Back to GetFilings.com



Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2003

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from       to         

Commission file number:          0-27662

IPC Holdings, Ltd.

(Exact name of registrant as specified in its charter)
     
Bermuda   Not Applicable

 
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

American International Building, 29 Richmond Road, Pembroke, HM 08, Bermuda


(Address of principal executive offices)

(441) 298-5100


(Registrant’s telephone number,
including area code)

     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 such filing requirements for the past 90 days. Yes  þ  No   o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes  þ  No   o

The number of outstanding common shares par value U.S. $0.01 per share of IPC Holdings, Ltd., as of April 29, 2003, was 48,179,805.

Exhibit Index Located on page 17




TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
RESULTS OF OPERATIONS, QUARTERS ENDED MARCH 31, 2003 AND 2002
LIQUIDITY AND CAPITAL RESOURCES
Item 3. Quantitative and Qualitative Disclosure about Market Risk
Item 4. Controls and Procedures
PART II-OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
CERTIFICATIONS
EXHIBIT INDEX
EX-10.1: AMENDED UNDERWRITING AGENCY AGREEMENTS
EX-11.1: BASIC & DILUTED NET INCOME PER SHARE


Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

IPC HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of United States dollars, except for per share amounts)

                   
      As of   As of
      March 31, 2003   December 31, 2002
     
 
      (unaudited)   (audited)
ASSETS:
               
Fixed maturity investments:
               
 
Available for sale, at fair value (amortized cost 2003 $1,184,129; 2002 $1,113,432)
  $ 1,229,039     $ 1,153,609  
Equity investments, available for sale at fair value (cost 2003 $216,987; 2002: $216,815)
    210,190       216,897  
Cash and cash equivalents
    19,490       16,656  
Reinsurance premiums receivable
    137,390       50,328  
Deferred premiums ceded
    7,471       819  
Loss and loss adjustment expenses recoverable
    2,918       405  
Accrued investment income
    25,539       24,163  
Deferred acquisition costs
    17,155       6,095  
Prepaid expenses and other assets
    7,576       5,003  
 
 
   
     
 
TOTAL ASSETS
  $ 1,656,768     $ 1,473,975  
 
   
     
 
LIABILITIES:
               
Reserve for losses and loss adjustment expenses
  $ 118,171     $ 119,355  
Unearned premiums
    166,127       51,902  
Reinsurance premiums payable
    9,363       1,555  
Deferred fees and commissions
    2,653       127  
Accounts payable and accrued liabilities
    11,217       9,553  
 
   
     
 
 
    307,531       182,492  
 
   
     
 
SHAREHOLDERS’ EQUITY:
               
Share capital (Common shares outstanding, par value U.S. $0.01: 2003 48,179,805; 2002: 48,179,805 shares)
    482       482  
Additional paid-in capital
    846,478       846,397  
Retained earnings
    464,164       404,345  
Accumulated other comprehensive income
    38,113       40,259  
 
   
     
 
 
    1,349,237       1,291,483  
 
 
   
     
 
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
  $ 1,656,768     $ 1,473,975  
 
   
     
 

The accompanying notes are an integral part of these consolidated financial statements

2


Table of Contents

IPC HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

(Expressed in thousands of United States dollars, except for per share amounts)

                 
    Three months ended March 31,
   
    2003   2002
   
 
    (unaudited)   (unaudited)
REVENUES:
               
Gross premiums written
  $ 191,852     $ 147,048  
Change in unearned premiums
    (114,225 )     (98,834 )
 
   
     
 
Premiums earned
    77,627       48,214  
 
   
     
 
Reinsurance premiums ceded
    (9,979 )     (3,040 )
Change in deferred premiums ceded
    6,652       1,237  
 
   
     
 
Premiums ceded
    (3,327 )     (1,803 )
 
   
     
 
Net premiums earned
    74,300       46,411  
Net investment income
    11,525       11,882  
Other income
    666       1,407  
Net realized gains (losses) on investments
    3,726       (767 )
 
   
     
 
 
    90,217       58,933  
 
   
     
 
EXPENSES:
               
Losses and loss adjustment expenses, net
    11,156       7,607  
Acquisition costs, net
    7,723       5,044  
General and administrative expenses
    4,365       2,857  
Exchange (gain)
    (555 )     (82 )
 
   
     
 
 
    22,689       15,426  
 
   
     
 
NET INCOME
  $ 67,528     $ 43,507  
 
   
     
 
Basic net income per common share
  $ 1.40     $ 0.90  
Diluted net income per common share
  $ 1.40     $ 0.90  
Weighted average number of common shares – basic
    48,179,805       48,172,776  
Weighted average number of common shares – diluted
    48,259,651       48,265,701  

