UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to __________________ Commission file number: 34-0-26512 RENAISSANCERE HOLDINGS LTD. --------------------------- (Exact name of registrant as specified in its charter) BERMUDA 98-013-8020 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) RENAISSANCE HOUSE 8-12 EAST BROADWAY PEMBROKE, BERMUDA HM 19 (Address of principal executive offices) (Zip Code) (441) 295-4513 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] The number of outstanding shares of RenaissanceRe Holding Ltd.'s common stock, par value US $1.00 per share, as of June 30, 2000 was 19,245,764 Total number of pages in this report: 25 RenaissanceRe Holdings Ltd. INDEX TO FORM 10-Q PART I -- Financial Information ITEM 1 -- Financial Statements Consolidated Balance Sheets as of June 30, 2000 3 (Unaudited) and December 31, 1999 Unaudited Consolidated Statements of Operations for 4 the three and six month periods ended June 30, 2000 and 1999 Unaudited Consolidated Statements of Changes in Shareholders' 5 Equity for the six month periods ended June 30, 2000 and 1999 Unaudited Consolidated Statements of Cash Flows 6 for the six month periods ended June 30, 2000 and 1999 Notes to Unaudited Consolidated Financial Statements 7 ITEM 2 -- Management's Discussion and Analysis of 13 Results of Operations and Financial Condition ITEM 3 -- Quantitative and Qualitative Disclosures About Market Risk 23 PART II -- Other Information 24 ITEM 1 -- Legal Proceedings ITEM 2 -- Changes in Securities ITEM 3 -- Defaults Upon Senior Securities ITEM 4 -- Submission of Matters to a Vote of Security Holders ITEM 5 -- Other Information ITEM 6 -- Exhibits and Reports on Form 8-K Signature - RenaissanceRe Holdings Ltd. 25 -2- Part I - Financial information Item 1 - Financial statements RENAISSANCERE HOLDINGS LTD. AND SUBSIDIARIES Consolidated Balance Sheets (in thousands of United States Dollars, except per share amounts) AS AT ----------------------------------------- JUNE 30, 2000 DECEMBER 31, 1999 -------------------- ------------------ Assets (Unaudited) Fixed maturity investments available for sale, at fair value (Amortized cost $942,093 and $926,176 at June 30, 2000 and December 31, 1999, respectively) $ 930,330 $ 907,706 Short term investments, at cost 11,054 12,759 Other investments 35,208 22,204 Cash and cash equivalents 184,427 132,112 -------------------- ------------------ Total investments and cash 1,161,019 1,074,781 Premiums receivable 167,248 80,455 Ceded reinsurance balances 63,564 50,237 Losses and premiums recoverable 219,745 328,627 Accrued investment income 13,755 13,456 Deferred acquisition costs 14,412 14,221 Other assets 56,306 55,466 -------------------- ------------------ TOTAL ASSETS $ 1,696,049 $ 1,617,243 ==================== ================== LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS' EQUITY LIABILITIES Reserve for claims and claim expenses $ 436,146 $ 478,601 Reserve for unearned premiums 165,684 98,386 Bank loans 250,000 250,000 Reinsurance balances payable 89,523 50,157 Other 39,825 50,140 -------------------- ------------------ TOTAL LIABILITIES 981,178 927,284 -------------------- ------------------ Minority Interest - Company obligated mandatorily redeemable Capital Securities of a subsidiary trust holding solely junior subordinated debentures of the Company 89,630 89,630 SHAREHOLDERS' EQUITY Common shares and additional paid-in capital 27,686 19,686 Unearned stock grant compensation (14,562) (10,026) Accumulated other comprehensive income (11,763) (18,470) Retained earnings 623,880 609,139 -------------------- ------------------ TOTAL SHAREHOLDERS' EQUITY 625,241 600,329 -------------------- ------------------ TOTAL LIABILITIES, MINORITY INTEREST, AND SHAREHOLDERS' EQUITY $ 1,696,049 $ 1,617,243 ==================== ================== BOOK VALUE PER COMMON SHARE $ 32.49 $ 30.50 ==================== ================== COMMON SHARES OUTSTANDING 19,246 19,686 ==================== ================== The accompanying notes are an integral part of these financial statements -3- RENAISSANCERE HOLDINGS LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the three and six months ended June 30, 2000 and 1999 (in thousands of United States Dollars, except per share amounts) (Unaudited) QUARTERS ENDED YEAR TO DATE ----------------------------------- ----------------------------------- JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000 JUNE 30, 1999 ----------------- ---------------- ------------------ --------------- Revenues Gross Premiums Written $ 97,650 $ 67,374 $ 258,121 $ 222,469 ================= ================ ================== =============== Net premiums written $ 64,765 $ 34,929 $ 168,129 $ 151,213 Decrease (increase) in unearned premiums (2,246) 22,739 (52,845) (35,557) ----------------- ---------------- ------------------ --------------- Net premiums earned 62,519 57,668 115,284 115,656 Net investment income 19,240 14,039 37,707 27,145 Net foreign exchange gains (losses) (169) 394 (306) (272) Other income 1,709 460 3,111 191 Net realized losses on investments (3,594) (5,030) (10,381) (5,527) ----------------- ---------------- ------------------ --------------- TOTAL REVENUES 79,705 67,531 145,415 137,193 ----------------- ---------------- ------------------ --------------- EXPENSES Claims and claim expenses incurred 24,878 21,005 42,591 36,700 Acquisition expenses 7,602 6,025 14,844 12,809 Operational expenses 9,065 9,092 16,872 18,608 Corporate expenses 2,532 3,936 4,874 7,897 Interest expense 4,358 1,712 8,610 3,118 ----------------- ---------------- ------------------ --------------- TOTAL EXPENSES 48,435 41,770 87,791 79,132 ----------------- ---------------- ------------------ --------------- Income before minority interest and taxes 31,270 25,761 57,624 58,061 Minority interest - Company obligated mandatorily redeemable Capital Securities of a subsidiary trust holding solely junior subordinated debentures of the Company 1,938 2,128 3,797 4,239 ----------------- ---------------- ------------------ --------------- Income before taxes 29,332 23,633 53,827 53,822 Income tax expense (benefit) (388) (416) 32 (245) ----------------- ---------------- ------------------ --------------- NET INCOME $ 29,720 $ 24,049 $ 53,795 $ 54,067 ================= ================ ================== =============== Earnings per Common Share - basic $ 1.58 $ 1.17 $ 2.82 $ 2.60 Earnings per Common Share - diluted $ 1.55 $ 1.16 $ 2.79 $ 2.57 Operating earnings per Common Share - diluted $ 1.74 $ 1.40 $ 3.32 $ 2.84 Average shares outstanding - basic 18,851 20,524 19,059 20,831 Average shares outstanding - diluted 19,147 20,703 19,311 21,012 Claims and claim expense ratio 39.8% 36.4% 36.9% 31.7% Expense ratio 26.7% 26.2% 