SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q10-Q/A
QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: Commission File Number:
SEPTEMBER 30, 2002 1-13816
- --------------------- -----------------------
EVEREST REINSURANCE HOLDINGS, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 22-3263609
- ------------------------ ----------------------------
(State or other juris- (IRS Employer Identification
diction of incorporation Number)
or organization)
477 MARTINSVILLE ROAD
POST OFFICE BOX 830
LIBERTY CORNER, NEW JERSEY 07938-0830
(908) 604-3000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
- --------------------------------------------------------------------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.
YES X NO
------- -------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Number of Shares Outstanding
Class at November 1,5, 2002
----- ----------------------------
COMMON STOCK, $.01 PAR VALUE 1,000
The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this form with the reduced disclosure
format permitted by General Instruction H of Form 10-Q.
EVEREST REINSURANCE HOLDINGS, INC.
INDEX TO FORM 10-Q10-Q/A
PART I
FINANCIAL INFORMATION
PAGE
ITEM 1. FINANCIAL STATEMENTS ----
--------------------
Consolidated Balance Sheets at September 30, 2002 (unaudited)
and December 31, 2001 3
Consolidated Statements of Operations and Comprehensive Income
for the three months and nine months ended September 30,
2002 and 2001(unaudited) 4
Consolidated Statements of Changes in Stockholders' Equity for
the three months and nine months ended September 30, 2002
and 2001 (unaudited) 5
Consolidated Statements of Cash Flows for the three months and nine
months ended September 30, 2002 and 2001 (unaudited) 6
Notes to Consolidated Interim Financial Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
OF FINANCIAL CONDITION AND RESULTS OF OPERATION 161
-----------------------------------------------
ITEM 4. CONTROLS AND PROCEDURES 27
-----------------------
PART II
OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS 28
-----------------
ITEM 5. OTHER INFORMATION None
-----------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 2812
--------------------------------
PART I - ITEM 1
EVEREST REINSURANCE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except par value per share)
September 30, December 31,
------------- -------------
2002 2001
------------- -------------
(unaudited)
ASSETS:
Fixed maturities - available for sale, at market value
(amortized cost: 2002, $4,101,825; 2001, $4,051,833) $ 4,337,478 $ 4,186,923
Equity securities, at market value
(cost: 2002, $79,380; 2001, $66,412) 69,033 67,453
Short-term investments 322,412 115,850
Other invested assets 35,932 32,039
Cash 106,458 67,509
------------- -------------
Total investments and cash 4,871,313 4,469,774
Accrued investment income 68,220 64,972
Premiums receivable 606,203 454,548
Reinsurance receivables 1,639,259 1,471,357
Funds held by reinsureds 116,551 149,710
Deferred acquisition costs 152,143 114,948
Prepaid reinsurance premiums 123,537 48,100
Deferred tax asset 143,771 178,476
Other assets 84,966 60,496
------------- -------------
TOTAL ASSETS $ 7,805,963 $ 7,012,381
============= =============
LIABILITIES:
Reserve for losses and adjustment expenses $ 4,531,070 $ 4,274,335
Unearned premium reserve 741,215 473,308
Funds held under reinsurance treaties 354,322 308,811
Losses in the course of payment 55,100 83,360
Contingent commissions 4,717 3,345
Other net payable to reinsurers 127,537 132,252
Current federal income taxes (11,818) (30,365)
8.5% Senior notes due 3/15/2005 249,758 249,694
8.75% Senior notes due 3/15/2010 199,137 199,077
Revolving credit agreement borrowings 125,000 105,000
Interest accrued on debt and borrowings 2,274 11,944
Other liabilities 152,573 90,211
------------- -------------
Total liabilities 6,530,885 5,900,972
------------- -------------
STOCKHOLDER'S EQUITY:
Common stock, par value: $0.01; 200 million shares authorized;
1,000 shares issued in 2002 and 2001 - -
Additional paid-in capital 259,432 258,775
Accumulated other comprehensive income, net of
deferred income taxes of $72.8 million in 2002 and $40.8
million in 2001 135,349 76,003
Retained earnings 880,297 776,631
------------- -------------
Total stockholder's equity 1,275,078 1,111,409
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 7,805,963 $ 7,012,381
============= =============
The accompanying notes are an integral part of the consolidated financial
statements.
3
EVEREST REINSURANCE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Dollars in thousands, except per share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
(unaudited) (unaudited)
REVENUES:
Premiums earned $ 456,387 $ 343,022 $ 1,366,112 $ 1,060,396
Net investment income 64,402 65,316 194,673 201,425
Net realized capital (loss) (7,074) (991) (45,944) (1,696)
Net derivative (expense) (1,009) - (1,259) -
Other income (expense) 540 (1,597) (3,941) (135)
------------ ------------ ------------ ------------
Total revenues 513,246 405,750 1,509,641 1,259,990
------------ ------------ ------------ ------------
CLAIMS AND EXPENSES:
Incurred loss and loss adjustment expenses 328,831 358,489 966,981 889,478
Commission, brokerage, taxes and fees 107,872 109,432 333,107 288,111
Other underwriting expenses 16,581 14,674 45,980 40,922
Interest expense on senior notes 9,730 9,726 29,186 29,176
Interest expense on credit facility 966 1,574 2,728 6,090
------------ ------------ ------------ ------------
Total claims and expenses 463,980 493,895 1,377,982 1,253,777
------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE TAXES 49,266 (88,145) 131,659 6,213
Income tax expense (benefit) 14,463 (35,063) 27,993 (14,058)
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ 34,803 ($ 53,082) $ 103,666 $ 20,271
============ ============ ============ ============
Other comprehensive income, net of tax 68,840 35,292 59,346 45,391
------------ ------------ ------------ ------------
COMPREHENSIVE INCOME (LOSS) $ 103,643 ($ 17,790) $ 163,012 $ 65,662
============ ============ ============ ============
The accompanying notes are an integral part of the consolidated financial
statements.
4
EVEREST REINSURANCE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDER'S EQUITY
(Dollars in thousands, except per share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------- --------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
(unaudited) (unaudited)
COMMON STOCK (shares outstanding):
Balance, beginning of period 1,000 1,000 1,000 1,000
Issued during the period - - - -
----------- ----------- ----------- -----------
Balance, end of period 1,000 1,000 1,000 1,000
=========== =========== =========== ===========
COMMON STOCK (par value):
Balance, beginning of period $ - $ - $ - $ -
Common stock retired during the period - - - -
----------- ----------- ----------- -----------
Balance, end of period - - - -
----------- ----------- ----------- -----------
ADDITIONAL PAID IN CAPITAL:
Balance, beginning of period 259,411 257,928 258,775 255,359
Common stock issued during the period 21 584 657 3,153
----------- ----------- ----------- -----------
Balance, end of period 259,432 258,512 259,432 258,512
----------- ----------- ----------- -----------
ACCUMULATED OTHER COMPREHENSIVE INCOME,
NET OF DEFERRED INCOME TAXES:
Balance, beginning of period 66,509 66,846 76,003 56,747
Net increase during the period 68,840 35,292 59,346 45,391
----------- ----------- ----------- -----------
Balance, end of period 135,349 102,138 135,349 102,138
----------- ----------- ----------- -----------
RETAINED EARNINGS:
Balance, beginning of period 845,494 811,734 776,631 738,381
Net income (loss) 34,803 (53,082) 103,666 20,271
----------- ----------- ----------- -----------
Balance, end of period 880,297 758,652 880,297 758,652
----------- ----------- ----------- -----------
TOTAL STOCKHOLDER'S EQUITY, END OF PERIOD $ 1,275,078 $ 1,119,302 $ 1,275,078 $ 1,119,302
=========== =========== =========== ===========
The accompanying notes are an integral part of the consolidated financial
statements.
