UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2002 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 March 31, 2002 was 22,748,069 Total number of pages in this report: 25 1 RenaissanceRe Holdings Ltd. INDEX TO FORM 10-Q PART I -- FINANCIAL INFORMATION ITEM 1 -- Financial Statements Consolidated Balance Sheets as at March 31, 2002 3 (Unaudited) and December 31, 2001 Unaudited Consolidated Statements of Operations for 4 the three-month periods ended March 31, 2002 and 2001 Unaudited Consolidated Statements of Changes in Shareholders' 5 Equity for the three-month periods ended March 31, 2002 and 2001 Unaudited Consolidated Statements of Cash Flows 6 for the three-month periods ended March 31, 2002 and 2001 Notes to Unaudited Consolidated Financial Statements 7 ITEM 2 -- Management's Discussion and Analysis of Results of Operations and Financial Condition 11 ITEM 3 -- Quantitative and Qualitative Disclosures About Market Risk 23 PART II - OTHER INFORMATION 24 ITEM 1 -- Legal Proceedings ITEM 2 -- Changes in Securities and Use of Proceeds 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 --------------------------------------- MARCH 31, 2002 DECEMBER 31, 2001 -------------- ------------------ ASSETS (UNAUDITED) (AUDITED) Fixed maturity investments available for sale, at fair value (Amortized cost $1,545,137 and $1,266,188 at March 31, 2002 and December 31, 2001, respectively) $ 1,551,140 $ 1,282,483 Short term investments, at cost 10,131 7,372 Other investments 49,965 38,307 Cash and cash equivalents 709,743 866,268 -------------- ----------------- Total investments and cash 2,320,979 2,194,430 Premiums receivable 348,113 102,202 Ceded reinsurance balances 77,828 41,690 Losses and premiums recoverable 213,558 217,556 Accrued investment income 18,192 17,696 Deferred acquisition costs 42,345 12,814 Other assets 69,734 57,264 -------------- ----------------- TOTAL ASSETS $ 3,090,749 $ 2,643,652 ============== ================= LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS' EQUITY LIABILITIES Reserve for claims and claim expenses $ 610,493 $ 572,877 Reserve for unearned premiums 402,797 125,053 Debt 183,500 183,500 Reinsurance balances payable 135,923 115,967 Other 71,777 58,650 -------------- ----------------- TOTAL LIABILITIES 1,404,490 1,056,047 -------------- ----------------- MINORITY INTEREST - Company obligated mandatorily redeemable Capital Securities of a subsidiary trust holding solely junior subordinated debentures of the Company 84,630 87,630 MINORITY INTEREST - DaVinci 308,530 274,951 SHAREHOLDERS' EQUITY Series A Preference Shares 150,000 150,000 Common shares and additional paid-in capital 263,173 264,623 Unearned stock grant compensation (17,968) (20,163) Accumulated other comprehensive income 6,003 16,295 Retained earnings 891,891 814,269 -------------- ----------------- TOTAL SHAREHOLDERS' EQUITY 1,293,099 1,225,024 -------------- ----------------- TOTAL LIABILITIES, MINORITY INTEREST, AND SHAREHOLDERS' EQUITY $ 3,090,749 $ 2,643,652 ============== ================= The accompanying notes are an integral part of these financial statements. 3 RENAISSANCERE HOLDINGS LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the three months ended March 31, 2002 and 2001 (in thousands of United States Dollars, except per share amounts) (Unaudited) 2002 2001 ------------ ------------ REVENUES Gross Premiums Written $ 460,834 $ 198,208 ============ ============ Net premiums written $ 379,096 $ 121,232 Increase in unearned premiums (228,788) (37,332) ------------ ------------ Net premiums earned 150,308 83,900 Net investment income 22,783 17,884 Net foreign exchange losses (1,950) (296) Other income 8,129 3,868 Net realized gains on investments 686 7,616 ------------ ------------ TOTAL REVENUES 179,956 112,972 ------------ ------------ EXPENSES Claims and claim expenses incurred 43,118 41,895 Acquisition expenses 18,549 12,545 Operational expenses 10,663 8,512 Corporate expenses 2,690 1,528 Interest expense 2,714 864 ------------ ------------ TOTAL EXPENSES 77,734 65,344 ------------ ------------ Income before minority interest and taxes 102,222 47,628 Minority interest - Company obligated mandatorily redeemable Capital Securities of a subsidiary trust holding solely junior subordinated debentures of the Company 1,833 1,847 Minority interest - DaVinci 9,477 -- ------------ ------------ Income before taxes 90,912 45,781 Income tax expense 596 876 ------------ ------------ NET INCOME 90,316 44,905 Dividends on Series A Preference Shares 3,038 -- ------------ ------------ NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 87,278 $ 44,905 ============ ============ Earnings per Common Share - basic $ 3.92 $ 2.34 Earnings per Common Share - diluted $ 3.75 $ 2.22 The accompanying notes are an integral part of these financial statements. 4 RENAISSANCERE HOLDINGS LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (in thousands of United States Dollars) (Unaudited) 2002 2001 ------------- ------------- Series A Preference Shares Balance --beginning and end of period $ 150,000 $ -- ------------- ------------- Common Stock & additonal paid-in capital Balance -- January 1 264,623 22,999 Exercise of options, and issuance of stock and restricted stock awards (1,407) 7,314 Secondary offering expenses (73) -- Repurchase of Capital Securities 30 -- ------------- ------------- Balance -- March 31 263,173 30,313 ------------- ------------- Unearned stock grant compensation Balance -- January 1 (20,163) (11,716) Restricted stock grants awarded, net 212 (7,920) Amortization 1,983 1,675 ------------- ------------- Balance -- March 31 (17,968) (17,961) ------------- ------------- Accumulated other comprehensive income Balance -- January 1 16,295 6,831 Net unrealized gains (losses) on securities, net of adjustment (see disclosure) (10,292) 8,144 ------------- ------------- Balance -- March 31 6,003 14,975 ------------- ------------- Retained earnings Balance -- January 1 814,269 682,704 Net income 90,316 44,905 Dividends paid (12,694) (7,853) Repurchase of shares -- -- ------------- ------------- Balance -- March 31 891,891 719,756 ------------- ------------- Total Shareholders'Equity $ 1,293,099 $ 747,083 ============= ============= COMPREHENSIVE INCOME Net income $ 90,316 $ 44,905 Other comprehensive income (loss) (10,292) 8,144 ------------- ------------- Comprehensive income $ 80,024 $ 53,049 ============= ============= DISCLOSURE REGARDING NET UNREALIZED GAINS (LOSSES) Net unrealized holding gains (losses) arising during period $ (9,606) $ 15,760 Net realized gains included in net income (686) (7,616) ------------- ------------- Change in net unrealized gains (losses) on securities $ (10,292) $ 8,144 ============= ============= The accompanying notes are an integral part of these financial statements. 