The accompanying notes are an integral part of these consolidated financial statements

3


Table of Contents

IPC HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


(Expressed in thousands of United States dollars)

                   
      Three Months ended March 31,
     
      2003   2002
     
 
      (unaudited)   (unaudited)
NET INCOME
  $ 67,528     $ 43,507  
 
   
     
 
Other comprehensive (loss) income:
               
 
Net holding gains (losses) on investments during period
    1,580       (15,255 )
 
Reclassification adjustment for (gains) losses included in net income
    (3,726 )     767  
 
   
     
 
 
    (2,146 )     (14,488 )
 
   
     
 
COMPREHENSIVE INCOME
  $ 65,382     $ 29,019  
 
   
     
 

The accompanying notes are an integral part of these consolidated financial statements

4


Table of Contents

IPC HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of United States dollars)

                     
        Three months ended March 31,
       
        2003   2002
       
 
        (unaudited)   (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
               
Net income
  $ 67,528     $ 43,507  
Adjustments to reconcile net income to cash provided by operating activities:
               
 
Amortization of fixed maturity premiums (discount), net
    3,354       1,703  
 
Net realized (gains) losses on investments
    (3,726 )     767  
 
Stock option compensation
    81       0  
 
Changes in:
               
   
Reinsurance premiums receivable
    (87,062 )     (68,071 )
   
Deferred premiums ceded
    (6,652 )     (1,237 )
   
Loss and loss adjustment expenses recoverable
    (2,513 )     121  
   
Accrued investment income
    (1,376 )     (1,409 )
   
Deferred acquisition costs
    (11,060 )     (10,611 )
   
Prepaid expenses and other assets
    (2,573 )     (2,657 )
   
Reserve for losses and loss adjustment expenses
    (1,184 )     (21,937 )
   
Unearned premiums
    114,225       98,834  
   
Reinsurance premiums payable
    7,808       1,498  
   
Deferred fees and commissions
    2,526       (17 )
   
Accounts payable and accrued liabilities
    1,664       2,161  
 
   
     
 
Cash provided by operating activities
    81,040       42,652  
 
   
     
 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Purchases of fixed maturity investments
    (300,366 )     (414,493 )
Proceeds from sale of fixed maturity investments
    194,145       138,405  
Proceeds from maturities of fixed maturity investments
    35,896       0  
Purchases of equity investments
    (172 )     (54,359 )
Proceeds from sale of equity investments
    0       227  
 
   
     
 
Cash used in investing activities
    (70,497 )     (330,220 )
 
   
     
 
CASH FLOWS FROM FINANCING ACTIVITES:
               
Cash dividends paid to shareholders
    (7,709 )     0  
 
   
     
 
Cash used by financing activities
    (7,709 )     0  
 
   
     
 
Net increase (decrease) in cash and cash equivalents
    2,834       (287,568 )
Cash and cash equivalents, beginning of period
    16,656       315,207  
 
   
     
 
Cash and cash equivalents, end of period
  $ 19,490     $ 27,639  
 
   
     
 

The accompanying notes are an integral part of these consolidated financial statements

5


Table of Contents

IPC HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of United States dollars, except for per share amounts)
(unaudited)

1. GENERAL:

  The consolidated interim financial statements presented herein have been prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of IPC Holdings, Ltd. (the “Company”), and its wholly owned subsidiaries, IPCRe Limited (“IPCRe”) and IPCRe Underwriting Services Limited (“IPCUSL” and, together with the Company and IPCRe, “IPC”) and IPCRe Europe Limited, which is a wholly-owned subsidiary of IPCRe. In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the results of operations for the three month periods ended March 31, 2003 and 2002, respectively, the balance sheet as of March 31, 2003 and the cash flows for the three month periods ended March 31, 2003 and 2002, respectively. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2002, incorporated by reference in our report on Form 10-K. The results of operations for any interim period are not necessarily indicative of results for the full year.

2. DIVIDENDS:

  On March 5, 2003 we paid a dividend of $0.16 per share to shareholders of record on February 19, 2003.
 
  On April 22, 2003 we declared a dividend of $0.16 per share, payable on June 26th, 2003 to shareholders of record on June 10, 2003.