27.5% 27.2% ----------------- ---------------- ------------------ --------------- Combined ratio 66.5% 62.6% 64.4% 58.9% ================= ================ ================== =============== The accompanying notes are an integral part of these financial statements -4- CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999 (in thousands of United States Dollars) (Unaudited) 2000 1999 --------- --------- Common Stock & additonal paid-in capital Balance -- January 1 $ 19,686 $ 39,035 Exercise of options, and issuance of stock and restricted stock awards 8,672 6,295 Repurchase of capital securities -- 885 Repurchase of shares (672) (18,223) --------- --------- Balance -- June 30 27,686 27,992 --------- --------- Unearned stock grant compensation Balance -- January 1 (10,026) (8,183) Restricted stock grants awarded, net (7,141) (5,372) Amortization 2,605 1,618 --------- --------- Balance -- June 30 (14,562) (11,937) --------- --------- Accumulated other comprehensive income (1) Balance -- January 1 (18,470) (5,144) Net unrealized gains (losses) on securities, net of adjustment (see disclosure) 6,707 (11,091) --------- --------- Balance -- June 30 (11,763) (16,235) --------- --------- Retained earnings Balance -- January 1 609,139 586,524 Net income 53,795 54,067 Dividends paid (14,618) (14,830) Repurchase of shares (24,436) (17,526) --------- --------- Balance -- June 30 623,880 608,235 --------- --------- Total Shareholders' Equity $ 625,241 $ 608,055 ========= ========= COMPREHENSIVE INCOME Net income $ 53,795 $ 54,067 Other comprehensive income 6,707 (11,091) --------- --------- Comprehensive income $ 60,502 $ 42,976 ========= ========= DISCLOSURE REGARDING NET UNREALIZED GAINS (LOSSES) Net unrealized holding losses arising during period $ (3,674) $ (16,618) Net realized losses included in net income 10,381 5,527 --------- --------- Change in net unrealized gains (losses) on securities $ 6,707 $ (11,091) ========= ========= (1) Note - comprehensive income (loss) for the quarters ended June 30, 2000 and 1999 were $1.9m and $(6.9m), respectively. The accompanying notes are an integral part of these financial statements -5- RENAISSANCERE HOLDINGS LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999 (in thousands of United States Dollars in thousands) (Unaudited) YEAR TO DATE ---------------------------------- JUNE 30, 2000 JUNE 30, 1999 --------------- --------------- CASH FLOWS PROVIDED BY OPERATING ACTIVITIES Net income $ 53,795 $ 54,067 ADJUSTMENTS TO RECONCILE NET INCOME TO CASH PROVIDED BY OPERATING ACTIVITIES Amortization and depreciation (891) 1,653 Net realized investment losses 10,381 5,527 Amortization/ writeoff of goodwill 1,515 6,669 Change in: Reinsurance balances, net (47,427) (114,719) Ceded reinsurance balances (13,327) (22,657) Deferred acquisition costs (191) (7,040) Reserve for claims and claim expenses, net 66,427 76,307 Reserve for unearned premiums 67,298 59,480 Other 442 (6,227) --------------- --------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 138,022 53,060 --------------- --------------- CASH FLOWS USED IN INVESTING ACTIVITIES Proceeds from sale of investments 1,032,239 980,331 Purchase of investments available for sale (1,078,425) (996,734) --------------- --------------- NET CASH USED IN INVESTING ACTIVITIES (46,186) (16,403) --------------- --------------- CASH FLOWS USED IN FINANCING ACTIVITIES Proceeds from bank loan -- 25,000 Purchase of capital securities -- (5,015) Dividends paid (14,618) (14,830) Purchase of Common Shares (25,108) (35,749) --------------- --------------- NET CASH USED IN FINANCING ACTIVITIES (39,726) (30,594) --------------- --------------- NET INCREASE IN CASH AND CASH EQUIVALENTS 52,315 6,063 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 132,112 115,701 --------------- --------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 184,427 $ 121,764 =============== =============== The accompanying notes are an integral part of these financial statements -6- RenaissanceRe Holdings Ltd., and Subsidiaries Notes to Consolidated Financial Statements (Expressed in United States Dollars) (Unaudited) 1. The consolidated financial statements have been prepared on the basis of United States generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The consolidated financial statements include the accounts of RenaissanceRe Holdings Ltd. ("RenaissanceRe") and its wholly owned subsidiaries, including Renaissance Reinsurance Ltd. ("Renaissance Reinsurance"), Glencoe Insurance Ltd. ("Glencoe"), Renaissance U.S. Holdings, Inc. ("Renaissance U.S."), Renaissance Underwriting Managers, Ltd. ("Renaissance Managers"), and RenaissanceRe Capital Trust (the "Trust"). Other consolidated entities include DeSoto Insurance Company ("DeSoto"), a wholly owned subsidiary of Glencoe; Nobel Insurance Company ("Nobel"), a wholly owned subsidiary of Renaissance U.S.; and Renaissance Reinsurance of Europe ("Renaissance Europe"), a subsidiary of Renaissance Reinsurance. RenaissanceRe and its subsidiaries are collectively referred to herein as the "Company". All intercompany transactions and balances have been eliminated on consolidation. Minority interests represent the interests of external parties in respect of net income and shareholders' equity of the Trust. Certain comparative information has been reclassified to conform to the current presentation. Because of the seasonality of the Company's business, the results of operations for any interim period will not necessarily be indicative of results of operations for the full fiscal year. 2. Significant Accounting Policies In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. SFAS No. 133 is effective for all fiscal years beginning after June 15, 2000. Currently, the Company does not expect the adoption of SFAS No. 133 to have a material impact on its consolidated financial statements. 