5 RENAISSANCERE HOLDINGS LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (in thousands of United States Dollars) (Unaudited) -------------------------------- 2002 2001 ------------- ------------- CASH FLOWS PROVIDED BY OPERATING ACTIVITIES NET INCOME $ 90,316 $ 44,905 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES Amortization and depreciation 1,855 (91) Net realized investment gains (686) (7,616) Change in: Reinsurance balances, net (225,955) 17,119 Ceded reinsurance balances (36,138) (41,310) Deferred acquisition costs (29,531) (5,738) Reserve for claims and claim expenses, net 41,614 20,237 Reserve for unearned premiums 277,744 78,644 Other 317 (31,238) ------------- ------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 119,536 74,912 ------------- ------------- CASH FLOWS USED IN INVESTING ACTIVITIES Proceeds from sale of investments 870,019 854,004 Purchase of investments available for sale (1,163,965) (885,549) ------------- ------------- NET CASH USED IN INVESTING ACTIVITIES (293,946) (31,545) ------------- ------------- CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES Dividends paid - common shares (9,657) (7,853) Dividends paid - Series A preference shares (3,037) -- Minority Interests 30,579 -- ------------- ------------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 17,885 (7,853) ------------- ------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (156,525) 35,514 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 866,268 110,571 ------------- ------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 709,743 $ 146,085 ============= ============= The accompanying notes are an integral part of these financial statements. 6 RenaissanceRe Holdings Ltd. and Subsidiaries Notes to Consolidated Financial Statements (Expressed in U.S. Dollars) (Unaudited) 1. The consolidated financial statements have been prepared on the basis of U.S. 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."), RenaissanceRe Capital Trust (the "Trust") and Renaissance Underwriting Managers, Ltd. ("Renaissance Managers"). The consolidated statements also include the accounts of the Company's partially owned subsidiary, DaVinci Reinsurance Ltd. ("DaVinci"). RenaissanceRe and its subsidiaries are collectively referred to herein as the "Company." All intercompany transactions and balances have been eliminated on consolidation. The Company's principal product is property catastrophe reinsurance, principally provided through Renaissance Reinsurance. The Company acts as underwriting manager and underwrites worldwide property catastrophe reinsurance programs on behalf of joint ventures, including Top Layer Reinsurance Ltd. ("Top Layer Re") and DaVinci. DaVinci was formed in October 2001 with other equity investors. The Company owns a minority equity interest in, but controls a majority of the outstanding votings shares of, DaVinci. Minority interests represent the interests of external parties in respect of net income and shareholders' equity of the Trust and DaVinci. The Company has also established a wholly-owned subsidiary, RenaissanceRe Capital Trust II ("Capital Trust II"), which is a financing subsidiary available to issue certain types of securities on behalf of the Company. As of March 31, 2002, no such securities have been issued by Capital Trust II. The Trust is the issuer of $84.6 million of outstanding Company obligated mandatorily redeemable preferred capital securities and holds a like amount of junior subordinated debentures issued by the Company. The Company's guarantee of the distributions on the preferred securities issued by the Trust (and, if issued, those of Capital Trust II), when taken together with the Company's obligations under the expense reimbursement agreement with the Trusts, provides a full and unconditional guarantee of amounts due on the Trust preferred securities. 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. The Company purchases 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 $45.6 million and $35.7 million for the three-month periods ended March 31, 2002 and 2001, respectively. Other than loss recoveries, certain of the Company's ceded reinsurance contracts provide for 7 recoveries of additional premiums, reinstatement premiums and for unrecovered no claims bonuses which are unrecoverable when losses are ceded to those reinsurance contracts. Total recoveries netted against premiums and claims and claim expenses incurred for the three months ended March 31, 2002 were $14.0 million compared to $43.8 million for the three months ended March 31, 2001. Included in losses and premiums recoverable are recoverables of $12.7 million which are related to retroactive reinsurance agreements. In accordance with Statement of Financial Accounting Standards ("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 March 31, 2002, the Company has deferred $7.3 million of recoveries related to a retroactive reinsurance contract. This has been included in other liabilities on the consolidated balance sheet and will be recognized as a reduction in claims and claim expenses incurred in the consolidated statement of operations as amounts are received from the reinsurer. 3. Effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets." As a result, the Company's goodwill existing at December 31, 2001 is no longer being amortized but is subject to an annual impairment review. In accordance with the transition provisions of SFAS No. 142, the Company is working on the first step of the transitional goodwill impairment test and expects to have this completed by June 30, 2002. The following table sets forth the effects of adopting SFAS No. 142 on the comparative period income: --------------------------------------------------------------------------- (in thousands of U.S. dollars expect share and per share data) Three months ended March 31, 2001 ------------------ Net income available to common shareholders, as reported $ 44,905 Add back: goodwill amortization expense 139 ------------------ Adjusted net income available to common shareholders $ 45,044 ================== Average common shares outstanding - basic 19,226,892 Average common shares outstanding - diluted 20,229,701 Adjusted per common share data Earnings per common share - basic $ 2.34 Earnings per common share - diluted $ 2.23 --------------------------------------------------------------------------- Included in other assets at March 31, 2002 and December 31, 2001 is goodwill of $9.2 million, net of accumulated amortization of $14.0 million. The goodwill recorded by the Company relates entirely to its U.S. primary business segment. 4. For the three month period ended March 31, 2002, the Company paid interest of $2.7 million on its outstanding loans and 7% Senior Notes. For the same period in the previous year the 8 Company paid interest $0.9 million on its outstanding loans. See "Financial Condition - Capital Resources and Shareholders' Equity" for further discussion. 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: -------------------------------------------------------------------------------------------------- Three months ended March 31, 2002 2001 -------------------------------------------------------------------------------------------------- (in thousands of U.S. dollars except share and per share data) -------------------------------------------------------------------------------------------------- Numerator: Net income available to common shareholders $ 87,278 $ 44,905 ============ ============ Denominator: Denominator for basic earnings per common share - Weighted average common shares 22,262,532 19,226,892 Per common share equivalents of employee stock Options and restricted shares 999,897 1,002,809 ------------ ------------ Denominator for diluted earnings per common share - Adjusted weighted average common shares and assumed conversions 23,262,429 20,229,701 ============ ============ Basic earnings per common share $ 3.92 $ 2.34 Diluted earnings per common share $ 3.75 $ 2.22 -------------------------------------------------------------------------------------------------- 6. The Board of Directors of the Company declared, and the Company paid, a dividend of $0.425 per share to shareholders of record on February 19, 2002. On May 2, 2002, the Board of Directors declared a dividend of $0.425 per share payable on May 30, 2002 to shareholders of record on May 16, 2002. The preceding amounts do not reflect the three-for-one share split declared by the Board and payable on the same date. See note 9a. On a post-split basis, the dividend will be $0.142 per share. 7. 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 and homeowners catastrophe-exposed property business. 9 Data for the three month periods ended March 31, 2002 and 2001 are as follows: -------------------------------------------------------------------------------------------- QUARTER ENDED MARCH 31, 2002 (IN THOUSANDS OF U.S. DOLLARS) REINSURANCE PRIMARY OTHER TOTAL ----------------------------------------------------- Gross premiums written $ 433,085 $ 27,749 $ - $ 460,834 Total revenues 164,406 12,391 3,159 179,956 Income (loss) before taxes 89,964 3,057 (2,109) 90,912 Assets 2,659,336 361,686 69,727 3,090,749 ----------------------------------------------------- Claims and claim expense ratio 28.4% 32.5% - 28.7% Expense ratio 17.2% 52.7% - 19.4% ----------------------------------------------------- Combined ratio 45.6% 85.2% - 48.1% ===================================================== -------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------- QUARTER ENDED MARCH 31, 2001 (IN THOUSANDS OF U.S. DOLLARS) REINSURANCE PRIMARY OTHER TOTAL ----------------------------------------------------- Gross premiums written $ 188,313 $ 9,895 $ - $ 198,208 Total revenues 108,003 4,254 715 112,972 Income (loss) before taxes 45,030 3,386 (2,635) 45,781 Assets 1,367,276 242,157 56,303 1,665,736 ----------------------------------------------------- Claims and claim expense ratio 53.6% -133.3% - 49.9% Expense ratio 23.0% 123.3% - 25.1% ----------------------------------------------------- Combined ratio 76.6% -10.0% - 75.0% ===================================================== -------------------------------------------------------------------------------------------- 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 Company's 8.54 percent junior subordinated debentures due March 1, 2027 ("Capital Securities") and corporate expenses, partially offset by realized investment gains on sales of investments and investment income. 8. 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. The net deferred tax asset of $3.6 million is net of a $23.3 million valuation allowance. Net operating loss carryforwards and future tax deductions will be available to offset regular taxable U.S. income during the 10 carryforward period (which expires during the period ranging from 2018 through 2020), subject to certain limitations. 9. Subsequent Events a) On May 2, 2002, the Company announced a three-for-one split of the Company's common shares in the form of a stock dividend. The Company will issue two shares in respect of every one outstanding on the record date. The stock dividend will be paid on May 30, 2002 to shareholders of record on May 16, 2002. Unless expressly stated otherwise, all share and per share amounts in this quarterly report are given on a pre-split basis. b) On April 19, 2002, DaVinci entered into a credit agreement with a syndicate of commercial banks providing for a $100.0 million revolving credit facility. As of May 10, 2002, DaVinci borrowed the full $100.0 million available under this facility to repay $100 million bridge financing provided by RenaissanceRe. Interest rates on the facility are based on a spread above LIBOR. Neither RenaissanceRe nor Renaissance Reinsurance is a guarantor of this facility and the lenders have no recourse against our affiliates other than DaVinci under this facility. Pursuant to the terms of the $310.0 million facility maintained by RenaissanceRe a default by DaVinci in its obligations will not result in a default under the RenaissanceRe facility. Although the Company only owns a minority of the economic interests of DaVinci, the Company controls a majority of its outstanding voting power and, accordingly, DaVinci is included in the Company's consolidated financial statements; as a result, the replacement of $100 million debt from RenaissanceRe with $100 million of debt from a third party will cause the Company's consolidated debt to increase by $100 million. c) On May 10, 2002, the Company completed the purchase of OPCat, formerly a subsidiary of Overseas Partners Ltd. ("OPL"). The Company had previously announced on February 13, 2002 that it would assume the catastrophe reinsurance business which it had previously written on behalf of OPCat. The transactions occurred in connection with OPL's announcement that it will restructure OPL and cause most of its operations to begin an orderly run-off. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following is a discussion and analysis of our results of operations for the three month period ended March 31, 2002 and financial condition as of March 31, 2002. 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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2001. General We provide reinsurance that is subject to the risk of natural and man-made catastrophes, as well as other lines of reinsurance where risk of natural catastrophe represents a significant component of the overall exposure. Our results depend to a large extent on the frequency and severity of catastrophic events, and the concentration and coverage offered to clients impacted thereby. Our catastrophe reinsurance business includes 1) writing reinsurance on our own behalf and 2) writing reinsurance on behalf of our joint ventures, principally Top Layer Re and DaVinci. We receive fee income based on the performance of these joint ventures. The results of operations from DaVinci are consolidated in our financial statements. Our primary operations principally provide coverage with respect to risks that are also exposed to natural catastrophes. Recently, we have increased our premiums from specialty lines of reinsurance, including property per risk, aviation, catastrophe-exposed workers compensation coverages, finite and satellite reinsurance. We have also increased our premiums written by Glencoe, which primarily provides catastrophe exposed primary property coverage on an excess and surplus lines basis. We may write other lines of reinsurance in the future although there can be no assurance that any such premiums will be material to us. From time to time, we 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, we seek 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, we regularly review strategic opportunities and periodically engage in discussions regarding possible transactions. 12 RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2002 COMPARED TO THE QUARTER ENDED MARCH 31, 2001 A summary of the significant components of our revenues and expenses are as follows: - ------------------------------------------------------------------------------------------------- Quarter ended March 31, 2002 2001 - ------------------------------------------------------------------------------------------------- Net underwriting income - Reinsurance (1) $ 76,541 $ 18,716 ------------------------ Net underwriting income - Primary (1) 1,437 2,232 Other income 8,129 3,868 Investment income 22,783 17,884 Interest and fixed charges (7,585) (2,711) Corporate expenses, taxes & other (5,236) (2,700) Minority Interests (9,477) - ------------------------ Net operating income available to common shareholders (2) 86,592 37,289 Net realized gains 686 7,616 ------------------------ Net income $ 87,278 $ 44,905 ======================== Operating income per common share - diluted $ 3.72 $ 1.84 Net income per common share - diluted $ 3.75 $ 2.22 (1) Net underwriting income consists of net premiums earned less claims and claim expenses incurred, acquisition costs and operational expenses. (2) Net operating income excludes realized gains and losses on investments. - ------------------------------------------------------------------------------------------------- The $49.3 million increase in operating income in the quarter ended March 31, 2002 compared to the quarter ended March 31, 2001 was primarily the result of the following items: o A $48.3 million increase in underwriting income from our reinsurance operations (offset in part by minority interests), which was primarily due to the significant growth in written premium, as noted below, and a corresponding growth in earned premium. Also, during the quarter ended March 31, 2002, the relatively low level of property catastrophe losses increased our underwriting income from the reinsurance operations; plus o A $4.3 million increase in other income caused by an increase of $1.6 million from profits and fees from our joint venture activities, plus $2.5 million in gains from contracts triggered by physical variables; less o A $2.4 million increase in other charges which primarily relates to a $1.1 million increase in corporate expenses, and a $1.7 million increase in foreign exchange losses. On a combined basis, increases in investment income and fixed charges in the quarter were immaterial. Individually, each component increased as a result of our capital raising activities during the second half of 2001, where we increased our assets by $532 million through the issuance of $150 million in debt, $150 million in Series A preference shares and $232 million common shares. 