SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: Commission File Number:
September 30, 2001 1-15731
---------------------- -----------------------
EVEREST RE GROUP, LTD.
----------------------
(Exact name of Registrant as specified in its charter)
Bermuda Not Applicable
------------------------ ----------------------------
(State or other juris- (IRS Employer Identification
diction of incorporation Number)
or organization)
c/o ABG Financial & Management Services, Inc.
Parker House
Wildey Business Park, Wildey Road
St. Michael, Barbados
(246) 228-7398
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
--------------------------------------------------------------------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.
YES X NO
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Number of Shares Outstanding
Class at October 30, 2001
----- ----------------------------
Common Shares, $.01 par value 46,254,583
EVEREST RE GROUP, LTD.
Index To Form 10-Q/A
PART I
FINANCIAL INFORMATION
---------------------
Page
ITEM 1. FINANCIAL STATEMENTS ----
--------------------
Consolidated Balance Sheets at September 30, 2001 (unaudited)
and December 31, 2000 3
Consolidated Statements of Operations and Comprehensive Income
for the three and nine months ended September 30, 2001 and
2000 (unaudited) 4
Consolidated Statements of Changes in Shareholders' Equity for
the three and nine months ended September 30, 2001 and 2000
(unaudited) 5
Consolidated Statements of Cash Flows for the three and nine
months ended September 30, 2001 and 2000 (unaudited) 6
Notes to Consolidated Financial Statements (unaudited) 7
Part I - Item 1
EVEREST RE GROUP, LTD.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except par value per share)
September 30, December 31,
------------- -------------
2001 2000
------------- -------------
ASSETS: (unaudited)
Fixed maturities - available for
sale, at market value (amortized
cost: 2001, $5,173,716; 2000,
$4,849,679) $ 5,394,882 $ 4,951,893
Equity securities, at market value
(cost: 2001, $35,542; 2000, $22,340) 31,914 36,491
Short-term investments 173,221 398,542
Other invested assets 32,103 29,211
Cash 79,715 76,823
------------- -------------
Total investments and cash 5,711,835 5,492,960
Accrued investment income 88,613 77,312
Premiums receivable 469,057 394,137
Reinsurance receivables 774,443 508,998
Funds held by reinsureds 157,481 161,350
Deferred acquisition costs 135,156 106,638
Prepaid reinsurance premiums 57,763 58,196
Deferred tax asset 188,983 174,482
Other assets 77,404 39,022
------------- -------------
TOTAL ASSETS $ 7,660,735 $ 7,013,095
============= =============
LIABILITIES:
Reserve for losses and
adjustment expenses $ 4,140,836 $ 3,786,178
Future policy benefit reserve 234,579 206,589
Unearned premium reserve 528,989 401,148
Funds held under reinsurance
treaties 203,812 110,464
Losses in the course of
payment 93,355 102,167
Contingent commissions 6,566 9,380
Other net payable to reinsurers 71,069 60,564
Current federal income taxes (40,055) (8,209)
8.5% Senior notes due 3/15/2005 249,674 249,615
8.75% Senior notes due 3/15/2010 199,058 199,004
Revolving credit agreement
borrowings 134,000 235,000
Accrued interest on debt and
borrowings 2,086 12,212
Other liabilities 116,510 65,631
------------- -------------
Total liabilities 5,940,479 5,429,743
------------- -------------
SHAREHOLDERS' EQUITY:
Preferred shares, par value:
$0.01; 50 million shares
authorized; no shares issued
and outstanding - -
Common shares, par value:
$0.01; 200 million shares
authorized; 46.2 million
shares issued in 2001 and
46.0 million shares issued
in 2000 463 460
Additional paid-in capital 268,948 259,958
Unearned compensation (129) (170)
Accumulated other comprehensive
income, net of deferred income
taxes of $55.0 million in 2001
and $30.4 million in 2000 146,749 72,846
Retained earnings 1,304,280 1,250,313
Treasury shares, at cost;
0.0 million shares in 2001 and
2000 (55) (55)
------------- -------------
Total shareholders' equity 1,720,256 1,583,352
------------- -------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 7,660,735 $ 7,013,095
============= =============
The accompanying notes are an integral part of the consolidated financial
statements.