3. The Company utilizes reinsurance to reduce its exposure to large losses. The Company currently has in place contracts that provide for recovery of a portion of certain claims and claims expenses from reinsurers in excess of various retentions and loss warranties. The Company would remain liable to the extent that any third party reinsurance company fails to meet its obligations. The earned reinsurance premiums ceded were $75.5 million and $50.8 million for the six months ended June 30, 2000 and 1999, respectively. Other than loss recoveries, certain of the Company's ceded reinsurance contracts provide for -7- recoveries of additional premiums, reinstatement premiums and coverage for lost no claims bonuses which are incurred when losses are ceded to those reinsurance contracts. Total recoveries (reductions) netted against premiums and claims and claim expenses incurred for the six months ended June 30, 2000 were $(0.5) million compared to $78.5 million for the six months ended June 30, 1999. Included in losses and premiums recoverable are recoverables of $20.2 million which are related to retroactive reinsurance agreements. In accordance with SFAS No. 113, "Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts," losses related to retroactive reinsurance agreements are required to be included in claims and claim expenses incurred as they become known. However, offsetting recoverables, if any, are deferred and reflected in the statement of operations in future periods, based on the recovery method. As of June 30, 2000, the Company has deferred $11.0 million of recoveries related to a retroactive reinsurance contract. This has been included in other liabilities on the consolidated balance sheet. As the amounts are recovered, the recoveries will offset claims and claim expenses incurred in the consolidated statement of operations. 4. The Company paid interest on its outstanding loans of $8.6 million for the six month period ended June 30, 2000 and $3.1 million for the same period in the previous year. The increase in interest expense is due to additional borrowings of $150 million in 1999. See "Financial Condition - Capital Resources and Shareholders' Equity" for further discussion. On March 1, 2000, the Company paid a semi-annual dividend of $4.3 million on the Company obligated mandatorily redeemable capital securities of a subsidiary trust holding solely junior subordinated debentures of the Company ("Capital Securities"). 5. Basic earnings per share is based on weighted average common shares and excludes any dilutive effects of options and restricted stock. Diluted earnings per share assumes the exercise of all dilutive stock options and restricted stock grants. The following table sets forth the computation of basic and diluted earnings per share: -8- - -------------------------------------------------------------------------------- Quarter ended June 30, 2000 1999 - -------------------------------------------------------------------------------- (in thousands of U.S. dollars except share and per share data) - -------------------------------------------------------------------------------- Numerator: Net income $ 29,720 $ 24,049 ========================= Denominator: Denominator for basic earnings per share - Weighted average shares 18,851,094 20,523,988 Per share equivalents of employee stock Options and restricted shares 295,593 179,164 ------------------------- Denominator for diluted earnings per share - Adjusted weighted average shares and Assumed conversions 19,146,787 20,703,151 ========================= Basic earnings per share $ 1.58 $ 1.17 Diluted earnings per share $ 1.55 $ 1.16 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Six months to June 30, 2000 1999 - -------------------------------------------------------------------------------- (in thousands of U.S. dollars except share and per share data) - -------------------------------------------------------------------------------- Numerator: Net income $ 53,795 $ 54,067 ========================= Denominator: Denominator for basic earnings per share - Weighted average shares 19,058,553 20,830,500 Per share equivalents of employee stock Options and restricted shares 252,595 181,133 ------------------------- Denominator for diluted earnings per share - Adjusted weighted average shares and Assumed conversions 19,311,148 21,011,633 ========================= Basic earnings per share $2.82 $2.60 Diluted earnings per share $2.79 $2.57 - -------------------------------------------------------------------------------- 7. The Board of Directors of the Company declared, and the Company paid, a dividend of $0.375 per share to shareholders of record on each of February 17 and May 18, 2000. On August 3, 2000, the Board of Directors declared a dividend of $0.375 per share payable on August 31, 2000 to shareholders of record on August 17, 2000. 8. In May 2000, the Company announced an additional authorization of $25 million under its share repurchase program. Through June 30, 2000 the Company repurchased 671,900 shares at an aggregate cost of $25.1 million. 9. The Company has two reportable segments: reinsurance operations and primary operations. The reinsurance segment provides property catastrophe reinsurance as well as other reinsurance to selected insurers and reinsurers on a worldwide basis. The primary segment provides insurance both on a direct and on a surplus lines basis for commercial -9- and homeowners catastrophe-exposed property business. Data for the three and six month periods ended June 30, 2000 and 1999 are as follows: - ------------------------------------------------------------------------------------------------ (IN THOUSANDS) QUARTER ENDED JUNE 30, 2000 REINSURANCE PRIMARY OTHER TOTAL ---------------------------------------------------------- Gross premiums written $ 86,666 $ 10,984 $ - $ 97,650 Total revenues 74,188 2,487 3,030 79,705 Income (loss) before taxes 33,441 (887) (3,222) 29,332 ASSETS 1,238,032 255,310 202,707 1,696,049 ---------------------------------------------------------- Claims and claim expense ratio 41.0% -11.1% - 39.8% Expense ratio 25.7% 64.7% - 26.7% ---------------------------------------------------------- Combined ratio 66.7% 53.6% - 66.5% ---------------------------------------------------------- - ------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------ QUARTER ENDED JUNE 30, 1999 REINSURANCE PRIMARY OTHER TOTAL ---------------------------------------------------------- Gross premiums written $ 56,575 $ 10,799 $ - $ 67,374 Total revenues 57,108 9,420 1,003 67,531 Income (loss) before taxes 27,530 (87) (3,810) 23,633 ASSETS 1,014,379 295,989 103,391 1,413,759 ---------------------------------------------------------- Claims and claim expense ratio 33.7% 52.6% - 36.4% Expense ratio 26.6% 24.1% - 26.2% ---------------------------------------------------------- Combined ratio 60.3% 76.7% - 62.6% ---------------------------------------------------------- - ------------------------------------------------------------------------------------------------ -10- - ----------------------------------------------------------------------------------------------- (IN THOUSANDS) SIX MONTHS ENDED JUNE 30, 2000 REINSURANCE PRIMARY OTHER TOTAL ---------------------------------------------------------- Gross premiums written $ 231,418 $ 26,703 $ - $ 258,121 Total revenues 133,718 6,291 5,406 145,415 Income (loss) before taxes 61,621 997 (8,791) 53,827 Assets 1,238,032 255,310 202,707 1,696,049 ---------------------------------------------------------- Claims and claim expense ratio 37.9% 11.1% - 36.9% Expense ratio 26.9% 39.2% - 