5
EVEREST REINSURANCE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------- ------------------------
2002 2001 2002 2001
---------- ---------- ---------- ----------
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 34,803 $ (53,082) $ 103,666 $ 20,271
Adjustments to reconcile net income to
net cash provided by operating activities:
(Increase) in premiums receivable (51,001) (25,957) (148,862) (69,682)
Increase in funds held, net 44,077 79,548 76,910 97,476
(Increase) in reinsurance receivables (88,498) (191,019) (157,057) (245,459)
Decrease (increase) in deferred tax asset 16,993 (7,063) 7,019 (40,365)
Increase in reserve for losses and loss
adjustment expenses 91,407 286,592 230,065 357,387
Increase in unearned premiums 100,647 13,326 266,115 103,798
(Increase) in other assets and liabilities (22,511) (51,784) (166,603) (79,332)
Accrual of bond discount/amortization of bond premium (2,169) (1,575) (6,332) (4,107)
Amortization of underwriting discount on senior notes 42 38 124 113
Realized capital losses 7,074 991 45,944 1,696
---------- ---------- ---------- ----------
Net cash provided by operating activities 130,864 50,015 250,989 141,796
---------- ---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from fixed maturities matured/called - available
for sa1e 155,982 78,507 340,555 205,794
Proceeds from fixed maturities sold - available for sale 157,604 101,835 610,234 312,974
Proceeds from equity securities sold - - 19,940 28,949
Proceeds from other invested assets sold 4 3 3,064 26
Cost of fixed maturities acquired - available for sale (292,701) (188,535) (1,025,585) (721,676)
Cost of equity securities acquired (22,978) (9,048) (32,276 (29,075)
Cost of other invested assets acquired (4,529) (70) (6,368) (578)
Net (purchases) sales of short-term securities (145,586) 74,443 (206,169) 149,806
Net (decrease) increase in unsettled
securities transactions (11,327) (59,258) 56,326 12,801
---------- ---------- ---------- ----------
Net cash (used in) investing activities (163,531) (2,123) (240,279) (40,979)
---------- ---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued during the period 21 584 657 3,153
Borrowing on revolving credit agreement 25,000 - 45,000 22,000
Repayments on revolving credit agreement (5,000) - (25,000) (123,000)
---------- ---------- ---------- ----------
Net cash provided by (used in) financing activities 20,021 584 20,657 (97,847)
---------- ---------- ---------- ----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 2,807 7,129 7,582 (97)
---------- ---------- ---------- ----------
Net (decrease) increase in cash (9,839) 55,605 38,949 2,873
Cash, beginning of period 116,297 15,665 67,509 68,397
---------- ---------- ---------- ----------
Cash, end of period $ 106,458 $ 71,270 $ 106,458 $ 71,270
========== ========== ========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash transactions:
Income taxes paid, net $ 12,747 $ 33 $ 6,052 $ 53,961
Interest paid $ 20,291 $ 20,621 $ 41,461 $ 45,278
The accompanying notes are an integral part of the consolidated financial
statements.
6
EVEREST REINSURANCE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
1. GENERAL
As used in this document, "Holdings" means Everest Reinsurance Holdings, Inc.,
"Group" means Everest Re Group, Ltd., "Bermuda Re" means Everest Reinsurance
(Bermuda), Ltd., "Everest Re" means Everest Reinsurance Company and the
"Company" means Everest Reinsurance Holdings, Inc. and its subsidiaries.
The consolidated financial statements of the Company for the three and nine
months ended September 30, 2002 and 2001 include all adjustments, consisting of
normal recurring accruals, which, in the opinion of management, are necessary
for a fair presentation of the results on an interim basis. Certain financial
information, which is normally included in annual financial statements prepared
in accordance with generally accepted accounting principles in the United States
of America, has been omitted since it is not required for interim reporting
purposes. The year-end consolidated balance sheet data was derived from audited
financial statements, but does not include all disclosures required by generally
accepted accounting principles in the United States of America. The results for
the three and nine months ended September 30, 2002 and 2001 are not necessarily
indicative of the results for a full year. These financial statements should be
read in conjunction with the audited consolidated financial statements and notes
thereto for the years ended December 31, 2001, 2000 and 1999 included in the
Company's most recent Form 10-K filing.
2. UNIVERSAL SHELF REGISTRATION STATEMENT
On July 30, 2002, the Company filed a shelf registration statement on Form S-3
with the Securities and Exchange Commission, which provides for the issuance of
up to $475.0 million of securities. Generally, under this shelf registration
statement, Group may issue common shares, preferred shares, debt, warrants and
hybrid securities, Holdings may issue debt securities and warrants and Everest
Re Capital Trust may issue trust preferred securities. This shelf registration
statement became effective on September 26, 2002.
3. CONTINGENCIES
The Company continues to receive claims under expired contracts which assert
alleged injuries and/or damages relating to or resulting from toxic torts, toxic
waste and other hazardous substances, such as asbestos. The Company's asbestos
claims typically involve potential liability for bodily injury from exposure to
asbestos or for property damage resulting from asbestos or products containing
asbestos. The Company's environmental claims typically involve potential
liability for (a) the mitigation or remediation of environmental contamination
or (b) bodily injury or property damages caused by the release of hazardous
substances into the land, air or water.
The Company's reserves include an estimate of the Company's ultimate liability
for asbestos and environmental claims for which ultimate value cannot be
estimated using traditional reserving techniques. There are significant
uncertainties in estimating the amount of the Company's potential losses from
7
EVEREST REINSURANCE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
asbestos and environmental claims. Among the complications are: (a) potentially
long waiting periods between exposure and manifestation of any bodily injury or
property damage; (b) difficulty in identifying sources of asbestos or
environmental contamination; (c) difficulty in properly allocating
responsibility and/or liability for asbestos or environmental damage; (d)
changes in underlying laws and judicial interpretation of those laws; (e)
potential for an asbestos or environmental claim to involve many insurance
providers over many policy periods; (f) long reporting delays, both from
insureds to insurance companies and ceding companies to reinsurers; (g)
historical data concerning asbestos and environmental losses, which is more
limited and variable than historical information on other types of casualty
claims; (h) questions concerning interpretation and application of insurance and
reinsurance coverage; and (i) uncertainty regarding the number and identity of
insureds with potential asbestos or environmental exposure.
With respect to asbestos claims in particular, several additional factors have
emerged fairly recently that further compound the difficulty in estimating the
Company's liability. These developments include: (a) continued growth in the
number of claims filed, in part reflecting a much more aggressive plaintiff bar;
(b) a disproportional percentage of claims filed by individuals with no
functional injury from asbestos, claims with little to no financial value but
that have increasingly been considered in jury verdicts and settlements; (c) the
growth in the number and significance of bankruptcy filings by companies as a
result of asbestos claims; (d) the growth in claim filings against defendants
formerly regarded as "peripheral"; (e) the concentration of claims in a small
number of states that favor plaintiffs; (f) the growth in the number of claims
that might impact the general liability portion of insurance policies rather
than the product liability portion; (g) responses in which specific courts have
adopted measures to ameliorate the worst procedural abuses; and (h) the
potential that the U. S. Congress may consider legislation to address the
asbestos litigation issue.
Management believes that these factors continue to render reserves for asbestos
and environmental losses significantly less subject to traditional actuarial
methods than are reserves on other types of losses. Given these uncertainties,
management believes that no meaningful range for such ultimate losses can be
established. The Company establishes reserves to the extent that, in the
judgement of management, the facts and prevailing law reflect an exposure for
the Company or its ceding companies. In connection with the acquisition of Mt.
McKinley Insurance Company ("Mt. McKinley"), which has significant exposure to
asbestos and environmental claims, Prudential Property and Casualty Insurance
Company ("Prupac"), a subsidiary of The Prudential Insurance Company of America
("The Prudential"), provided reinsurance to Mt. McKinley covering 80% ($160.0
million) of the first $200.0 million of any adverse development of Mt.
