8-K: Current report filing
Published on April 28, 2003
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 22, 2003
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RenaissanceRe Holdings Ltd.
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(Exact name of registrant as specified in its charter)
Bermuda 34-0-26512 98-014-1974
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
Renaissance House
8-12 East Broadway, Pembroke
Bermuda HM 19
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (441) 295-4513
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Not Applicable
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(Former name or former address, if changed since last report)
Item 9. Regulation FD Disclosure
The following information, including the text of the press release attached
as an Exhibit to this Form 8-K, are being furnished pursuant to Item 12,
"Results of Operations and Financial Condition," and Item 9 pursuant to the
interim guidance issued by the Securities and Exchange Commission in Release
Nos. 33-8216 and 34-47583. This Form 8-K and the attached exhibit are furnished
to, but not filed with, the Securities and Exchange Commission.
On April 22, 2003, RenaissanceRe Holdings Ltd. (the "Company") issued a
press release (the "Press Release") announcing the Company's preliminary results
for its first quarter ended March 31, 2003. A copy of the Press Release is
attached as Exhibit 99.1 to this Form 8-K.
Non-GAAP Financial Measures
In addition to the GAAP financial measures set forth in the Press Release,
the Company has included certain non-GAAP financial measures in the Press
Release within the meaning of Regulation G. The Company has consistently
provided these financial measurements in previous earnings releases and the
Company's management believes that these measurements are important to investors
and other interested persons, and that investors and such other persons benefit
from having a consistent basis for comparison between quarters.
The Company has included in the Press Release "net operating income
available to common shareholders" of $126.9 million in the first quarter of 2003
(as compared with $86.6 million in the first quarter of 2002) and "operating
earnings per common share" of $1.80 during this quarter (as compared with $1.24
per common share in the first quarter of 2002), each of which is a non-GAAP
financial measure. The Company uses "operating income" as a measure to evaluate
the underlying fundamentals of its operations and believes it to be a useful
measure of its corporate performance. "Operating income" differs from "net
income", which the Company believes is the most directly comparable GAAP
measure, only by the exclusion of realized gains and losses on investments and
the cumulative effect of a change in the Company's accounting for goodwill of
$9.2 million in the first quarter of 2002. In the Press Release, the Company
provides that "net income available to common shareholders" was $151.3 million
in the first quarter of 2003 (as compared with $78.1 million in the first
quarter of 2002) and that "net income per common share" was $2.14 in the first
quarter of 2003 (as compared with $1.12 per common share for the first quarter
of 2002). In addition to the reasons for this presentation set forth above, the
Company's management also believes that presentation of "operating income" is
useful to investors because by excluding realized gains and losses on
investments, it more accurately measures and predicts the Company's results of
operations by removing the variability arising from the management of the
registrant's investment portfolio and from non-recurring matters such as changes
in accounting principles.
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The Company has also included in the Press Release "pro forma other income"
of $36.1 million in the first quarter of 2003 (as compared with $22.3 million
during the first quarter of 2002), which is a non-GAAP financial measure. The
principal differences between "pro forma other income" and "other income", which
the Company believes is the most directly comparable GAAP measure, are that the
results of DaVinci Reinsurance Ltd., a joint venture the financial results of
which are consolidated in the Company's financial statements, are reflected in
"pro forma other income" as if reported under the equity accounting method, and
that the pro forma presentation also includes fees earned on certain quota share
cessions of catastrophe business by the Company which are reflected on its
income statement as a reduction of acquisition and operational expenses. In the
Press Release, the Company provides that "other income" was $5.5 million in the
first quarter of 2003 (as compared with $8.1 million during the first quarter of
2002).
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The following exhibits are filed as part of this report:
Exhibit # Description
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99.1* Copy of Company's press release, issued April 22,
2003.
* Exhibit 99.1 is being furnished to the Securities and Exchange Commission
("SEC") pursuant to Item 12 and is not being filed with the SEC. Therefore,
this exhibit is not incorporated by reference in any of the registrant's other
SEC filings.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
RENAISSANCERE HOLDINGS LTD.
Date: April 28, 2003 By: /s/ John M. Lummis
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Name: John M. Lummis
Title: Executive Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
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99.1* Copy of Company's press release, issued April 22, 2003.
* Exhibit 99.1 is being furnished to the Securities and Exchange Commission
("SEC") pursuant to Item 12 and is not being filed with the SEC. Therefore,
this exhibit is not incorporated by reference in any of the registrant's
other SEC filings.
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