27.5% ---------------------------------------------------------- Combined ratio 64.8% 50.3% - 64.4% ---------------------------------------------------------- - ----------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- SIX MONTHS ENDED JUNE 30, 1999 REINSURANCE PRIMARY OTHER TOTAL ---------------------------------------------------------- Gross premiums written $ 190,222 $ 32,247 $ - $ 222,469 Total revenues 112,367 23,017 1,809 137,193 Income (loss) before taxes 58,735 2,666 (7,579) 53,822 Assets 1,014,379 295,989 103,391 1,413,759 ---------------------------------------------------------- Claims and claim expense ratio 29.5% 42.7% - 31.7% Expense ratio 26.1% 29.2% - 27.2% ---------------------------------------------------------- Combined ratio 55.6% 71.9% - 58.9% ---------------------------------------------------------- - ----------------------------------------------------------------------------------------------- The Company's Bermuda holding company is the primary contributor to the results reflected in the "Other" category. The pre-tax loss of the holding company primarily consisted of interest expense on bank loans, the minority interest on the Capital Securities, and realized investment losses on the sales of investments, partially offset by investment income on the assets of the holding company. 9. The provision for income taxes is based on income recognized for financial statement purposes and includes the effects of temporary differences between financial and tax reporting. Deferred tax assets and liabilities are determined based on the difference between the financial statement bases and tax bases of assets and liabilities using enacted tax rates. The Company's U.S. subsidiaries are subject to U.S. tax. Included in other assets is a net deferred tax asset of $23.6 million. These net operating loss carryforwards and future tax deductions will be available to offset regular taxable U.S. income during the carryforward period (through 2018), subject to certain limitations. -11- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following is a discussion and analysis of the Company's results of operations for the three months and six months ended June 30, 2000 and 1999 and financial condition as of June 30, 2000. This discussion and analysis should be read in conjunction with the attached unaudited consolidated financial statements and notes thereto and the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. GENERAL The Company provides reinsurance and insurance where risk of natural catastrophe represents a significant component of the overall exposure. The Company's results depend to a large extent on the frequency and severity of catastrophic events, and the concentration and coverage offered to clients impacted thereby. In addition, from time to time, the Company may consider opportunistic diversification into new ventures, either through organic growth or the acquisition of other companies or books of business. In evaluating such new ventures, the Company seeks an attractive return on equity, the ability to develop or capitalize on a competitive advantage and opportunities that will not detract from its core reinsurance operations. Accordingly, the Company regularly reviews strategic opportunities and periodically engages in discussions regarding possible transactions. RESULTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 2000 COMPARED TO THE QUARTER ENDED JUNE 30, 1999 For the quarter ended June 30, 2000, net income available to common shareholders was $29.7 million or $1.55 per share, compared to $24.0 million or $1.16 per share for the same quarter in 1999. Gross premiums written for the second quarter of 2000 and 1999 were as follows: --------------------------------------------------------------------- Quarter ended (in thousands) 30-Jun-00 30-Jun-99 --------------------------------- Reinsurance $ 86,666 $ 56,575 --------------------------------- Primary 10,984 10,799 --------------------------------- $97,690 $67,374 --------------------------------------------------------------------- The majority of the increase in premiums written by Renaissance Reinsurance company during the second quarter was due to three items: 1) finite and non-cat premiums written; 2) an increase of reinstatement premiums received; and 3) increased premiums related to timing differences of premiums recorded in the second quarter of 2000 compared with the same premiums being recorded in the third quarter of 1999. -12- The Company expects that premiums from its non-catastrophe and finite contracts will continue to increase in the future. Also, the Company believes that there is potential for increased reinstatement premiums to the extent that there is additional development of the 1999 losses from the European storms. During the second quarter of 2000, ceded premiums written were $33.2 million, compared with $32.4 million for the same quarter in 1999. The ceded reinsurance for the reinsurance company was $18.4 million for the quarter ended June 30, 2000 compared with $23.4 million for the same period in the prior year. Ceded reinsurance for the primary companies was $14.5 million for the quarter ended June 30, 2000 compared with $12.3 million for the same period of the previous year. The table below sets forth the Company's combined ratio and components thereof, split by segment for the quarters ended June 30, 2000 and 1999: ---------------------------------------------------------------------------------- REINSURANCE PRIMARY TOTAL ---------------------------------------------------------------------------------- QUARTER ENDED: 30-Jun-00 30-Jun-99 30-Jun-00 30-Jun-99 30-Jun-00 30-Jun-99 ---------------------------------------------------------------------------------- Loss ratio 41.0% 33.7% -11.1% 52.6% 39.8% 36.4% Expense ratio 25.7% 26.6% 64.7% 24.1% 26.7% 26.2% ---------------------------------------------------------------------------------- Combined ratio 66.7% 60.3% 53.6% 76.7% 66.5% 62.6% ---------------------------------------------------------------------------------- The loss ratio on the reinsurance business primarily increased due to the Company's increase in IBNR related to the fourth quarter 1999 European storm losses. Offsetting such development were reinstatement premiums received by the Company during the quarter. Also adding to the increase in the loss ratio was the Company's increased writings of finite premiums which normally will produce a higher loss and combined ratio than the property catastrophe business predominantly written by the reinsurance company. Since the Company expects to continue to write additional finite premiums in the future, the Company expects that the combined ratio of the reinsurance segment will modestly increase