3. ACCOUNTING FOR STOCK-BASED COMPENSATION AND DISCLOSURE:

  On December 31, 2002, the Financial Accounting Standards Board (“FASB”) issued Statement No. 148, “Accounting for Stock-Based Compensation and Disclosure” (“SFAS 148”), which is effective for fiscal years ending after December 31, 2002. SFAS 148 amends SFAS 123, to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, SFAS 148 amends disclosure requirements of SFAS 123 to require prominent disclosure about the method of accounting for stock based employee compensation and the effect of the method used to report results. SFAS 148 permits two additional transition methods for entities that adopt the preferable fair value method of accounting for stock-based employee compensation. In addition, the original prospective method of transition for changes to the fair value method under SFAS 123 will no longer be permitted in fiscal periods beginning after December 15, 2003. Management has adopted the fair value method of accounting for stock-based employee compensation on a prospective basis for all awards granted, modified or settled after January 1, 2003. The amount of the charge recorded in the three months ended March 31, 2003 was $81.

6


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

  Critical Accounting Policies
 
  The following is a summary of the accounting policies for the three main components of our balance sheet and statement of income: premiums, losses (claims) including reserves and investments/investment income.
 
  Premiums
 
  Premiums are recorded as written at the beginning of each policy, based upon information received from ceding companies and their brokers, and are earned over the policy period. For excess of loss contracts, the amount of premium is contractually documented at inception, and no management judgement is necessary in accounting for this. Premiums are earned on a pro rata basis over the policy period. For proportional treaties, the amount of premium is normally estimated at inception by the ceding company. We account for such premium using the initial estimates, which are reviewed regularly with respect to the actual premium reported by the ceding company. For the quarter ended March 31, 2003 the net amount of premium written resulting from estimate accruals was approximately 6% of total premiums written. We also accrue for reinstatement premiums (premiums paid to reinstate reinsurance coverage following a claim). Such accruals are based upon actual contractual terms applied to the amount of loss reserves expected to be paid, and the only element of management judgement involved is with respect to the amount of loss reserves, as described below. The amount accrued at March 31, 2003 for reinstatement premiums on Reported But Not Enough losses (“RBNE”) and Incurred But Not Reported (“IBNR”) loss reserves was $2.2 million, the majority of which related to claims from the terrorist attack on the World Trade Center.
 
  Loss Reserves
 
  Under accounting principles generally accepted in the United States of America, we are not permitted to establish loss reserves until the occurrence of an event which may give rise to a claim. As a result, only loss reserves applicable to losses incurred up to the reporting date may be established, with no allowance for the provision of a contingency reserve to account for expected future losses. Claims arising from future catastrophic events can be expected to require the establishment of substantial reserves from time to time.
 
  Estimating appropriate loss reserves for catastrophes is an inherently uncertain process. Loss reserves represent our estimates, at a given point in time, of ultimate settlement and administration costs of losses incurred (including IBNR losses). We regularly review and update these estimates, using the most current information available to us. Consequently, the ultimate liability for a catastrophic loss is likely to differ from the original estimate. Whenever we determine that any existing loss reserves are inadequate, we are required to increase the loss reserves with a corresponding reduction, which could be material, in our operating results in the period in which the deficiency is identified. The establishment of new reserves, or the adjustment of reserves for reported claims, could result in significant upward or downward changes to our financial condition or results of operations in any particular period.
 
  The reserve for losses and loss adjustment expenses is based upon reports from industry sources, individual case estimates received from ceding companies, output from commercially available catastrophe loss models and management’s estimates. When a catastrophic event occurs, we first determine which treaties may be affected using our geographic database of exposures. We then contact the respective brokers and ceding companies involved with those treaties, to determine their estimate of involvement and the extent to which the reinsurance program is affected. We may also use computer modeling to measure and estimate loss exposure under the actual event scenario, if available. Since 1993, we have contracted Applied Insurance Research, Inc. for the use of their proprietary models -currently CATRADER ® - as part of our modeling approach. These computer-based loss modeling systems utilize A.M. Best’s data and direct exposure information obtained from our clients. Once an event occurs, we establish a specific reserve for that event, based upon estimates of total losses incurred by the ceding insurers as a result of the event and a specific estimate of the portion of such loss we have reinsured. Management’s estimates are used mostly for IBNR or RBNE loss amounts. For certain catastrophic events there is considerable uncertainty underlying the assumptions and associated estimated reserves for losses and loss adjustment expenses. Reserves are reviewed regularly and, as experience develops and additional information becomes known, the reserves are adjusted as necessary. Such adjustments, if necessary, are reflected in results of operations in the period in which they become known. For excess of loss business, which is generally over 90% of the premium we write, we are aided by the fact that each treaty has a defined limit of liability arising from one event. Once that limit has been reached, we have no further exposure to additional losses from that treaty for the same event. For proportional treaties, we generally use an initial estimated loss and loss expense ratio (the ratio of losses and loss adjustment expenses incurred to premiums earned), based upon information provided by the ceding company and our historical experience of that treaty, if any. The estimate is adjusted as actual experience becomes known.
 
