EX-99.3
Published on April 18, 2019
Exhibit 99.3
PRELIMINARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
On October 30, 2018, RenaissanceRe Holdings Ltd. (RenaissanceRe) entered into a Stock Purchase Agreement by and among RenaissanceRe, Tokio Marine & Nichido Fire Insurance Co. Ltd. (Tokio) and, with respect to certain sections only, Tokio Marine Holdings, Inc. (the TMR Stock Purchase Agreement), pursuant to which RenaissanceRe agreed, subject to the terms and conditions therein, to cause its wholly owned subsidiary RenaissanceRe Specialty Holdings (UK) Limited to purchase all of the share capital of Tokio Millennium Re AG (TMR AG), Tokio Millennium Re (UK) Limited (TMR UK) and their subsidiaries (collectively, the TMR Group Entities) (the TMR Stock Purchase). On March 22, 2019, RenaissanceRe completed the acquisition of the TMR Group Entities. The following preliminary unaudited pro forma consolidated financial information combines the separate historical consolidated financial information of RenaissanceRe and the TMR Group Entities after giving effect to the acquisition of the TMR Group Entities, and the assumptions and adjustments described in the accompanying notes to the preliminary unaudited pro forma consolidated financial information. The preliminary unaudited pro forma condensed consolidated balance sheet as of December 31, 2018 is presented as if the acquisition of the TMR Group Entities had occurred on December 31, 2018. The preliminary unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2018 is presented as if the acquisition of the TMR Group Entities had occurred on January 1, 2018. The historical financial statements have been adjusted to reflect factually supportable items that are directly attributable to the acquisition of the TMR Group Entities and, with respect to the statement of operations only, expected to have a continuing impact on the results of operations of the combined company. The preliminary unaudited pro forma consolidated financial information gives effect to the gross proceeds of Renaissances $400.0 million offering of 3.600% Senior Notes due 2029, which closed on April 2, 2019 (the Senior Notes), and the application of $200.0 million of such proceeds to repay indebtedness under RenaissanceRes revolving credit facility which was used to fund the purchase price for the TMR Stock Purchase.
The preparation of the preliminary unaudited pro forma consolidated financial information and related adjustments required management to make certain assumptions and estimates. The preliminary unaudited pro forma consolidated financial information should be read together with:
| The accompanying notes to the preliminary unaudited pro forma consolidated financial information; |
| RenaissanceRes separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2018, included in RenaissanceRes Annual Report on Form 10-K for the year ended December 31, 2018; |
| TMR AGs separate audited historical consolidated financial statements and accompanying notes as of and for the years ended December 31, 2018 and 2017, included in RenaissanceRes Current Report on Form 8-K/A filed with the Securities and Exchange Commission (the Commission) on March 26, 2019; and |
| TMR UKs separate audited historical financial statements and accompanying notes as of and for the years ended December 31, 2018 and 2017, included in RenaissanceRes Current Report on Form 8-K/A filed with the Commission on March 26, 2019. |
The preliminary unaudited pro forma consolidated financial information has been prepared using the acquisition method of accounting for business combinations in accordance with generally accepted accounting principles in the U.S. (GAAP). RenaissanceRe is the acquirer for accounting purposes.
RenaissanceRe has not had sufficient time to completely evaluate the tangible assets, identifiable intangible assets and the value of business acquired of the TMR Group Entities and RenaissanceRe has not completed a formal valuation study at this preliminary stage. Accordingly, the preliminary unaudited pro forma adjustments, including the allocations of the acquisition consideration, have been made solely for the purpose of providing preliminary unaudited pro forma consolidated financial information.
A final determination of the fair values of the TMR Group Entities assets and liabilities will be based on the actual net tangible and intangible assets of the TMR Group Entities that existed as of March 22, 2019, the date of completion of the acquisition. Consequently, amounts preliminarily allocated to goodwill, identifiable intangible assets and the value of business acquired may change significantly from the allocations used in the preliminary unaudited pro forma consolidated financial information presented below and could result in a material change in amortization of acquired finite lived intangible assets and the value of business acquired.
In connection with the plan to integrate the operations of RenaissanceRe and the TMR Group Entities, RenaissanceRe anticipates that nonrecurring charges will be incurred. RenaissanceRe is not able to determine the timing, nature, and amount of these charges as of the date of the preliminary unaudited pro forma consolidated financial information. However, these charges will affect the results of operations of the combined company in the period in which they are incurred. The preliminary unaudited pro forma consolidated financial information does not include the effects of costs associated with any restructuring or integration activities resulting from the transaction, as they are nonrecurring in nature and not factually supportable at the time that the preliminary unaudited pro forma consolidated financial information was prepared.
The preliminary unaudited pro forma consolidated financial information is provided for informational purposes only. Additionally, the preliminary unaudited pro forma consolidated financial information is not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. The estimates of fair value are preliminary and are dependent upon certain valuations and other studies that have not progressed to a stage where there is sufficient information to make a definitive valuation. Accordingly, actual adjustments will differ, perhaps materially, from those reflected in the preliminary unaudited pro forma consolidated financial information. In addition, the preliminary unaudited pro forma consolidated financial information does not give consideration to the impact of possible revenue enhancements, expense efficiencies, synergies or asset dispositions that may result from the acquisition of the TMR Group Entities.