in the future. Because the Company cedes the majority of the premiums written by its primary companies, any one time adjustments to the net written premiums, claim and claim adjustment expenses incurred, acquisition expenses or operating expenses can cause unusual fluctuations in the insurance ratios of the primary operations. Accordingly, a decrease in the prior year loss reserves of DeSoto was a primary source of the fluctuations in the insurance ratios at the primary companies for the quarter. Net earned premiums of the primary companies were $1.5 million in the second quarter of 2000 compared with $8.2 million for the same quarter of 1999. Net investment income, excluding realized investment gains and losses, for the second quarter of 2000 was $19.2 million, compared to $14.0 million for the same period in 1999. The increase in investment income primarily relates to an increase in invested assets from additional drawings under the Company's line of credit facility of $150 million during 1999 and an increase in investment yields during the second quarter of 2000 as compared with the second quarter of 1999. -13- Corporate expenses decreased to $2.5 million for the quarter ended June 30, 2000, compared with $3.9 million for the same period in 1999. Included in the second quarter of 1999 was a write-off of $3.2 million of goodwill related to the purchase of the operating subsidiaries of Nobel Limited. Interest expense and minority interest for the quarter ended June 30, 2000 increased to $6.3 million from $3.8 million for the same period in 1999. The increase was primarily related to increased borrowings in 1999 under the Company's revolving credit facility and higher interest rates. FOR THE SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1999 For the six months ended June 30, 2000, net income available to common shareholders was $53.8 million or $2.79 per share, compared to $54.1 million or $2.57 per share for the same period in 1999. Gross premiums written for the six months ended June 30, 2000 and 1999 were as follows: - --------------------------------------------------------------------------- Six months ended (in thousands) 30-Jun-00 30-Jun-99 ---------------------------- Reinsurance $ 231,418 $ 190,222 Primary 26,703 32,247 ---------------------------- $ 258,121 $ 222,469 ---------------------------- - --------------------------------------------------------------------------- The majority of the increase in premiums written by Renaissance Reinsurance company during the first six months was due to three items: 1) finite and non-cat premiums written; 2) an increase of reinstatement premiums received; and 3) increased premiums related to timing differences of premiums recorded in the first six months of 2000 compared with the same premiums being recorded in the third quarter of 1999. During the first six months of 2000, ceded premiums written were $90.6 million, compared with $71.3 million for the same period in 1999. The increase in ceded premiums primarily relates to two items; 1) Renaissance Reinsurance ceded a greater amount of premium for the first six months of 2000 ($62.6 million), compared with the first six months of 1999 ($49.7 million), and 2) with the reduction in the operations at Nobel, Nobel has ceded the majority of its gross premiums written, totaling $20.6 million of ceded premium in the first six months of 2000 compared with $12.1 million for the first six months of 1999.The table below sets forth the Company's combined ratio and components thereof, split by segment for the six months ended June 30, 2000 and 1999: -14- ---------------------------------------------------------------------------------- REINSURANCE PRIMARY TOTAL ---------------------------------------------------------------------------------- SIX MONTHS ENDED: 30-Jun-00 30-Jun-99 30-Jun-00 30-Jun-99 30-Jun-00 30-Jun-99 ---------------------------------------------------------------------------------- Loss ratio 37.9% 29.5% 11.1% 42.7% 36.9% 31.7% Expense ratio 26.9% 26.1% 39.2% 29.2% 27.5% 27.2% ---------------------------------------------------------------------------------- Combined ratio 64.8% 55.6% 50.3% 71.9% 64.4% 58.9% ---------------------------------------------------------------------------------- The loss ratio on the reinsurance business increased primarily as a result of loss development arising out of the fourth quarter 1999 European storm losses and estimates for loss events that occurred during the first quarter of 2000, which were greater than the estimates related to the events occurring in the first quarter of 1999. The decrease in the loss ratio on the Company's Primary Operations is primarily related to reduced loss costs from Nobel's operations due to the reduction and/or elimination of the majority of its business, as well as a reduction in the loss reserves of DeSoto. Underwriting expenses are comprised of acquisition expenses and operational expenses. The expense ratio for the reinsurance book of business has remained relatively flat in comparison to prior year. The increase in premiums earned had no corresponding increase in the costs to operate the reinsurance operations. The increase in the expense ratio for the primary book of business was primarily related to increased costs of reinsurance ceded in Nobel and DeSoto which lowered the net premiums earned without reducing the acquisition costs of the companies. Total acquisition costs were $14.8 million for the six months ended June 30, 2000 and $12.8 million for the same period in 1999. Operating expenses decreased to $16.9 million compared to $18.6 million in the same period of 1999 primarily because of the decrease of operations in Nobel as a result of the sale and reinsurance of the primary business units of Nobel during 1999. Net investment income, excluding realized investment gains and losses, for the six months ended June 30, 2000 was $37.7 million, compared to $27.1 million for the same period in 1999. The increase in investment income relates to an increase in invested assets from additional drawings under the Company's line of credit facility of $150.0 million during 1999 and an increase in investment yields during the first six months of 2000 as compared with the first six months of 1999. Corporate expenses decreased to $4.9 million for the six months ended June 30, 2000, compared with $7.9 million for the same period in 1999. Included in the first six months of 1999 was a write-off of $6.6 million of goodwill related to the purchase of the operating subsidiaries of Nobel Limited. Excluding goodwill, the overall increase in corporate expenses relates to expenses arising from the Primary Operations and certain one-time expenses. Interest expense and minority interest for