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): May 4, 2004
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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 jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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 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 the Company's press release, issued May 4, 2004.
* Exhibit 99.1 is being furnished to the Securities and Exchange Commission
(the "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.
ITEM 12. RESULTS OF OPERATION AND FINANCIAL CONDITION.
On May 4, 2004, RenaissanceRe Holdings Ltd. (the "Company") issued a
press release (the "Press Release") announcing the Company's preliminary results
for the quarter ended March 31, 2004. A copy of the Press Release is attached
hereto as Exhibit 99.1 to this Form 8-K. This Form 8-K and Exhibit 99.1 hereto
are each being furnished pursuant to Item 12 of Form 8-K and are therefore not
to be considered "filed" with the SEC.
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 and for
comparison with other companies in the industry. These measures may not,
however, be comparable to similarly titled measures used by companies outside of
the insurance industry, or by other insurers. Investors are cautioned not to
place undue reliance on these non-GAAP measure in assessing the Company's
overall financial performance.
The Company has included in the Press Release "net operating income
available to common shareholders" of $137.8 million in the first quarter of 2004
(as compared with $130.2 million in the first quarter of 2003). The Company has
also included in the Press Release "operating income per common share" of $1.93
during the first quarter of 2004
2
(as compared with $1.84 per common share during the first quarter of 2003). Each
of these measures 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," as used in the Press Release
and herein, differs from "net income," which the Company believes is the most
directly comparable GAAP measure, by the exclusion of net realized gains and
losses on investments. In the Press Release, the Company provides that "net
income available to common shareholders" during the first quarter of 2004 was
$170.4 million (as compared with $151.3 million during the first quarter of
2003). In the Press Release, the Company also provides that "net income per
common share" during the first quarter of 2004 was $2.38 (as compared with $2.14
per common share during the first quarter of 2003). 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 it
presents the Company's results of operations without the variability arising
from fluctuations in the Company's investment portfolio, which is not considered
by the Company's management to be a relevant indicator of business operations.
The Company has also included in the Press Release "managed catastrophe
premium" of $441.4 million in the first quarter of 2004 (as compared with $464.7
million in the first quarter of 2003), which is a non-GAAP financial measure.
The principal difference between "managed catastrophe premium" and "total
catastrophe premium," which the Company believes is the most directly comparable
GAAP measure, is the inclusion in "manual catastrophe premium" of catastrophe
premium written by Top Layer Reinsurance Ltd., a joint venture which is
accounted for under the equity method of accounting. In the Press Release, the
Company provides that "total catastrophe premium" was $402.3 million in the
first quarter of 2004 (as compared with $415.5 million during the first quarter
of 2003).
The Company has also included in the Press Release "summary of income
from joint venture relationships" of $33.7 million in the first quarter of 2004
(as compared with $36.1 million in the first quarter of 2003), which is a
non-GAAP financial measure. The principal differences between "summary of income
from joint venture relationships" and "other income and equity in earnings of
unconsolidated ventures," 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 "summary of income from joint venture
relationships" as if reported under the equity accounting method, and that this
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 and equity in earnings of unconsolidated
ventures" was $7.6 million in the first quarter of 2004 (as compared with $5.5
million during the first quarter of 2003).
The Company has also included in the Press Release "operating return on
average common equity (annualized)" of 25.5% for the first quarter of 2004 (as
compared with 33.3% for the first quarter of 2003), which is a non-GAAP
financial measure.
3
The principal difference between "operating return on average common equity
(annualized)" and "return on average common equity (annualized)," which the
Company believes is the most directly comparable GAAP measure, is that
"operating return on average common equity (annualized)" excludes net realized
gains and losses on investments. In the Press Release, the Company provides that
"return on average common equity (annualized)" was 31.5% in the first quarter of
2004 (as compared with 38.7% for the first quarter of 2003).
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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: May 4, 2004 By: /s/ John M. Lummis
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Name: John M. Lummis
Title: Executive Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1* Copy of the Company's press release, issued May 4, 2004.
* Exhibit 99.1 is being furnished to the 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.