13 For the quarter ended March 31, 2002, net operating income available to common shareholders, excluding realized investment gains and losses, was $86.6 million or $3.72 per common share, compared to $37.3 million or $1.84 per common share for the same quarter in 2001. Net income available to common shareholders rose 94% to $87.3 million, or $3.75 per common share, in the quarter, compared to $44.9 million, or $2.22 per share, for the same quarter of 2001. Gross premiums written for the first quarter of 2002 and 2001 were as follows: - ---------------------------------------------------------------------- Quarter ended March 31, 2002 2001 -------------------------- Cat Premium Renaissance $ 201,920 $ 166,047 Assumed from OP Cat 34,873 - DaVinci 95,269 - -------------------------- Total Cat Premium 332,062 166,047 Specialty Reinsurance 101,023 22,266 -------------------------- Total Reinsurance 433,085 188,313 -------------------------- Insurance Premiums Glencoe 22,677 1,756 Insurance Premiums other 5,072 8,139 -------------------------- Total Insurance premiums 27,749 9,895 -------------------------- Total gross written premiums $ 460,834 $ 198,208 ========================== - ---------------------------------------------------------------------- The increase in gross premiums written during the quarter ended March 31, 2002 as compared to the quarter ended March 31, 2001 was primarily the result of the hardening market environment which arose following the large losses incurred by many insurance and reinsurance companies from the World Trade Center tragedy. The losses incurred by many insurers and reinsurers from the World Trade Center tragedy were greater than they expected and caused many insurers and reinsurers to reevaluate 1) the risks they were assuming, 2) the correlation of the risks they were assuming and 3) the prices they were charging for insuring these risks. We believe that as a result many insurers and reinsurers have either 1) withdrawn from certain segments of the insurance or reinsurance market or 2) increased prices for coverages offered to insureds. Both of these factors, withdrawal of capacity and increasing prices, have provided opportunities for us to substantially grow our written premiums. Our property catastrophe premiums have increased primarily due to increased prices across our markets, which has resulted in higher prices on our renewing business, and has increased the number of contracts which are being marketed on terms which meet our exposure criteria and which are priced at economical rates of return. The market conditions described above have also contributed to our expansion in 1) the specialty reinsurance market, which includes coverages such as catastrophe exposed workers compensation, finite and aviation risks and 2) the primary insurance market, where we provide catastrophe exposed property coverage on an excess and surplus lines basis, primarily through our subsidiary Glencoe Insurance. Following the World Trade Center tragedy, we have also increased our penetration into the property catastrophe reinsurance market, which we measure based on the amount of managed catastrophe 14 premiums we write. For the quarter ended March 31, 2002, our total managed catastrophe premiums, which are catastrophe premiums we write on behalf of Renaissance Reinsurance and our joint ventures were $370.4 million, $168.4 million of which were derived from DaVinci, OPCat and Top Layer Re. For the quarter ended March 31, 2001, total managed catastrophe premiums were $214.7 million, $48.8 million of which were derived from our joint ventures. The increase in other income to $8.1 million for the quarter ended March 31, 2002 compared to $3.9 million for the quarter ended March 31, 2001, was primarily due to 1) an increase of $1.6 million from profits and fees earned from our joint venture activities and 2) $2.5 million of gains from contracts triggered by physical variables. In the future, we expect our fee income from our joint ventures to be affected by the projected growth of DaVinci, partially offset by our direct assumption of the business we previously managed for OPCat. The underwriting results of an insurance or reinsurance company are often measured by reference to its loss ratio, expense ratio, and combined ratio. The loss ratio is the result of dividing claims and claim expenses incurred by net premiums earned. The expense ratio is the result of dividing underwriting expenses (acquisition and operational expenses) by net premiums earned. The combined ratio is the sum of the loss ratio and the expense ratio. The table below sets forth our combined ratio and components thereof, by segment, for the quarters ended March 31, 2002 and 2001: ---------------------------------------------------------------- REINSURANCE PRIMARY TOTAL ---------------------------------------------------------------- QUARTER ENDED: 31-Mar-02 31-Mar-01 31-Mar-02 31-Mar-01 31-Mar-02 31-Mar-01 ---------------------------------------------------------------- Loss ratio 28.4% 53.6% 32.5% -133.3% 28.7% 49.9% Expense ratio 17.2% 23.0% 52.7% 123.3% 19.4% 25.1% ---------------------------------------------------------------- Combined ratio 45.6% 76.6% 85.2% -10.0% 48.1% 75.0% ---------------------------------------------------------------- We have benefited from the relatively low level of catastrophe losses in the first quarter of 2002 and, accordingly, the loss ratio of our reinsurance business decreased to 28.4% for the quarter ended March 31, 2002, compared to 53.6% for the same quarter in 2001. Based on the decreased level of net earned premiums in the first quarter of 2001, relatively modest one time adjustments to net written premiums, claims and claim expenses incurred, acquisition expenses or operating expenses can cause, and did cause, unusual fluctuations in the claims and claim expense ratio and the underwriting expense ratio of our primary operations. Net investment income, excluding realized investment gains and losses, for the first quarter of 2002 was $22.8 million, compared to $17.9 million for the same period in 2001. The increase in investment income primarily relates to the increase of our investment assets as a result of our capital raising activities during the second half of 2001, offset partially by decreases in investment yields during the first quarter of 2002 as compared to the first quarter of 2001. Operating expenses were $10.7 million for the first quarter of 2002, compared to $8.5 million for the same quarter of 2001. The increase was due to additional costs for personnel and operating expenses associated with our increase in operations. Interest expense (including interest expense on the Capital Securities which is reflected as minority interest) for the quarter ended March 31, 2002 increased to $4.5 million from $2.7 million for the same period in 2001. The increase in interest expense was primarily due to interest paid on the 7% Senior Notes (which were issued in July 2001) during the first quarter of 2002. 