3
EVEREST RE GROUP, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Dollars in thousands, except per share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ --------------------------
2001 2000 2001 2000
---------- ---------- ----------- -----------
(unaudited) (unaudited)
REVENUES:
Premiums earned $ 348,502 $ 291,191 $ 1,072,134 $ 843,155
Net investment income 83,993 78,897 257,243 218,353
Net realized capital (loss) (6,525) (90) (7,646) (459)
Other (expense) income (1,879) 605 (914) 1,045
---------- ---------- ----------- -----------
Total revenues 424,091 370,603 1,320,817 1,062,094
---------- ---------- ----------- -----------
CLAIMS AND EXPENSES:
Incurred loss and loss
adjustment expenses 366,564 219,953 903,636 650,011
Commission, brokerage,
taxes and fees 109,698 65,863 288,781 177,793
Other underwriting expenses 15,246 12,826 42,841 37,542
Interest expense on senior
notes 9,726 9,831 29,176 21,173
Interest expense on credit
facility 1,574 2,100 6,090 5,451
---------- ---------- ----------- -----------
Total claims and expenses 502,808 310,573 1,270,524 891,970
---------- ---------- ----------- -----------
(LOSS) INCOME BEFORE TAXES (78,717) 60,030 50,293 170,124
Income tax (benefit)
expense (34,952) 12,343 (13,363) 35,150
---------- ---------- ----------- -----------
NET (LOSS) INCOME $ (43,765) $ 47,687 $ 63,656 $ 134,974
========== ========== =========== ===========
Other comprehensive
income, net of tax 57,557 24,619 73,903 32,123
---------- ---------- ----------- -----------
COMPREHENSIVE INCOME $ 13,792 $ 72,306 $ 137,559 $ 167,097
========== ========== =========== ===========
PER SHARE DATA:
Average shares outstanding
(000's) 46,228 45,834 46,143 45,848
Net (loss) income per
common share - basic $ (0.95) $ 1.04 $ 1.38 $ 2.94
========== ========== =========== ===========
Average diluted shares
outstanding (000's) 46,228 46,414 47,064 46,181
Net (loss) income per
common share - diluted $ (0.95) $ 1.03 $ 1.35 $ 2.92
========== ========== =========== ===========
The accompanying notes are an integral part of the consolidated financial
statements.
4
EVEREST RE GROUP, LTD.
CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY
(Dollars in thousands, except per share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ ------------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
(unaudited) (unaudited)
COMMON SHARES (shares
outstanding):
Balance, beginning of period 46,205,633 45,821,341 46,029,354 46,457,817
Issued during the period 43,254 26,511 219,533 38,655
Treasury shares acquired
during the period - - - (650,400)
Treasury shares reissued
during the period - - - 1,780
---------- ---------- ---------- ----------
Balance, end of period 46,248,887 45,847,852 46,248,887 45,847,852
========== ========== ========== ==========
COMMON SHARES (par value):
Balance, beginning of period $ 462 $ 458 $ 460 $ 509
Retirement of common shares
during the period - - - (51)
Issued during the period 1 - 3 -
---------- ---------- ---------- ----------
Balance, end of period 463 458 463 458
---------- ---------- ---------- ----------
ADDITIONAL PAID IN CAPITAL:
Balance, beginning of period 267,252 252,769 259,958 390,912
Retirement of treasury shares
during the period - - - (138,546)
Common shares issued during
the period 1,696 756 8,990 1,161
Treasury shares reissued
during the period - - - (2)
---------- ---------- ---------- ----------
Balance, end of period 268,948 253,525 268,948 253,525
---------- ---------- ---------- ----------
UNEARNED COMPENSATION:
Balance, beginning of period (136) (64) (170) (109)
Net increase (decrease)
during the period 7 (123) 41 (78)
---------- ---------- ---------- ----------
Balance, end of period (129) (187) (129) (187)
---------- ---------- ---------- ----------
ACCUMULATED OTHER
COMPREHENSIVE INCOME,
NET OF DEFERRED INCOME TAXES:
Balance, beginning of period 89,192 (9,197) 72,846 (16,701)
Net increase during the period 57,557 24,619 73,903 32,123
---------- ---------- ---------- ----------
Balance, end of period 146,749 15,422 146,749 15,422
---------- ---------- ---------- ----------
RETAINED EARNINGS:
Balance, beginning of period 1,351,281 1,156,730 1,250,313 1,074,941
Net (loss) income (43,765) 47,687 63,656 134,974
Dividends declared ($0.07
and $0.21 per share in 2001
and $0.06 and $0.18 per
share in 2000) (3,236) (2,751) (9,689) (8,249)
---------- ---------- ---------- ----------
Balance, end of period 1,304,280 1,201,666 1,304,280 1,201,666
---------- ---------- ---------- ----------
TREASURY SHARES AT COST:
Balance, beginning of period (55) (55) (55) (122,070)
Retirement of treasury
shares during the period - - - 138,399
Treasury shares acquired
during the period - - - (16,426)
Treasury shares reissued
during the period - - - 42
---------- ---------- ---------- ----------
Balance, end of period (55) (55) (55) (55)
---------- ---------- ---------- ----------
TOTAL SHAREHOLDERS' EQUITY,
END OF PERIOD $1,720,256 $1,470,829 $1,720,256 $1,470,829
========== ========== ========== ==========
The accompanying notes are an integral part of the consolidated financial
statements.