McKinley's reserves as of September 19, 2000 and The Prudential guaranteed
Prupac's obligations to Mt. McKinley. Through September 30, 2002, cessions under
this reinsurance agreement have reduced the available remaining limits to $126.4
million net of coinsurance. Effective September 19, 2000, Mt. McKinley and
Bermuda Re entered into a loss portfolio transfer reinsurance agreement, whereby
Mt. McKinley transferred, for what management believes to be arm's-length
consideration, all of its net insurance exposures and reserves, including
allocated and unallocated loss adjustment expenses to Bermuda Re. Due to the
uncertainties discussed above, the ultimate losses may vary materially from
8
EVEREST REINSURANCE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
current loss reserves and, depending on coverage under the Company's various
reinsurance arrangements, could have a material adverse effect on the Company's
future financial condition, results of operations and cash flows.
The following table shows the development of prior year asbestos and
environmental reserves on both a gross and net of retrocessional basis for the
three and nine months ended September 30, 2002 and 2001:
(dollar amounts in thousands) Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
-----------------------------------------------------------------
Gross basis:
Beginning of period reserves $ 639,102 $ 673,927 $ 644,390 $ 693,704
Incurred losses - 12,563 30,000 29,673
Paid losses (22,148) (18,830) (57,436) (55,717)
-----------------------------------------------------------------
End of period reserves $ 616,954 $ 667,660 $ 616,954 $ 667,660
=================================================================
Net basis:
Beginning of period reserves $ 262,602 $ 298,758 $ 276,169 $ 317,196
Incurred losses - - 1,885 -
Paid losses (11,609) (10,471) (27,061) (28,909)
-----------------------------------------------------------------
End of period reserves $ 250,993 $ 288,287 $ 250,993 $ 288,287
=================================================================
At September 30, 2002, the gross reserves for asbestos and environmental losses
were comprised of $107.9 million representing case reserves reported by ceding
companies, $49.6 million representing additional case reserves established by
the Company on assumed reinsurance claims, $165.5 million representing case
reserves established by the Company on direct excess insurance claims, including
Mt. McKinley, and $294.0 million representing incurred but not reported ("IBNR")
reserves.
In the ordinary course of business, the Company is involved in lawsuits,
arbitrations and other formal and informal dispute resolution procedures, the
outcomes of which will determine the Company's rights and obligations under
insurance and reinsurance agreements and other more general contracts. In some
disputes, the Company seeks to enforce its rights under an agreement or to
collect funds owing to it. In other matters, the Company is resisting attempts
by others to collect funds or enforce alleged rights. Such disputes are resolved
through formal and informal means, including litigation and arbitration.
9
EVEREST REINSURANCE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
In all such matters, the Company believes that its positions are legally and
commercially reasonable. The Company also regularly evaluates those positions
including, where appropriate, consideration during the processes by which it
establishes it insurance reserves. The Company's aggregate reserves take into
account the possibility that the Company may not ultimately prevail in each and
every disputed matter. The Company believes its aggregate reserves reduce the
potential that an adverse resolution of one or more of these matters, at any
point in time, would have a material impact on the Company's financial condition
or results of operations. However, there can be no assurances that adverse
resolutions of such matters in any one period or in the aggregate will not
result in a material impact.
The Company does not believe that there are any other material pending legal
proceedings to which it or any of its subsidiaries or their properties are
subject.
The Prudential sells annuities which are purchased by property and casualty
insurance companies to settle certain types of claim liabilities. In 1993 and
prior years, the Company, for a fee, accepted the claim payment obligation of
these property and casualty insurers, and, concurrently, became the owner of the
annuity or assignee of the annuity proceeds. In these circumstances, the Company
would be liable if The Prudential were unable to make the annuity payments. The
estimated cost to replace all such annuities for which the Company was
contingently liable at September 30, 2002 was $149.6 million.
The Company has purchased annuities from an unaffiliated life insurance company
with an A+ (superior) rating from A.M. Best to settle certain claim liabilities
of the Company. Should the life insurance company become unable to make the
annuity payments, the Company would be liable for those claim liabilities. The
estimated cost to replace such annuities at September 30, 2002 was $14.5
million.
4. OTHER COMPREHENSIVE INCOME
The Company's other comprehensive income is comprised as follows:
(dollar amounts in thousands) Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
-------------------------------------------------------------
Net unrealized appreciation of
investments, net of deferred
income taxes $ 69,735 $ 36,424 $ 57,903 $ 47,339
Currency translation adjustments, net
of deferred income taxes (895) (1,132) 1,443 (1,948)
-------------------------------------------------------------
Other comprehensive income, net of
deferred income taxes $ 68,840 $ 35,292 $ 59,346 $ 45,391
=============================================================
10
EVEREST REINSURANCE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
5. CREDIT LINE
On December 21, 1999, the Company entered into a three-year senior revolving
credit facility with a syndicate of lenders (the "Credit Facility"). First Union
National Bank is the administrative agent for the Credit Facility. The Credit
Facility is used for liquidity and general corporate purposes. The Credit
Facility provides for the borrowing of up to $150.0 million with interest at a
rate selected by the Company equal to either (i) the Base Rate (as defined
below) or (ii) an adjusted London InterBank Offered Rate ("LIBOR") plus a
margin. The Base Rate is the higher of the rate of interest established by First
Union National Bank from time to time as its prime rate or the Federal Funds
rate plus 0.5% per annum. On December 18, 2000, the Credit Facility was amended
to extend the borrowing limit to $235.0 million for a period of 120 days. This
120-day period expired during the three months ended September 30, 2001, after
which the limit reverted to $150.0 million. The amount of margin and the fees
payable for the Credit Facility depends upon the Company's senior unsecured debt
rating. Group has guaranteed the Company's obligations under the Credit
Facility.
The Credit Facility requires Group to maintain a debt to capital ratio of not
greater than 0.35 to 1, the Company to maintain a minimum interest coverage
ratio of 2.5 to 1 and Everest Re to maintain its statutory surplus at $850.0
million plus 25% of aggregate net income and 25% of aggregate capital
contributions. As of September 30, 2002, the Company was in compliance with
these covenants.
During the three and nine months ended September 30, 2002, the Company made
payments on the Credit Facility of $5.0 million and $25.0 million, respectively,
compared to the $0.0 million and $123.0 million for the three and nine months
ended September 30, 2001. During the three and nine months ended September 30,
2002 the Company made new borrowings of $25.0 million and $45.0 million,
respectively, compared to the $0.0 million and $22.0 million for the three and
nine months ended September 30, 2001. As of September 30, 2002 and 2001, the
Company had outstanding Credit Facility borrowings of $125.0 million and $134.0
million, respectively. Interest expense incurred in connection with these
borrowings was $1.0 million and $1.6 million for the three months ended
September 30, 2002 and 2001, respectively, and $2.7 million and $6.1 million for
the nine months ended September 30, 2002 and 2001, respectively.
6. SENIOR NOTES
During the first quarter of 2000, the Company completed a public offering of
$200.0 million principal amount of 8.75% senior notes due March 15, 2010 and
$250.0 million principal amount of 8.5% senior notes due March 15, 2005.
Interest expense incurred in connection with these senior notes was $9.7 million
for the three months ended September 30, 2002 and 2001, and $29.2 million for
the nine months ended September 30, 2002 and 2001.
11
EVEREST REINSURANCE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
7. SEGMENT REPORTING
The Company, through its subsidiaries, operates in four segments: U.S.
Reinsurance, U.S. Insurance, Specialty Reinsurance and International
Reinsurance. The U.S. Reinsurance operation writes property and casualty treaty
reinsurance through reinsurance brokers as well as directly with ceding
companies within the United States, in addition to property, casualty and
specialty facultative reinsurance through brokers and directly with ceding
companies within the United States. The U.S. Insurance operation writes property
and casualty insurance primarily through general agent relationships and surplus
lines brokers within the United States. The Specialty Reinsurance operation
writes accident and health, marine, aviation and surety business within the
United States and worldwide through brokers and directly with ceding companies.
The International Reinsurance operation writes property and casualty reinsurance
through the Company's branches in London, Canada, and Singapore, in addition to
foreign "home-office" business.