- 2 -
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As at December 31, 2018
(in thousands, except shares and per share amounts) | RenaissanceRe | TMR Group Entities |
Adjustments | Total Pro Forma Combined |
||||||||||||
Assets |
||||||||||||||||
Fixed maturity investments trading, at fair value |
$ | 8,088,870 | $ | 383,726 | $ | 1,802,117 | (a) | $ | 10,274,713 | |||||||
Fixed maturity investments available for sale, at fair value |
| 2,127,285 | (2,127,285 | )(b) | | |||||||||||
Short term investments, at fair value |
2,586,520 | 336,603 | | 2,923,123 | ||||||||||||
Equity investments trading, at fair value |
310,252 | 2,723 | | 312,975 | ||||||||||||
Other investments, at fair value |
784,933 | 48,570 | | 833,503 | ||||||||||||
Investments in other ventures, under equity method |
115,172 | | | 115,172 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total investments |
11,885,747 | 2,898,907 | (325,168 | ) | 14,459,486 | |||||||||||
Cash and cash equivalents |
1,107,922 | 423,692 | (582,591 | )(c) | 949,023 | |||||||||||
Premiums receivable |
1,537,188 | 1,014,937 | (352,693 | )(d) | 2,199,432 | |||||||||||
Prepaid reinsurance premiums |
616,185 | 166,357 | (11,162 | )(e) | 771,380 | |||||||||||
Funds held by ceding companies |
| 93,786 | (93,786 | )(f) | | |||||||||||
Reinsurance recoverable |
2,372,221 | 529,108 | | 2,901,329 | ||||||||||||
Accrued investment income |
51,311 | 19,642 | | 70,953 | ||||||||||||
Deferred acquisition costs and value of business acquired |
476,661 | 325,309 | (93,399 | )(g) | 708,571 | |||||||||||
Receivable for investments sold |
256,416 | 571 | | 256,987 | ||||||||||||
Reinsurance deposit assets |
| 117,531 | (117,531 | )(h) | | |||||||||||
Other assets |
135,127 | 95,301 | 234,958 | (i) | 465,386 | |||||||||||
Goodwill and other intangible assets |
237,418 | 6,896 | 45,900 | (j) | 290,214 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
$ | 18,676,196 | $ | 5,692,037 | $ | (1,295,472 | ) | $ | 23,072,761 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities, Noncontrolling Interests and Shareholders Equity |
||||||||||||||||
Liabilities |
||||||||||||||||
Reserve for claims and claim expenses |
$ | 6,076,271 | $ | 2,423,601 | $ | (66,155 | )(k) | $ | 8,433,717 | |||||||
Unearned premiums |
1,716,021 | 1,218,667 | (352,693 | )(l) | 2,581,995 | |||||||||||
Debt |
991,127 | | 400,000 | (m) | 1,391,127 | |||||||||||
Reinsurance balances payable |
1,902,056 | 246,356 | (11,161 | )(n) | 2,137,251 | |||||||||||
Payable for investments purchased |
380,332 | 639 | | 380,971 | ||||||||||||
Other liabilities |
513,609 | 281,819 | 19,287 | (o) | 814,715 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities |
11,579,416 | 4,171,082 | (10,722 | ) | 15,739,776 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Redeemable noncontrolling interests |
2,051,700 | | | 2,051,700 | ||||||||||||
Shareholders Equity |
||||||||||||||||
Preference shares |
650,000 | | | 650,000 | ||||||||||||
Common shares |
42,207 | 409,500 | (407,761 | )(p) | 43,946 | |||||||||||
Additional paid-in capital |
296,099 | 400,000 | (151,739 | )(q) | 544,360 | |||||||||||
Accumulated other comprehensive (loss) income |
(1,433 | ) | (63,538 | ) | 63,538 | (r) | (1,433 | ) | ||||||||
Retained earnings |
4,058,207 | 774,993 | (788,788 | )(s) | 4,044,412 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total shareholders equity |
5,045,080 | 1,520,955 | (1,284,750 | ) | 5,281,285 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities, noncontrolling interests and shareholders equity |
$ | 18,676,196 | $ | 5,692,037 | $ | (1,295,472 | ) | $ | 23,072,761 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Selected Share Data |
||||||||||||||||
Common shares outstanding |
42,207 | 409,500 | (407,761 | )(t) | 43,946 | |||||||||||
Book value per common share |
$ | 104.13 | n/m | n/m | $ | 105.39 |
n/mnot meaningful.
See accompanying notes to the preliminary unaudited pro forma consolidated financial information.
- 3 -
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2018
(in thousands, except shares and per share data) | RenaissanceRe | TMR Group Entities |
Adjustments | Total Pro Forma Combined |
||||||||||||
Revenues |
||||||||||||||||
Gross premiums written |
$ | 3,310,427 | $ | 1,615,230 | $ | (194,991 | )(u) | $ | 4,730,666 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Net premiums written |
$ | 2,131,902 | $ | 1,168,438 | $ | (184,054 | )(v) | $ | 3,116,286 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Net premiums earned |
$ | 1,976,129 | $ | 1,258,176 | $ | | $ | 3,234,305 | ||||||||
Net investment income (loss) |
261,866 | 86,408 | (11,300 | )(w) | 336,974 | |||||||||||
Net foreign exchange (losses) gains |
(12,428 | ) | 5,331 | (5,663 | )(x) | (12,760 | ) | |||||||||
Equity in earnings of other ventures |
18,474 | | | 18,474 | ||||||||||||
Other income (loss) |
5,969 | (5,047 | ) | | 922 | |||||||||||
Net realized and unrealized losses on investments |
(175,069 | ) | (6,062 | ) | (38,068 | )(y) | (219,199 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenues |
2,074,941 | 1,338,806 | (55,031 | ) | 3,358,716 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Expenses |
| |||||||||||||||
Net claims and claim expenses incurred |
1,120,018 | 729,223 | (16,096 | )(z) | 1,833,145 | |||||||||||
Acquisition expenses |
432,989 | 342,911 | (53,824 | )(aa) | 722,076 | |||||||||||
Operational expenses |
178,267 | 127,017 | (8,556 | )(ab) | 296,728 | |||||||||||
Corporate expenses |
33,983 | | | 33,983 | ||||||||||||
Interest expense |
47,069 | | 14,785 | (ac) | 61,854 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total expenses |
1,812,326 | 1,199,151 | (63,691 | ) | 2,947,786 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before taxes |
262,615 | 139,655 | 8,660 | 410,930 | ||||||||||||
Income tax benefit (expense) |
6,302 | (11,843 | ) | (1,121 | )(ad) | (6,662 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
268,917 | 127,812 | 7,539 | 404,268 | ||||||||||||
Net income attributable to redeemable noncontrolling interests |
(41,553 | ) | | | (41,553 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income attributable to RenaissanceRe |
227,364 | 127,812 | 7,539 | 362,715 | ||||||||||||
Dividends on preference shares |
(30,088 | ) | | | (30,088 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income available to RenaissanceRe common shareholders |
$ | 197,276 | $ | 127,812 | $ | 7,539 | $ | 332,627 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Per Share Data |
||||||||||||||||
Net income available to RenaissanceRe common shareholders per common sharebasic (Note 5) |
$ | 4.91 | n/m | n/m | $ | 7.97 | ||||||||||
Net income available to RenaissanceRe common shareholders per common sharediluted (Note 5) |
$ | 4.91 | n/m | n/m | $ | 7.97 | ||||||||||
Average shares outstandingbasic (Note 5) |
39,732 | 1,739 | 41,471 | |||||||||||||
Average shares outstandingdiluted (Note 5) |
39,755 | 1,739 | 41,494 | |||||||||||||
Dividends per common share |
$ | 1.32 | n/m | n/m | $ | 1.32 |
n/mnot meaningful.
See accompanying notes to the preliminary unaudited pro forma consolidated financial information.
