UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 10-Q
Quarterly
report pursuant to Section 13 or 15(d) of the Securities Exchange
Act
of 1934 for the period ended March 31, 2005, or
Transition report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Commission file number 1-31599
ENDURANCE SPECIALTY HOLDINGS LTD.
(Exact Name of Registrant as Specified in Its Charter)
| Bermuda | 98-0392908 | |||||
| (State or
other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |||||
| Wellesley
House
90 Pitts Bay Road Pembroke HM 08, Bermuda (Address of principal executive offices, including postal code) |
||||||
Registrant's Telephone Number, Including Area Code: (441) 278-0400
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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
No ![]()
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes
No ![]()
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
| Description of Class | Shares
Outstanding as of May 9, 2005 |
|||||
| Ordinary Shares — $1.00 par value | 60,585,208 | |||||
INDEX
| Page | ||||||
| Part I. FINANCIAL INFORMATION | ||||||
| Item 1. Unaudited Condensed Consolidated Financial Statements | ||||||
| Condensed Consolidated Balance Sheets at March 31, 2005 and December 31, 2004 | 2 | |||||
| Unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2005 and 2004 | 3 | |||||
| Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity for the Three Months Ended March 31, 2005 and 2004 | 4 | |||||
| Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004 | 5 | |||||
| Notes to the Unaudited Condensed Consolidated Financial Statements | 6 | |||||
| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 13 | |||||
| Item 4. Controls and Procedures | 30 | |||||
| Part II. OTHER INFORMATION | ||||||
| Item 1. Legal Proceedings | 32 | |||||
| Item 2. Changes in Securities | 32 | |||||
| Item 3. Defaults Upon Senior Securities | 32 | |||||
| Item 4. Submission of Matters to a Vote of Security Holders | 33 | |||||
| Item 5. Other Information | 33 | |||||
| Item 6. Exhibits | 33 | |||||
| SIGNATURES | 34 | |||||
1
ENDURANCE
SPECIALTY HOLDINGS LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of United States dollars except share
amounts)
| MARCH
31, 2005 |
DECEMBER
31, 2004 |
|||||||||
| (UNAUDITED) | ||||||||||
| ASSETS | ||||||||||
| Cash and cash equivalents | $ | 273,785 | $ | 271,143 | ||||||
| Fixed maturity investments available for sale, at fair value (amortized cost: $3,704,988 and $3,570,487 at March 31, 2005 and December 31, 2004, respectively) | 3,673,191 | 3,578,174 | ||||||||
| Investment in other ventures, under equity method | 108,536 | 91,036 | ||||||||
| Premiums receivable, net (includes $37,283 and $9,439 from related parties at March 31, 2005 and December 31, 2004, respectively) | 847,327 | 545,352 | ||||||||
| Deferred acquisition costs | 238,182 | 195,419 | ||||||||
| Securities lending collateral | 404,673 | 407,527 | ||||||||
| Prepaid reinsurance premiums | 5,990 | 5,248 | ||||||||
| Losses recoverable | 12,434 | 12,203 | ||||||||
| Accrued investment income | 32,166 | 28,378 | ||||||||
| Intangible assets | 42,364 | 47,107 | ||||||||
| Other assets | 56,440 | 44,251 | ||||||||
| Total assets | $ | 5,695,088 | $ | 5,225,838 | ||||||
| LIABILITIES | ||||||||||
| Reserve for losses and loss expenses | $ | 1,706,957 | $ | 1,549,661 | ||||||
| Reserve for unearned premiums | 1,157,973 | 897,605 | ||||||||
| Deposit liabilities | 56,108 | — | ||||||||
| Reinsurance balances payable | 67,319 | 70,507 | ||||||||
| Securities lending payable | 404,673 | 407,527 | ||||||||
| Debt | 391,286 | 391,280 | ||||||||
| Other liabilities | 28,132 | 46,803 | ||||||||
| Total liabilities | 3,812,448 | 3,363,383 | ||||||||
| SHAREHOLDERS' EQUITY | ||||||||||
| Common shares | ||||||||||
| Ordinary − 60,578,708 issued and outstanding (2004 − 61,254,992) | 60,579 | 61,255 | ||||||||
| Additional paid-in capital | 1,091,722 | 1,111,633 | ||||||||
| Accumulated other comprehensive (loss) income | (662 | ) | 39,473 | |||||||
| Retained earnings | 731,001 | 650,094 | ||||||||
| Total shareholders' equity | 1,882,640 | 1,862,455 | ||||||||
| Total liabilities and shareholders' equity | $ | 5,695,088 | $ | 5,225,838 | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
2
ENDURANCE SPECIALTY HOLDINGS LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND
COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND
2004
(In thousands of United States dollars, except share and
per share
amounts)
| 2005 | 2004 | |||||||||
| Revenues | ||||||||||
| Gross premiums written | $ | 702,491 | $ | 720,631 | ||||||
| Net premiums written | 699,178 | 717,007 | ||||||||
| Change in unearned premiums | (261,580 | ) | (301,181 | ) | ||||||
| Net premiums earned (includes $1,916 and $496 million from related parties in three months ended March 31, 2005 and 2004, respectively) | 437,598 | 415,826 | ||||||||
| Net investment income | 40,011 | 24,675 | ||||||||
| Net realized (losses) gains on sales of investments | (4,453 | ) | 5,176 | |||||||
| Other underwriting income | 171 | — | ||||||||
| Total revenues | 473,327 | 445,677 | ||||||||
| Expenses | ||||||||||
| Losses and loss expenses (includes $2,251 and $241 from related parties in three months ended March 31, 2005 and 2004, respectively) | 251,059 | 222,009 | ||||||||
| Acquisition expenses (includes $517 and $123 from related parties in three months ended March 31, 2005 and 2004, respectively) | 86,775 | 85,518 | ||||||||
| General and administrative expenses | 33,546 | 31,767 | ||||||||
| Amortization of intangibles | 1,220 | 944 | ||||||||
| Net foreign exchange losses | 2,421 | 3,159 | ||||||||
| Interest expense | 5,471 | 828 | ||||||||
| Total expenses | 380,492 | 344,225 | ||||||||
| Income before income taxes | 92,835 | 101,452 | ||||||||
| Income tax benefit (expense) | ||||||||||