5
EVEREST RE GROUP, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------- --------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (43,765) $ 47,687 $ 63,656 $ 134,974
Adjustments to reconcile net income
to net cash provided by operating
activities, net of effects from the
purchase of subsidiary:
(Increase) in premiums receivable (32,872) (22,045) (75,674) (69,207)
Decrease in funds held, net 79,288 7,387 97,216 1,419
(Increase) in reinsurance receivables (198,791) (14,400) (265,907) (32,218)
Decrease (increase) in deferred tax
asset 4,679 4,122 (27,222) (360)
Increase in reserve for losses and
loss adjustment expenses 291,236 24,651 362,696 8,787
Increase in future policy benefit
reserve 5,015 - 27,990 -
Increase in unearned premiums 23,137 33,185 128,492 78,113
(Increase) in other assets and
liabilities (60,583) (52,959) (97,350) (65,552)
Non cash compensation expense 7 (123) 41 (78)
Accrual of bond discount/amortization
of bond premium (2,235) (2,446) (6,233) (7,557)
Amortization of underwriting discount
on senior notes 38 36 113 76
Realized capital losses 6,525 90 7,646 459
----------- ----------- ----------- -----------
Net cash provided by operating
activities 71,679 25,185 215,464 48,856
----------- ----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from fixed maturities
matured/called - available for sale 48,563 61,965 343,657 150,770
Proceeds from fixed maturities sold
- available for sale 238,632 23,664 454,085 434,801
Proceeds from equity securities sold - - 28,949 48,267
Proceeds from other invested assets
sold 261 - 284 -
Cost of fixed maturities acquired
- available for sale (305,450) (512,133) (1,147,188) (1,482,316)
Cost of equity securities acquired (9,048) (1,107) (29,075) (2,930)
Cost of other invested assets acquired (298) (18) (2,105) (1,576)
Net sales (purchases) of short-term
securities 63,593 35,645 219,692 (41,404)
Net (decrease) increase in unsettled
securities transactions (52,069) (6,313) 20,757 5,555
Payment for purchase of subsidiary,
net of cash acquired - 349,743 - 349,743
----------- ----------- ----------- -----------
Net cash (used in) investing activities (15,816) (48,554) (110,944) (539,090)
----------- ----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Acquisition of treasury shares net
of reissuances - - - (16,533)
Common shares issued during the
period 1,697 756 8,993 1,110
Dividends paid to shareholders (3,236) (2,751) (9,689) (8,249)
Proceeds from issuance of senior
notes - - - 448,507
Borrowing on revolving credit
agreement - 31,000 22,000 78,000
Repayments on revolving credit
agreement - - (123,000) -
----------- ----------- ----------- -----------
Net cash (used in) provided by
financing activities (1,539) 29,005 (101,696) 502,835
----------- ----------- ----------- -----------
EFFECT OF EXCHANGE RATE CHANGES
ON CASH 7,270 (6,147) 68 (8,502)
----------- ----------- ----------- -----------
Net increase (decrease) in cash 61,594 (511) 2,892 4,099
Cash, beginning of period 18,121 66,837 76,823 62,227
----------- ----------- ----------- -----------
Cash, end of period $ 79,715 $ 66,326 $ 79,715 $ 66,326
=========== =========== =========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash transactions:
Income taxes paid, net $ 47 $ 16,553 $ 54,564 $ 55,072
Interest paid $ 20,621 $ 21,467 $ 45,278 $ 24,377
Non-cash financing transaction:
Issuance of common shares $ 7 $ (123) $ 41 $ (78)
In the quarter ended September 30, 2000, the Company purchased all of the
capital stock of Mt. McKinley Insurance Company for $51,800. In conjunction with
the acquisition, the fair value of assets acquired was $679,672 and liabilities
assumed was $627,872.
The accompanying notes are an integral part of the consolidated financial
statements.
6
EVEREST RE GROUP, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the Three and Nine Months Ended September 30, 2001 and 2000
1. GENERAL
On February 24, 2000, a corporate restructuring was completed and Everest Re
Group, Ltd. ("Group") became the new parent holding company of Everest
Reinsurance Holdings, Inc. ("Holdings"), which remains the holding company for
Group's U.S. based operations. The "Company" means Group and its subsidiaries,
except when referring to periods prior to February 24, 2000, when it means
Holdings and its subsidiaries.