- 4 -
NOTES TO PRELIMINARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
Note 1. Pro Forma Basis of Presentation
The preliminary unaudited pro forma condensed consolidated balance sheet as of December 31, 2018 and the preliminary unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2018 are based on the historical financial statements of RenaissanceRe and the TMR Group Entities after giving effect to the completion of the acquisition of the TMR Group Entities and the assumptions and adjustments described in the accompanying notes. The preliminary unaudited pro forma condensed consolidated balance sheet as of December 31, 2018 is presented as if the acquisition of the TMR Group Entities had occurred on December 31, 2018. The preliminary unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2018 is presented as if the acquisition of the TMR Group Entities had occurred on January 1, 2018. The preliminary unaudited pro forma consolidated financial information does not give consideration to the impact of possible revenue enhancements, expense efficiencies, synergies, strategy modifications, asset dispositions or other actions.
RenaissanceRes financial statements were prepared in accordance with GAAP and presented in U.S. dollars (USD). TMR AGs financial statements were prepared in accordance with international financial reporting standards as issued by the International Accounting Standards Board (IFRS) and presented in USD. TMR UKs financial statements were prepared in accordance with generally accepted accounting principles in the United Kingdom (U.K. GAAP) and presented in pounds sterling (GBP). The unaudited pro forma consolidated financial information includes adjustments to (i) convert the financial information of TMR AG and TMR UK to GAAP, and (ii) translate the historical results of TMR UK to USD using a period end spot rate of 1.276 and average spot rate of 1.332 for the pro forma condensed consolidated balance sheet and the pro forma condensed consolidated statement of operations, respectively.
The transaction will be accounted for under the acquisition method of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic No. 805 Business Combinations, with RenaissanceRe as the acquiring entity. In business combination transactions in which the consideration given is not in the form of cash (that is, in the form of non-cash assets, liabilities incurred, or equity interests issued), measurement of the acquisition consideration is based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable.
Under FASB ASC Topic No. 805 Business Combinations, all of the TMR Group Entities assets acquired and liabilities assumed in this business combination are recognized at their acquisition-date fair value, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. Changes in deferred tax asset valuation allowances and income tax uncertainties, if any, after the acquisition date will generally affect income tax expense. RenaissanceRe is in the process of finalizing an integration plan, which will affect how the assets acquired, including intangible assets, will be utilized by the combined company.
A final determination of the estimated fair value of the TMR Group Entities assets acquired and liabilities assumed, including the fair value of the estimated identifiable intangible assets and the value of business acquired, will be based on the actual net tangible and intangible assets, and the value of business acquired of the TMR Group Entities that exist at the date of completion of the acquisition. Consequently, the estimated fair value adjustments, and amounts preliminarily allocated to goodwill, could change significantly from those allocations used in the preliminary unaudited pro forma consolidated financial information. RenaissanceRe has retained a third-party valuation adviser and has not had sufficient time to complete a formal valuation study of the TMR Group Entities assets and liabilities, including identifiable intangible assets and the value of business acquired, at this preliminary stage. RenaissanceRe does not expect to complete a formal valuation study until the filing of its Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2019. Accordingly, the preliminary unaudited pro forma adjustments, including the allocations of the acquisition consideration, have been made based on estimates solely for the purpose of providing preliminary unaudited pro forma consolidated financial information.
At this preliminary stage, in addition to the value of business acquired, the estimated identifiable finite lived intangible assets include broker relationships, non-contractual relationships and non-compete agreements. The weighted average useful life of the estimated identifiable finite lived intangible assets and the value of business acquired is estimated to be 3.3 years. There is significant uncertainty at this preliminary stage regarding the valuation of the identifiable intangible assets, the value of business acquired and the determination of the weighted average useful life, as such these items could change significantly from those used
- 5 -
in the preliminary unaudited pro forma consolidated financial information presented herein and could result in a material change in the amortization of acquired identifiable intangible assets and the value of business acquired. The estimated indefinite lived identifiable intangible assets represent insurance licenses which are estimated to have an indefinite life and are therefore not amortized, but will be subject to periodic impairment testing and is subject to the same risks and uncertainties noted for the identifiable finite lived intangible assets. Goodwill represents the excess of the estimated purchase price over the estimated fair value of the TMR Group Entities assets and liabilities, including the fair value of the estimated identifiable finite and indefinite lived intangible assets and the value of business acquired, and will not be amortized, but will be subject to periodic impairment testing.
Upon completion of a formal valuation study, the fair value of the assets and liabilities will be estimated, including the estimated fair value of identifiable intangible assets, the value of business acquired and the allocation of the excess purchase price to goodwill, and such items could change significantly from those used in the preliminary unaudited pro forma consolidated financial information presented herein and could result in a material change in the amortization of the fair value adjustments including the acquired identifiable intangible assets and the value of business acquired.
In connection with the plan to integrate the operations of RenaissanceRe and the TMR Group Entities, RenaissanceRe anticipates that nonrecurring charges will be incurred. RenaissanceRe is not able to determine the timing, nature, and amount of these charges as of the date of this preliminary unaudited pro forma consolidated financial information. However, these charges will affect the results of operations of the combined company, in the period in which they are incurred. The preliminary unaudited pro forma consolidated financial information does not include the effects of the costs associated with any restructuring or integration activities resulting from the transaction, as they are nonrecurring in nature and not factually supportable at the time that the preliminary unaudited pro forma consolidated financial information was prepared.
The preliminary unaudited pro forma consolidated financial information is presented solely for informational purposes and is not necessarily indicative of the consolidated results of operations or financial position that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company.
Note 2. TMR Group Entities
Certain financial information of the TMR Group Entities, as presented in its historical audited financial statements, has been reclassified to conform to the historical presentation in RenaissanceRes consolidated financial statements and combined for purposes of preparing the preliminary unaudited pro forma condensed consolidated financial statements.
TMR AGs audited historical consolidated financial statements are prepared in accordance with IFRS. The consolidated financial statements are presented in U.S. dollars, which is the reporting currency.
TMR UKs audited historical financial statements are prepared in accordance with U.K. GAAP. TMR UKs reporting and functional currency is GBP. For purposes of preparing the preliminary unaudited pro forma condensed consolidated financial statements, TMR UKs audited historical financial statements have been translated into U.S. dollars using a period end spot rate of 1.276 and average spot rate of 1.332 for the pro forma condensed consolidated balance sheet and the pro forma condensed consolidated statement of operations, respectively.
Preliminary unaudited adjustments have been made to convert IFRS and U.K. GAAP, to GAAP and are noted in Note 4. There are no material intercompany balances or transactions between TMR AG and TMR UK. The table below reflects the combination of TMR AG and TMR UK, inclusive of the conversion to USD.