the six months ended June 30, 2000 increased to $12.4 million from $7.4 million for the same period in 1999. The increase was primarily related to increased borrowings in 1999 under the Company's revolving credit facility and higher interest rates. -15- FINANCIAL CONDITION LIQUIDITY AND CAPITAL REQUIREMENTS As a holding company, RenaissanceRe relies on investment income and cash dividends and permitted payments from its subsidiaries to make principal payments, interest payments, cash distributions on outstanding obligations and quarterly dividend payments, if any, to its shareholders. The payment of dividends by the Company's Bermuda subsidiaries to RenaissanceRe is, under certain circumstances, limited under Bermuda insurance law. The Bermuda Insurance Act of 1978, amendments thereto (the "Act") and related regulations of Bermuda require the Company's Bermuda subsidiaries to maintain certain measures of solvency and liquidity. As at June 30, 2000 the statutory capital and surplus of the Company's Bermuda subsidiaries was $660.6 million, and the amount required to be maintained was $101.0 million. Through June 30, 2000, Renaissance Reinsurance paid aggregate cash dividends of $22.6 million compared to $21.6 for the same period in 1999. Glencoe is eligible as an excess and surplus lines insurer in a number of states in the U.S. There are various capital and surplus requirements in these states, with the most onerous requiring Glencoe to maintain a minimum of $15 million in capital and surplus. In this regard, the declaration of dividends from retained earnings and distributions from additional paid-in capital are limited to the extent that the above requirements are met. The Company's U.S. insurance subsidiaries are subject to various statutory and regulatory restrictions regarding the payment of dividends. The restrictions are primarily based upon statutory surplus and statutory net income. The U.S. insurance subsidiaries' combined statutory surplus amounted to $33.3 million at June 30, 2000 and the amount required to be maintained was $22.4 million. Cash Flows - ---------- The Company's operating subsidiaries have historically produced sufficient cash flows to meet expected claims payments and operational expenses and to provide dividend payments to RenaissanceRe. RenaissanceRe's subsidiaries also maintain a concentration of investments in high quality liquid securities, which management believes will provide sufficient liquidity to meet extraordinary claims payments should the need arise. Additionally, the Company maintains a $310.0 million credit facility which is available to the holding company, RenaissanceRe, to meet the liquidity needs of the Company's subsidiaries should the need arise. Approximately $208.0 million was outstanding under the credit facility as of June 30, 2000. Cash flows from operations in the first six months of 2000 were $129.6 million, compared to $53.1 million for the same period in 1999. The significant increase arose partly due to paid loss recoveries received from the Company's reinsurers. The Company has produced cash flows from operations for the full years of 1999 and 1998 significantly in excess of its commitments. To the extent that capital is not utilized in the Company's reinsurance business, the Company will consider using such capital to invest in new opportunities or will consider returning such capital to its shareholders. -16- Because of the potential high severity and low frequency of losses on the coverages written by the Company, and the seasonality of the Company's business, it is not possible to accurately predict the Company's future cash flows from operating activities. As a consequence, cash flows from operating activities may fluctuate, perhaps significantly, between individual quarters and years. RESERVES During the six months ended June 30, 2000 the Company incurred net claims of $42.6 million and paid net losses of $(0.3) million. The Company's policy of purchasing reinsurance coverage continues to have a favorable impact on net incurred claims. Due to the high severity and low frequency of losses related to the property catastrophe insurance and reinsurance business, there can be no assurance that the Company will continue to experience this level of losses. For the Company's reinsurance operations, estimates of claims and claim expenses and the related recoveries are based in part upon estimation of claims resulting from catastrophic events. Estimation by the Company of claims resulting from catastrophic events based upon its own historical claim experience is inherently difficult because of the potential severity of property catastrophe claims. Therefore, the Company utilizes both proprietary and commercially available models, as well as historical reinsurance industry property catastrophe claims experience, for purposes of evaluating future trends and providing an estimate of ultimate claims costs. On both the Company's reinsurance and primary operations, the Company uses statistical and actuarial methods to reasonably estimate ultimate expected claims and claim expenses and the related recoveries. The period of time between the reporting of a loss to the Company and the settlement of the Company's liability may be several years. During this period, additional facts and trends may be revealed. As these factors become apparent, case reserves may be adjusted, sometimes requiring an increase in the overall reserves of the Company, and at other times requiring a reallocation of IBNR reserves to specific case reserves. These estimates are reviewed regularly and such adjustments, if any, are reflected in results of operations in the period in which they become known and are accounted for as changes in estimates. -17- CAPITAL RESOURCES AND SHAREHOLDERS' EQUITY The total capital resources of the Company as at June 30, 2000 and December 31, 1999 was as follows: -------------------------------------------------------------------------------------------------------------- June 30, December 31, (in thousands) 2000 1999 -------------------------------------------------------------------------------------------------------------- Term loan payable $ 42,000 $ 50,000 Revolving Credit Facility-- borrowed 208,000 200,000 Revolving Credit Facility-- unborrowed 102,000 100,000 Minority interest-- Company obligated mandatorily 89,630 89,630 redeemable capital securities of a subsidiary trust Shareholders' Equity 625,241 600,329 -------------------------------------------------------------------------------------------------------------- TOTAL CAPITAL RESOURCES $1,066,871 $1,039,959 -------------------------------------------------------------------------------------------------------------- The Company has a $310.0 