These segments are managed in a carefully coordinated fashion with strong
elements of central control, including with respect to capital, investments and
support operations. As a result, management monitors and evaluates the financial
performance of these operating segments principally based upon their
underwriting gain or loss ("underwriting results"). The Company utilizes
inter-affiliate reinsurance and such reinsurance does not impact segment results
as business is reported in the unit responsible for the business as initially
written with third parties, generally within the segment in which the business
was first produced. Underwriting results include earned premium less incurred
loss and loss adjustment expenses, commission and brokerage expenses and other
underwriting expenses.
The following tables present the relevant underwriting results for the operating
segments for the three and nine months ended September 30, 2002 and 2001, with
all dollar values presented in thousands.
U.S. REINSURANCE
- ---------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
-----------------------------------------------------------
Earned premiums $ 153,940 $ 90,962 $ 458,587 $ 338,626
Incurred losses and loss adjustment
expenses 113,282 168,479 327,425 351,872
Commission and brokerage 32,786 42,593 112,707 106,445
Other underwriting expenses 4,538 4,049 13,797 11,384
-----------------------------------------------------------
Underwriting gain (loss) $ 3,334 ($ 124,159) $ 4,658 ($ 131,075)
===========================================================
12
EVEREST REINSURANCE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
U.S. INSURANCE
- ---------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
-----------------------------------------------------------
Earned premiums $ 118,352 $ 82,901 $ 324,848 $ 203,399
Incurred losses and loss adjustment
expenses 87,762 58,919 230,237 145,183
Commission and brokerage 30,868 18,751 78,895 46,279
Other underwriting expenses 5,861 4,919 16,788 12,836
-----------------------------------------------------------
Underwriting (loss) gain ($ 6,139) $ 312 ($ 1,072) ($ 899)
===========================================================
SPECIALTY REINSURANCE
- ---------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
-----------------------------------------------------------
Earned premiums $ 89,239 $ 103,242 $ 307,786 $ 296,050
Incurred losses and loss adjustment
expenses 71,484 90,027 238,082 238,123
Commission and brokerage 23,368 28,778 86,699 76,343
Other underwriting expenses 1,584 1,350 4,476 4,300
-----------------------------------------------------------
Underwriting (loss) ($ 7,197) ($ 16,913) ($ 21,471) ($ 22,716)
===========================================================
INTERNATIONAL REINSURANCE
- ---------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
-----------------------------------------------------------
Earned premiums $ 94,856 $ 65,917 $ 274,891 $ 222,321
Incurred losses and loss adjustment
expenses 56,303 41,064 171,237 154,300
Commission and brokerage 20,850 19,310 54,806 59,044
Other underwriting expenses 3,053 3,960 9,374 10,573
-----------------------------------------------------------
Underwriting gain (loss) $ 14,650 $ 1,583 $ 39,474 ($ 1,596)
===========================================================
13
EVEREST REINSURANCE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
The following table reconciles the underwriting results for the operating
segments to income before tax as reported in the consolidated statements of
operations and comprehensive income, with all dollar values presented in
thousands:
----------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
----------------------------------------------------------------------
Underwriting gain (loss) $ 4,648 ($ 139,177) $ 21,589 ($ 156,286)
Net investment income 64,402 65,316 194,673 201,425
Realized (loss) (7,074) (991) (45,944) (1,696)
Net derivative (expense) (1,009) - (1,259) -
Corporate expenses (1,545) (396) (1,545) (1,829)
Interest expense (10,696) (11,300) (31,914) (35,266)
Other income (expense) 540 (1,597) (3,941) (135)
----------------------------------------------------------------------
Income (loss) before taxes $ 49,266 ($ 88,145) $ 131,659 $ 6,213
======================================================================
The Company writes premium in the United States and international markets. The
revenues, net income and identifiable assets of the individual foreign countries
in which the Company writes business are not material to the Company's financial
condition, results of operations and cash flows.
8. DERIVATIVES
The Company has in its product portfolio a credit default swap contract, which
it no longer offers. This contract meets the definition of a derivative under
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("FAS 133"). The Company's position in this
contract is unhedged and is accounted for as a derivative in accordance with FAS
133. Accordingly, this contract is carried at fair value with changes in fair
value recorded in the statement of operations.
9. NEW ACCOUNTING PRONOUNCEMENT
In June 2001, the Financial Accounting Standards Board ("FASB") issued FAS 142,
"Goodwill and Other Intangible Assets". FAS 142 established new accounting and
reporting standards for acquired goodwill and other intangible assets. It
requires that an entity determine if other intangible assets have an indefinite
useful life or a finite useful life. Goodwill and those intangible assets with
indefinite useful lives are not subject to amortization and must be tested at
least annually for impairment. Those with finite useful lives are subject to
amortization and must be tested annually for impairment. This statement is
effective for all fiscal quarters of all fiscal years beginning after December
15, 2001. The Company adopted FAS 142 on January 1, 2002. The implementation of
this statement has not had a material impact on the financial position, results
of operations or cash flows of the Company.
14
EVEREST REINSURANCE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
10. RELATED-PARTY TRANSACTIONS
During the normal course of business, the Company, through its affiliates,
engages in what management believes to be arm's-length reinsurance and brokerage
and commission business transactions with companies controlled by or affiliated
with one of its outside directors. Such transactions, individually and in the
aggregate, are immaterial to the Company's financial condition, results of
operations and cash flows.
The Company engages in business transactions with Group and Bermuda Re.
Effective January 1, 2002, Everest Re and Bermuda Re entered into a Quota Share
Reinsurance Agreement, for what management believes to be arm's-length
consideration, whereby Everest Re cedes 20% of the net retained liability on all
new and renewal policies written during the term of this agreement. Effective
January 1, 2002, Everest Re, Everest National Insurance Company and Everest
Security Insurance Company entered into an Excess of Loss Reinsurance Agreement
with Bermuda Re, for what management believes to be arm's-length consideration,
covering workers' compensation losses occurring on and after January 1, 2002, as
respects new, renewal and in force policies effective on that date. Bermuda Re
is liable for any loss exceeding $100,000 per occurrence, with its liability not
to exceed $150,000 per occurrence. Effective October 1, 2001, Everest Re and
Bermuda Re entered into a loss portfolio reinsurance agreement, whereby Everest
Re transferred all of it's Belgium Branch net insurance exposures and reserves
to Bermuda Re for what management believes to be arm's-length consideration and
subsequently closed its Belgium Branch. Effective September 19, 2000, Mt.
McKinley and Bermuda Re entered into a loss portfolio transfer reinsurance
agreement, whereby Mt. McKinley transferred, for what management believes to be
arm's-length consideration, all of its net insurance exposures and reserves to
Bermuda Re.
15
PART I - ITEM 2
EVEREST REINSURANCE HOLDINGS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
INDUSTRY CONDITIONS
The worldwide reinsurance and insurance businesses are highly competitive yet
cyclical by product and market. The terrorist attacks on September 11, 2001
resulted in losses which reduced industry capacity and were of sufficient
magnitude to cause most individual companies to reassess their capital position,
tolerance for risk, exposure control mechanisms and the pricing terms and
conditions at which they are willing to take on risk. The gradual and variable
improving trend that had been apparent through 2000 and earlier in 2001 firmed
significantly. This firming generally took the form of immediate and significant
upward pressure on prices, more restrictive terms and conditions and a reduction
of coverage limits and capacity availability. Such pressures were widespread
with variability depending on the product and markets involved, but mainly
depending on the characteristics of the underlying risk exposures. The magnitude
of the changes was sufficient to create temporary disequilibrium in some markets
as individual buyers and sellers adapted to changes in both their internal and
market dynamics.