  At March 31, 2003 management’s estimates for IBNR/RBNE represented approximately 34.5% of total loss reserves. The majority of the estimate related to reserves for claims from the attack on the World Trade Center, the floods which

7


Table of Contents

  affected central and eastern Europe in August 2002, Tropical Storm Allison which affected parts of Texas in June 2001 and reserves for proportional treaties. In accordance with IPCRe’s registration under the Bermuda Insurance Act 1978 and Related Regulations (the “Insurance Act”), the loss reserves are certified annually by an independent loss reserve specialist.

  Investments

  In accordance with our investment guidelines, our investments consist of certain marketable equity securities and high-grade marketable fixed income securities. Investments are carried at fair value as determined by the most recently traded price of each security at the balance sheet date. In accordance with SFAS 115, unrealized gains and losses are included within Accumulated Other Comprehensive Income as a separate component of Shareholders’ Equity. Realized gains and losses on sales of investments are determined on a first-in, first-out basis. Investment income is recorded when earned and includes the amortization of premiums and discounts on investments.
 
  We regularly monitor the difference between the cost and fair value of our investments, which involves uncertainty as to whether declines in value are temporary in nature. If we believe a decline in value of a particular investment is temporary, we record the decline as an unrealized loss as a separate component of our shareholders’ equity. If we believe the decline is other-than-temporary, we write down the cost basis of the investment to the market price as of the reporting date and record a realized loss in our statement of income. The determination that a security has incurred an other-than-temporary decline in value requires the judgement of IPC’s management, which includes the views of our investment managers and a regular review of our investments. Our assessment of a decline in value includes our current judgement as to the financial position and future prospects of the entity that issued the security. If that judgement changes in the future we may ultimately record a realized loss, after having originally concluded that the decline in value was temporary.
 
  Generally, we review all securities that are trading at a significant discount to par, amortized cost (if lower) or cost for an extended period of time. We generally focus our attention on all securities whose market value is less than 75% of their cost. The specific factors we consider in evaluating potential impairment include the following:

    The extent of decline in value
 
    The length of time the security is below cost
 
    The future prospects of the issuer, or in the case of mutual funds, the future prospects of the fund
 
    Whether the decline appears to be related to general market or industry conditions, or is issuer-specific
 
    Our intent and ability to hold the security
 
    Other qualitative and quantitative factors

  At March 31, 2003 our equity investments comprised three mutual funds: a U.S. equity fund, a global equity growth fund and a fund with attributes similar to those of the S & P 500 Index. None of the funds have a significant concentration in any business sector; accordingly, the value of our equity funds is principally influenced by macro economic factors rather than issuer-specific factors. Our investment in mutual funds is subject to the same analyses as described above for the determination of other-than-temporary declines in value. Since there is a portfolio of securities within a mutual fund, the qualitative issues are usually broader than those for individual securities and therefore the assessment of impairment is inherently more difficult and requires more management judgement.
 
  At March 31, 2003 we determined that there was no other-than-temporary impairment of securities. At March 31, 2003 we did not hold any securities that are not investment grade, not rated or not traded on a recognized exchange.

  RESULTS OF OPERATIONS, QUARTERS ENDED MARCH 31, 2003 AND 2002
 
  The following is a discussion of the results of operations and financial position of IPC Holdings, Ltd. References to “we”, “our” or “IPC” mean IPC Holdings together with its wholly-owned subsidiaries, IPCRe and IPCUSL. This discussion should be read in conjunction with our Consolidated Financial Statements and related notes for the three months ended March 31, 2003.
 
  Our net income for the quarter ended March 31, 2003 was $67.5 million, compared to $43.5 million for the first quarter of 2002, an increase of 55%. Our net operating income, which is net income less net realized gains and losses from investments, for the quarter ended March 31, 2003 was $63.8 million, compared to $44.3 million for the first quarter of 2002, an increase of 44%. This increase is primarily the result of the significant increase in premiums, as discussed below.
 