million committed revolving credit and term loan agreement with a syndicate of commercial banks. Interest rates on the facility are based on a spread above LIBOR, and averaged approximately 6.8 percent during the first six months of 2000 (5.5 percent for the same period in 1999). The credit agreement contains certain financial covenants including requirements that the ratio of consolidated debt to capital does not exceed 0.35:1; consolidated net worth must exceed the greater of $100.0 million or 125 percent of consolidated debt; and 80 percent of invested assets must be rated BBB- by S&P or Baa3 by Moody's Investor Service or better. The Company was in compliance with all the covenants of this revolving credit and term loan agreement as at June 30, 2000. Renaissance U.S. has a $27 million term loan and $15 million revolving loan facility with a syndicate of commercial banks. Interest rates on the facility are based upon a spread above LIBOR, and averaged 6.7 percent during the first six months of 2000 (5.8 percent for the first six months of 1999). The Credit Agreement contains certain financial covenants, the primary one being that RenaissanceRe, being its principal guarantor, maintain a ratio of liquid assets to debt service of 4:1. This five year term loan has mandatory repayment provisions approximating 25 percent in each of years 2000 through 2003. Under the terms, the Company repaid $8.0 million of the loan in June 2000. The Company was in compliance with all the covenants of this term loan and revolving loan facility as at June 30, 2000. The Capital Securities pay cumulative cash distributions at an annual rate of 8.54 percent, payable semi-annually. The Indenture relating to the Capital Securities contains certain covenants, including a covenant prohibiting the payment of dividends by the Company if the -18- Company shall be in default under the Indenture. The Company was in compliance with all of the covenants of the Indenture at June 30, 2000. During the first six months of 2000, shareholders' equity increased by $24.9 million, from $600.3 million at December 31, 1999 to $625.2 million at June 30, 2000. The significant components of the change included, the payment of dividends of $14.6 million and the repurchase of common shares of $24.4 million, offset by net income from continuing operations of $53.8 million and a decrease in the unrealized depreciation on investments of $6.7 million. INVESTMENTS The table below shows the aggregate amounts of investments available for sale, equity securities and cash and cash equivalents comprising the Company's portfolio of invested assets: ------------------------------------------------------------------------------------------------------ June 30, December 31, (in thousands) 2000 1999 ------------------------------------------------------------------------------------------------------ Investments available for sale, at fair value $ 930,330 $ 907,706 Short term investments 11,054 12,759 Other investments 35,208 22,204 Cash and cash equivalents 184,427 132,112 ------------------------------------------------------------------------------------------------------ TOTAL INVESTED ASSETS $1,161,019 $1,074,781 ------------------------------------------------------------------------------------------------------ At June 30, 2000, the invested asset portfolio had a dollar weighted average rating of AA, an average duration of 2.6 years and an average yield to maturity of 7.9 percent, prior to investment expenses. All fixed income securities in the Company's investment portfolio are classified as securities available for sale and are carried at fair value. Any unrealized gains or losses as a result of changes in fair value over the period such investments are held are not reflected in the Company's statement of operations, but rather are reflected in accumulated other comprehensive income in the consolidated statement of shareholders' equity, in accordance with SFAS No. 115 and 130. As at June 30, 2000 the Company held investments and cash totaling $1.2 billion with a net unrealized depreciation balance of $11.8 million. The Company's investment portfolio is subject to the risks of declines in realizable value. The Company attempts to mitigate this risk through the diversification and active management of its portfolio. At June 30, 2000, $17.5 million of cash and cash equivalents were invested in currencies other than the U.S. dollar, which represented 1.5 percent of the Company's invested assets. The Company has entered into forward purchase agreements allowing it to acquire certain foreign currencies to fund the payment of non-dollar losses. -19- EFFECTS OF INFLATION The potential exists, after a catastrophe loss, for the development of inflationary pressures in a local or regional economy. The anticipated effects on the Company are implicitly considered in the Company's catastrophe loss models. The effects of inflation are also considered in pricing and in estimating reserves for unpaid claims and claim expenses. The actual effects of this post event inflation on the results of the Company cannot be accurately known until claims are ultimately settled. CURRENT OUTLOOK Due to industry losses in 1999, and the related contraction of capacity in the market, prices have stabilized, and prices in the Company's markets on certain programs have increased significantly. However, even where prices have increased, the Company believes that there continues to be numerous transactions in the market that are under-priced relative to expected losses. The Company believes that because of its competitive advantages, including its technological capabilities and its relationships with leading brokers and ceding companies, it is able to identify contracts that are adequately priced and will continue to find opportunities in the property catastrophe reinsurance markets. Because of prior year loss activity, the Company's aggregate cost for reinsurance protection has increased during the current year and accordingly, in certain geographic regions the Company has retained a greater level of net risk in the current year as compared with the previous year. The Company's financial strength has enabled it to pursue opportunities outside of the property catastrophe reinsurance market into the catastrophe exposed primary insurance market. The Company believes that its financial strength will enable it to continue to pursue other opportunities in the future. There can be no assurance that the Company's pursuit of such opportunities will materially impact the Company's financial condition and results of operations. SAFE HARBOUR DISCLOSURE - ----------------------- In connection with, and because it desires to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions readers regarding certain forward-looking statements contained in this report. 