Thus far in 2002, our markets, and reinsurance and insurance markets in general,
have continued to firm. This firming reflects the continuing implications of
losses arising from the September 11 attacks as well as aggregate company
reactions to broad and growing recognition that competition in the late 1990's
reached extremes in many classes and markets, which ultimately led to inadequate
pricing and overly broad terms, conditions and coverages. The effect of these
extremes, which is only now becoming apparent through excessive loss emergence,
varies widely by company depending on product offerings, markets accessed,
underwriting and operating practices, competitive strategies and business
volumes. Across all market participants, however, the aggregate effect has been
impaired financial results and erosion of the industry capital base. Coupled
with deteriorating investment market conditions and results, and renewed
concerns regarding longer term industry specific issues, including asbestos
exposure and sub-par capital returns, these financial impacts have introduced
substantial, and in some cases extreme, pressure for the initiation and/or
strengthening of corrective action by individual market participants. These
pressures, aggregating across industry participants, have resulted in firming
prices, terms and conditions and tightened coverage availability across most
classes and markets.
These changes reflect a clear reversal of the general trend from 1987 through
1999 toward increasingly competitive global market conditions across most lines
of business as reflected by decreasing prices and broadening contract terms. The
earlier trend resulted from a number of factors, including the emergence of
significant reinsurance capacity in Bermuda, changes in the Lloyds market,
consolidation and increased capital levels in the insurance and reinsurance
industries, as well as the emergence of new reinsurance and financial products
addressing traditional exposures in alternative fashions. Many of these factors
continue to exist and may take on additional importance as the result of the
firming conditions which have emerged. As a result, although the Company is
161
encouraged by the recent improvements, and more generally, current market
conditions, the Company cannot predict with any reasonable certainty whether and
to what extent these improvements will persist.
SEGMENT INFORMATION
The Company, through its subsidiaries, operates in four segments: U.S.
Reinsurance, U.S. Insurance, Specialty Reinsurance and International
Reinsurance. The U.S. Reinsurance operation writes property and casualty treaty
reinsurance through reinsurance brokers as well as directly with ceding
companies within the United States, in addition to property, casualty and
specialty facultative reinsurance through brokers and directly with ceding
companies within the United States. The U.S. Insurance operation writes property
and casualty insurance primarily through general agent relationships and surplus
lines brokers within the United States. The Specialty Reinsurance operation
writes accident and health, marine, aviation and surety business within the
United States and worldwide through brokers and directly with ceding companies.
The International Reinsurance operation writes property and casualty reinsurance
through the Company's branches in London, Canada, and Singapore, in addition to
foreign "home-office" business.
These segments are managed in a carefully coordinated fashion with strong
elements of central control, including with respect to capital, investments and
support operations. As a result, management monitors and evaluates the financial
performance of these operating segments principally based upon their
underwriting results. The Company utilizes inter-affiliate reinsurance and such
reinsurance does not impact segment results as business is reported in the unit
responsible for the business as initially written with third parties, generally
within the segment in which the business was first produced.
THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2001
PREMIUMS. Gross premiums written increased 42.6% to $693.5 million in the three
months ended September 30, 2002 from $486.3 million in the three months ended
September 30, 2001 as the Company took advantage of selected growth
opportunities, while continuing to maintain a disciplined underwriting approach.
Premium growth areas included a 65.2% ($100.2 million) increase in the U.S.
Reinsurance operation principally attributable to growth across property and
casualty lines, a 60.4% ($50.3 million) increase in the International
Reinsurance operation, mainly attributable to growth in the London, Canada and
Latin American markets and a 41.6% ($57.7 million) increase in the U.S.
Insurance operation, principally attributable to growth in workers' compensation
insurance. These increases were partially offset by a 0.9% ($1.0 million)
decrease in the Specialty Reinsurance operation. The Company continued to
decline business that did not meet its objectives regarding underwriting
profitability.
Ceded premiums increased to $169.9 million in the three months ended September
30, 2002 from $123.1 million in the three months ended September 30, 2001. This
increase was principally attributable to $100.2 million of ceded premiums
relating to a Quota Share Reinsurance Agreement between Everest Re and Bermuda
Re, whereby Everest Re cedes 20% of its net retained liability on all new and
renewal policies written during the term of this agreement, and an Excess of
Loss Agreement between Everest Re, Everest National Insurance Company and
Everest Security Insurance Company and Bermuda Re, whereby Bermuda Re assumes
172
liability for primary insurance workers' compensation losses exceeding $100,000
per occurrence, with its liability not to exceed $150,000 per occurrence. Ceded
premiums for the three months ended September 30, 2002 included $4.5 million and
$11.9 million in adjustment premiums relating to claims made under the 2001 and
2000 accident year aggregate excess of loss elements of the Company's corporate
retrocessional program, respectively. Ceded premiums for the three months ended
September 30, 2001 included $59.9 million and $10.9 million in adjustment
premiums relating to claims made under the 2001 and 1999 accident year aggregate
excess of loss elements of the Company's corporate retrocessional program,
respectively, with the 2001 accident year cessions relating to losses incurred
as a result of the September 11 attacks.
Net premiums written increased by 44.2% to $523.6 million in the three months
ended September 30, 2002 from $363.2 million in the three months ended September
30, 2001. This increase reflects the increase in gross premiums written,
partially offset by the increase in ceded premiums.
PREMIUM REVENUES. Net premiums earned increased by 33.0% to $456.4 million in
the three months ended September 30, 2002 from $343.0 million in the three
months ended September 30, 2001. Contributing to this increase was a 69.2%
($63.0 million) increase in the U.S. Reinsurance operation, a 43.9% ($28.9
million) increase in the International Reinsurance operation and a 42.8% ($35.5
million) increase in the U.S. Insurance operation. These increases were
partially offset by a 13.6% ($14.0 million) decrease in the Specialty
Reinsurance operation. All of these changes reflect period to period changes in
net written premiums and business mix together with normal variability in
earnings patterns. Business mix changes occur not only as the Company shifts
emphasis between products, lines of business, distribution channels and markets
but also as individual contracts renew or non-renew, almost always with changes
in coverage, structure, prices and/or terms, and as new contracts are accepted
with coverages, structures, prices and/or terms different from those of expiring
contracts. As premium reporting and earnings and loss and commission
characteristics derive from the provisions of individual contracts, the
continuous turnover of individual contracts, arising from both strategic shifts
and day to day underwriting, can and does introduce appreciable background
variability in various underwriting line items.
EXPENSES. Incurred loss and loss adjustment expenses ("LAE") decreased by 8.3%
to $328.8 million in the three months ended September 30, 2002 from $358.5
million in the three months ended September 30, 2001. The decrease in incurred
losses and LAE was principally attributable to the decrease in catastrophe
losses, partially offset by the increase in net premiums earned and also
reflects the impact of changes in the Company's mix of business. Incurred losses
and LAE include catastrophe losses, which include the impact of both current
period events and favorable and unfavorable development on prior period events,
and are net of reinsurance. A catastrophe is an event that causes a pre-tax loss
on property exposures of at least $5.0 million and has an event date of January
1, 1988 or later. Catastrophe losses, net of contract specific cessions but
before cessions under the corporate retrocessional program, were $10.2 million
in the three months ended September 30, 2002, principally relating to European
flood losses, compared to net catastrophe losses of $192.8 million in the three
months ended September 30, 2001, which was principally related to the September
11 attacks. Incurred losses and LAE for the three months ended September 30,
2002 reflected ceded losses and LAE of $130.4 million compared to ceded losses
and LAE in the three months ended September 30, 2001 of $227.8 million. Ceded
losses and LAE in the three months ended September 30, 2002 include $55.6
million of ceded losses relating to the reinsurance transactions noted earlier
between the Company and Bermuda Re. The ceded losses and LAE for the three
months ended September 30, 2002 included $9.6 million and $22.0 million of
183
losses ceded under the 2001 and 2000 accident year aggregate excess of loss
component of the Company's corporate retrocessional program, respectively. The
ceded losses and LAE for the three months ended September 30, 2001 included
$130.0 million and $20.0 million of losses ceded under the 2001 and 1999
accident year aggregate excess of loss component of the Company's corporate
retrocessional program, respectively, with the 2001 accident year cessions
relating to losses incurred as a result of the September 11 attacks.
