The maximum amount available for payment of
dividends or other distributions by the reinsurance subsidiaries
of Platinum Holdings in 2005, including Platinum US, without
prior regulatory approval is estimated to be $139,620,000.
Q-14
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three and Six Months Ended June 30, 2005 and
2004 (Continued)
The tables below present condensed consolidating financial
information for the period ending June 30, 2005 and 2004
respectively, of Platinum Holdings, Platinum Finance and the
non-guarantor subsidiaries of Platinum Holdings ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- | |
|
|
|
|
|
|
Platinum | |
|
Platinum | |
|
guarantor | |
|
Consolidating | |
|
|
Condensed Consolidating Balance Sheet June 30, 2005 |
|
Holdings | |
|
Finance | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
ASSETS |
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities available-for-sale, at fair value
|
|
$ |
|
|
|
|
7,088 |
|
|
|
2,642,033 |
|
|
|
|
|
|
$ |
2,649,121 |
|
|
Fixed maturity trading securities at fair value
|
|
|
|
|
|
|
|
|
|
|
73,571 |
|
|
|
|
|
|
|
73,571 |
|
|
Other invested asset
|
|
|
|
|
|
|
|
|
|
|
6,000 |
|
|
|
|
|
|
|
6,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
|
|
|
|
|
7,088 |
|
|
|
2,721,604 |
|
|
|
|
|
|
|
2,728,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in subsidiaries
|
|
|
1,270,760 |
|
|
|
472,597 |
|
|
|
413,539 |
|
|
|
(2,156,896 |
) |
|
|
|
|
Cash and cash equivalents
|
|
|
6,137 |
|
|
|
36,179 |
|
|
|
367,223 |
|
|
|
|
|
|
|
409,539 |
|
Reinsurance assets
|
|
|
|
|
|
|
|
|
|
|
2,193,584 |
|
|
|
(1,183,800 |
) |
|
|
1,009,784 |
|
Other assets
|
|
|
908 |
|
|
|
4,082 |
|
|
|
146,231 |
|
|
|
(100,000 |
) |
|
|
51,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
1,277,805 |
|
|
|
519,946 |
|
|
|
5,842,181 |
|
|
|
(3,440,696 |
) |
|
$ |
4,199,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance liabilities
|
|
$ |
|
|
|
|
|
|
|
|
3,582,576 |
|
|
|
(1,194,134 |
) |
|
$ |
2,388,442 |
|
|
Debt obligations
|
|
|
|
|
|
|
387,500 |
|
|
|
|
|
|
|
|
|
|
|
387,500 |
|
|
Other liabilities
|
|
|
5,079 |
|
|
|
6,981 |
|
|
|
128,172 |
|
|
|
10,334 |
|
|
|
150,566 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
5,079 |
|
|
|
394,481 |
|
|
|
3,710,748 |
|
|
|
(1,183,800 |
) |
|
|
2,926,508 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares
|
|
|
434 |
|
|
|
|
|
|
|
1,250 |
|
|
|
(1,250 |
) |
|
|
434 |
|
|
Additional paid-in capital
|
|
|
921,269 |
|
|
|
51,533 |
|
|
|
1,442,034 |
|
|
|
(1,493,565 |
) |
|
|
921,271 |
|
|
Unearned share based comp
|
|
|
(2,246 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,246 |
) |
|
Accumulated other comprehensive income
|
|
|
10,637 |
|
|
|
176 |
|
|
|
12,512 |
|
|
|
(12,688 |
) |
|
|
10,637 |
|
|
Retained earnings
|
|
|
342,632 |
|
|
|
73,756 |
|
|
|
675,637 |
|
|
|
(749,393 |
) |
|
|
342,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
1,272,726 |
|
|
|
125,465 |
|
|
|
2,131,433 |
|
|
|
(2,256,896 |
) |
|
|
1,272,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$ |
1,277,805 |
|
|
|
519,946 |
|
|
|
5,842,181 |
|
|
|
(3,440,696 |
) |
|
$ |
4,199,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q-15
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three and Six Months Ended June 30, 2005 and
2004 (Continued)
Condensed Consolidating Balance Sheet
December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Platinum | |
|
Platinum | |
|
Non-guarantor | |
|
Consolidating | |
|
|
|
|
Holdings | |
|
Finance | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities available-for-sale, at fair value
|
|
$ |
|
|
|
|
3,740 |
|
|
|
2,153,789 |
|
|
|
|
|
|
$ |
2,157,529 |
|
|
Fixed maturity trading securities at fair value
|
|
|
|
|
|
|
|
|
|
|
82,673 |
|
|
|
|
|
|
|
82,673 |
|
|
Other invested asset
|
|
|
|
|
|
|
|
|
|
|
6,769 |
|
|
|
|
|
|
|
6,769 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
|
|
|
|
|
3,740 |
|
|
|
2,243,231 |
|
|
|
|
|
|
|
2,246,971 |
|
Investment in subsidiaries
|
|
|
1,135,434 |
|
|
|
414,105 |
|
|
|
470,776 |
|
|
|
(2,020,315 |
) |
|
|
|
|
Cash and cash equivalents
|
|
|
1,945 |
|
|
|
8,204 |
|
|
|
199,748 |
|
|
|
|
|
|
|
209,897 |
|
Reinsurance assets
|
|
|
|
|
|
|
|
|
|
|
2,009,245 |
|
|
|
(1,090,219 |
) |
|
|
919,026 |
|
Other assets
|
|
|
1,648 |
|
|
|
1,502 |
|
|
|
142,951 |
|
|
|
(100,000 |
) |
|
|
46,101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
1,139,027 |
|
|
|
427,551 |
|
|
|
5,065,951 |
|
|
|
(3,210,534 |
) |
|
$ |
3,421,995 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance liabilities
|
|
$ |
|
|
|
|
|
|
|
|
3,233,233 |
|
|
|
(1,133,358 |
) |
|
$ |
2,099,875 |
|
|
Debt obligations
|
|
|
|
|
|
|
137,500 |
|
|
|
|
|
|
|
|
|
|
|
137,500 |
|
|
Other liabilities
|
|
|
6,024 |
|
|
|
928 |
|
|
|
1,525 |
|
|
|
43,140 |
|
|
|
51,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
6,024 |
|
|
|
138,428 |
|
|
|
3,234,758 |
|
|
|
(1,090,218 |
) |
|
|
2,288,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares
|
|
|
430 |
|
|
|
|
|
|
|
1,250 |
|
|
|
(1,250 |
) |
|
|
430 |
|
|
Additional paid-in capital
|
|
|
911,851 |
|
|
|
147,238 |
|
|
|
1,417,032 |
|
|
|
(1,564,270 |
) |
|
|
911,851 |
|
|
Accumulated other comprehensive income
|
|
|
12,252 |
|
|
|
3,309 |
|
|
|
17,068 |
|
|
|
(20,377 |
) |
|
|
12,252 |
|
|
Retained earnings
|
|
|
208,470 |
|
|
|
138,576 |
|
|
|
395,843 |
|
|
|
(534,419 |
) |
|
|
208,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
1,133,003 |
|
|
|
289,123 |
|
|
|
1,831,193 |
|
|
|
(2,120,316 |
) |
|
|
1,133,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$ |
1,139,027 |
|
|
|
427,551 |
|
|
|
5,065,951 |
|
|
|
(3,210,534 |
) |
|
$ |
3,421,995 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q-16
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three and Six Months Ended June 30, 2005 and
2004 (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- | |
|
|
|
|
Consolidating Statement of Income |
|
Platinum | |
|
Platinum | |
|
guarantor | |
|
Consolidating | |
|
|
For the Six Months Ended June 30, 2005 |
|
Holdings | |
|
Finance | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
$ |
|
|
|
|
|
|
|
|
842,510 |
|
|
|
|
|
|
$ |
842,510 |
|
|
Net investment income
|
|
|
72 |
|
|
|
257 |
|
|
|
55,480 |
|
|
|
|
|
|
|
55,809 |
|
|
Net realized gains on investments
|
|
|
|
|
|
|
1 |
|
|
|
(184 |
) |
|
|
|
|
|
|
(183 |
) |
|
Other income, net
|
|
|