The consolidated financial statements of the Company for the three and nine
months ended September 30, 2001 and 2000 include all adjustments, consisting of
normal recurring accruals, which, in the opinion of management, are necessary
for a fair presentation of the results on an interim basis. Certain financial
information, which is normally included in annual financial statements prepared
in accordance with generally accepted accounting principles in the United States
of America, has been omitted since it is not required for interim reporting
purposes. The year-end consolidated balance sheet data was derived from audited
financial statements, but does not include all disclosures required by generally
accepted accounting principles in the United States of America. The results for
the three and nine months ended September 30, 2001 and 2000 are not necessarily
indicative of the results for a full year. These financial statements should be
read in conjunction with the audited consolidated financial statements and notes
thereto for the years ended December 31, 2000, 1999 and 1998 included in the
Company's most recent Form 10-K filing.
2. UNUSUAL LOSS EVENT
As a result of the terrorist attacks at the World Trade Center, the Pentagon and
on various airlines on September 11, 2001 (collectively the "September 11
attacks"), the Company incurred pre-tax losses, based on an estimate of ultimate
exposure developed through a review of its coverages, which totaled $195.0
million gross of reinsurance and $55.0 million net of reinsurance. Associated
with this reinsurance were $60.0 million of pre-tax charges, predominantly from
adjustment premiums, resulting in a total pre-tax loss from the September 11
attacks of $115.0 million. After tax recoveries relating specifically to this
unusual loss event, the net loss from the September 11 attacks totaled $75.0
million. Over 90% of the losses ceded were to treaties where the reinsurers'
obligations are fully collateralized, which in the Company's opinion eliminates
reinsurance collection risk.
3. ACQUISITIONS
On September 19, 2000, Holdings completed the acquisition of all of the issued
and outstanding capital stock of Gibraltar Casualty Company ("Gibraltar") from
The Prudential Insurance Company of America ("The Prudential") pursuant to a
Stock Purchase Agreement between The Prudential and Holdings dated February 24,
2000 and amended on August 8, 2000 (the "Stock Purchase Agreement"). As a result
of the acquisition, Gibraltar became a wholly owned subsidiary of Holdings and,
immediately following the acquisition, its name was changed to Mt. McKinley
Insurance Company ("Mt. McKinley"). Mt. McKinley, a run-off property and
casualty insurer in the United States, has had a long relationship with Holdings
7
EVEREST RE GROUP, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
For the Three and Nine Months Ended September 30, 2001 and 2000
and its principal operating company, Everest Reinsurance Company ("Everest Re").
Mt. McKinley was formed in 1978 by Everest Re and wrote direct insurance until
1985, when it was placed in run-off. In 1991, Mt. McKinley became a subsidiary
of The Prudential. Mt. McKinley is also a reinsurer of Everest Re. Under a
series of transactions dating to 1986, Mt. McKinley reinsured several components
of Everest Re's business. In particular, Mt. McKinley provided stop-loss
reinsurance protection, in connection with the Company's October 5, 1995 Initial
Public Offering, for any adverse loss development on Everest Re's June 30, 1995
(December 31, 1994 for catastrophe losses) reserves, with $375.0 million in
limits, of which $89.4 million was available (the "Stop Loss Agreement") at the
acquisition date. The Stop Loss Agreement and other reinsurance contracts
between Mt. McKinley and Everest Re remain in effect following the acquisition.
However, these contracts have become transactions with affiliates with the
financial impact eliminated in consolidation.
Also during 2000, the Company completed two additional acquisitions, Everest
Security Insurance Company, formerly known as Southeastern Security Insurance
Company, a United States property and casualty company whose primary business is
non-standard automobile insurance, and Everest International Reinsurance, Ltd.
("Everest International"), formerly known as AFC Re, Ltd., a Bermuda based life
and annuity reinsurer.
4. CONTINGENCIES
The Company continues to receive claims under expired contracts which assert
alleged injuries and/or damages relating to or resulting from toxic torts, toxic
waste and other hazardous substances, such as asbestos. The Company's asbestos
claims typically involve potential liability for bodily injury from exposure to
asbestos or for property damage resulting from asbestos or products containing
asbestos. The Company's environmental claims typically involve potential
liability for (a) the mitigation or remediation of environmental contamination
or (b) bodily injury or property damages caused by the release of hazardous
substances into the land, air or water.