15 FINANCIAL CONDITION LIQUIDITY AND CAPITAL REQUIREMENTS Our holding company, RenaissanceRe, relies on investment income, cash dividends and permitted payments from our subsidiaries to make principal payments, interest payments, cash distributions on outstanding obligations and quarterly dividend payments, if any, to our shareholders. The payment of dividends by our Bermuda subsidiaries to our holding company, 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 our Bermuda subsidiaries to maintain certain measures of solvency and liquidity. As at March 31, 2002 the statutory capital and surplus of our Bermuda subsidiaries was $1,686.6 million, and the amount required to be maintained was $231.0 million. Our U.S. insurance subsidiaries are also required to maintain certain measures of solvency and liquidity. As at March 31, 2002 the statutory capital and surplus of our U.S. subsidiaries was $30.3 million, and the amount required to be maintained was $24.3 million. In the three month period through March 31, 2002, our subsidiary, Renaissance Reinsurance, declared dividends of $40.5 million compared to $52.5 million for the same period in 2001. CASH FLOWS Our operating subsidiaries have historically produced sufficient cash flows to meet expected claims payments and operational expenses and to provide dividend payments to our holding company, RenaissanceRe. Our subsidiaries also maintain a concentration of investments in high quality liquid securities, which we believe will provide sufficient liquidity to meet extraordinary claims payments should the need arise. Additionally, we maintain a $310.0 million credit facility which is available to meet the liquidity needs of our subsidiaries should the need arise. No amount was outstanding under this credit facility as of March 31, 2002. Cash flows from operations in the first three months of 2002 were $119.5 million, compared to $74.9 million for the same period in 2001. Cash flows exceeded operating income in this period partly due to paid loss recoveries received from our reinsurers. We have produced cash flows from operations for the full years of 2002 and 2001 in excess of our commitments. To the extent that capital is not utilized in our reinsurance business, we will consider using such capital to invest in new opportunities or will consider returning such capital to our shareholders. During the quarter, in order to meet additional capacity demands in the market emanating from the World Trade Center tragedy, we contributed additional capital to Renaissance Reinsurance, bringing the total capital of Renaissance Reinsurance to $1 billion. Because of the nature of the coverages we provide, which typically can produce infrequent losses of high severity, it is not possible to predict our future cash flows from operating activities with precision. As a consequence, cash flows from operating activities may fluctuate, perhaps significantly, between individual quarters and years. RESERVES For most insurance and reinsurance companies, the most significant judgment made by management is the estimation of the claims and claim expense reserves. Because of the variability and uncertainty 16 associated with loss estimation, it is possible that our individual case reserves for any loss event will vary from our ultimate loss results, possibly materially. The period of time from the reporting of a loss to us through the settlement of our liability may be several years. During this period, additional facts and trends will be revealed and as these factors become apparent, reserves may be adjusted. Therefore, adjustments to our loss reserves can impact our current net income by 1) increasing our net income if our reserves prove to be redundant, or 2) reducing our net income if our reserves prove to be insufficient. The impact on net income from changes in prior years loss reserves was an increase of $2.3 million during the first quarter of 2002, compared to a decrease of $6.3 million for the same period in 2001. Unlike the loss reserves of U.S. insurers, the loss reserves established by Bermuda companies are not regularly examined by insurance regulators. For our insurance and reinsurance operations, our estimates of claims reserves are based on 1) claims reports from insureds, 2) our underwriters' experience in setting claims reserves, 3) the use of computer models where applicable and 4) historical industry claims experience. Where necessary, we will also use statistical and actuarial methods to estimate ultimate expected claims and claim expenses. We review our reserves on a regular basis. Our principal business is property catastrophe reinsurance, which subjects us to potential losses that are generally infrequent, but can be significant, such as losses from hurricanes and earthquakes. Because the loss events to which we are exposed are generally characterized by low frequency but high severity, our claims and claim expense reserves will normally fluctuate, sometimes materially, based upon the occurrence of a significant natural or man-made catastrophic loss for which we provide reinsurance. Our reserves will also fluctuate based on the payments we make for these large loss events. As we pay losses related to these large events, if no other events have occurred, our loss reserves would normally tend to decrease. 17 The table below sets out our gross and net claims and claim expense reserves as at March 31, 2002 and December 31, 2001, compared to the balance of our shareholders' equity: - -------------------------------------------------------------------------- As at March 31, As at December 31, 2002 2001 ------------------------------------ Gross reserves $ 610,493 $ 572,877 Recoverables 213,558 217,556 ------------------------------------ Net reserves $ 396,935 $ 355,321 ==================================== Shareholders' equity 1,293,099 1,225,024 Gross reserves as a % of equity 47.2% 46.8% Net reserves as a % of equity 30.7% 29.0% - -------------------------------------------------------------------------- During the three months ended March 31, 2002 we incurred net claims of $43.1 million and paid net losses of $6.4 million. 