|
|
|
|
|
|
|
|
97,528 |
|
|
|
(97,296 |
) |
|
|
232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
72 |
|
|
|
258 |
|
|
|
995,334 |
|
|
|
(97,296 |
) |
|
|
898,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss adjustment expenses
|
|
|
|
|
|
|
|
|
|
|
478,550 |
|
|
|
|
|
|
|
478,550 |
|
|
Acquisition expenses
|
|
|
|
|
|
|
|
|
|
|
200,214 |
|
|
|
(3,037 |
) |
|
|
197,177 |
|
|
Operating expenses
|
|
|
7,873 |
|
|
|
308 |
|
|
|
32,270 |
|
|
|
3,037 |
|
|
|
43,488 |
|
|
Net foreign currency exchange loss
|
|
|
1 |
|
|
|
|
|
|
|
1,957 |
|
|
|
|
|
|
|
1,958 |
|
|
Interest expense
|
|
|
53 |
|
|
|
6,294 |
|
|
|
|
|
|
|
|
|
|
|
6,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
7,927 |
|
|
|
6,602 |
|
|
|
712,991 |
|
|
|
|
|
|
|
727,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax expense
|
|
|
(7,855 |
) |
|
|
(6,344 |
) |
|
|
282,343 |
|
|
|
(97,296 |
) |
|
|
170,848 |
|
|
Income tax expense (benefit)
|
|
|
|
|
|
|
(2,221 |
) |
|
|
31,996 |
|
|
|
|
|
|
|
29,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) before equity in earnings of subsidiaries
|
|
|
(7,855 |
) |
|
|
(4,123 |
) |
|
|
250,347 |
|
|
|
(97,296 |
) |
|
|
141,073 |
|
|
Equity in earnings of subsidiaries
|
|
|
148,928 |
|
|
|
36,600 |
|
|
|
41,444 |
|
|
|
(226,972 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
141,073 |
|
|
|
32,477 |
|
|
|
291,791 |
|
|
|
(324,268 |
) |
|
$ |
141,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q-17
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three and Six Months Ended June 30, 2005 and
2004 (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- | |
|
|
|
|
Consolidating Statement of Income |
|
Platinum | |
|
Platinum | |
|
guarantor | |
|
Consolidating | |
|
|
For the Six Months Ended June 30, 2004 |
|
Holdings | |
|
Finance | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
$ |
|
|
|
|
|
|
|
|
631,907 |
|
|
|
2 |
|
|
$ |
631,909 |
|
|
Net investment income
|
|
|
31 |
|
|
|
79 |
|
|
|
36,751 |
|
|
|
|
|
|
|
36,861 |
|
|
Net realized gains on investments
|
|
|
|
|
|
|
|
|
|
|
(827 |
) |
|
|
|
|
|
|
(827 |
) |
|
Other income, net
|
|
|
4,500 |
|
|
|
|
|
|
|
(3,603 |
) |
|
|
219 |
|
|
|
1,116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
4,531 |
|
|
|
79 |
|
|
|
664,228 |
|
|
|
221 |
|
|
|
669,059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss adjustment expenses
|
|
|
|
|
|
|
|
|
|
|
351,435 |
|
|
|
|
|
|
|
351,435 |
|
|
Acquisition expenses
|
|
|
|
|
|
|
|
|
|
|
154,090 |
|
|
|
(2,475 |
) |
|
|
151,615 |
|
|
Operating expenses
|
|
|
6,949 |
|
|
|
139 |
|
|
|
28,473 |
|
|
|
2,475 |
|
|
|
38,036 |
|
|
Net foreign currency exchange (gain) loss
|
|
|
(2 |
) |
|
|
|
|
|
|
304 |
|
|
|
|
|
|
|
302 |
|
|
Interest expense
|
|
|
120 |
|
|
|
4,510 |
|
|
|
|
|
|
|
|
|
|
|
4,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
7,067 |
|
|
|
4,649 |
|
|
|
534,302 |
|
|
|
|
|
|
|
546,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax expense
|
|
|
(2,536 |
) |
|
|
(4,570 |
) |
|
|
129,926 |
|
|
|
221 |
|
|
|
123,041 |
|
|
Income tax expense (benefit)
|
|
|
|
|
|
|
(1,599 |
) |
|
|
20,027 |
|
|
|
|
|
|
|
18,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) before equity in earnings of subsidiaries
|
|
|
(2,536 |
) |
|
|
(2,971 |
) |
|
|
109,899 |
|
|
|
221 |
|
|
|
104,613 |
|
|
Equity in earnings of subsidiaries
|
|
|
107,149 |
|
|
|
32,646 |
|
|
|
34,499 |
|
|
|
(174,294 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
104,613 |
|
|
|
29,675 |
|
|
|
144,398 |
|
|
|
(174,073 |
) |
|
$ |
104,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q-18
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three and Six Months Ended June 30, 2005 and
2004 (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- | |
|
|
|
|
Consolidating Statement of Income |
|
Platinum | |
|
Platinum | |
|
guarantor | |
|
Consolidating | |
|
|
For the Three Months Ended June 30, 2005 |
|
Holdings | |
|
Finance | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
$ |
|
|
|
|
|
|
|
|
431,470 |
|
|
|
|
|
|
$ |
431,470 |
|
|
Net investment income
|
|
|
47 |
|
|
|
180 |
|
|
|
28,677 |
|
|
|
|
|
|
|
28,904 |
|
|
Net realized gains on investments
|
|
|
|
|
|
|
|
|
|
|
(555 |
) |
|
|
|
|
|
|
(555 |
) |
|
Other income, net
|
|
|
|
|
|
|
|
|
|
|
97,884 |
|
|
|
(97,296 |
) |
|
|
588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
47 |
|
|
|
180 |
|
|
|
557,476 |
|
|
|
(97,296 |
) |
|
|
460,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss adjustment expenses
|
|
|
|
|
|
|
|
|
|
|
240,852 |
|
|
|
|
|
|
|
240,852 |
|
|
Acquisition expenses
|
|
|
|
|
|
|
|
|
|
|
105,433 |
|
|
|
(1,505 |
) |
|
|
103,928 |
|
|
Operating expenses
|
|
|
4,633 |
|
|
|
231 |
|
|
|
17,111 |
|
|
|
1,505 |
|
|
|
23,480 |
|
|
Net foreign currency exchange loss
|
|
|
1 |
|
|
|
|
|
|
|
159 |
|
|
|
|
|
|
|
160 |
|
|
Interest expense
|
|
|
22 |
|
|
|
4,152 |
|
|
|
|
|
|
|
|
|
|
|
4,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
4,656 |
|
|
|
4,383 |
|
|
|
363,555 |
|
|
|
|
|
|
|
372,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax expense
|
|
|
(4,609 |
) |
|
|
(4,203 |
) |
|
|
193,921 |
|
|
|
(97,296 |
) |
|
|
87,813 |
|
|
Income tax expense (benefit)
|
|
|
|
|
|
|
(1,471 |
) |
|
|
21,299 |
|
|
|
|
|
|
|
19,828 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) before equity in earnings of subsidiaries
|
|
|
(4,609 |
) |
|
|
(2,732 |
) |
|
|
172,622 |
|
|
|
(97,296 |
) |
|
|
67,985 |
|
|
Equity in earnings of subsidiaries
|
|
|
72,594 |
|
|
|
18,647 |
|
|
|
21,555 |
|
|
|
(112,796 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
67,985 |
|
|
|
15,915 |
|
|
|
194,177 |
|
|
|
(210,092 |
) |
|
$ |
67,985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q-19
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three and Six Months Ended June 30, 2005 and
2004 (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- | |
|
|
|
|
Consolidating Statement of Income |
|
Platinum | |
|
Platinum | |
|
guarantor | |
|
Consolidating | |
|
|
For the Three Months Ended June 30, 2004 |
|
Holdings | |
|
Finance | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
$ |
|
|
|
|
|
|
|
|
310,865 |
|
|
|
2 |
|
|
$ |
310,867 |
|
|
Net investment income
|
|
|
14 |
|
|
|
29 |
|
|
|
19,334 |
|
|
|
|
|
|
|
19,377 |
|
|
Net realized gains on investments
|
|
|
|
|
|
|
|
|
|
|
(1,279 |
) |
|
|
|
|
|
|
(1,279 |
) |
|
Other income, net
|
|
|
|
|
|
|
|
|
|
|
605 |
|
|
|
|
|
|