The Company's reserves include an estimate of the Company's ultimate liability
for asbestos and environmental claims for which ultimate value cannot be
estimated using traditional reserving techniques. There are significant
uncertainties in estimating the amount of the Company's potential losses from
asbestos and environmental claims. Among the complications are: (a) potentially
long waiting periods between exposure and manifestation of any bodily injury or
property damage; (b) difficulty in identifying sources of asbestos or
environmental contamination; (c) difficulty in properly allocating
responsibility and/or liability for asbestos or environmental damage; (d)
changes in underlying laws and judicial interpretation of those laws; (e)
potential for an asbestos or environmental claim to involve many insurance
providers over many policy periods; (f) long reporting delays, both from
insureds to insurance companies and ceding companies to reinsurers; (g)
historical data concerning asbestos and environmental losses, which is more
limited than historical information on other types of casualty claims; (h)
questions concerning interpretation and application of insurance and reinsurance
coverage; and (i) uncertainty regarding the number and identity of insureds with
potential asbestos or environmental exposure.
8
EVEREST RE GROUP, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
For the Three and Nine Months Ended September 30, 2001 and 2000
Management believes that these factors continue to render reserves for asbestos
and environmental losses significantly less subject to traditional actuarial
methods than are reserves on other types of losses. Given these uncertainties,
management believes that no meaningful range for such ultimate losses can be
established. The Company establishes reserves to the extent that, in the
judgment of management, the facts and prevailing law reflect an exposure for the
Company or its ceding companies. In connection with the acquisition of Mt.
McKinley, which has significant exposure to asbestos and environmental claims,
Prudential Property and Casualty Insurance Company ("Prupac"), a subsidiary of
The Prudential, provided reinsurance to Mt. McKinley covering 80% ($160.0
million) of the first $200.0 million of any adverse development of Mt.
McKinley's reserves as of September 19, 2000 and The Prudential guaranteed
Prupac's obligations to Mt. McKinley. Through September 30, 2001, cessions under
this reinsurance agreement have reduced the available remaining limits to $137.8
million net of coinsurance. Due to the uncertainties discussed above, the
ultimate losses may vary materially from current loss reserves and, depending on
coverage under the Company's various reinsurance arrangements, could have a
material adverse effect on the Company's future financial condition, results of
operations and cash flows.
The following table shows the development of prior year asbestos and
environmental reserves on both a gross and net of retrocessional basis for the
three and nine months ended September 30, 2001 and 2000:
(dollar amounts in thousands) Three Months Ended Nine Months Ended
September 30, September 30,
2001 2000 2001 2000
--------------------- ---------------------
Gross basis:
Beginning of period reserves (1) $ 673,927 $ 580,268 $ 693,704 $ 614,236
Incurred losses 12,563 - 29,673 -
Paid losses (2) (18,830) 153,035 (55,717) 119,067
--------- --------- --------- ---------
End of period reserves $ 667,660 $ 733,303 $ 667,660 $ 733,303
========= ========= ========= =========
Net basis:
Beginning of period reserves (1) $ 606,496 $ 344,904 $ 628,535 $ 365,069
Incurred losses 2,218 - 4,921 -
Paid losses (2) (17,230) 305,877 (41,972) 285,712
--------- --------- --------- ---------
End of period reserves $ 591,484 $ 650,781 $ 591,484 $ 650,781
========= ========= ========= =========
(1) The January 1, 2001 beginning of period reserves include Mt. McKinley's
reserves from the 2000 acquisition transaction.
(2) Paid losses for the three months and nine months ended September 30, 2000
were reduced by $161.4 million gross and $310.8 million net, respectively,
reflecting the incoming reserves at the acquisition of Mt. McKinley, together
with the impact of eliminating consolidation entries with respect to
inter-company reinsurance pre-dating the acquisition.
9
EVEREST RE GROUP, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
For the Three and Nine Months Ended September 30, 2001 and 2000
At September 30, 2001, the gross reserves for asbestos and environmental losses
were comprised of $113.5 million representing case reserves reported by ceding
companies, $60.4 million representing additional case reserves established by
the Company on assumed reinsurance claims, $165.2 million representing case
reserves established by the Company on direct excess insurance claims, including
Mt. McKinley, and $328.6 million representing incurred but not reported ("IBNR")
reserves.
The Company is involved from time to time in ordinary routine litigation and
arbitration proceedings incidental to its business. The Company does not believe
that there are any other material pending legal proceedings to which it or any
of its subsidiaries or their properties are subject.
The Prudential sells annuities which are purchased by property and casualty
insurance companies to settle certain types of claim liabilities. In 1993 and
prior years, the Company, for a fee, accepted the claim payment obligation of
these property and casualty insurers, and, concurrently, became the owner of the
annuity or assignee of the annuity proceeds. In these circumstances, the Company
would be liable if The Prudential were unable to make the annuity payments. The
estimated cost to replace all such annuities for which the Company was
contingently liable at September 30, 2001 was $140.7 million.