Contributing to the decrease in incurred losses and LAE in the three months
ended September 30, 2002 from the three months ended September 30, 2001 were a
32.8% ($55.2 million) decrease in the U.S. Reinsurance operation principally
reflecting decreased catastrophe losses, partially offset by increased premium
volume and a 20.6% ($18.5 million) decrease in the Specialty Reinsurance
operation principally attributable to decreased catastrophe losses, partially
offset by increased premium volume in A&H business. These decreases were
partially offset by a 49.0% ($28.8 million) increase in the U.S. Insurance
operation and a 37.1% ($15.2 million) increase in the International operation;
both increases principally reflect increased premium volume. Incurred losses and
LAE for each operation were also impacted by variability relating to changes in
the level of premium volume and mix of business by class and type.
The Company's loss and LAE ratio ("loss ratio"), which is calculated by dividing
incurred losses and LAE by premiums earned, decreased by 32.4 percentage points
to 72.1% in the three months ended September 30, 2002 from 104.5% in the three
months ended September 30, 2001 reflecting the incurred losses and LAE discussed
above. The following table shows the loss ratios for each of the Company's
operating segments for the three months ended September 30, 2002 and 2001. The
loss ratios for all operations were impacted by the factors noted above.
Operating Segment Loss Ratios
- ----------------------------------------------------------------------------------------
Segment 2002 2001
- ----------------------------------------------------------------------------------------
U.S. Reinsurance 73.6% 185.2%
U.S. Insurance 74.2% 71.1%
Specialty Reinsurance 80.1% 87.2%
International Reinsurance 59.4% 62.3%
Underwriting expenses increased by 0.3% to $124.5 million in the three months
ended September 30, 2002 from $124.1 million in the three months ended September
30, 2001. Commission, brokerage, taxes and fees decreased by $1.6 million,
principally reflecting $18.2 million of ceded commissions relating to the
reinsurance transactions noted earlier between the Company and Bermuda Re,
partially offset by increases in premium volume and changes in the mix of
business. Other underwriting expenses increased by $1.9 million as the Company
expanded its operations to support its increased business volume. Contributing
to these underwriting expense increases were a 55.2% ($13.1 million) increase in
the U.S. Insurance operation and a 2.7% ($0.6 million) increase in the
International operation. These increases were partially offset by a 20.0% ($9.3
million) decrease in the U.S. Reinsurance operation and a 17.2% ($5.2 million)
decrease in the Specialty Reinsurance operation. The changes for each
operation's expenses principally resulted from changes in commission expenses
related to changes in premium volume and business mix by class and type and, in
some cases, changes in the use of reinsurance, including with Bermuda Re, and
the underwriting performance of the underlying business. The Company's expense
ratio, which is calculated by dividing underwriting expenses by premiums earned,
was 27.3% for the three months ended September 30, 2002 compared to 36.2% for
the three months ended September 30, 2001.
194
The Company's combined ratio, which is the sum of the loss and expense ratios,
decreased by 41.4 percentage points to 99.3% in the three months ended September
30, 2002 compared to 140.7% in the three months ended September 30, 2001. The
following table shows the combined ratios for each of the Company's operating
segments for the three months ended September 30, 2002 and 2001. The combined
ratios for all operations were impacted by the loss and expense ratio
variability noted above, and for certain operations, by the impact of adjustment
premiums ceded under the accident year aggregate excess of loss element of the
Company's retrocessional program, principally relating to losses incurred as the
result of the September 11 attacks.
Operating Segment Combined Ratios
- ----------------------------------------------------------------------------------------
Segment 2002 2001
- ----------------------------------------------------------------------------------------
U.S. Reinsurance 97.8% 236.5%
U.S. Insurance 105.2% 99.6%
Specialty Reinsurance 108.1% 116.4%
International Reinsurance 84.6% 97.6%
INVESTMENT RESULTS. Net investment income decreased 1.4% to $64.4 million in the
three months ended September 30, 2002 from $65.3 million in the three months
ended September 30, 2001, principally reflecting the effects of the lower
interest rate environment, partially offset by the effect of investing the
$413.0 million of cash flow from operations in the twelve months ended September
30, 2002. The following table shows a comparison of various investment yields as
of September 30, 2002 and December 31, 2001, respectively, and for the periods
ended September 30, 2002 and 2001, respectively.
2002 2001
-----------------------
Imbedded pre-tax yield of cash and invested
assets at September 30, 2002 and December 31, 2001 5.6% 6.0%
Imbedded after-tax yield of cash and invested
assets at September 30, 2002 and December 31, 2001 4.4% 4.6%
Annualized pre-tax yield on average cash and
invested assets for the three months ended September 30,
2002 and 2001 5.6% 6.2%
Annualized after-tax yield on average cash and
invested assets for the three months ended September 30,
2002 and 2001 4.4% 4.7%
Net realized capital loss was $7.1 million in the three months ended September
30, 2002, reflecting realized capital losses on the Company's investments of
$18.4 million which included $8.7 million relating to write-downs in the value
of securities deemed to be impaired on an other than temporary basis, partially
offset by $11.3 million of realized capital gains, compared to net realized
capital losses of $1.0 million in the three months ended September 30, 2001. The
net realized capital losses in the three months ended September 30, 2001
reflected realized capital losses of $4.7 million, which included $0.0 million
relating to write-downs in the value of securities deemed to be impaired on an
other than temporary basis, partially offset by $3.7 million of realized capital
gains.
205
Interest expense for the three months ended September 30, 2002 was $10.7 million
compared to $11.3 million for the three months ended September 30, 2001.
Interest expense for the three months ended September 30, 2002 reflects $9.7
million relating to the Company's issuance of senior notes and $1.0 million
relating to the Company's borrowings under its revolving credit facility.
Interest expense for the three months ended September 30, 2001 reflects $9.7
million relating to the Company's issuance of senior notes and $1.6 million
relating to the Company's borrowings under its revolving credit facility.
Other income for the three months ended September 30, 2002 was $0.5 million
compared to other expense of $1.6 million for the three months ended September
30, 2001. Significant contributors to other income for the three months ended
September 30, 2002 were normal provision for uncollectible audit premium in the
U.S. Insurance operation and the amortization of deferred expenses relating to
the Company's issuance of senior notes in 2000, partially offset by foreign
exchange gains and fee income. Other expense for the three months ended
September 30, 2001 principally included the amortization of deferred expenses
relating to the Company's issuance of senior notes in 2000 and foreign exchange
losses, partially offset by fee income. The foreign exchange gains and losses
for both periods are attributable to fluctuations in foreign currency exchange
rates.
The Company has in its product portfolio a credit default swap contract, which
it no longer offers. This contract meets the definition of a derivative under
FAS 133. Net derivative expense, essentially reflecting changes in fair value,
from this credit default transaction for the three months ended September 30,
2002 was $1.0 million compared to $0.0 million for the three months ended
September 30, 2001.
INCOME TAXES. The Company recognized income tax expense of $14.5 million in the
three months ended September 30, 2002 compared to an income tax benefit of $35.1
million in the three months ended September 30, 2001. The tax benefit in the
three months ended September 30, 2001 resulted primarily from the losses
relating to the September 11 attacks, for which the benefit was calculated based
on the specific impacts of the event.
NET INCOME. Net income was $34.8 million in the three months ended September 30,
2002 compared to a net loss of $53.1 million in the three months ended September
30, 2001. The net loss in the three months ended September 30, 2001 resulted
primarily from the losses relating to the September 11 attacks.
NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2001
PREMIUMS. Gross premiums written increased 37.9% to $1,911.1 million in the nine
months ended September 30, 2002 from $1,386.1 million in the nine months ended
September 30, 2001 as the Company took advantage of selected growth
opportunities, while continuing to maintain a disciplined underwriting approach.
Premium growth areas included a 58.0% ($226.4 million) increase in the U.S.