|
605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
14 |
|
|
|
29 |
|
|
|
329,525 |
|
|
|
2 |
|
|
|
329,570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss adjustment expenses
|
|
|
|
|
|
|
|
|
|
|
189,466 |
|
|
|
|
|
|
|
189,466 |
|
|
Acquisition expenses
|
|
|
|
|
|
|
|
|
|
|
63,783 |
|
|
|
(1,089 |
) |
|
|
62,694 |
|
|
Operating expenses
|
|
|
4,058 |
|
|
|
60 |
|
|
|
14,055 |
|
|
|
1,089 |
|
|
|
19,262 |
|
|
Net foreign currency loss
|
|
|
|
|
|
|
|
|
|
|
1,168 |
|
|
|
|
|
|
|
1,168 |
|
|
Interest expense
|
|
|
56 |
|
|
|
2,268 |
|
|
|
|
|
|
|
|
|
|
|
2,324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
4,114 |
|
|
|
2,328 |
|
|
|
268,472 |
|
|
|
|
|
|
|
274,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax expense
|
|
|
(4,100 |
) |
|
|
(2,299 |
) |
|
|
61,053 |
|
|
|
2 |
|
|
|
54,656 |
|
|
Income tax expense (benefit)
|
|
|
|
|
|
|
(805 |
) |
|
|
5,662 |
|
|
|
|
|
|
|
4,857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) before equity in earnings of subsidiaries
|
|
|
(4,100 |
) |
|
|
(1,494 |
) |
|
|
55,391 |
|
|
|
2 |
|
|
|
49,799 |
|
|
Equity in earnings of subsidiaries
|
|
|
53,899 |
|
|
|
7,336 |
|
|
|
9,174 |
|
|
|
(70,409 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
49,799 |
|
|
|
5,842 |
|
|
|
64,565 |
|
|
|
(70,407 |
) |
|
$ |
49,799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q-20
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three and Six Months Ended June 30, 2005 and
2004 (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- | |
|
|
|
|
Condensed Consolidating Statement of Cash Flows |
|
Platinum | |
|
Platinum | |
|
guarantor | |
|
Consolidating | |
|
|
For the Six Months Ended June 30, 2005 |
|
Holdings | |
|
Finance | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Net cash provided by (used in) operating activities
|
|
$ |
(5,880 |
) |
|
|
(1,157 |
) |
|
|
480,732 |
|
|
|
(97,293 |
) |
|
$ |
376,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of available-for-sale fixed maturities
|
|
|
|
|
|
|
|
|
|
|
207,840 |
|
|
|
|
|
|
|
207,840 |
|
|
Proceeds from maturity or paydown of available-for-sale fixed
maturities
|
|
|
|
|
|
|
221 |
|
|
|
66,575 |
|
|
|
|
|
|
|
66,796 |
|
|
Acquisition of available-for-sale fixed maturities
|
|
|
|
|
|
|
12 |
|
|
|
(696,384 |
) |
|
|
|
|
|
|
(696,372 |
) |
|
Dividends from subsidiaries
|
|
|
12,000 |
|
|
|
|
|
|
|
|
|
|
|
(12,000 |
) |
|
|
|
|
|
Contributions to subsidiaries
|
|
|
|
|
|
|
(25,000 |
) |
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
12,000 |
|
|
|
(24,767 |
) |
|
|
(396,969 |
) |
|
|
(12,000 |
) |
|
|
(421,736 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid to shareholders
|
|
|
(6,911 |
) |
|
|
|
|
|
|
(12,000 |
) |
|
|
12,000 |
|
|
|
(6,911 |
) |
|
Proceeds from exercise of share options
|
|
|
4,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,984 |
|
|
Proceeds from issuance of debt
|
|
|
|
|
|
|
53,900 |
|
|
|
193,000 |
|
|
|
|
|
|
|
246,900 |
|
Net cash provided by (used in) financing activities
|
|
|
(1,927 |
) |
|
|
53,900 |
|
|
|
181,000 |
|
|
|
12,000 |
|
|
|
244,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
4,193 |
|
|
|
27,976 |
|
|
|
264,763 |
|
|
|
(97,293 |
) |
|
|
199,639 |
|
Cash and cash equivalents at beginning of year
|
|
|
1,945 |
|
|
|
8,204 |
|
|
|
199,751 |
|
|
|
|
|
|
|
209,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$ |
6,138 |
|
|
|
36,180 |
|
|
|
464,514 |
|
|
|
(97,293 |
) |
|
$ |
409,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q-21
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three and Six Months Ended June 30, 2005 and
2004 (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- | |
|
|
|
|
Condensed Consolidating Statement of Cash Flows |
|
Platinum | |
|
Platinum | |
|
guarantor | |
|
Consolidating | |
|
|
For the Six Months Ended June 30, 2004 |
|
Holdings | |
|
Finance | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Net cash provided by (used in) operating activities
|
|
$ |
(449 |
) |
|
|
(3,844 |
) |
|
|
441,234 |
|
|
|
|
|
|
$ |
436,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of available-for-sale fixed maturities
|
|
|
|
|
|
|
|
|
|
|
190,589 |
|
|
|
|
|
|
|
190,589 |
|
|
Proceeds from maturity or paydown of available-for-sale fixed
maturities
|
|
|
|
|
|
|
441 |
|
|
|
43,486 |
|
|
|
|
|
|
|
43,927 |
|
|
Acquisition of available-for-sale fixed maturities
|
|
|
|
|
|
|
(2,973 |
) |
|
|
(599,842 |
) |
|
|
|
|
|
|
(602,815 |
) |
Net cash (used in) investing activities
|
|
|
|
|
|
|
(2,532 |
) |
|
|
(365,767 |
) |
|
|
|
|
|
|
(368,299 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid to shareholders
|
|
|
(6,925 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,925 |
) |
|
Proceeds from exercise of share options
|
|
|
5,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,049 |
|
Net cash (used in) financing activities
|
|
|
(1,876 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,876 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(2,325 |
) |
|
|
(6,376 |
) |
|
|
75,467 |
|
|
|
|
|
|
|
66,766 |
|
Cash and cash equivalents at beginning of year
|
|
|
3,414 |
|
|
|
9,917 |
|
|
|
92,130 |
|
|
|
|
|
|
|
105,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$ |
1,089 |
|
|
|
3,541 |
|
|
|
167,597 |
|
|
|
|
|
|
$ |
172,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In May 2005, Platinum Finance issued $250,000,000 aggregate
principal amount of Series A Notes due June 1, 2017,
unconditionally guaranteed by Platinum Holdings. The
Series A Notes were issued in a transaction exempt from the
registration requirements under the Securities Act of 1933, as
amended. The proceeds of the Series A Notes were used
primarily to increase the capital of Platinum Bermuda and
Platinum US. Interest at a per annum rate of 7.5% is payable on
the Series A Notes on each June 1 and December 1
commencing on December 1, 2005. Platinum Finance may redeem
the Series A Notes, at its option, at any time in whole, or
from time to time in part, prior to maturity. The redemption
price will be equal to the greater of: (i) 100 percent
of the principal amount of the Notes and (ii) the sum of
the present values of the remaining scheduled payments of
principal and interest, discounted to the redemption date on a
semiannual basis at a comparable treasury rate plus
50 basis points, plus in each case, interest accrued but
not paid to the date of redemption.