- 6 -
TMR Group Entities Pro Forma Combined Balance Sheet As at December 31, 2018
TMR UK | TMR AG | TMR Group Entities |
||||||||||||||||||
(in thousands, except share amounts) | Historical U.K. GAAP in GBP |
U.K. GAAP in USD |
Historical IFRS in USD |
Reclassifications | Combined in USD |
|||||||||||||||
Assets |
||||||||||||||||||||
Fixed maturity investments trading, at fair value |
£ | | $ | | $ | | $ | 383,726 | $ | 383,726 | ||||||||||
Fixed maturity investments available for sale, at fair value |
| | | 2,127,285 | 2,127,285 | |||||||||||||||
Short term investments, at fair value |
| | | 336,603 | 336,603 | |||||||||||||||
Equity investments trading, at fair value |
| | | 2,723 | 2,723 | |||||||||||||||
Other investments, at fair value/ Investments/ Other financial investments |
364,851 | 465,550 | 2,433,357 | (2,850,337 | ) | 48,570 | ||||||||||||||
Deposits with ceding undertakings |
1,336 | 1,705 | | (1,705 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total investments |
366,187 | 467,255 | 2,433,357 | (1,705 | ) | 2,898,907 | ||||||||||||||
Cash and cash equivalents |
| | 399,193 | 24,499 | 423,692 | |||||||||||||||
Cash at bank and in hand |
19,200 | 24,499 | | (24,499 | ) | | ||||||||||||||
Premiums receivable |
| | 1,007,498 | 7,439 | 1,014,937 | |||||||||||||||
Debtors |
5,841 | 7,453 | | (7,453 | ) | | ||||||||||||||
Derivative balances receivable |
| | 30,284 | (30,284 | ) | | ||||||||||||||
Prepaid reinsurance premiums |
| | 166,317 | 40 | 166,357 | |||||||||||||||
Reinsurers share of technical provisionsprovision for unearned premiums |
31 | 40 | | (40 | ) | | ||||||||||||||
Fair value of derivative assets |
| | 47,169 | (47,169 | ) | | ||||||||||||||
Funds held by ceding companies |
| | | 93,786 | 93,786 | |||||||||||||||
Funds withheld |
| | 92,081 | (92,081 | ) | | ||||||||||||||
Reinsurance recoverable |
| | | 529,108 | 529,108 | |||||||||||||||
Outstanding losses recoverable from reinsurers |
| | 526,622 | (526,622 | ) | | ||||||||||||||
Reinsurers share of technical provisionsclaims outstanding |
1,948 | 2,486 | | (2,486 | ) | | ||||||||||||||
Accrued investment income |
| | | 19,642 | 19,642 | |||||||||||||||
Accrued interest receivable / Accrued interest |
2,161 | 2,757 | 16,885 | (19,642 | ) | | ||||||||||||||
Deferred acquisition costs / Deferred acquisition expenses |
48 | 59 | 321,325 | 3,925 | 325,309 | |||||||||||||||
Unearned profit commission |
| | 3,925 | (3,925 | ) | | ||||||||||||||
Receivable for investments sold |
| | | 571 | 571 | |||||||||||||||
Deposit assets |
| | 117,531 | | 117,531 | |||||||||||||||
Current tax asset |
| | 603 | (603 | ) | | ||||||||||||||
Deferred tax asset |
| | 13 | (13 | ) | | ||||||||||||||
Property and equipment |
| | 7,354 | (7,354 | ) | | ||||||||||||||
Other prepayments and accrued income |
113 | 144 | | (144 | ) | | ||||||||||||||
Other assets |
| | 10,291 | 85,010 | 95,301 | |||||||||||||||
Goodwill and other intangible assets |
| | 6,896 | | 6,896 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets |
£ | 395,529 | $ | 504,693 | $ | 5,187,344 | $ | | $ | 5,692,037 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Liabilities and Shareholders Equity |
||||||||||||||||||||
Liabilities |
||||||||||||||||||||
Reserve for claims and claim expenses |
£ | | $ | | $ | | $ | 2,423,601 | $ | 2,423,601 | ||||||||||
Outstanding losses and loss expenses |
| | 2,193,904 | (2,193,904 | ) | | ||||||||||||||
Technical provisionsclaims outstanding |
180,016 | 229,697 | | (229,697 | ) | | ||||||||||||||
Liability for collateral held on behalf of counterparties |
| | 3,280 | (3,280 | ) | | ||||||||||||||
Unearned premiums |
| | 1,217,690 | 977 | 1,218,667 | |||||||||||||||
Technical provisionsprovision for unearned premium |
766 | 977 | | (977 | ) | | ||||||||||||||
Reinsurance balances payable |
| | 238,075 | 8,281 | 246,356 | |||||||||||||||
Creditors |
7,160 | 9,136 | | (9,136 | ) | | ||||||||||||||
Derivative balances payable |
| | 54,797 | (54,797 | ) | | ||||||||||||||
Deposit liabilities |
| | 117,531 | (117,531 | ) | | ||||||||||||||
Fair value of derivative liabilities |
| | 25,169 | (25,169 | ) | | ||||||||||||||
Deferred commission income |
| | 21,821 | (21,821 | ) | | ||||||||||||||
Payable for investments purchased |
| | 639 | | 639 |
- 7 -
Accounts payable and accrued expenses |
| | 42,314 | (42,314 | ) | | ||||||||||||||
Accruals and deferred income |
638 | 814 | | (814 | ) | | ||||||||||||||
Retirement benefit obligation |
| | 3,887 | (3,887 | ) | | ||||||||||||||
Deferred fee income |
| | 2,506 | (2,506 | ) | | ||||||||||||||
Provision for taxation / Current tax liability |
280 | 357 | 6,911 | (7,268 | ) | | ||||||||||||||
Deferred tax liability |
| | 1,577 | (1,577 | ) | | ||||||||||||||
Other liabilities |
| | | 281,819 | 281,819 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
188,860 | 240,981 | 3,930,101 | | 4,171,082 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Shareholders Equity |
||||||||||||||||||||
Common shares |
| | | 409,500 | 409,500 | |||||||||||||||
Share capital / Called up share capital |
125,000 | 159,500 | 250,000 | (409,500 | ) | | ||||||||||||||
Additional paid-in capital |
| | | 400,000 | 400,000 | |||||||||||||||
Contributed surplus |
| | 400,000 | (400,000 | ) | | ||||||||||||||
Accumulated other comprehensive (loss) income |
| | (63,538 | ) | | (63,538 | ) | |||||||||||||
Retained earnings |
| | 670,781 | 104,212 | 774,993 | |||||||||||||||
Profit and loss account |
81,669 | 104,212 | | (104,212 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total shareholders equity |
206,669 | 263,712 | 1,257,243 | | 1,520,955 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities and shareholders equity |
£ | 395,529 | $ | 504,693 | $ | 5,187,344 | $ | | $ | 5,692,037 | ||||||||||
|
|
|
|
|
|
|
|
|
|
- 8 -
TMR Group Entities Pro Forma Combined Statement of Operations
For the Year Ended December 31, 2018
TMR UK | TMR AG | TMR Group Entities |
||||||||||||||||||
(in thousands) | Historical U.K. GAAP in GBP |
U.K. GAAP in USD |
Historical IFRS in USD |
Reclassifications | Combined in USD |
|||||||||||||||
Revenues |
||||||||||||||||||||
Gross premiums written |
£ | | $ | | $ | | $ | 1,615,230 | $ | 1,615,230 | ||||||||||
Reinsurance premiums assumed / Premiums writtengross amount |
(8,216 | ) | (10,944 | ) | 1,626,174 | (1,615,230 | ) | | ||||||||||||
Net premiums written |
| | | 1,168,438 | 1,168,438 | |||||||||||||||
Net premiums earned |
| | 1,266,898 | (8,722 | ) | 1,258,176 | ||||||||||||||