Insurance operation, principally attributable to growth in workers' compensation
insurance, a 44.8% ($110.9 million) increase in the International Reinsurance
operation, mainly attributable to growth in the London, Canada and Latin
American markets, a 34.5% ($151.3 million) increase in the U.S. Reinsurance
operation primarily reflecting growth across property and casualty lines and an
11.8% ($36.5 million) increase in the Specialty Reinsurance operation,
216
principally attributable to growth in marine and aviation business. The Company
continued to decline business that did not meet its objectives regarding
underwriting profitability.
Ceded premiums increased to $354.0 million in the nine months ended September
30, 2002 from $221.1 million in the nine months ended September 30, 2001. This
increase was principally attributable to $214.4 million of ceded premiums
relating to a Quota Share Reinsurance Agreement between Everest Re and Bermuda
Re, whereby Everest Re cedes 20% of its net retained liability on all new and
renewal policies written during the term of this agreement, and an Excess of
Loss Agreement between Everest Re, Everest National Insurance Company and
Everest Security Insurance Company and Bermuda Re, whereby Bermuda Re assumes
liability for primary insurance workers' compensation losses exceeding $100,000
per occurrence, with its liability not to exceed $150,000 per occurrence. Ceded
premiums for the nine months ended September 30, 2002 included $5.1 million and
$11.9 million in adjustment premiums relating to claims made under the 2001 and
2000 accident year aggregate excess of loss elements of the Company's corporate
retrocessional program, respectively. Ceded premiums for the nine months ended
September 30, 2001 included $59.9 million and $26.3 million in adjustment
premiums relating to claims made under the 2001 and 1999 accident year aggregate
excess of loss elements of the Company's corporate retrocessional program,
respectively, with the 2001 accident year cessions relating to losses incurred
as a result of the September 11 attacks.
Net premiums written increased by 33.6% to $1,557.0 million in the nine months
ended September 30, 2002 from $1,165.0 million in the nine months ended
September 30, 2001. This increase reflects the increase in gross premiums
written, partially offset by the increase in ceded premiums.
PREMIUM REVENUES. Net premiums earned increased by 28.8% to $1,366.1 million in
the nine months ended September 30, 2002 from $1,060.4 million in the nine
months ended September 30, 2001. Contributing to this increase was a 59.7%
($121.4 million) increase in the U.S. Insurance operation, a 35.4% ($120.0
million) increase in the U.S. Reinsurance operation, a 23.6% ($52.6 million)
increase in the International Reinsurance operation and a 4.0% ($11.7 million)
increase in the Specialty Reinsurance operation. All of these changes reflect
period to period changes in net written premiums and business mix together with
normal variability in earnings patterns.
EXPENSES. Incurred loss and LAE increased by 8.7% to $967.0 million in the nine
months ended September 30, 2002 from $889.5 million in the nine months ended
September 30, 2001. The increase in incurred losses and LAE was principally
attributable to the increase in net premiums earned and lower catastrophe losses
and also reflects the impact of changes in the Company's mix of business.
Incurred losses and LAE include catastrophe losses, which include the impact of
both current period events, and favorable and unfavorable development on prior
period events and are net of reinsurance. A catastrophe is an event that causes
a pre-tax loss on property exposures of at least $5.0 million and has an event
date of January 1, 1988 or later. Catastrophe losses, net of contract specific
cessions but before cessions under the corporate retrocessional program, were
$11.9 million in the nine months ended September 30, 2002, principally relating
to European flood losses, compared to net catastrophe losses of $222.1 million
in the nine months ended September 30, 2001, which was principally related to
the September 11 attacks. Incurred losses and LAE for the nine months ended
September 30, 2002 reflected ceded losses and LAE of $263.7 million compared to
227
ceded losses and LAE in the nine months ended September 30, 2001 of $337.5
million. Ceded losses and LAE in the nine months ended September 30, 2002
include $55.6$115.7 million of ceded losses relating to the reinsurance transactions
noted earlier between the Company and Bermuda Re. The ceded losses and LAE for
the nine months ended September 30, 2002 included $11.0 million and $22.0
million of losses ceded under the 2001 and 2000 accident year aggregate excess
of loss component of the Company's corporate retrocessional program,
respectively. The ceded losses and LAE for the nine months ended September 30,
2001 included $130.0 million and $49.0 million of losses ceded under the 2001
and 1999 accident year aggregate excess of loss component of the Company's
corporate retrocessional program, respectively, with the 2001 accident year
cessions relating to losses incurred as a result of the September 11 attacks.
Contributing to the increase in incurred losses and LAE in the nine months ended
September 30, 2002 from the nine months ended September 30, 2001 were a 58.9%
($85.1 million) increase in the U.S. Insurance operation principally reflecting
increased premium volume coupled with changes in this segments specific
reinsurance programs and an 11.0% ($16.9 million) increase in the International
Reinsurance operation. These increases were partially offset by a 6.9% ($24.4
million) decrease in the U.S. Reinsurance operation. Incurred losses and LAE for
each operation were also impacted by variability relating to changes in the
level of premium volume and mix of business by class and type.
The Company's loss ratio, decreased by 13.1 percentage points to 70.8% in the
nine months ended September 30, 2002 from 83.9% in the nine months ended
September 30, 2001 reflecting the incurred losses and LAE discussed above. The
following table shows the loss ratios for each of the Company's operating
segments for the nine months ended September 30, 2002 and 2001. The loss ratios
for all operations were impacted by the factors noted above.
Operating Segment Loss Ratios
- ---------------------------------------------------------------------------------------
Segment 2002 2001
- ---------------------------------------------------------------------------------------
U.S. Reinsurance 71.4% 103.9%
U.S. Insurance 70.9% 71.4%
Specialty Reinsurance 77.4% 80.4%
International Reinsurance 62.3% 69.4%
Underwriting expenses increased by 15.2% to $379.1 million in the nine months
ended September 30, 2002 from $329.0 million in the nine months ended September
30, 2001. Commission, brokerage, taxes and fees increased by $45.0 million,
principally reflecting increases in premium volume and changes in the mix of
business, partially offset by $31.3 million of ceded commissions relating to the
reinsurance transactions noted earlier between the Company and Bermuda Re. Other
underwriting expenses increased by $5.1 million as the Company expanded its
operations to support its increased business volume. Contributing to these
underwriting expense increases were a 61.9% ($36.6 million) increase in the U.S.
Insurance operation, a 13.1% ($10.5 million) increase in the Specialty
Reinsurance operation and a 7.4% ($8.7 million) increase in the U.S. Reinsurance
operation. These increases were partially offset by a 7.8% ($5.4 million)
decrease in the International Reinsurance operation. The changes for each
operation's expenses principally resulted from changes in commission expenses
related to changes in premium volume and business mix by class and type and, in
some cases, changes in the use of reinsurance and the underwriting performance
of the underlying business. The Company's expense ratio was 27.7% for the nine
months ended September 30, 2002 compared to 31.0% for the nine months ended
September 30, 2001.
238
The Company's combined ratio decreased by 16.4 percentage points to 98.5% in the
nine months ended September 30, 2002 compared to 114.9% in the nine months ended
September 30, 2001. The following table shows the combined ratios for each of
the Company's operating segments for the nine months ended September 30, 2002
and 2001. The combined ratios for all operations were impacted by the loss and
expense ratio variability noted above, and for certain operations, by the impact
of adjustment premiums ceded under the accident year aggregate excess of loss
element of the Company's retrocessional program, principally relating to losses
incurred as the result of the September 11 attacks.
Operating Segment Combined Ratios
- ----------------------------------------------------------------------------------------
Segment 2002 2001
- ----------------------------------------------------------------------------------------
U.S. Reinsurance 99.0% 138.7%
U.S. Insurance 100.3% 100.4%
Specialty Reinsurance 107.0% 107.7%
International Reinsurance 85.6% 100.7%
INVESTMENT RESULTS. Net investment income decreased 3.4% to $194.7 million in
the nine months ended September 30, 2002 from $201.4 million in the nine months
ended September 30, 2001, principally reflecting the effects of the lower
interest rate environment, partially offset by the effect of investing the
$413.0 million of cash flow from operations in the twelve months ended September
30, 2002. The following table shows a comparison of various investment yields as
of September 30, 2002 and December 31, 2001, respectively, and for the periods
ended September 30, 2002 and 2001, respectively.