Pursuant to the registration rights agreement executed in
connection with the offering of the Series A Notes,
Platinum Holdings and Platinum Finance have filed with the SEC a
registration statement on Form S-4 to enable holders to
exchange the Series A Notes for publicly registered notes.
Platinum Holdings and Platinum Finance have agreed to
(i) use reasonable best efforts to cause the registration
statement to become or be declared effective within
180 days after the issue date of the Series A Notes;
(ii) use reasonable best efforts to commence and complete
the exchange offer within 45 days after the effective date
of the registration statement and keep the exchange offer open
for a period of not less than 30 days after notice is
mailed to holders; and (iii) file a shelf registration
statement for the resale of the Series A Notes if, under
the circumstances specified in the registration rights
agreement, Platinum Holdings and Platinum Finance are unable to
effect the exchange offer. If Platinum Holdings and Platinum
Finance do not comply with certain obligations under the
registration rights agreement,
Q-22
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three and Six Months Ended June 30, 2005 and
2004 (Continued)
additional interest shall accrue at a per annum rate of 0.25% of
the aggregate principal amount of the outstanding Series A
Notes during the first 90-day period following the occurrence of
such registration default and at a per annum rate of 0.50%
thereafter for any remaining period during which a registration
default continues.
|
|
(8) |
Regulatory Examination |
In connection with its examination of the statutory financial
statements of Platinum US as of December 31, 2003, the
Maryland Insurance Administration (the
Administration) reached a different conclusion from
that of the Company regarding the accounting for one health
reinsurance contract written by Platinum US, which was effective
from January 1 to December 31, 2003. Platinum US accounted
for this contract as reinsurance under statutory accounting
principles and U.S. GAAP. While the examination report has
not been issued, the Administration has advised Platinum US that
due to the immaterial effect, no changes or adjustments would be
required with respect to its previously filed statutory
financial statements nor would the financial statements in the
examination report be adjusted for the accounting for this
contract.
Q-23
PART II
|
|
Item 20. |
Indemnification of Directors and Officers. |
Platinum Underwriters Finance, Inc. is incorporated under the
laws of the State of Delaware. Section 145
(Section 145) of the General Corporation Law of
the State of Delaware, as the same exists or may hereafter be
amended (the General Corporation Law), inter alia,
provides that a Delaware corporation may indemnify any persons
who were, are or are threatened to be made, parties to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation), by
reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director,
officer, employee or agent of another corporation or enterprise.
The indemnity may include expenses (including attorneys
fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such
action, suit or proceeding, provided such person acted in good
faith and in a manner he or she reasonably believed to be in or
not opposed to the corporations best interests and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify any persons who were, are or
threatened to be made, a party to any threatened, pending or
completed action or suit by or in the right of the corporation
by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director,
officer, employee or agent of another corporation or enterprise.
The indemnity may include expenses (including attorneys
fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or
suit, provided such person acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the
corporations best interests, provided that no
indemnification is permitted without judicial approval if the
director or officer is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or
otherwise in the defense of any action, suit or proceeding
referred to above, the corporation must indemnify such person
against the expenses (including attorneys fees) which such
officer or director has actually and reasonably incurred in
connection therewith.
Section 145 further authorizes a corporation to purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him
in any such capacity, arising out of his status as such, whether
or not the corporation would otherwise have the power to
indemnify him under Section 145.
Platinum Finances Certificate of Incorporation and Bylaws
provide for the indemnification of officers and directors to the
fullest extent permitted by the General Corporation Law. All of
Platinum Finances directors and officers are insured
against certain liabilities for actions taken in their
capacities as such, including liabilities under the Securities
Act, as amended.
Section 98 of the Companies Act 1981 (the Companies
Act) provides generally that a Bermuda company may
indemnify its directors, officers and auditors against any
liability which by virtue of Bermuda law otherwise would be
imposed on them in respect to any negligence, default, breach of
duty or breach of trust, except in cases where such liability
arises from fraud or dishonesty of which such director, officer
or auditor may be guilty in relation to the company.
Section 98 further provides that a Bermuda company may
indemnify its directors, officers and auditors against any
liability incurred by them in defending any proceedings, whether
civil or criminal, in which judgment is awarded in their favor
or in which they are acquitted or granted relief by the Supreme
Court of Bermuda pursuant to Section 281 of the Companies
Act.
Platinum Holdings has adopted provisions in its Bye-laws that
provide that Platinum Holdings shall indemnify its officers and
directors to the maximum extent permitted under the Companies
Act.
II-1
Bye-law 32 of the Platinum Holdings Bye-laws provides that
each shareholder agrees to waive any claim or right of action it
might have, whether individually or by or in the right of
Platinum Holdings, against any director or officer on account of
any action taken by such director or officer, or the failure of
such director or officer to take any action in the performance
of his duties with or for Platinum Holdings, provided that such
waiver shall not extend to any matter in respect of any fraud or
dishonesty which may attach to such director or officer.
Platinum Holdings maintains standard policies of insurance under
which coverage is provided (a) to its directors,
secretaries and officers against loss arising from claims made
by reason of breach of duty or other wrongful act, and
(b) to Platinum Holdings with respect to payments which may
be made by Platinum Holdings to such directors and officers
pursuant to the above indemnification provision or otherwise as
a matter of law.
|
|
Item 21. |
Exhibits and Financial Statement Schedules. |
|
|
|
|
|
Exhibit No. |
|
Description |
|
|
|
|
*3 |
.1 |
|
Memorandum of Association of Platinum Holdings
incorporated by reference to Exhibit 3.1 of Amendment
No. 2 to the Registration Statement of Platinum Holdings on
Form S-1 dated June 3, 2002. |
|
*3 |
.2 |
|
Bye-Laws of Platinum Holdings incorporated by
reference to Exhibit 3.1 to the Platinum Holdings Quarterly
Report on Form 10-Q dated August 6, 2004. |
|
*3 |
.3 |
|
Certificate of Incorporation of Platinum Finance
incorporated by reference to Exhibit 3.3 to the
Registration Statement of Platinum Holdings and Platinum
Finance, as Registrants, on Form S-1 dated August 30,
2002. |
|
*3 |
.4 |
|
By-Laws of Platinum Finance incorporated by
reference to Exhibit 3.4 to the Registration Statement of
Platinum Holdings and Platinum Finance, as Registrants, on
Form S-1 dated August 30, 2002. |
|
*4 |
.1 |
|
Indenture dated as of October 10, 2002 by and among
Platinum Holdings, Platinum Finance and JPMorgan Chase
Bank incorporated by reference to Exhibit 4.2
to the 2002 Annual Report on Form 10-K of Platinum Holdings
dated March 31, 2003. |
|
*4 |
.2 |
|
First Supplemental Indenture dated as of November 1, 2002,
by and among Platinum, Platinum Finance and JPMorgan Chase
Bank incorporated by reference to Exhibit 4.3
to the 2002 Annual Report on Form 10-K of Platinum Holdings
dated March 31, 2003. |
|
*4 |
.3 |
|
Second Supplemental Indenture dated as of August 16, 2005
between Platinum Underwriters Holdings, Ltd., Platinum
Underwriters Finance, Inc. and JPMorgan Chase Bank,
N.A. incorporated by reference to Exhibit 4.2
to the Platinum Holdings Form 8-K dated August 17,
2005. |
|
*4 |
.4 |
|
Exchange and Registration Rights Agreement, dated as of
August 16, 2005 among Platinum Underwriters Holdings, Ltd.,
Platinum Underwriters Finance, Inc. Goldman, Sachs &
Co. and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as remarketing
agents incorporated by reference to Exhibit 4.1
to the Platinum Holdings Form 8-K dated
August 17, 2005. |
|
4 |
.5 |
|
Form of Exchange Note and Guarantee. |
|
*4 |
.6 |
|
Indenture, dated as of May 26, 2005, among Platinum
Underwriters Holdings, Ltd., Platinum Underwriters Finance, Inc.