The Company has purchased annuities from an unaffiliated life insurance company
to settle certain claim liabilities of the Company. Should the life insurance
company become unable to make the annuity payments, the Company would be liable
for those claim liabilities. The estimated cost to replace such annuities at
September 30, 2001 was $13.4 million.
10
EVEREST RE GROUP, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
For the Three and Nine Months Ended September 30, 2001 and 2000
5. EARNINGS PER SHARE
Net (loss) income per common share has been computed as follows:
(shares and dollar amounts
in thousands except per
share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
2001 2000 2001 2000
---------------------- ----------------------
Net (loss) income (numerator) ($ 43,765) $ 47,687 $ 63,656 $ 134,974
========= ========= ========= =========
Weighted average common and
effect of dilutive shares
used in the computation of
net income per share:
Average shares outstanding -
basic (denominator) 46,228 45,834 46,143 45,848
Effect of dilutive shares 869 580 921 333
--------- --------- --------- ---------
Average shares outstanding -
diluted (denominator) 47,097 46,414 47,064 46,181
--------- --------- --------- ---------
Weighted average common
equivalent shares when
anti-dilutive 46,228 45,834 46,143 45,848
--------- --------- --------- ---------
Net (loss) income per common
share:
Basic ($ 0.95) $ 1.04 $ 1.38 $ 2.94
Diluted ($ 0.95) $ 1.03 $ 1.35 $ 2.92
On a pro-forma basis, net income per common share on a fully diluted basis,
excluding the anti-dilutive effect which arises from a net loss, was ($0.93) for
the three months ended September 30, 2001.
All outstanding options to purchase common shares at September 30, 2001 and 2000
were included in the computation of diluted earnings per share for the three
month and nine month periods ended on such dates, because the average market
price of the common shares was greater than the options exercise price during
these periods.
11
EVEREST RE GROUP, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
For the Three and Nine Months Ended September 30, 2001 and 2000
6. OTHER COMPREHENSIVE INCOME
The Company's other comprehensive income is comprised as follows:
(dollar amounts in thousands) Three Months Ended Nine Months Ended
September 30, September 30,
2001 2000 2001 2000
------------------------ ------------------------
Net unrealized appreciation of
investments, net of deferred
income taxes $ 58,549 $ 25,360 $ 75,686 $ 33,061
Currency translation
adjustments, net of deferred
income taxes (992) (741) (1,783) (938)
---------- ---------- ---------- ----------
Other comprehensive income,
net of deferred income taxes $ 57,557 $ 24,619 $ 73,903 $ 32,123
========== ========== ========== ==========
7. CREDIT LINE
On December 21, 1999, Holdings entered into a three-year senior revolving credit
facility with a syndicate of lenders (the "Credit Facility"). First Union
National Bank is the administrative agent for the Credit Facility. The Credit
Facility is used for liquidity and general corporate purposes and replaced a
prior credit facility. The Credit Facility provides for the borrowing of up to
$150.0 million with interest at a rate selected by the Company equal to either
(i) the Base Rate (as defined below) or (ii) an adjusted London InterBank
Offered Rate ("LIBOR") plus a margin. The Base Rate is the higher of the rate of
interest established by First Union National Bank from time to time as its prime
rate or the Federal Funds rate plus 0.5% per annum. On December 18, 2000, the
Credit Facility was amended to extend the borrowing limit to $235.0 million for
a period of 120 days. This 120-day period expired during the three months ended
March 31, 2001 and the limit has reverted back to $150.0 million. The amount of
margin and the fees payable for the Credit Facility depend upon Holdings' senior
unsecured debt rating. Group has guaranteed all of Holdings' obligations under
the Credit Facility.
The Credit Facility requires Group to maintain a debt to capital ratio of not
greater than 0.35 to 1, Holdings to maintain a minimum interest coverage ratio
of 2.5 to 1 and Everest Re to maintain its statutory surplus at $850.0 million
plus 25% of aggregate net income and 25% of aggregate capital contributions
earned or received after December 31, 1999. The Company was in compliance with
all covenants under the facility at September 30, 2001 and 2000 as well as for
the three and nine months ended September 30, 2001 and 2000.
12
EVEREST RE GROUP, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
For the Three and Nine Months Ended September 30, 2001 and 2000
During the three and nine months ended September 30, 2001, Holdings made
payments on the Credit Facility of $0.0 million and $123.0 million,
respectively, and borrowings of $0.0 million and $22.0 million, respectively. As
of September 30, 2001 and 2000, Holdings had outstanding Credit Facility
borrowings of $134.0 million and $137.0 million, respectively. Interest expense
incurred in connection with these borrowings was $1.6 million and $2.1 million
for the three months ended September 30, 2001 and 2000, respectively, and $6.1
million and $5.5 million for the nine months ended September 30, 2001 and 2000,
respectively.