Earned premiums, net of reinsurance |
(6,548 | ) | (8,722 | ) | | 8,722 | | |||||||||||||
Net investment income |
| | 78,139 | 8,269 | 86,408 | |||||||||||||||
Total investment return |
1,657 | 2,207 | | (2,207 | ) | | ||||||||||||||
Net foreign exchange (losses) gains |
| | | 5,331 | 5,331 | |||||||||||||||
Other charges |
(579 | ) | (771 | ) | | 771 | | |||||||||||||
Other underwriting income |
| | 3,323 | (3,323 | ) | | ||||||||||||||
Other income (loss) |
5 | 7 | | (5,054 | ) | (5,047 | ) | |||||||||||||
Net realized and unrealized losses on investments |
| | | (6,062 | ) | (6,062 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total revenues |
(5,465 | ) | (7,279 | ) | 1,348,360 | (2,275 | ) | 1,338,806 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Expenses |
||||||||||||||||||||
Net claims and claim expenses incurred |
| | | 729,223 | 729,223 | |||||||||||||||
Net loss and loss expenses incurred |
| | 743,027 | (743,027 | ) | | ||||||||||||||
Claims incurred, net of reinsurance |
(10,363 | ) | (13,804 | ) | | 13,804 | | |||||||||||||
Acquisition expenses |
| | 334,713 | 8,198 | 342,911 | |||||||||||||||
Profit commission |
| | 6,376 | (6,376 | ) | | ||||||||||||||
Net derivative expense |
| | 7,383 | (7,383 | ) | | ||||||||||||||
Other underwriting expense |
| | 994 | (994 | ) | | ||||||||||||||
Operational expenses |
| | | 127,017 | 127,017 | |||||||||||||||
General and administrative expenses |
| | 125,829 | (125,829 | ) | | ||||||||||||||
Operating expenses, net of reinsurance |
2,260 | 3,010 | | (3,010 | ) | | ||||||||||||||
Net foreign exchange (gains) losses |
| | (6,102 | ) | 6,102 | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total expenses |
(8,103 | ) | (10,794 | ) | 1,212,220 | (2,275 | ) | 1,199,151 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income before taxes / Operating profit and profit on ordinary activities before tax |
2,638 | 3,515 | 136,140 | | 139,655 | |||||||||||||||
Income tax benefit (expense) |
| | | (11,843 | ) | (11,843 | ) | |||||||||||||
Tax (expense) benefit |
| | (11,188 | ) | 11,188 | | ||||||||||||||
Tax charge on profit on ordinary activities |
(492 | ) | (655 | ) | | 655 | | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income |
£ | 2,146 | $ | 2,860 | $ | 124,952 | $ | | $ | 127,812 | ||||||||||
|
|
|
|
|
|
|
|
|
|
- 9 -
Note 3. Acquisition Consideration
Pursuant to the TMR Stock Purchase Agreement, the aggregate consideration for the TMR Stock Purchase was $1.5 billion, consisting of cash, RenaissanceRe shares and a special dividend from the TMR Group Entities, subject to a customary post-closing adjustment.
In connection with the closing of the acquisition of the TMR Group Entities, Tokio, TMR AG and TMR UK entered into a reserve development agreement whereby TMR AG and TMR UK agreed to cede to Tokio, and Tokio agreed to indemnify and reimburse TMR AG and TMR UK for, substantially all of TMR AG and TMR UKs adverse development on stated reserves at time of closing including unearned premium reserves, subject to certain terms and conditions.
Preliminary Estimates of Goodwill and Intangible Assets Acquired
The preliminary estimates of goodwill and intangible assets acquired noted below have been calculated using audited consolidated financial information of RenaissanceRe and the TMR Group Entities as at December 31, 2018.
(in thousands, except shares, per share amounts and book value multiple) | ||||||||
Estimated Pro Forma Acquisition Consideration |
||||||||
Book Value |
||||||||
Book value as at December 31, 2018 of the TMR Group Entities |
$ | 1,520,955 | ||||||
Goodwill and intangible assets as at December 31, 2018 of the TMR Group Entities |
(6,896 | ) | ||||||
|
|
|||||||
Tangible book value as at December 31, 2018 of the TMR Group Entities |
$ | 1,514,059 | ||||||
Transaction costs to be paid by the TMR Group Entities |
(18,796 | ) | ||||||
|
|
|||||||
Adjusted tangible book value as at December 31, 2018 of the TMR Group Entities |
1,495,263 | |||||||
Book value multiple |
1.02 | |||||||
|
|
|||||||
Adjusted tangible book value as at December 31, 2018, after application of the book value multiple |
1,525,168 | |||||||
Special dividend paid to Tokio from the TMR Group Entities |
(500,000 | ) | ||||||
|
|
|||||||
Total estimated RenaissanceRe pro forma acquisition consideration |
$ | 1,025,168 | ||||||
|
|
|||||||
Estimated Pro Forma Funding of RenaissanceRe Acquisition Consideration |
||||||||
RenaissanceRe common shares |
||||||||
Common shares issued by RenaissanceRe to Tokio |
1,739,071 | |||||||
Common share price of RenaissanceRe (1) |
$ | 143.75 | ||||||
|
|
|||||||
Market value of RenaissanceRe common shares issued by RenaissanceRe to Tokio |
$ | 250,000 | ||||||
Cash consideration |
||||||||
Cash consideration funded by a partial drawdown of RenaissanceRes existing revolving credit facility, replaced with a portion of the Senior Notes |
200,000 | |||||||
Cash consideration funded through the sale of a portion of RenaissanceRes fixed maturity investments trading |
325,168 | |||||||
Cash consideration funded by available cash resources |
250,000 | |||||||
|
|
|||||||
Total cash consideration paid by RenaissanceRe as acquisition consideration |
775,168 | |||||||
|
|
|||||||
Total estimated RenaissanceRe pro forma acquisition consideration |
$ | 1,025,168 | ||||||
|
|
|||||||
Preliminary Estimates of Goodwill, Intangible Assets Acquired and Value of Business Acquired |
||||||||
Shareholders equity as at December 31, 2018 of the TMR Group Entities |
$ | 1,520,955 | ||||||
TMR Group Entities pro forma estimated transaction costs |
(18,796 | ) | ||||||
|
|
|||||||
Pro forma adjusted shareholders equity of the TMR Group Entities |
1,502,159 | |||||||
Preliminary adjustments for fair value, by applicable balance sheet caption, net of tax (see Note 4 for description): |
||||||||
Deferred acquisition costs, net of value of business acquired |
$ | (93,399 | ) | |||||
Goodwill and intangible assets of the TMR Group Entities |
(6,896 | ) | ||||||
Reserve for claims and claim expenses |
66,155 | |||||||
Identifiable intangible assets resulting from the acquisition of the TMR Group Entities |
43,300 | |||||||
Deferred tax asset, net of deferred tax liabilities |
4,353 | |||||||
|
|
|||||||
Total of preliminary adjustments for fair value by applicable balance sheet caption, net of tax |
13,513 | |||||||
|
|
|||||||
Estimated pro forma shareholders equity of the TMR Group Entities, at fair value |