and JPMorgan Chase Bank, N.A., as Trustee
incorporated by reference to Exhibit 4.1 to the Platinum
Holdings Form 8-K dated May 27, 2005. |
|
*4 |
.7 |
|
First Supplemental Indenture, dated as of May 26, 2005,
among Platinum Underwriters Holdings, Ltd., Platinum
Underwriters Finance, Inc. and JPMorgan Chase Bank, N.A., as
Trustee incorporated by reference to
Exhibit 4.2 to the Platinum Holdings Form 8-K
dated May 27, 2005. |
|
*4 |
.8 |
|
Exchange and Registration Rights Agreement, dated as of
May 26, 2005 among Platinum Underwriters Holdings, Ltd.,
Platinum Underwriters Finance, Inc. and Goldman,
Sachs & Co., as Initial Purchaser
incorporated by reference to Exhibit 4.3 to the Platinum
Holdings Form 8-K dated May 27, 2005. |
|
5 |
.1 |
|
Opinion of Dewey Ballantine LLP as to the legality of the
Exchange Notes and the Guarantee. |
II-2
|
|
|
|
|
Exhibit No. |
|
Description |
|
|
|
|
5 |
.2 |
|
Opinion of Conyers Dill & Pearman. |
|
*10 |
.1 |
|
Remarketing Agreement, dated August 8, 2005, by and among
Platinum Underwriters Holdings, Ltd., Platinum Underwriters
Finance, Inc., Goldman, Sachs & Co. and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated incorporated by reference to
Exhibit 10.1 to the Platinum Holdings Form 8-K
dated August 9, 2005. |
|
*10 |
.2 |
|
Jurisdiction Agreement, dated August 8, 2005, by and among
Platinum Underwriters Holdings, Ltd., Platinum Underwriters
Finance, Inc., Goldman, Sachs & Co. and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated incorporated by reference to
Exhibit 10.2 to the Platinum Holdings Form 8-K dated
August 9, 2005. |
|
*10 |
.3 |
|
Purchase Agreement, dated May 20, 2005, by and among
Platinum Underwriters Holdings, Ltd., Platinum Underwriters
Finance, Inc. and Goldman, Sachs & Co., as initial
purchaser incorporated by reference to
Exhibit 10.1 to the Platinum Holdings Form 8-K dated
May 24, 2005. |
|
*10 |
.4 |
|
Jurisdiction Agreement, dated May 20, 2005, by and among
Platinum Underwriters Holdings, Ltd., Platinum Underwriters
Finance, Inc. and Goldman, Sachs & Co., as initial
purchaser incorporated by reference to
Exhibit 10.2 to the Platinum Holdings Form 8-K dated
May 24, 2005. |
|
**12 |
.1 |
|
Statement re: Computations of Ratios. |
|
*21 |
.1 |
|
Subsidiaries of Platinum Holdings incorporated by
reference to Exhibit 21.1 to the 2004 Annual Report on
Form 10-K of Platinum Holdings dated March 16, 2005. |
|
23 |
.1 |
|
Consent of KPMG (New York, New York). |
|
23 |
.2 |
|
Consent of KPMG (Minneapolis, Minnesota). |
|
23 |
.3 |
|
Consent of Dewey Ballantine LLP (included in Exhibit 5.1). |
|
23 |
.4 |
|
Consent of Conyers Dill & Pearman (included in
Exhibit 5.2). |
|
**24 |
.1 |
|
Power of Attorney for Platinum Holdings (included in signature
page). |
|
**24 |
.2 |
|
Power of Attorney for Platinum Finance (included in signature
page). |
|
**25 |
.1 |
|
Form T-1 re: eligibility of JPMorgan Chase Bank, N.A. to
act as Trustee under the Indenture. |
|
**99 |
.1 |
|
Form of Letter of Transmittal. |
|
**99 |
.2 |
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees. |
|
**99 |
.3 |
|
Form of Letter to Clients. |
|
**99 |
.4 |
|
Form of Notice of Guaranteed Delivery. |
|
|
|
|
* |
Incorporated by reference from other documents filed with the
SEC as indicated. |
II-3
(b) Financial Statement Schedules
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
Index to Schedules to Consolidated Financial Statements
|
|
|
|
|
|
|
Page | |
Report of Independent Registered Public Accounting Firm
|
|
|
II-5 |
|
Schedule I Summary of Investments Other Than
Investments in Related Parties as of December 31, 2004
|
|
|
II-6 |
|
Schedule II Condensed Financial Information of the Registrant
|
|
|
II-7 |
|
Schedule III Supplementary Insurance Information for the years
ended December 31, 2004 and 2003 and the period from
April 19, 2002 (date of inception) to December 31, 2002
|
|
|
II-10 |
|
Schedule IV Reinsurance for the years ended December 31,
2004 and 2003 and the period from April 19, 2002 (date of
inception) to December 31, 2002
|
|
|
II-11 |
|
Schedules other than those listed above are omitted for the
reason that they are not applicable or the information is
provided elsewhere in the consolidated financial statements.
II-4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Platinum Underwriters Holdings, Ltd.:
Under date of February 25, 2005, we reported on the
consolidated balance sheets of Platinum Underwriters Holdings,
Ltd. and subsidiaries as of December 31, 2004 and 2003, and
the related consolidated statements of income and comprehensive
income, shareholders equity and cash flows for the years
ended December 31, 2004 and 2003 and the period from
April 19, 2002 (date of inception) to December 31,
2002, which are included in the Form 10-K. In connection
with our audits of the aforementioned consolidated financial
statements, we also audited the related consolidated financial
statement schedules appearing on pages S-3 through S-8 of
the Form 10-K. These financial statement schedules are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statement schedules based on our audits.
In our opinion, such financial statement schedules, when
considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material
respects, the information set forth therein.
New York, New York
February 25, 2005
II-5
SCHEDULE I
PLATINUM UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
SUMMARY OF INVESTMENTS OTHER THAN INVESTMENTS IN
RELATED PARTIES
As of December 31, 2004
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount at | |
|
|
|
|
|
|
Which | |
|
|
|
|
|
|
Shown in | |
|
|
|
|
|
|
Balance | |
|
|
Cost | |
|
Fair Value | |
|
Sheet | |
|
|
| |
|
| |
|
| |
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States Government and government agencies and authorities
|
|
$ |
124,844 |
|
|
|
124,954 |
|
|
$ |
124,954 |
|
|
|
|
State, municipalities and political subdivisions
|
|
|
156,427 |
|
|
|
157,337 |
|
|
|
157,337 |
|
|
|
|
Foreign governments
|
|
|
65,285 |
|
|
|
64,923 |
|
|
|
64,923 |
|
|
|
|
Foreign corporate
|
|
|
280,270 |
|
|
|
282,284 |
|
|
|
282,284 |
|
|
|
|
Public utilities
|
|
|
136,173 |
|
|
|
136,848 |
|
|
|
136,848 |
|
|
|
|
All other corporate
|
|
|
1,460,472 |
|
|
|
1,470,180 |
|
|
|
1,470,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total bonds
|
|
|
2,223,471 |
|
|
|
2,236,526 |
|
|
|
2,236,526 |
|
|
Redeemable preferred stock
|
|
|
3,750 |
|
|
|
3,676 |
|
|
|
3,676 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities
|
|
|
2,227,221 |
|
|
|
2,240,202 |
|
|
|
2,240,202 |
|
Other long term investments
|
|
|
6,749 |
|
|
|
6,769 |
|
|
|
6,769 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
$ |
2,233,970 |
|
|
|
2,246,971 |
|
|
$ |
2,246,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Original cost of fixed maturities reduced by repayments and
adjusted for amortization of premiums and discounts. |
II-6
SCHEDULE II
PLATINUM UNDERWRITERS HOLDINGS, LTD.