8. SENIOR NOTES
During the first quarter of 2000, Holdings completed a public offering of $200.0
million principal amount of 8.75% senior notes due March 15, 2010 and $250.0
million principal amount of 8.5% senior notes due March 15, 2005. During the
first quarter of 2000, Holdings distributed $400.0 million of these proceeds to
Group of which $250.0 million was used by Group to capitalize Everest
Reinsurance (Bermuda), Ltd.
Interest expense incurred in connection with these senior notes was $9.7 million
and $9.8 million for the three months ended September 30, 2001 and 2000,
respectively, and $29.2 million and $21.2 million for the nine months ended
September 30, 2001 and 2000, respectively.
9. SEGMENT REPORTING
During the quarter ended December 31, 2000, the Company's management realigned
its operating segments to better reflect the way that management monitors and
evaluates the Company's financial performance. The Company has restated all
information for prior years to conform to the new segment structure. The
Company, through its subsidiaries, operates in five segments: U.S. Reinsurance,
U.S. Insurance, Specialty Reinsurance, International Reinsurance and Bermuda
Reinsurance. The U.S. Reinsurance operation writes property and casualty treaty
reinsurance through reinsurance brokers as well as directly with ceding
companies within the United States, in addition to property, casualty and
specialty facultative reinsurance through brokers and directly with ceding
companies within the United States. The U.S. Insurance operation writes property
and casualty insurance primarily through general agent relationships and surplus
lines brokers within the United States. The Specialty Reinsurance operation
writes accident and health, marine, aviation and surety business within the
United States and worldwide through brokers and directly with ceding companies.
The International Reinsurance operation writes property and casualty reinsurance
through the Company's branches in Belgium, London, Canada, and Singapore, in
addition to foreign "home-office" business. The Bermuda Reinsurance operation
writes property, casualty, life and annuity business through brokers and
directly with ceding companies.
13
EVEREST RE GROUP, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
For the Three and Nine Months Ended September 30, 2001 and 2000
These segments are managed in a carefully coordinated fashion with strong
elements of central control, including with respect to capital, investments and
support operations. As a result, management monitors and evaluates the financial
performance of these operating segments principally based upon their
underwriting gain or loss ("underwriting results"). Underwriting results include
earned premium less incurred loss and loss adjustment expenses, commission and
brokerage expenses and other underwriting expenses.
The following tables present the relevant underwriting results for the operating
segments for the three and nine months ended September 30, 2001 and 2000, with
all dollar values presented in thousands.
U.S. REINSURANCE
--------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
2001 2000 2001 2000
------------------------------------------------
Earned premiums $ 91,768 $ 105,817 $ 341,134 $ 334,844
Incurred losses and loss
adjustment expenses 168,479 79,004 353,574 256,937
Commission and brokerage 42,592 22,329 106,444 49,171
Other underwriting expenses 4,049 4,529 11,383 12,606
--------- --------- --------- ---------
Underwriting (loss) gain ($ 123,352) ($ 45) ($ 130,267) $ 16,130
========= ========= ========= =========
U.S. INSURANCE
--------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
2001 2000 2001 2000
------------------------------------------------
Earned premiums $ 82,901 $ 25,788 $ 203,399 $ 64,747
Incurred losses and loss
adjustment expenses 58,919 16,128 145,183 40,813
Commission and brokerage 18,751 4,235 46,279 15,044
Other underwriting expenses 4,919 2,386 12,836 7,872
--------- --------- --------- ---------
Underwriting gain (loss) $ 312 $ 3,039 ($ 899) $ 1,018
========= ========= ========= =========
14
EVEREST RE GROUP, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
For the Three and Nine Months Ended September 30, 2001 and 2000
SPECIALTY REINSURANCE
--------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
2001 2000 2001 2000
------------------------------------------------
Earned premiums $ 103,242 $ 83,975 $ 296,050 $ 226,801
Incurred losses and loss
adjustment expenses 90,027 59,680 238,123 173,843
Commission and brokerage 28,778 18,979 76,343 58,372
Other underwriting expenses 1,350 1,626 4,300 4,489
--------- --------- --------- ---------
Underwriting (loss) gain ($ 16,913) $ 3,690 ($ 22,716) ($ 9,903)
========= ========= ========= =========
INTERNATIONAL REINSURANCE
--------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
2001 2000 2001 2000
------------------------------------------------
Earned premiums $ 65,917 $ 75,611 $ 222,321 $ 216,763
Incurred losses and loss
adjustment expenses 41,064 65,141 154,300 178,418
Commission and brokerage 19,310 20,320 59,044 55,206
Other underwriting expenses 3,960 3,550 10,573 10,396
--------- --------- --------- ---------