1,515,672 | |||||||
Adjusted tangible book value as at December 31, 2018, after application of the book value multiple |
1,525,168 | |||||||
|
|
|||||||
Estimated pro forma purchase price over the fair value of net assets acquired assigned to goodwill |
$ | 9,496 | ||||||
|
|
(1) | RenaissanceRe share price is based on the 30-day trailing volume weighted average price as of market close on March 15, 2019. |
- 10 -
Note 4. Preliminary Unaudited Pro Forma Adjustments
The preliminary unaudited pro forma consolidated financial information is not necessarily indicative of what the financial position and results from operations would have been had the acquisition of the TMR Group Entities been completed at the date indicated and includes adjustments which are preliminary and may be revised. Such revisions may result in material changes. The financial position shown herein is not necessarily indicative of what the past financial position of the combined company would have been, nor necessarily indicative of the financial position of post-acquisition periods. The preliminary unaudited pro forma consolidated financial information does not give consideration to the impact of possible revenue enhancements, expense efficiencies, synergies, strategy modifications, asset dispositions or other actions that may result from the acquisition of the TMR Group Entities.
The following preliminary unaudited pro forma adjustments result from accounting for the acquisition of the TMR Group Entities, including the determination of fair value of the assets, liabilities and commitments which RenaissanceRe, as the acquirer for accounting purposes, acquired from the TMR Group Entities. The descriptions related to these preliminary unaudited pro forma adjustments are as follows:
Adjustments to the Pro Forma Condensed Consolidated Balance Sheet
(in thousands) | Increase (decrease) as of December 31, 2018 |
|||||
Assets |
|
|||||
(a) |
Adjustments to fixed maturity investments trading, at fair value: | |||||
To reflect the portion of the cash consideration paid by RenaissanceRe to effect the acquisition of the TMR Group Entities funded through the sale of a portion of RenaissanceRes fixed maturity investments trading. |
$ | (325,168 | ) | |||
To reclassify the TMR Group Entities fixed maturity investments available for sale to fixed maturity investments trading to conform to RenaissanceRes accounting policies. |
2,127,285 | |||||
|
|
|||||
1,802,117 | ||||||
|
|
|||||
(b) |
To reclassify the TMR Group Entities fixed maturity investments available for sale to fixed maturity investments trading to conform to RenaissanceRes accounting policies. | (2,127,285 | ) | |||
(c) |
Adjustments to cash and cash equivalents: | |||||
To reflect the special dividend paid to Tokio from the TMR Group Entities. |
(500,000 | ) | ||||
To reflect cash inflow funded by a partial drawdown of RenaissanceRes existing revolving credit facility, repaid with a portion of the Senior Notes. |
200,000 | |||||
To reflect cash inflow from the Senior Notes, a portion of which was used to repay the partial drawdown of RenaissanceRes existing revolving credit facility. |
400,000 | |||||
To reflect the portion of the cash proceeds from the Senior Notes used to repay the partial drawdown of RenaissanceRes existing revolving credit facility |
(200,000 | ) | ||||
To reflect the portion of the cash consideration paid by RenaissanceRe to effect the acquisition of the TMR Group Entities funded by available cash resources, including cash inflow funded by the partial drawdown of RenaissanceRes existing revolving credit facility. |
(450,000 | ) | ||||
To reflect estimated transaction costs paid by RenaissanceRe. |
(13,795 | ) | ||||
To reflect estimated transaction costs paid by the TMR Group Entities. |
(18,796 | ) | ||||
|
|
|||||
(582,591 | ) | |||||
|
|
|||||
(d) |
Adjustment to conform balance to RenaissanceRes accounting policies (see footnote (1)). | (352,693 | ) | |||
(e) |
Adjustment to conform balance to RenaissanceRes accounting policies (see footnote (1)). | (11,162 | ) | |||
(f) |
Adjustment to reclassify the balance to other assets to conform with RenaissanceRes presentation. | (93,786 | ) | |||
(g) |
Adjustment to reflect deferred acquisition costs at fair value which is estimated to be $Nil, net of value of business acquired. | (93,399 | ) | |||
(h) |
Adjustment to reclassify the balance to other assets to conform with RenaissanceRes presentation. | (117,531 | ) | |||
(i) |
Adjustments to other assets: | |||||
To reflect deferred tax assets related to the preliminary unaudited pro forma adjustments using the applicable statutory tax rates of the respective jurisdictions the adjustments impacted. The respective statutory tax rate used for the adjustments impacting Switzerland was 21.2%, Australia 30.0%, and Bermuda 0.0%. The adjustments impacting the U.K. were tax effected at either the current statutory tax rate of 19.0% or the future U.K. statutory tax rate of 17.0% depending on the timing of when these adjustments will be realized. The adjustments impacting the U.S. were not tax effected at the U.S. statutory tax rate of 21.0% due to the TMR Group entities U.S. valuation allowance position. |
23,641 | |||||
Adjustment to reclassify the balance to other assets to conform with RenaissanceRes presentation. |
93,786 | |||||
Adjustment to reclassify the balance to other assets to conform with RenaissanceRes presentation. |
117,531 | |||||
|
|
|||||
234,958 | ||||||
|
|
|||||
(j) |
Adjustments to goodwill and other intangible assets: |
- 11 -
To reflect the existing goodwill and intangible assets of the TMR Group Entities at fair value, which is estimated to be $Nil |
(6,896 | ) | ||||
To reflect the estimated fair value of identifiable indefinite lived intangible assets resulting from the acquisition of the TMR Group Entities (state insurance licenses). |
6,200 | |||||
To reflect the estimated fair value of identifiable finite lived intangible assets resulting from the acquisition of the TMR Group Entities (renewal rights, top broker relationships, other brokers / direct relationships and non-compete agreements). |
37,100 | |||||
To reflect goodwill determined based on the acquisition consideration paid to effect the acquisition of the TMR Group Entities in excess of the estimated fair value of the net assets acquired. |
9,496 | |||||
|
|
|||||
45,900 | ||||||
|
|
|||||
Total adjustments to assets | $ | (1,295,472 | ) | |||
|
|
|||||
Liabilities |