  In the quarters ended March 31, 2003 and 2002, we wrote premiums of $191.9 million and $147.0 million, respectively, an increase of 30%. Written premiums in the quarter were higher primarily because we wrote additional business for our existing clients, as well as new business. Premiums were also higher because of increases in premium rates, which were generally in the range of 5% to 10% for loss-free contracts, and greater increases for loss-impacted contracts affected by the summer flood losses in Eastern and Central Europe and fires in Canada. The additional premium from existing clients

8


Table of Contents

  resulting from additional business written, rate increases and foreign exchange rate differences amounted to approximately $24.0 million. Premiums from new business amounted to $21.2 million. These increases were partly offset by business which was not renewed because of unsatisfactory terms and conditions, which totaled approximately $8.1 million. Adjustment premiums, which are adjustments generally arising from differences between cedents’ actual premium income and the original estimates thereof, were $4.1 million higher in the first quarter of 2003 compared to the first quarter of 2002. Reinstatement premiums were $3.6 million higher in the first quarter of 2003 in comparison to the corresponding quarter in 2002, primarily because of adjustments (as described above) being applied to reinstatement premiums. We retroceded premiums of $10.0 million in the first quarter of 2003, compared to $3.0 million ceded in the first quarter of 2002. The increase reflects increased cessions to our Property Catastrophe Aggregate Excess of Loss facility, as well as the increase in retrocedents’ participation for our proportional reinsurance facility, which has increased from 37% in 2002 to 60% in 2003. Net premiums earned in the three months ended March 31, 2003 were $74.3 million, compared to $46.4 million in the same period in 2002, an increase of 60%. Earned premiums were higher due to the increase in written premiums over the past twelve months, as well as the fact that reinstatement premiums and adjustment premiums are fully earned when written.
 
  Net investment income was $11.5 million in the quarter ended March 31, 2003, compared to $11.9 million for the quarter ended March 31, 2002. The overall yield of the fixed income portfolio was less for the quarter ended March 31, 2003 than for the corresponding quarter in 2002, due to lower interest rates and their impact on the reinvestment of maturing fixed income securities. This negative factor was offset in part by the increase in the average balance of invested assets in the first quarter of 2003, which was 14% higher than the first quarter of 2002, because of positive operating cash flow in the period.
 
  There was a net realized gain from investments in the quarter ended March 31, 2003 of $3.7 million, compared to a net realized loss of $(0.8) million in the first quarter of 2002. Generally, net realized gains and losses fluctuate from period to period, depending on the individual securities sold, as recommended by IPCRe’s investment advisor. The loss for the first quarter 2002 included a write-down of $1.3 million in the cost basis of certain stocks where management had determined there had been a decline in value which was other than temporary.
 
  In the three months ended March 31, 2003, we incurred losses of $11.2 million, compared to $7.6 million in the first quarter of 2002. Losses in the quarter ended March 31, 2003 included approximately $5.9 million in respect of an increase in the ultimate expected losses for Tropical Storm Allison which took place in June, 2001. This was the result of a recent unfavourable court ruling, regarding an insurance policy coverage dispute between a cedant and the original insured under the policy, for which first notice of loss was provided to us on March 28, 2003. We also established a $3.0 million net reserve ($5.5 million gross) for claims arising from bush-fires which occurred in Australia in January of this year. Our loss and loss expense ratio (the ratio of losses and loss adjustment expenses to premiums earned) was 15.0% in the first quarter of 2003, compared to 16.4% in the first quarter of 2002.
 
  Acquisition costs incurred, which consist primarily of commissions and brokerage fees paid to intermediaries for the production of business, were $7.7 million for the quarter ended March 31, 2003, compared to $5.0 million in the corresponding period of 2002, an increase of 54%. Acquisition costs have increased primarily because of the increase in earned premiums. General and administrative expenses were $4.4 million in the quarter ended March 31, 2003, compared to the $2.9 million incurred in the first quarter of 2002. This increase is due primarily to an increase in administrative fees which are based on earned premiums, as well as some increases for certain operating expenses, including salaries and benefits, which include the impact of expensing stock options granted to certain officers in January 2003, the increased cost of Directors and Officers liability insurance and increased fees for auditors and lawyers because of increased corporate governance requirements under the Sarbanes-Oxley Act of 2002. IPC’s expense ratio (the ratio of acquisition costs plus general and administrative expenses to premiums earned) was 16.3% for the quarter ended March 31, 2003 compared to 17.0% for the quarter ended March 31, 2002.
 
  The following table summarizes the loss and loss expense ratio, expense ratio and combined ratio (sum of loss and loss expense ratio, plus expense ratio) for the quarters ended March 31, 2003 and 2002, respectively:

                 
    Quarter ended March 31,
   
    2003   2002
   
 
Loss & loss expense ratio
    15.0 %     16.4 %
Expense ratio
    16.3 %     17.0 %
Combined ratio
    31.3 %     33.4 %

  Diluted book value per share (shareholders’ equity divided by the number of shares outstanding and equivalents thereof) at March 31, 2003 was $27.96, compared to $26.75 at December 31, 2002.