2002 2001
-----------------------
Imbedded pre-tax yield of cash and invested
assets at September 30, 2002 and December 31, 2001 5.6% 6.0%
Imbedded after-tax yield of cash and invested
assets at September 30, 2002 and December 31, 2001 4.4% 4.6%
Annualized pre-tax yield on average cash and
invested assets for the nine months ended September 30,
2002 and 2001 5.8% 6.4%
Annualized after-tax yield on average cash and
invested assets for the nine months ended September 30,
2002 and 2001 4.5% 4.8%
Net realized capital losses were $45.9 million in the nine months ended
September 30, 2002, reflecting realized capital losses on the Company's
investments of $79.8 million, which included $65.6 million relating to
write-downs in the value of securities deemed to be impaired on an other than
temporary basis, of which $25.7 million related to WorldCom, partially offset by
$33.9 million of realized capital gains, compared to net realized capital losses
of $1.7 million in the nine months ended September 30, 2001. The net realized
capital losses in the nine months ended September 30, 2001 reflected realized
capital losses of $26.0 million, which included $16.7 million relating to
write-downs in the value of securities deemed to be impaired on an other than
temporary basis, partially offset by $24.3 million of realized capital gains.
249
Interest expense for the nine months ended September 30, 2002 was $31.9 million
compared to $35.3 million for the nine months ended September 30, 2001. Interest
expense for the nine months ended September 30, 2002 reflects $29.2 million
relating to the Company's issuance of senior notes and $2.7 million relating to
the Company's borrowings under its revolving credit facility. Interest expense
for the nine months ended September 30, 2001 reflects $29.2 million relating to
the Company's issuance of senior notes and $6.1 million relating to the
Company's borrowings under its revolving credit facility.
Other expenses for the nine months ended September 30, 2002 were $3.9 million
compared to other expenses of $0.1 million for the nine months ended September
30, 2001. Significant contributors to other expense for the nine months ended
September 30, 2002 were an increase in other liabilities related to deferred
recognition of reinsurance recoveries under retroactive reinsurance between the
Company and Bermuda Re, the normal provision for uncollectible audit premium in
the U.S. Insurance operation and the amortization of deferred expenses relating
to the Company's issuance of senior notes in 2000, partially offset by fee
income and foreign exchange gains. Other expense for the nine months ended
September 30, 2001 principally included the amortization of deferred expenses
relating to Company's issuance of senior notes in 2000, partially offset by
foreign exchange gains and fee income. The foreign exchange gains for both
periods are attributable to fluctuations in foreign currency exchange rates.
INCOME TAXES. The Company recognized income tax expense of $28.0 million in the
nine months ended September 30, 2002 compared to a tax benefit of $14.1 million
in the nine months ended September 30, 2001. The tax benefit in the nine months
ended September 30, 2001 resulted primarily from the losses relating to the
September 11 attacks, for which the benefit was calculated based on the specific
impacts of the event.
NET INCOME. Net income was $103.7 million in the nine months ended September 30,
2002 compared to $20.3 million in the nine months ended September 30, 2001. This
increase generally reflects the improved underwriting results and decreased
interest expense, partially offset by increased tax expense and realized capital
losses.
MARKET SENSITIVE INSTRUMENTS. The Company's risks associated with market
sensitive instruments have not changed materially since the period ended
December 31, 2001.
SAFE HARBOR DISCLOSURE. This report contains forward-looking statements within
the meaning of the U.S. federal securities laws. The Company intends these
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements in the federal securities laws. In some cases, these
statements can be identified by the use of forward-looking words such as "may",
"will", "should", "could", "anticipate", "estimate", "expect", "plan",
"believe", "predict", "potential" and "intend". Forward-looking statements
contained in this report include information regarding the Company's reserves
for losses and LAE, including estimates of the Company's catastrophe exposure.
Forward-looking statements only reflect the Company's expectations and are not
guarantees of performance. These statements involve risks, uncertainties and
assumptions. Actual events or results may differ materially from the Company's
expectations. Important factors that could cause the Company's actual results to
be materially different from its expectations include the uncertainties that
surround the estimating of reserves for losses and LAE, those discussed in Note
2 to the Financial Statements included in this report and the risks described
under the caption "Risk Factors" in the Company's most recent Report on Form
10-K. The Company undertakes no obligation to update or revise publicly any
2510
forward-looking statements, whether as a result of new information, future
events or otherwise.
26
PART I - ITEM 4
EVEREST REINSURANCE HOLDINGS, INC.
CONTROLS AND PROCEDURES
Within the 90-day period prior to the filing of this report, an evaluation was
carried out under the supervision and with the participation of the Company's
management, including the Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the disclosure controls and procedures (as defined in
Rule 13a-14(c) under the Securities Exchange Act of 1934). Based on their
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures are, to the best
of their knowledge, effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms. Subsequent to
the date of their evaluation, there were no significant changes in the Company's
internal controls or in other factors that could significantly affect these
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
2711
EVEREST REINSURANCE HOLDINGS, INC.
Other Information
PART II - ITEM 1. LEGAL PROCEEDINGS
In the ordinary course of business, the Company is involved in lawsuits,
arbitrations and other formal and informal dispute resolution procedures, the
outcomes of which will determine the Company's rights and obligations under
insurance and reinsurance agreements and other more general contracts. In some
disputes, the Company seeks to enforce its rights under an agreement or to
collect funds owing to it. In other matters, the Company is resisting attempts
by others to collect funds or enforce alleged rights. Such disputes are resolved
through formal and informal means, including litigation and arbitration.
In all such matters, the Company believes that its positions are legally and
commercially reasonable. The Company also regularly evaluates those positions
including, where appropriate, consideration during the processes by which it
establishes it insurance reserves. The Company's aggregate reserves take into
account the possibility that the Company may not ultimately prevail in each and
every disputed matter. The Company believes its aggregate reserves reduce the
potential that an adverse resolution of one or more of these matters, at any
point in time, would have a material impact on the Company's financial condition
or results of operations. However, there can be no assurances that adverse
resolutions of such matters in any one period or in the aggregate will not
result in a material impact.
The Company does not believe that there are any other material pending legal
proceedings to which it or any of its subsidiaries or their properties are
subject.
Part II - ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibit Index:
Exhibit No. Description Location
----------- ----------- --------
99.1 CEO and CFO certification of Form 10-Q10-Q/A Filed herewith
b) A report on Form 8-K dated August 13, 2002 was filed on August 13, 2002,
reporting the voluntary certification by Joseph V. Taranto, the Company's
Chief Executive Officer, and Stephen L. Limauro, the Company's Chief
Financial Officer, of the Company's 2001 annual report on Form 10-K and all
subsequent reports filed prior to such date.
Omitted from this Part II are items which are inapplicable or to which the
answer is negative for the period covered.
28
EVEREST REINSURANCE HOLDINGS, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Everest Reinsurance Holdings, Inc.
(Registrant)
/S/ STEPHEN L. LIMAURO
----------------------------------
Stephen L. Limauro
Executive Vice President and Chief
Financial Officer
(Duly Authorized Officer,
Executive Vice President and Chief
Financial Officer)
Dated: November 1,5, 2002
I, Joseph V. Taranto, certify that:
1. I have reviewed this quarterly report on Form 10-Q10-Q/A of Everest Reinsurance
Holdings, Inc;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have;
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
November 1,5, 2002 /S/ JOSEPH V. TARANTO
- ---------------- ---------------------
Joseph V. Taranto
Chairman and Chief
Executive Officer
I, Stephen L. Limauro, certify that:
1. I have reviewed this quarterly report on Form 10-Q10-Q/A of Everest Reinsurance
Holdings, Inc;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have;
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
November 1,5, 2002 /S/ STEPHEN L. LIMAURO
- ---------------- ----------------------------
Stephen L. Limauro
Executive Vice President and
Chief Financial Officer