|
|||||
(k) |
Adjustments to reserve for claims and claim expenses: |
|||||
To reflect net claims and claim expenses at fair value. The adjustments reflect a deduction which represents the discount due to the present value calculation of the unpaid claims and claim expenses based on an estimated payout of the net unpaid claims and claim expenses partially offset by an increase in net claims and claim expenses due to the addition of an estimated market based risk margin which represents the estimated cost of capital required by a market participant to assume the net claims and claim expenses. |
$ | (66,155 | ) | |||
(l) |
Adjustment to conform balance to RenaissanceRes accounting policies (see footnote (1)). |
(352,693 | ) | |||
(m) |
Adjustments to debt: |
|||||
To reflect the Senior Notes. |
400,000 | |||||
(n) |
Adjustment to conform balance to RenaissanceRes accounting policies (see footnote (1)). |
(11,161 | ) | |||
(o) |
Adjustments to other liabilities: |
|||||
To reflect deferred tax liabilities related to identifiable intangible assets and the value of business acquired using the applicable statutory tax rates of the respective jurisdictions where the assets were recorded. The respective statutory tax rate used for the intangible assets recorded in Switzerland was 21.2%, Australia 30.0%, and Bermuda 0.0%. The intangible assets recorded in the U.K. were tax effected at either the current statutory tax rate of 19.0% or the future U.K. statutory tax rate of 17.0% depending on the timing of when intangible assets and the value of business acquired will be realized. Only the indefinite lived intangibles recorded in the U.S. were tax effected at the U.S. statutory tax rate of 21.0% due to the TMR Group entities U.S. valuation allowance position. |
19,287 | |||||
|
|
|||||
Total adjustments to liabilities | $ | (10,722 | ) | |||
|
|
|||||
Shareholders Equity |
|
|||||
(p) |
Adjustments to common shares: |
|||||
To reflect the par value of the RenaissanceRe common shares issued as part of the consideration paid to effect the acquisition of the TMR Group Entities in excess of par value. |
1,739 | |||||
To reflect the elimination of the par value of the TMR Group Entities common shares outstanding. |
(409,500 | ) | ||||
|
|
|||||
(407,761 | ) | |||||
|
|
|||||
(q) |
Adjustments to additional paid-in capital: |
|||||
To reflect additional-paid in capital from RenaissanceRe common shares issued as part of the consideration paid to effect the acquisition of the TMR Group Entities. |
248,261 | |||||
To reflect the elimination of the TMR Group Entities additional paid-in capital. |
(400,000 | ) | ||||
|
|
|||||
(151,739 | ) | |||||
|
|
|||||
(r) |
To reflect the elimination of the TMR Group Entities accumulated other comprehensive loss in connection with the reclassification of the TMR Group Entities fixed maturity investments available for sale to fixed maturity investments trading to conform with RenaissanceRes accounting policies. |
63,538 | ||||
(s) |
Adjustments to retained earnings: |
|||||
To reflect estimated transaction costs to be paid by RenaissanceRe. |
(13,795 | ) | ||||
To reflect estimated transaction costs to be paid by the TMR Group Entities. |
(18,796 | ) | ||||
To reflect the special dividend paid by the TMR Group Entities to Tokio as part of the estimated acquisition consideration. |
(500,000 | ) | ||||
To reflect the elimination of the TMR Group Entities retained earnings, net of adjustments. |
(256,197 | ) | ||||
|
|
|||||
(788,788 | ) | |||||
|
|
|||||
Total adjustments to shareholders equity | (1,284,750 | ) | ||||
|
|
|||||
Total adjustments to liabilities and shareholders equity | $ | (1,295,472 | ) | |||
|
|
|||||
(t) |
Adjustments to common shares outstanding (in thousands of shares): |
|||||
To reflect the elimination of the TMR Group Entities common shares outstanding. |
(409,500 | ) | ||||
To reflect RenaissanceRe common shares issued as part of the consideration paid to Tokio to effect the acquisition of the TMR Group Entities. |
1,739 | |||||
|
|
|||||
(407,761 | ) | |||||
|
|
- 12 -
Adjustments to the Pro Forma Condensed Consolidated Statement of Operations
(in thousands) | Increase (decrease) for the year ended December 31, 2018 |
|||||
Revenues |
|
|||||
(u) |
Adjustment to conform balance to RenaissanceRes accounting policies (see footnote (1)). |
$ | (194,991 | ) | ||
(v) |
Adjustment to conform balance to RenaissanceRes accounting policies (see footnote (1)). |
(184,054 | ) | |||
(w) |
To reflect the estimated impact on net investment income due to the net decreases in fixed maturity investments trading and cash and cash equivalents as a result of consideration paid by RenaissanceRe to effect the acquisition of the TMR Group Entities, the special dividend paid by the TMR Group Entities and transaction costs incurred by RenaissanceRe and the TMR Group Entities (see footnote (2)). |
(11,300 | ) | |||
(x) |
Adjustment to reconcile U.K. GAAP and IFRS to GAAP. Foreign currency gains and losses that were previously recorded as other comprehensive income under U.K. GAAP and IFRS are recorded within revenues under GAAP as applied by RenaissanceRe. |
(5,663 | ) | |||
(y) |
To reclassify the change in net realized and unrealized losses in conjunction with the reclassification of the TMR Group Entities fixed maturity investments available for sale to fixed maturity investments trading to conform to RenaissanceRes accounting policies. |
(38,068 | ) | |||
|
|
|||||
Total adjustments to revenues |
(55,031 | ) | ||||
|
|
|||||
Expenses |
|
|||||
(z) |
To amortize the adjustments resulting from the difference between the estimated fair value and the historical carrying value of the TMR Group Entities net reserve for claims and claim expenses. |
(16,096 | ) | |||
(aa) |
Adjustments to acquisition expenses: |
|||||
Adjustment to reclassify the balance from acquisition expenses to operating expenses to conform to RenaissanceRes presentation. |
9,323 | |||||
To reflect the estimated impact of the adjustments to reflect deferred acquisition costs at fair value, which is estimated to be $Nil. |
(249,917 | ) | ||||
To amortize certain identifiable intangible assets (e.g., renewal rights) and the value of business acquired using a weighted average useful life of 3.3 years. |
186,770 | |||||
|
|
|||||
(53,824 | ) | |||||
|
|
|||||
(ab) |
Adjustments to operational expenses: |
|||||
Adjustment to reclassify the balance from acquisition expenses to operating expenses to conform to RenaissanceRes presentation. |