  LIQUIDITY AND CAPITAL RESOURCES
 
  IPC Holdings is a holding company that conducts no reinsurance operations of its own. Its cash flows are limited to distributions from IPCRe and IPCUSL by way of loans or dividends. The dividends that IPCRe may pay are limited

9


Table of Contents

  under Bermuda legislation and IPCRe’s revolving credit facility. The Bermuda Insurance Act of 1978, and subsequent amendments thereto, require IPCRe to maintain a minimum solvency margin and a minimum liquidity ratio. The maximum dividend payable by IPCRe in accordance with Bermuda regulations as of March 31, 2003 was approximately $331 million. The maximum amount IPCRe could have paid in the first quarter under the terms of the credit facility was $156.5 million.
 
  IPCRe’s sources of funds consist of premiums written, investment income, paid losses recovered from retrocedants and proceeds from sales and redemptions of investments. Cash is used primarily to pay losses and loss adjustment expenses, premiums retroceded, brokerage commissions, excise taxes, general and administrative expenses and dividends. The potential for a large catastrophe means that unpredictable and substantial payments may need to be made within relatively short periods of time, and therefore our cash flows fluctuate significantly from period to period.
 
  Net cash flows from operating activities in the quarter ended March 31, 2003 were $81.0 million compared to $42.7 million in the first quarter of 2002. The increase is primarily the result of the significant increase in premium volume, combined with a reduction in claims paid during the period, which were $15.6 million in the quarter ended March 31, 2003, compared to $28.6 million in the first quarter of 2002. A significant proportion of the claims paid in 2003 relate to the attack on the World Trade Center. We expect to continue to pay significant amounts in respect of that event during the next six to nine months.
 
  Net cash outflows from investing activities in the three months ended March 31, 2003 were $70.5 million. Cash and cash equivalents increased by $2.8 million in the three months ended March 31, 2003, resulting in a balance of $19.5 million at March 31, 2003. At March 31, 2003, 41.8% of IPC’s fixed maturity investment portfolio (based on fair value) was held in cash, United States Government/Agency issues and in securities rated AAA, and 34.7% was held in securities rated AA. The average modified duration of IPC’s fixed maturity portfolio was 2.5 years. We believe that IPCRe’s $150 million revolving credit facility which expires in June 2003, and the relatively short duration and high quality of IPC’s investment portfolio, will provide sufficient liquidity to meet IPC’s cash demands.
 
  IPCRe is not a licensed insurer in the United States and therefore, under the terms of most of its contracts with U.S.-based companies, must provide security to reinsureds to cover unpaid liabilities in a form acceptable to state insurance commissioners. Typically, this type of security takes the form of a letter of credit issued by an acceptable bank, the establishment of a trust, or a cash advance. Currently IPCRe obtains letters of credit through one commercial bank pursuant to a $100.0 million facility. In turn, IPCRe provides the bank security by giving the bank a lien over certain of IPCRe’s investments in an amount not to exceed the aggregate letters of credit outstanding to a maximum of $118.0 million. At March 31, 2003, there were outstanding letters of credit of $63.2 million. If we were unable to obtain the necessary credit, IPCRe could be limited in its ability to write business for our clients in the United States.
 
  Our investment portfolio does not currently include options, warrants, swaps, collars or similar derivative instruments. Our investment policy guidelines provide that financial futures and options and foreign exchange contracts may not be used in a speculative manner, but may be used, subject to certain numerical limits, only as part of a defensive strategy to protect the market value of the portfolio. Also, our portfolio does not contain any investments in real estate or mortgage loans. Neither the Company nor any of its subsidiaries has any other forms of off-balance sheet arrangements, or cash obligations or commitments.
 
  Neither the Company, IPCRe nor IPCUSL have any material commitments for capital expenditures.
 
  Transactions with Non-Independent Parties
 
  The following is a summary of amounts in respect of significant non-independent party transactions during the three month periods ended March 31, 2003 and March 31, 2002, respectively, (expressed in thousands of U.S. dollars):

                 
    March 31, 2003   March 31, 2002
   
 
Administrative services fees (included in General & Admin. expenses)
  $ 1,943     $ 1,214  
Investment fees netted against investment income:
  $ 742     $ 636  
Underwriting services fee income (included in Other income)
  $ 666     $ 1,407  
Premiums written
  $ 29,271     $ 28,584  
Premiums ceded
  $ 476     $ 305  

  Underwriting services fee income is a percentage of the premiums written on behalf of one client, which is related to shareholders of the Company. Fees are accrued and taken into income based on the premiums earned each quarter.