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, with respect to future business decisions, 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, the Company. In particular, statements using verbs such as "expect", "anticipate", "intends", "believe" or words of similar impact generally involve forward-looking statements. In light of the risks and uncertainties inherent in all future -20- projections, the inclusion of forward-looking statements in this report should not be considered as a representation by the Company or any other person that the objectives or plans of the Company will be achieved. Numerous factors could cause the Company's actual results to differ materially from those in the forward-looking statements, including the following: (i) the occurrence of catastrophic events with a frequency or severity exceeding the Company's estimates; (ii) a decrease in the level of demand for the Company's reinsurance or insurance business, or increased competition in the industry; (iii) the lowering or loss of one of the financial or claims-paying ratings of the Company or one or more of its subsidiaries; (iv) risks associated with implementing business strategies of the Company; (v) uncertainties in the Company's reserving process; (vi) failure of the Company's reinsurers to honor their obligations; (vii) actions of competitors including industry consolidation; (viii) loss of services of any one of the Company's key executive officers; (ix) the passage of federal or state legislation subjecting Renaissance Reinsurance to supervision or regulation, including additional tax regulation, in the United States or other jurisdictions in which the Company operates; (x) challenges by insurance regulators in the United States to Renaissance Reinsurance's claim of exemption from insurance regulation under the current laws; (xi) changes in economic conditions, including currency rate conditions which could affect the Company's investment portfolio; (xii) a contention by the United States Internal Revenue Service that Renaissance Reinsurance is engaged in the conduct of a trade or business within the U.S.; or (xiii) slower than anticipated growth in the Company's fee-based operations. The foregoing review of important factors should not be construed as exhaustive; the Company undertakes no obligation to release publicly the results of any future revisions it may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. -21- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK MARKET SENSITIVE INSTRUMENTS The Company's investment portfolio includes investments which are available for trading purposes and which are subject to changes in market values with changes in interest rates. The aggregate hypothetical loss generated from an immediate adverse parallel shift in the treasury yield curve of 100 basis points would cause a decrease in total return of 2.6 percent, which equates to a decrease in market value of approximately $29.3 million on a portfolio valued at $1,126.0 million at June 30, 2000. An immediate time horizon was used, as this presents the worst-case scenario. -22- PART II -- OTHER INFORMATION Item 1 -- Legal Proceedings None Item 2 -- Changes in Securities and Use of Proceeds None Item 3 -- Defaults Upon Senior Securities None Item 4 -- Submission of Matters to a Vote of Security Holders (a) The registrant's 2000 Annual General Meeting of Shareholders was held on May 3, 2000. (b) Proxies were solicited by the Company's management pursuant to Regulation 14A under the Securities Exchange Act of 1934; there was no solicitation in opposition to management's nominees as listed in the proxy statement; all of such nominees were elected for a one year term. (c) The following matters were voted upon at the Annual General Meeting with the voting results as indicated: (1) The Company Board Proposal. The Company's Bye-Laws provide for a classified Board, consisting of eleven members (which the Board may determine to expand to twelve members) divided into three classes of approximately equal size. At the Annual Meeting, the shareholders elected four of the eleven directors as Class II Directors, who shall serve until the Company's 2003 Annual Meeting. Class II Directors (whose terms will expire (if elected) in 2003) Nominee Votes for Votes withheld ------- --------- -------------- Thomas A. Cooper 17,736,674 93,367 Kewsong Lee 17,736,794 93,247 W. James MacGinnitie 17,736,194 93,847 James N. Stanard 17,736,894 93,147 -23- (2) The Company's Auditors Proposal. Proposal to appoint Ernst & Young independent auditors of the Company for the 2000 fiscal year. Votes For Votes Against Votes withheld --------- ------------- -------------- 17,827,219 110 2,712 (3) The Renaissance Board Proposal. In accordance with the Company's Bye-Laws, shareholders of the Company are entitled to vote on proposals to be considered by the Company, as the holder of all outstanding capital shares of Renaissance Reinsurance Ltd., ("Renaissance"), at all general meetings of shareholders of Renaissance. Four directors of Renaissance were to be elected at the Annual Meeting. The Bye-Laws of Renaissance provide for a classified Board, consisting of eleven members (which the Renaissance Board may determine to expand to twelve members) divided into three classes of approximately equal size. At the Annual Meeting, the shareholders elected four Class II Directors of Renaissance, who shall serve until the Renaissance 2003 Annual Meeting. Class II Directors (whose terms will expire (if elected) in 2003) Nominee Votes for Votes withheld ------- --------- -------------- Thomas A. Cooper 17,813,801 16,240 Kewsong Lee 17,820,551 9,490 W. James MacGinnitie 17,811,351 18,690 James N. Stanard 17,814,651 15,390 ----------------------------------- (4) The Renaissance Auditors Proposal. Proposal to appoint Ernst & Young independent auditors of Renaissance for the 2000 fiscal year. Votes For Votes Against Votes Withheld --------- ------------- -------------- 17,827,419 110 2,512 Item 5 -- Other Information None -24- Item 6 -- Exhibits and Reports on Form 8-K a. Exhibits: Exhibit 10.1 - Employment Agreement dated as of June 1, 2000 between the Company and John M. Lummis. Exhibit 27 - Financial Data Schedule. b. Current Reports on Form 8-K: The Registrant did not file any reports on Form 8-K during the period beginning April 1, 2000 and ending June 30, 2000. -25- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed by the undersigned thereunto duly authorized. RENAISSANCERE HOLDINGS LTD. By: /s/ John M. Lummis ------------------ John M. Lummis Senior Vice President and Chief Financial Officer Date: August 14, 2000 -26-