Underwriting gain (loss) $ 1,583 ($ 13,400) ($ 1,596) ($ 27,257)
========= ========= ========= =========
BERMUDA REINSURANCE
--------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
2001 2000 2001 2000
------------------------------------------------
Earned premiums $ 4,674 $ - $ 9,230 $ -
Incurred losses and loss
adjustment expenses 8,075 - 12,456 -
Commission and brokerage 267 - 671 -
Other underwriting expenses 357 - 1,098 -
--------- --------- --------- ---------
Underwriting (loss) ($ 4,025) $ - ($ 4,995) $ -
========= ========= ========= =========
15
EVEREST RE GROUP, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
For the Three and Nine Months Ended September 30, 2001 and 2000
The following table reconciles the underwriting results for the operating
segments to income before tax as reported in the consolidated statements of
operations and comprehensive income, with all dollar values presented in
thousands:
------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
2001 2000 2001 2000
------------------------------------------------
Underwriting (loss) ($ 142,395) ($ 6,716) ($ 160,473) ($ 20,012)
Net investment income 83,993 78,897 257,243 218,353
Realized (loss) (6,525) (90) (7,646) (459)
Corporate operations 611 735 2,651 2,179
Interest expense 11,300 11,931 35,266 26,624
Other (expense) income (1,879) 605 (914) 1,045
--------- --------- --------- ---------
(Loss) income before taxes ($ 78,717) $ 60,030 $ 50,293 $ 170,124
========= ========= ========= =========
The Company writes premium in the United States, Bermuda and international
markets. The revenues, net income and identifiable assets of the individual
foreign countries in which the Company writes business are not material.
10. NEW ACCOUNTING PRONOUNCEMENT
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("FAS 133"). In June 1999, the FASB issued
Statement of Financial Accounting Standards No. 137, "Deferral of the Effective
Date of FASB Statement No. 133" ("FAS 137"), which allowed entities that had not
adopted FAS 133 to defer its effective date to all fiscal quarters of all fiscal
years beginning after June 15, 2000. In June 2000, the FASB issued Statement of
Financial Accounting Standards No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities, an amendment of FASB Statement No.
133," which amended the accounting and reporting standards of FAS 133. FAS 133
established accounting and reporting standards for derivative instruments. It
requires that an entity recognize all derivatives as either assets or
liabilities in the consolidated balance sheet and measure those instruments at
fair value. The Company adopted the deferral provisions of FAS 137, effective
January 1, 2000 and adopted FAS 133, as amended, effective January 1, 2001.
The Company continually seeks to expand its product portfolio and certain of its
products have been determined to meet the definition of a derivative under FAS
133. These products consist of credit default swaps and specialized equity
options, all of which have characteristics which allow the transactions to
be analyzed using approaches consistent with those used in the Company's
16
EVEREST RE GROUP, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
For the Three and Nine Months Ended September 30, 2001 and 2000
reinsurance operations. The Company has previously recorded the derivatives at
their fair value in earlier financial statements, but chose to delay the
adoption of FAS 133. As such, the adoption of FAS 133 has not caused a
cumulative-effect-type adjustment. The fair value of these products are included
as part of other liabilities and the corresponding mark to market adjustment is
included as part of other expense and not shown separately due to their
immaterial nature.
In June 2001, the FASB issued FAS 142, "Goodwill and Other Intangible Assets".
FAS 142 establishes new accounting and reporting standards for acquired goodwill
and other intangible assets. It requires that an entity determine if the
goodwill or other intangible asset has an indefinite useful life or a finite
useful life. Those with indefinite useful lives will not be subject to
amortization and must be tested annually for impairment. Those with finite
useful lives will be subject to amortization and must be tested annually for
impairment. This statement is effective for all fiscal quarters of all fiscal
years beginning after December 15, 2001. Management believes that implementation
of this statement will not have a material impact on the financial position of
the Company.
11. RELATED-PARTY TRANSACTIONS
During the normal course of business, the Company, through its affiliates,
engages in arms-length reinsurance and brokerage and commission business
transactions with companies controlled by or affiliated with its outside
directors. Such transactions, individually and in the aggregate, are immaterial
to the Company's financial condition, results of operations and cash flows.
17
EVEREST RE GROUP, LTD.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EVEREST RE GROUP, LTD.
(Registrant)
/S/ STEPHEN L. LIMAURO
--------------------------------
Stephen L. Limauro
Executive Vice President and Chief
Financial Officer
(Duly authorized officer and principal
accounting officer)
Dated: October 30, 2001