10


Table of Contents

  In addition, IPCRe assumes premiums through brokers related to shareholders of the Company. Generally, such premiums represent less than 5% of total premiums assumed. Brokerage fees incurred on such premiums are generally 10% of the premium.
 
  For a discussion of certain of our contractual relationships with non-independent parties, please see “Certain Relationships and Related Transactions” in our definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 28, 2003 and incorporated by reference into our Form 10-K for the year ended December 31, 2002.
 
  All transactions with related parties are conducted at arm’s length, with normal terms and conditions applicable. Neither the Company nor any of its subsidiaries have entered into any other significant transactions with non-independent parties.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

  The investment portfolio of IPCRe is exposed to market risk. Market risk is the risk of loss of fair value resulting from adverse fluctuations in interest rates, foreign currency exchange rates and equity prices.
 
  Measuring potential losses in fair values has become the focus of risk management efforts by many companies. Such measurements are performed through the application of various statistical techniques. One such technique is Value at Risk (“VaR”). VaR is a summary statistical measure that uses historical interest and foreign currency exchange rates and equity prices and estimates of the volatility and correlation of each of these rates and prices to calculate the maximum loss that could occur within a given statistical confidence level and time horizon.
 
  We believe that statistical models alone do not provide a reliable method of monitoring and controlling market risk. While VaR models are relatively sophisticated, the quantitative market risk information is limited by the assumptions and parameters established in creating the related models. Therefore, such models are tools and do not substitute for the experience or judgement of senior management.
 
  Our investment managers performed a VaR analysis to estimate the maximum potential loss of fair value for each segment of market risk for our investment portfolio, as of March 31, 2003 and December 31, 2002. The analysis calculated the VaR with respect to the net fair value of our financial instrument assets, which includes cash and cash equivalents, certain equity and high grade fixed maturity securities, as of March 31, 2003 using historical simulation methodology. As of March 31, 2003 the VaR of IPCRe’s investment portfolio was approximately $17.2 million, which represents a 95th percentile value change over a one-month time horizon. This result was obtained through historical simulation using approximately 750 days (3 years) of historical interest rate, foreign exchange rate and equity market data.
 
  The following table presents the VaR of each component of market risk of IPCRe’s investment portfolio as of March 31, 2003 and December 31, 2002, respectively, and the average for the three months ended March 31, 2003 calculated using the beginning and ending points (expressed in thousands of U.S. dollars):

                         
            Average for three
    March 31,   December 31,   months ended
Market Risk   2003   2002   March 31, 2003
   
 
 
Currency
  $ 1,042     $ 1,093     $ 1,067  
Interest Rate
    7,193       7,938       7,565  
Equity
    18,393       18,397       18,395  
 
   
     
     
 
Sum of Risk
    26,628       27,428       27,027  
Diversification Benefit
    (9,434 )     (10,102 )     (9,767 )
 
   
     
     
 
Total Net Risk
  $ 17,194     $ 17,326     $ 17,260  
 
   
     
     
 

  IPCRe’s premiums receivable and liabilities for losses from reinsurance contracts it has written, are also exposed to the risk of changes in value resulting from adverse fluctuations in foreign currency exchange rates. To an extent, the impact on loss reserves of a movement in an exchange rate, will be partly offset by the impact on assets (receivables and cash/investments) denominated in the same currency, or vice versa. As of March 31, 2003 an estimated 36% or $50 million (March 31, 2002 - 30% or $33 million) of reinsurance premiums receivable, and an estimated $30 million (March 31, 2002 - $24 million) of loss reserves, were denominated in non-U.S. currencies. In addition, we held U.S.$3.3 million of Australian dollar cash deposits which are to be used to settle hailstorm claims from 1999. Accordingly, we do not believe that the impact of exchange rate movements in respect of receivables or loss reserves on our overall VaR as of March 31, 2003 to be material.