(Parent Company)
CONDENSED BALANCE SHEETS
December 31, 2004 and 2003
($ in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
ASSETS |
Investment in affiliates
|
|
$ |
1,135,434 |
|
|
$ |
1,069,521 |
|
Cash
|
|
|
1,945 |
|
|
|
3,413 |
|
Other assets
|
|
|
1,648 |
|
|
|
1,740 |
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
1,139,027 |
|
|
$ |
1,074,674 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
Liabilities
|
|
|
|
|
|
|
|
|
|
Contract adjustment payments
|
|
$ |
2,335 |
|
|
$ |
4,535 |
|
|
Accrued expenses and other liabilities
|
|
|
3,689 |
|
|
|
2,936 |
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
6,024 |
|
|
|
7,471 |
|
|
|
|
|
|
|
|
Shareholders equity
|
|
|
|
|
|
|
|
|
|
Preferred share, $.01 par value, 25,000,000 shares
authorized, no shares issued or outstanding
|
|
|
|
|
|
|
|
|
|
Common shares, $.01 par value, 200,000,000 shares
authorized, 43,087,407 and 43,054,125 shares issued and
outstanding respectively
|
|
|
430 |
|
|
|
430 |
|
|
Additional paid-in capital
|
|
|
911,851 |
|
|
|
910,505 |
|
|
Accumulated other comprehensive income
|
|
|
12,252 |
|
|
|
18,774 |
|
|
Retained earnings
|
|
|
208,470 |
|
|
|
137,494 |
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
1,133,003 |
|
|
|
1,067,203 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$ |
1,139,027 |
|
|
$ |
1,074,674 |
|
|
|
|
|
|
|
|
II-7
SCHEDULE II
PLATINUM UNDERWRITERS HOLDINGS, LTD.
(Parent Company)
CONDENSED STATEMENTS OF INCOME
For the Years Ended December 31, 2004 and 2003, and the
period from
April 19, 2002 (date of inception) through
December 31, 2002
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 | |
|
|
2004 | |
|
2003 | |
|
Period | |
|
|
| |
|
| |
|
| |
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$ |
53 |
|
|
|
46 |
|
|
$ |
179 |
|
|
Other income
|
|
|
2,944 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,997 |
|
|
|
46 |
|
|
|
179 |
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expenses
|
|
|
207 |
|
|
|
344 |
|
|
|
58 |
|
|
Operating expenses
|
|
|
12,722 |
|
|
|
22,661 |
|
|
|
3,986 |
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
12,929 |
|
|
|
23,005 |
|
|
|
4,044 |
|
|
|
|
|
|
|
|
|
|
|
Net loss before equity in earnings of affiliate
|
|
|
(9,932 |
) |
|
|
(22,959 |
) |
|
|
(3,865 |
) |
Equity in earnings of affiliates
|
|
|
94,715 |
|
|
|
167,782 |
|
|
|
10,303 |
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
84,783 |
|
|
|
144,823 |
|
|
$ |
6,438 |
|
|
|
|
|
|
|
|
|
|
|
II-8
SCHEDULE II
PLATINUM UNDERWRITERS HOLDINGS, LTD.
(Parent Company)
CONDENSED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2004 and 2003 and the
period from
April 19, 2002 through December 31, 2002
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before equity in earnings of affiliates
|
|
$ |
(9,932 |
) |
|
|
(22,959 |
) |
|
$ |
(3,865 |
) |
|
Adjustments to reconcile net income to net cash provided in
operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based compensation
|
|
|
1,777 |
|
|
|
5,510 |
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
125 |
|
|
|
|
|
|
|
|
|
|
|
Net increase in other assets and liabilities
|
|
|
1,830 |
|
|
|
(1,550 |
) |
|
|
2,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(6,200 |
) |
|
|
(18,999 |
) |
|
|
(1,639 |
) |
|
|
|
|
|
|
|
|
|
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends and distributions from subsidiaries
|
|
|
22,000 |
|
|
|
33,150 |
|
|
|
|
|
|
Contributions to subsidiaries
|
|
|
(250 |
) |
|
|
|
|
|
|
(896,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
21,750 |
|
|
|
33,150 |
|
|
|
(896,000 |
) |
|
|
|
|
|
|
|
|
|
|
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from shares issued in initial capitalization
|
|
|
|
|
|
|
|
|
|
|
120 |
|
|
Redemption of shares issued in initial capitalization
|
|
|
|
|
|
|
|
|
|
|
(120 |
) |
|
Net proceeds from issuance of common shares
|
|
|
1,566 |
|
|
|
520 |
|
|
|
693,314 |
|
|
Net proceeds from issuance of common shares in private placements
|
|
|
|
|
|
|
|
|
|
|
208,260 |
|
|
Proceeds from exercise of options
|
|
|
7,406 |
|
|
|
678 |
|
|
|
|
|
|
Purchase of common shares
|
|
|
(9,985 |
) |
|
|
|
|
|
|
|
|
|
Change in contract adjustment payment liability
|
|
|
(2,199 |
) |
|
|
(2,104 |
) |
|
|
|
|
|
Dividends paid to shareholders
|
|
|
(13,807 |
) |
|
|
(13,767 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(17,019 |
) |
|
|
(14,673 |
) |
|
|
901,574 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(1,469 |
) |
|
|
(522 |
) |
|
|
3,935 |
|
Cash and cash equivalents at beginning of period
|
|
|
3,413 |
|
|
|
3,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
1,944 |
|
|
|
3,413 |
|
|
$ |
3,935 |
|
|
|
|
|
|
|
|
|
|
|
II-9
SCHEDULE III
PLATINUM UNDERWRITERS HOLDINGS, LTD.