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 we will continue to experience this level of losses and/or recoveries. Incurred but not reported ("IBNR") reserves at March 31, 2002 were $312.6 million compared with $286.7 million at December 31, 2001. CAPITAL RESOURCES AND SHAREHOLDERS' EQUITY Our total capital resources as at March 31, 2002 and December 31, 2001 were as follows: - --------------------------------------------------------------------------------------------------------------- March 31, December 31, (in thousands of U. S. dollars) 2002 2001 - --------------------------------------------------------------------------------------------------------------- Common shareholders' equity $1,143,099 $ 1,075,024 Series A preference shares 150,000 150,000 ---------- ----------- Total shareholders' equity 1,293,099 1,225,024 7% senior notes - due 2008 150,000 150,000 Term loan and borrowed revolving credit facility payable (Renaissance U.S.) 33,500 33,500 Revolving Credit Facility - borrowed (RenaissanceRe) -- -- Revolving Credit Facility - unborrowed (RenaissanceRe) 310,000 310,000 Minority interest - Company obligated mandatorily redeemable capital securities of a subsidiary trust 84,630 87,630 - --------------------------------------------------------------------------------------------------------------- TOTAL CAPITAL RESOURCES $1,871,229 $ 1,806,154 ========== =========== - --------------------------------------------------------------------------------------------------------------- 18 We have a $310.0 million committed revolving credit and term loan agreement with a syndicate of commercial banks. As of March 31, 2002, we had no borrowings outstanding against this facility. Interest rates on the facility are based on a spread above LIBOR, and averaged approximately 6.9 percent during the first three months of 2001. Our subsidiary, Renaissance U.S., has an $18.5 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 2.5 percent during the first three months of 2002 (compared to 6.7 percent for the first three months of 2001). The related agreements contain certain financial covenants, the primary one being that our holding company, RenaissanceRe, being the principal guarantor, maintain a ratio of Liquid Assets to debt service of 4:1. The term loan has mandatory repayment provisions approximating $9.0 million per year in each of years 2002 and 2003. We were in compliance with all the covenants of this term loan and revolving loan facility as at March 31, 2002. Our subsidiary, RenaissanceRe Capital Trust, has issued Capital Securities which 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 us if we are in default under the Indenture. We were in compliance with all of the covenants of the Indenture at March 31, 2002. From time to time, we may opportunistically repurchase outstanding Capital Securities. The Company's guarantee of the distributions on the preferred securities issued by the Trust, when taken together with the Company's obligations under the expense reimbursement agreement with the Trust, provides a full and unconditional guarantee of amounts due on the Trust preferred securities. During the first three months of 2002, shareholders' equity increased by $68.1 million, from $1,225.0 million at December 31, 2001 to $1,293.1 million at March 31, 2002. Shareholders' equity attributable to common shareholders was $1,143.1 at March 31, 2002 and $1,075.0 at December 31, 2001. The significant components of the change in shareholders' equity were net income from continuing operations of $90.3 million, partially offset by a decrease in unrealized gains on investments of $10.3 million and dividends to common shareholders and Series A preference shareholders of $12.7 million. INVESTMENTS The table below shows the aggregate amounts of investments available for sale, equity securities and cash and cash equivalents comprising our portfolio of invested assets: - -------------------------------------------------------------------------------------------------------- March 31, December 31, (in thousands of U.S. dollars) 2002 2001 - -------------------------------------------------------------------------------------------------------- Investments available for sale, at fair value $ 1,551,140 $ 1,282,483 Other investments 49,965 38,307 Cash, cash equivalents and short term investments 719,874 873,640 - -------------------------------------------------------------------------------------------------------- TOTAL INVESTED ASSETS $ 2,320,979 $ 2,194,430 - -------------------------------------------------------------------------------------------------------- 19 At March 31, 2002, our invested asset portfolio had a weighted average rating of AA, an average duration of 2.2 years and an average yield to maturity of 4.45 percent, net of investment expenses. At March 31, 2002 we held investments and cash totaling $2.3 billion with a net unrealized appreciation balance of $6.0 million. Our investment portfolio is subject to the risks of declines in realizable value. We attempt to mitigate this risk through diversification and active management of our portfolio. At March 31, 2002, $21.4 million of cash and cash equivalents were invested in currencies other than the U.S. dollar, which represented less than 1% percent of our invested assets. CATASTROPHE LINKED INSTRUMENTS We have assumed risk through catastrophe and derivative instruments under which losses could be triggered by an industry loss index or geological or physical variables. During the first quarter of 2002 and 2001, we recorded recoveries on these contracts of $2.5 million and nil, respectively. We report these recoveries in other income. 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 us are implicitly considered in our 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 our results cannot be accurately known until claims are ultimately settled. OFF BALANCE SHEET AND SPECIAL PURPOSE ENTITY ARRANGEMENTS As of March 31, 2002, we have not entered into any guarantees, or guaranteed the liabilities of any non-consolidated affiliates or subsidiaries or other non-related parties. CURRENT OUTLOOK The changes to the market environment caused by the World Trade Center tragedy are expected to continue to be a factor during 2002. We believe that prices for risks assumed by insurance and reinsurance companies are continuing to increase, and that there is generally an improved understanding of the correlation between the various lines of business which some participants may previously have seen to be independent. In addition, the sensitivity to credit quality of insurers and reinsurers continues to be a factor in the industry. Because RenaissanceRe experienced relatively limited losses from the World Trade Center tragedy and continues to have stable, high credit ratings, we believe that we are well positioned to continue to significantly increase our managed catastrophe premiums. Also, during the quarter ended March 31, 2002, we wrote $101.0 million of premium related to specialty reinsurance coverages, as compared to $22.3 million for the first quarter of 2001. We anticipate that we will continue to expand our presence in specialty reinsurance coverages, which we define as coverages which are not specifically property catastrophe reinsurance coverages. 