(9,323 | ) | ||||
To amortize certain identifiable intangible assets (i.e., non-compete agreements) using a weighted average useful life of 1.5 years. |
767 | |||||
|
|
|||||
(8,556 | ) | |||||
|
|
|||||
(ac) |
Adjustments to interest expense: |
|||||
To reflect estimated interest expense on the Senior Notes. |
14,400 | |||||
To amortize the estimated debt issuance costs on the Senior Notes over the estimated 10 year term of the debt. |
385 | |||||
|
|
|||||
14,785 | ||||||
|
|
|||||
Total adjustments to expenses |
(63,691 | ) | ||||
|
|
|||||
(ad) |
To reflect the income tax impact on preliminary unaudited pro forma adjustments using the applicable statutory tax rates for the respective jurisdictions the adjustments impacted. The respective statutory tax rate used for the adjustments impacting Switzerland was 21.2%, Australia 30.0%, Bermuda 0.0%, and the U.K. 19.0%. The adjustments impacting the U.S. were not tax effected at the U.S. statutory tax rate of 21.0% due to the TMR Group entities U.S. valuation allowance position. |
(1,121 | ) | |||
|
|
|||||
Total adjustments to net income |
$ | 7,539 | ||||
|
|
(1) | The entries to conform the accounting policies relate to aligning the methodologies for recognizing gross premiums written for proportional contracts and multi-year contracts. RenaissanceRe recognizes the estimated annual gross premiums written on proportional and multi-year reinsurance contracts over the policy exposure period while the TMR Group Entities recognize gross premiums written at the reinsurance contract inception date. The methodologies applied by RenaissanceRe and the TMR Group Entities for both proportional and multi-year contracts are acceptable under GAAP (and IFRS and U.K. GAAP with respect to the historical financial statements of TMR AG and TMR UK, respectively) and, since RenaissanceRe and the TMR Group Entities both earn the premium and related acquisition expenses consistently over the policy exposure period, the conforming accounting policy entries do not impact net income. |
The entries include decreasing premiums receivable, assumed and ceded unearned premium and reinsurance balances payable on the pro forma condensed consolidated balance sheet to reflect the gross premiums written due to the TMR Group Entities, net of the related acquisition costs payable by the TMR Group Entities as well as the ceded premiums written due from the TMR Group Entities, net of the related acquisition costs payable to the TMR Group Entities, which would have been recognized at the reinsurance contract inception date by the TMR Group Entities. In the pro forma condensed consolidated statement of operations, there is a related decrease in gross and net premiums written. As the premium and related acquisition expenses are unearned there is no impact to net income related to conforming this accounting policy.
- 13 -
(2) | The table below outlines the calculation to determine the pro forma estimated impact on net investment income due to (decreases) increases in fixed maturity investments trading and cash and cash equivalents as a result of the pro forma net cash consideration paid by RenaissanceRe and the TMR Group Entities to effect the acquisition of the TMR Group Entities, inclusive of the special dividend paid to Tokio from the TMR Group Entities, and estimated transaction costs expected to be paid by RenaissanceRe and the TMR Group Entities: |
(in thousands, except percentages) | Pro forma annualized return |
Impact on assets | Pro forma impact on net investment income |
|||||||||
Decreases to fixed maturity investments trading, at fair value: |
||||||||||||
To reflect the portion of the cash consideration paid by RenaissanceRe to effect the acquisition of the TMR Group Entities funded through the sale of a portion of RenaissanceRes fixed maturity investments trading. |
2.4 | % | $ | (325,168 | ) | $ | (7,804 | ) | ||||
(Decreases) increases to cash and cash equivalents: |
||||||||||||
To reflect the special dividend paid to Tokio from the TMR Group Entities. |
0.6 | % | (500,000 | ) | (3,000 | ) | ||||||
To reflect the portion of the cash consideration paid by RenaissanceRe to effect the acquisition of the TMR Group Entities funded by available cash resources, including cash inflow funded by the partial drawdown of RenaissanceRes existing revolving credit facility. |
0.6 | % | (450,000 | ) | (2,700 | ) | ||||||
To reflect estimated transaction costs to be paid by RenaissanceRe. |
0.6 | % | (13,795 | ) | (83 | ) | ||||||
To reflect estimated transaction costs to be paid by the TMR Group Entities. |
0.6 | % | (18,796 | ) | (113 | ) | ||||||
To reflect cash inflow from the Senior Notes, a portion of which will repay the partial drawdown of RenaissanceRes existing revolving credit facility. |
0.6 | % | 400,000 | 2,400 | ||||||||
|
|
|||||||||||
Net pro forma decrease in net investment income for the year ended December 31, 2018 |
$ | (11,300 | ) | |||||||||
|
|
Note 5. Earnings per Share
Pro forma earnings per common share for the year ended December 31, 2018 have been calculated using RenaissanceRes historical weighted average common shares outstanding, plus 1,739,071 of RenaissanceRes common shares issued as acquisition consideration under the TMR Stock Purchase Agreement.
The following table sets forth the calculation of pro forma basic and diluted earnings per common share and the calculation of pro forma basic and diluted weighted average common shares outstanding for the year ended December 31, 2018:
Year ended December 31, 2018 | ||||||||
(in thousands, except per share data) | Basic | Diluted | ||||||
Pro forma net income available to RenaissanceRe common shareholders |
$ | 332,627 | $ | 332,627 | ||||
Pro forma amounts allocated to RenaissanceRe participating common shareholders (1) |
(2,121 | ) | (2,121 | ) | ||||
|
|
|
|
|||||
Pro forma net income |
$ | 330,506 | $ | 330,506 | ||||
|
|
|
|
|||||
Average common shares outstanding: |
||||||||
RenaissanceRe historical |
39,732 | 39,755 | ||||||
RenaissanceRe common shares issued as acquisition consideration to effect the acquisition of the TMR Group Entities |
1,739 | 1,739 | ||||||
|
|
|
|
|||||
Pro forma average common shares outstanding |
41,471 | 41,494 | ||||||
|
|
|
|
|||||
Pro forma net income available to RenaissanceRe common shareholders per common share |
$ | 7.97 | $ | 7.97 |
(1) | Represents estimated earnings attributable to holders of unvested restricted shares. |
- 14 -