Item 4. Controls and Procedures

  Within the 90-day period prior to the filing of this report, an evaluation was carried out under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-14(c) under the

11


Table of Contents

  Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective. No significant changes were made in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

Note on Forward-Looking Statements

  This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements other than historical information or statements of current condition, including but not limited to expectations regarding market cycles, renewals and our ability to increase written premium volume and improve profit margins, market conditions, the impact of current market conditions and trends on future periods, the impact of our business strategy on our results, trends in pricing and claims and the insurance and reinsurance market response to catastrophic events. Some forward-looking statements may be identified by our use of terms such as “believes,” “anticipates,” “intends,” or “expects” and relate to our plans and objectives for future operations. In light of the risks and uncertainties inherent in all forward-looking statements, the inclusion of such statements in this report should not be considered as a representation by us or any other person that our objectives or plans will be achieved. We do not intend, and are under no obligation, to update any forward-looking statement contained in this report. The largest single factor in our results has been and will continue to be the severity or frequency of catastrophic events, which is inherently unpredictable. Numerous factors could cause our actual results to differ materially from those in the forward-looking statements, including, but not limited to, the following: (i) the occurrence of natural or man-made catastrophic events with a frequency or severity exceeding our estimates; (ii) any lowering or loss of one of the financial ratings of IPC Holdings’ wholly owned subsidiary, IPCRe Limited (“IPCRe” and together with the Company, IPCRe Europe (as defined herein) and IPCRe Underwriting Services (as defined herein), “we” or “IPC”); (iii) a decrease in the level of demand for property catastrophe reinsurance, or increased competition owing to increased capacity of property catastrophe reinsurers; (iv) the effect of competition on market trends and pricing; (v) the adequacy of our loss reserves; (vi) loss of our non-admitted status in United States jurisdictions or the passage of federal or state legislation subjecting us to supervision or regulation in the United States; (vii) challenges by insurance regulators in the United States to our claim of exemption from insurance regulation under current laws; (viii) a contention by the United States Internal Revenue Service that we are engaged in the conduct of a trade or business within the U.S.; (ix) loss of services of any one of our executive officers; (x) changes in interest rates and/or equity values in the United States of America and elsewhere; or (xi) changes in exchange rates and greater than expected currency exposure.

12


Table of Contents

PART II–OTHER INFORMATION

Item 1.             Legal Proceedings

                NONE

Item 2.             Changes in Securities and Use of Proceeds

                NONE

Item 3.             Defaults upon Senior Securities

                NONE

Item 4.             Submission of Matters to a Vote of Security Holders

                NONE

Item 5.             Other Information

                NONE

Item 6.             Exhibits and Reports on Form 8-K

     
    (a) Exhibits
     
    Unless otherwise indicated, exhibits are incorporated by reference to the corresponding numbered exhibits to the Company’s Registration Statement on Form S-1 (Registration No. 333-00088).
         
Exhibit    
Number  
Description

 
  3.1     Memorandum of Association of the Company
         
  3.2 +   Amended and Restated Bye-laws of the Company
         
  3.3     Form of Memorandum of Increase of Share Capital
         
  10.1 o   Amendments to underwriting agency agreements between Allied World Assurance Company Ltd and IPCUSL
  11.1 o   Reconciliation of basic and diluted net income per common share (“EPS”).
         
    o    Filed herewith
         
    +    Incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-3 (No. 333-73828).
         
  (b) Reports on Form 8-K
         
  None

13


Table of Contents

IPC HOLDINGS, 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.

         
        IPC Holdings, Ltd.
(Registrant)
         
         
Date   April 29th, 2003   /s/ James P. Bryce
       
        James P. Bryce
President and Chief Executive Officer
         
Date   April 29th, 2003   /s/ John R. Weale
       
        John R. Weale
Senior Vice President and Chief Financial Officer

14


Table of Contents

CERTIFICATIONS

I, James P. Bryce, certify that:

1. I have reviewed this quarterly report on Form 10-Q of IPC Holdings, Ltd.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: April 29, 2003

       
    /s/ James P. Bryce  
   
 
    James P. Bryce       
    Chief Executive Officer  

15


Table of Contents

I, John R. Weale, certify that:

1. I have reviewed this quarterly report on Form 10-Q of IPC Holdings, Ltd.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: April 29, 2003

     
  /s/ John R. Weale  
 
 
  John R. Weale       
  Chief Financial Officer  

16


Table of Contents

EXHIBIT INDEX

Unless otherwise indicated, exhibits are incorporated by reference to the corresponding numbered exhibits to the Company’s Registration Statement on Form S-1 (Registration No. 333-00088).

         
Exhibit    
Number   Description

 
  3.1     Memorandum of Association of the Company
         
  3.2 +   Amended and Restated Bye-laws of the Company
         
  3.3     Form of Memorandum of Increase of Share Capital
         
  10.1 o   Amendments to underwriting agency agreements between Allied World Assurance Company Ltd and IPCUSL.
         
  11.1 o   Reconciliation of basic and diluted net income per common share (“EPS”)
         
    o Filed herewith
         
    + Incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-3 (No. 333-73828).

17