SUPPLEMENTARY INSURANCE INFORMATION
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid | |
|
|
|
Other | |
|
|
|
|
|
Losses and | |
|
Amortization | |
|
|
|
|
|
|
Deferred | |
|
Losses and | |
|
|
|
Policy | |
|
|
|
|
|
Loss | |
|
of Deferred | |
|
|
|
|
|
|
Policy | |
|
Loss | |
|
|
|
Claims and | |
|
Net | |
|
Net | |
|
Adjustment | |
|
Policy | |
|
Other | |
|
Net | |
|
|
Acquisition | |
|
Adjustment | |
|
Unearned | |
|
Benefits | |
|
Earned | |
|
Investment | |
|
Expenses | |
|
Acquisition | |
|
Operating | |
|
Written | |
Period |
|
Costs | |
|
Expenses | |
|
Premiums | |
|
Payable | |
|
Premium | |
|
Income | |
|
Incurred | |
|
Costs | |
|
Expenses | |
|
Premiums | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Year ended December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Marine
|
|
$ |
15,747 |
|
|
|
410,347 |
|
|
|
64,985 |
|
|
|
|
|
|
|
485,135 |
|
|
|
|
|
|
|
349,557 |
|
|
|
58,792 |
|
|
|
|
|
|
$ |
504,439 |
|
|
Casualty
|
|
|
72,454 |
|
|
|
715,314 |
|
|
|
278,634 |
|
|
|
|
|
|
|
611,893 |
|
|
|
|
|
|
|
418,355 |
|
|
|
118,734 |
|
|
|
|
|
|
|
677,399 |
|
|
Finite Risk
|
|
|
47,837 |
|
|
|
253,566 |
|
|
|
155,917 |
|
|
|
|
|
|
|
350,907 |
|
|
|
|
|
|
|
251,892 |
|
|
|
46,781 |
|
|
|
|
|
|
|
464,175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
136,038 |
|
|
|
1,379,227 |
|
|
|
499,536 |
|
|
|
|
|
|
|
1,447,935 |
|
|
|
84,532 |
|
|
|
1,019,804 |
|
|
|
224,307 |
|
|
|
13,196 |
|
|
|
1,646,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2003:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Marine
|
|
|
9,076 |
|
|
|
231,719 |
|
|
|
44,667 |
|
|
|
|
|
|
|
355,556 |
|
|
|
|
|
|
|
169,944 |
|
|
|
48,756 |
|
|
|
|
|
|
|
352,908 |
|
|
Casualty
|
|
|
61,181 |
|
|
|
320,585 |
|
|
|
224,611 |
|
|
|
|
|
|
|
391,170 |
|
|
|
|
|
|
|
266,836 |
|
|
|
87,620 |
|
|
|
|
|
|
|
474,000 |
|
|
Finite Risk
|
|
|
9,050 |
|
|
|
179,614 |
|
|
|
30,578 |
|
|
|
|
|
|
|
320,801 |
|
|
|
|
|
|
|
147,391 |
|
|
|
90,864 |
|
|
|
|
|
|
|
345,234 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
79,307 |
|
|
|
731,918 |
|
|
|
299,856 |
|
|
|
|
|
|
|
1,067,527 |
|
|
|
57,645 |
|
|
|
584,171 |
|
|
|
227,240 |
|
|
|
92,595 |
|
|
|
1,172,142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period from November 1, 2002 through December 31, 2002:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Marine
|
|
|
11,307 |
|
|
|
101,473 |
|
|
|
46,294 |
|
|
|
|
|
|
|
43,047 |
|
|
|
|
|
|
|
21,558 |
|
|
|
6,206 |
|
|
|
|
|
|
|
89,341 |
|
|
Casualty
|
|
|
33,568 |
|
|
|
121,586 |
|
|
|
125,609 |
|
|
|
|
|
|
|
39,320 |
|
|
|
|
|
|
|
29,498 |
|
|
|
5,699 |
|
|
|
|
|
|
|
164,929 |
|
|
Finite Risk
|
|
|
4,457 |
|
|
|
58,600 |
|
|
|
19,113 |
|
|
|
|
|
|
|
24,731 |
|
|
|
|
|
|
|
9,300 |
|
|
|
2,544 |
|
|
|
|
|
|
|
43,844 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
49,332 |
|
|
|
281,659 |
|
|
|
191,016 |
|
|
|
|
|
|
$ |
107,098 |
|
|
|
5,211 |
|
|
|
60,356 |
|
|
|
14,449 |
|
|
|
16,334 |
|
|
$ |
298,114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II-10
SCHEDULE IV
PLATINUM UNDERWRITERS HOLDINGS, LTD.
REINSURANCE
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage |
|
|
|
|
Ceded to | |
|
Assumed | |
|
|
|
of Amount |
|
|
Direct | |
|
Other | |
|
from Other | |
|
|
|
Assumed |
Description |
|
Amount | |
|
Companies | |
|
Companies | |
|
Net Amount | |
|
to Net |
|
|
| |
|
| |
|
| |
|
| |
|
|
Property and liability premiums written:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Marine
|
|
|
|
|
|
$ |
13,029 |
|
|
|
517,468 |
|
|
$ |
504,439 |
|
|
102.6% |
|
|
Casualty
|
|
|
|
|
|
|
748 |
|
|
|
678,147 |
|
|
|
677,399 |
|
|
100.1% |
|
|
Finite Risk
|
|
|
|
|
|
|
|
|
|
|
464,175 |
|
|
|
464,175 |
|
|
100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
13,777 |
|
|
|
1,659,790 |
|
|
|
1,646,013 |
|
|
100.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2003:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Marine
|
|
|
|
|
|
$ |
25,156 |
|
|
|
378,064 |
|
|
$ |
352,908 |
|
|
107.1% |
|
|
Casualty
|
|
|
|
|
|
|
1,175 |
|
|
|
475,175 |
|
|
|
474,000 |
|
|
100.2% |
|
|
Finite Risk
|
|
|
|
|
|
|
|
|
|
|
345,234 |
|
|
|
345,234 |
|
|
100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
26,331 |
|
|
|
1,198,473 |
|
|
|
1,172,142 |
|
|
102.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period ended December 31, 2002:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Marine
|
|
|
|
|
|
|
|
|
|
|
89,341 |
|
|
|
89,341 |
|
|
100.0% |
|
|
Casualty
|
|
|
|
|
|
|
|
|
|
|
164,929 |
|
|
|
164,929 |
|
|
100.0% |
|
|
Finite Risk
|
|
|
|
|
|
|
|
|
|
|
43,844 |
|
|
|
43,844 |
|
|
100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
$ |
|
|
|
|
298,114 |
|
|
$ |
298,114 |
|
|
100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II-11
(a) Undertaking related to Rule 415 offering:
The undersigned registrant hereby undertakes:
|
|
|
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement: |
|
|
|
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act; |
|
|
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate
offering price set forth in the Calculation of
Registration Fee table in the effective registration
statement; |
|
|
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement; |
|
|
|
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof. |
|
|
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering. |
|
|
|
provided, however, that paragraphs (1)(i) and
(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in
the registration statement. |
(b) Undertaking related to filings incorporating subsequent
Exchange Act documents by reference:
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the registrants annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plans
annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Undertaking related to registration on Form S-4 or
F-4 of securities offered for resale:
The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this
registration statement, by any person or party who is deemed to
be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form
with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the
other items of the applicable form.
The registrant undertakes that every prospectus:
(i) that is filed pursuant to the immediately preceding
paragraph, or (ii) that purports to meet the requirements
of Section 10(a)(3) of the Securities Act and is used in
connection with an offering of securities subject to
Rule 415, will be filed as a part of
II-12
an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(d) Undertaking related to acceleration of effectiveness:
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that
in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by the director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
(e) Undertaking related to requests for information:
The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into
the prospectus pursuant to Item 4, 10(b), 11, or 13 of
this form, within one business day of receipt of such request,
and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained
in documents filed subsequent to the effective date of the
registration statement through the date of responding to the
request.
(f) Undertaking related to post-effective amendments:
The undersigned registrant hereby undertakes to supply by means
of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Platinum Underwriters Holdings, Ltd. has duly caused
this Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in Pembroke, Bermuda, on the
21st
day of October, 2005.
|
|
|
PLATINUM UNDERWRITERS HOLDINGS, LTD. |
|
|
|
|
By |
/s/ Gregory E.A. Morrison
|
|
|
|
|
|
Gregory E.A. Morrison |
|
President, Chief Executive Officer and |
|
Director |
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 1 to the Registration Statement has
been signed below by the following persons in the capacities and
on the dates indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
*
Steven
H. Newman |
|
Chairman of the Board of Directors |
|
October 21, 2005 |
|
/s/
Gregory E.A. Morrison
Gregory
E.A. Morrison |
|
President, Chief Executive Officer, and Director (Principal
Executive Officer) |
|
October 21, 2005 |
|
*
Joseph
F. Fisher |
|
Executive Vice President and Chief Financial Officer (Principal
Financial & Accounting Officer) |
|
October 21, 2005 |
|
*
H.
Furlong Baldwin |
|
Director |
|
October 21, 2005 |
|
*
Jonathan
F. Bank |
|
Director |
|
October 21, 2005 |
|
*
Dan
R. Carmichael |
|
Director |
|
October 21, 2005 |
|
*
Robert
V. Deutsch |
|
Director |
|
October 21, 2005 |
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*
Peter
T. Pruitt |
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Director |
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October 21, 2005 |
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*
Donald
Puglisi |
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Authorized Representative in the United States |
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October 21, 2005 |
/s/ Gregory E.A.