20 We also anticipate that we will continue to increase the premiums written by our Bermuda-based primary insurance company, Glencoe. Glencoe, which primarily provides catastrophe exposed primary property coverage on an excess and surplus lines basis, wrote $22.7 million of gross written premiums for the first quarter of 2002, as compared to $12.9 million in 2001. We are expanding and enhancing our underwriting, risk management and operational capabilities in specialty reinsurance and Glencoe. We can not assure you that we will succeed in the execution of our growth plans for Glencoe or our specialty reinsurance business, or that these business will sustain their current premium levels if market conditions change. As a result of the World Trade Center tragedy, we expect the cost of reinsurance protection to increase during 2002. If prices rise to levels whereby we believe the purchase of reinsurance protection would become uneconomical, we may retain a greater level of net risk in certain geographic regions. In order to obtain longer-term retrocessional capacity, we have entered into multi-year contracts with respect to a portion of our portfolio. We have also begun to enter into quota share type reinsurance relationships from which we receive fees and profit commissions. The World Trade Center tragedy has caused insurers and reinsurers to seek to limit their potential exposures to losses from terrorism attacks. We often exclude losses from terrorism in the reinsurance and insurance that we write, but do have potential exposures to this risk. We continue to monitor our aggregate exposure to terrorist attacks. Subsequent to the World Trade Center tragedy, a substantial amount of capital entered the insurance and reinsurance markets both through investments in established companies and through start-up ventures. Currently, we do not believe that the new capital has resulted in significant adverse changes to the prevailing pricing structure in the property catastrophe reinsurance market. However, it is possible that the combination of the addition of new capital in the marketplace and an environment with continued light catastrophe losses, could cause a reduction in prices of our products and may shorten the time horizon of the current price increases. To the extent that industry pricing of our products is reduced to levels we believe to be uneconomical, then we would reduce our future underwriting premiums. SAFE HARBOR 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. This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which, 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, us. In particular, statements using words such as "expect", "anticipate", "intends", "believe" or words of similar import generally involve forward-looking statements. In light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this report should not 21 be considered as a representation by the Company or any other person that its objectives or plans will be achieved. Numerous factors could cause the Company's actual results to differ materially from those addressed by the forward-looking statements, including the following: (1) the occurrence of natural or man-made catastrophic events with a frequency or severity exceeding our estimates; (2) a decrease in the level of demand for our reinsurance or insurance business, or increased competition in the industry; (3) the lowering or loss of one of the financial or claims-paying ratings of ours or one or more of our subsidiaries; (4) risks associated with implementing our business strategies and initiatives for organic growth, including risks relating to managing that growth; (5) acts of terrorism or acts of war; (6) slower than anticipated growth in our fee-based operations; (7) changes in economic conditions, including interest and currency rate conditions which should affect our investment portfolio; (8) uncertainties in our reserving process; (9) failure of our reinsurers to honor their obligations; (10) extraordinary events affecting our clients, such as bankruptcies and liquidations; (11) loss of services of any one of our key executive officers; (12) 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 we operate; (13) challenges by insurance regulators in the United States to Renaissance Reinsurance's claim of exemption from insurance regulation under current laws; (14) a contention by the United States Internal Revenue Service that our Bermuda subsidiaries, including Renaissance Reinsurance, are subject to U.S. taxation; and (15) actions of competitors, including industry consolidation, the launch of new entrants and the development of competing financial products. The factors listed above should not be construed as exhaustive. Certain of these factors may be described in more detail from time to time in our filings with the Securities and Exchange Commission. We undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 22 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 2.2 percent, which equates to a decrease in market value of approximately $47.6 million on a portfolio valued at $2,164.1 million at March 31, 2002. An immediate time horizon was used, as this presents the worst-case scenario. 23 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 None Item 5 -- Other Information None Item 6 -- Exhibits and Reports on Form 8-K a. Exhibits: Credit Agreement between DaVinciRe Holdings Ltd. and Citibank, N.A. dated as of April 19, 2002. b. Current Reports on Form 8-K: None 24 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 Executive Vice President and Chief Financial Officer Date: May 15, 2002 25