Morrison
*Gregory
E.A. Morrison
ATTORNEY-IN-FACT |
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II-14
SIGNATURES
Pursuant to the requirements of the Securities Act, as amended,
Platinum Underwriters Finance, Inc. has duly caused this
Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
Pembroke, Bermuda, on the
21st
day of October, 2005.
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PLATINUM UNDERWRITERS FINANCE, INC. |
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By |
/s/ Gregory E.A. Morrison
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Gregory E.A. Morrison |
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President, Chief Executive Officer and |
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Director |
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, as amended,
this Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on
the dates indicated.
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Signature |
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Title |
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Date |
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*
Steven
H. Newman |
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Chairman of the Board of Directors |
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October 21, 2005 |
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/s/ Gregory E.A.
Morrison
Gregory
E.A. Morrison |
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President, Chief Executive Officer and Director (Principal
Executive Officer) |
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October 21, 2005 |
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*
Joseph
F. Fisher |
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Executive Vice President, Chief Financial Officer and Director
(Principal Financial & Accounting Officer) |
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October 21, 2005 |
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/s/ Gregory E.A.
Morrison
*Gregory
E.A. Morrison
ATTORNEY-IN-FACT |
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II-15
INDEX TO EXHIBITS
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Exhibit No. |
|
Description |
|
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|
|
*3 |
.1 |
|
Memorandum of Association of Platinum Holdings
incorporated by reference to Exhibit 3.1 of Amendment
No. 2 to the Registration Statement of Platinum Holdings on
Form S-1 dated June 3, 2002. |
|
*3 |
.2 |
|
Bye-Laws of Platinum Holdings incorporated by
reference to Exhibit 3.1 to the Platinum Holdings Quarterly
Report on Form 10-Q dated August 6, 2004. |
|
*3 |
.3 |
|
Certificate of Incorporation of Platinum Finance
incorporated by reference to Exhibit 3.3 to the
Registration Statement of Platinum Holdings and Platinum
Finance, as Registrants, on Form S-1 dated August 30,
2002. |
|
*3 |
.4 |
|
By-Laws of Platinum Finance incorporated by
reference to Exhibit 3.4 to the Registration Statement of
Platinum Holdings and Platinum Finance, as Registrants, on
Form S-1 dated August 30, 2002. |
|
*4 |
.1 |
|
Indenture dated as of October 10, 2002 by and among
Platinum Holdings, Platinum Finance and JPMorgan Chase
Bank incorporated by reference to Exhibit 4.2
to the 2002 Annual Report on Form 10-K of Platinum Holdings
dated March 31, 2003. |
|
*4 |
.2 |
|
First Supplemental Indenture dated as of November 1, 2002,
by and among Platinum, Platinum Finance and JPMorgan Chase
Bank incorporated by reference to Exhibit 4.3
to the 2002 Annual Report on Form 10-K of Platinum Holdings
dated March 31, 2003. |
|
*4 |
.3 |
|
Second Supplemental Indenture dated as of August 16, 2005
between Platinum Underwriters Holdings, Ltd., Platinum
Underwriters Finance, Inc. and JPMorgan Chase Bank,
N.A. incorporated by reference to Exhibit 4.2
to the Platinum Holdings Form 8-K dated August 17,
2005. |
|
*4 |
.4 |
|
Exchange and Registration Rights Agreement, dated as of
August 16, 2005 among Platinum Underwriters Holdings, Ltd.,
Platinum Underwriters Finance, Inc. Goldman, Sachs &
Co. and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as remarketing
agents incorporated by reference to Exhibit 4.1
to the Platinum Holdings Form 8-K dated
August 17, 2005. |
|
4 |
.5 |
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Form of Exchange Note and Guarantee. |
|
*4 |
.6 |
|
Indenture, dated as of May 26, 2005, among Platinum
Underwriters Holdings, Ltd., Platinum Underwriters Finance, Inc.
and JPMorgan Chase Bank, N.A., as Trustee
incorporated by reference to Exhibit 4.1 to the Platinum
Holdings Form 8-K dated May 27, 2005. |
|
*4 |
.7 |
|
First Supplemental Indenture, dated as of May 26, 2005,
among Platinum Underwriters Holdings, Ltd., Platinum
Underwriters Finance, Inc. and JPMorgan Chase Bank, N.A., as
Trustee incorporated by reference to
Exhibit 4.2 to the Platinum Holdings Form 8-K
dated May 27, 2005. |
|
*4 |
.8 |
|
Exchange and Registration Rights Agreement, dated as of
May 26, 2005 among Platinum Underwriters Holdings, Ltd.,
Platinum Underwriters Finance, Inc. and Goldman,
Sachs & Co., as Initial Purchaser
incorporated by reference to Exhibit 4.3 to the Platinum
Holdings Form 8-K dated May 27, 2005. |
|
5 |
.1 |
|
Opinion of Dewey Ballantine LLP as to the legality of the
Exchange Notes and the Guarantee. |
|
5 |
.2 |
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Opinion of Conyers Dill & Pearman. |
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*10 |
.1 |
|
Remarketing Agreement, dated August 8, 2005, by and among
Platinum Underwriters Holdings, Ltd., Platinum Underwriters
Finance, Inc., Goldman, Sachs & Co. and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated incorporated by reference to
Exhibit 10.1 to the Platinum Holdings Form 8-K
dated August 9, 2005. |
|
*10 |
.2 |
|
Jurisdiction Agreement, dated August 8, 2005, by and among
Platinum Underwriters Holdings, Ltd., Platinum Underwriters
Finance, Inc., Goldman, Sachs & Co. and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated incorporated by reference to
Exhibit 10.2 to the Platinum Holdings Form 8-K dated
August 9, 2005. |
|
*10 |
.3 |
|
Purchase Agreement, dated May 20, 2005, by and among
Platinum Underwriters Holdings, Ltd., Platinum Underwriters
Finance, Inc. and Goldman, Sachs & Co., as initial
purchaser incorporated by reference to
Exhibit 10.1 to the Platinum Holdings Form 8-K dated
May 24, 2005. |
II-16
|
|
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|
Exhibit No. |
|
Description |
|
|
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*10 |
.4 |
|
Jurisdiction Agreement, dated May 20, 2005, by and among
Platinum Underwriters Holdings, Ltd., Platinum Underwriters
Finance, Inc. and Goldman, Sachs & Co., as initial
purchaser incorporated by reference to
Exhibit 10.2 to the Platinum Holdings Form 8-K dated
May 24, 2005. |
|
**12 |
.1 |
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Statement re: Computations of Ratios. |
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*21 |
.1 |
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Subsidiaries of Platinum Holdings incorporated by
reference to Exhibit 21.1 to the 2004 Annual Report on
Form 10-K of Platinum Holdings dated March 16, 2005. |
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23 |
.1 |
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Consent of KPMG (New York, New York). |
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23 |
.2 |
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Consent of KPMG (Minneapolis, Minnesota). |
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23 |
.3 |
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Consent of Dewey Ballantine LLP (included in Exhibit 5.1). |
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23 |
.4 |
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Consent of Conyers Dill & Pearman (included in
Exhibit 5.2). |
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**24 |
.1 |
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Power of Attorney for Platinum Holdings (included in signature
page). |
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**24 |
.2 |
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Power of Attorney for Platinum Finance (included in signature
page). |
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**25 |
.1 |
|
Form T-1 re: eligibility of JPMorgan Chase Bank, N.A. to
act as Trustee under the Indenture. |
|
**99 |
.1 |
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Form of Letter of Transmittal. |
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**99 |
.2 |
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees. |
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**99 |
.3 |
|
Form of Letter to Clients. |
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**99 |
.4 |
|
Form of Notice of Guaranteed Delivery. |
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* |
Incorporated by reference from other documents filed with the
SEC as indicated. |
II-17