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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, 2004

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
incorporation or organization)
  (I.R.S. Employer
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.  [X] No [   ]

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

The number of outstanding common shares par value U.S. $0.01 per share of IPC Holdings, Ltd., as of April 28, 2004, was 48,259,145.

 


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF INCOME
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
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
EXHIBIT INDEX
AMENDED SCHEDULE I
AMENDED AND RESTATED UNDERWRITING AGENCY AGREEMENT
RECONCILIATION OF BASIC AND DILUTED NET INCOME
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
CERTIFICATION OF CHIEF FINANCIAL OFFICER
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
CERTIFICATION OF CHIEF FINANCIAL OFFICER


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, 2004
  December 31, 2003
    (unaudited)        
ASSETS:
               
Fixed maturity investments:
               
Available for sale, at fair value (amortized cost 2004 $1,319,519; 2003 $1,240,188)
  $ 1,347,352     $ 1,260,467  
Equity investments, available for sale at fair value (cost 2004 $323,373; 2003: $248,179)
    401,481       319,007  
Cash and cash equivalents
    20,466       91,949  
Reinsurance premiums receivable
    154,947       61,194  
Deferred premiums ceded
    7,813       1,317  
Loss and loss adjustment expenses recoverable
    1,758       1,810  
Accrued investment income
    20,394       19,821  
Deferred acquisition costs
    20,046       8,035  
Prepaid expenses and other assets
    9,362       5,858  
 
   
 
     
 
 
TOTAL ASSETS
  $ 1,983,619     $ 1,769,458  
 
   
 
     
 
 
LIABILITIES:
               
Reserve for losses and loss adjustment expenses
  $ 125,615     $ 123,320  
Unearned premiums
    184,707       61,795  
Reinsurance premiums payable
    10,251       3,877  
Deferred fees and commissions
    3,062       834  
Accounts payable and accrued liabilities
    11,462       10,473  
 
   
 
     
 
 
 
    335,097       200,299  
 
   
 
     
 
 
SHAREHOLDERS’ EQUITY:
               
Share capital (Common shares outstanding, par value $0.01: 2004 48,371,520; 2003: 48,292,970 shares)
    484       483  
Additional paid-in capital
    853,294       850,133  
Deferred stock grant compensation
    (4,107 )     (1,495 )
Retained earnings
    692,910       628,931  
Accumulated other comprehensive income
    105,941       91,107  
 
   
 
     
 
 
 
    1,648,522       1,569,159  
 
   
 
     
 
 
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
  $ 1,983,619     $ 1,769,458  
 
   
 
     
 
 

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

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IPC HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

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

                 
    Quarter ended March 31,
    2004
  2003
    (unaudited)   (unaudited)
REVENUES:
               
Gross premiums written
  $ 210,157     $ 191,852  
Change in unearned premiums
    (122,912 )     (114,225 )
 
   
 
     
 
 
Premiums earned
    87,245       77,627  
 
   
 
     
 
 
Reinsurance premiums ceded
    (10,180 )     (9,979 )
Change in deferred premiums ceded
    6,496       6,652  
 
   
 
     
 
 
Premiums ceded
    (3,684 )     (3,327 )
 
   
 
     
 
 
Net premiums earned
    83,561       74,300  
Net investment income
    11,563       11,525  
Net realized gains on investments
    5,663       3,726  
Other income
    916       666  
 
   
 
     
 
 
 
    101,703       90,217  
 
   
 
     
 
 
EXPENSES:
               
Net losses and loss adjustment expenses
    13,548       11,156  
Net acquisition costs
    9,740       7,723  
General and administrative expenses
    5,080       4,365  
Net exchange gain
    (293 )     (555 )
 
   
 
     
 
 
 
    28,075       22,689  
 
   
 
     
 
 
NET INCOME
  $ 73,628     $ 67,528  
 
   
 
     
 
 
Basic net income per common share
  $ 1.53     $ 1.40  
Diluted net income per common share
  $ 1.52     $ 1.40  
Weighted average number of common shares - basic
    48,249,825       48,179,805  
Weighted average number of common shares - diluted
    48,459,653       48,259,651  

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

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

(Expressed in thousands of United States dollars)

                 
    Quarter ended March 31,
    2004
  2003
    (unaudited)   (unaudited)
NET INCOME
  $ 73,628     $ 67,528  
 
   
 
     
 
 
Other comprehensive income (loss):
               
Net holding gains on investments during period
    20,497       1,580  
Reclassification adjustment for gains included in net income
    (5,663 )     (3,726 )
 
   
 
     
 
 
 
    14,834       (2,146 )
 
   
 
     
 
 
COMPREHENSIVE INCOME
  $ 88,462     $ 65,382  
 
   
 
     
 
 

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

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IPC HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

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

                 
    As of   As of
    March 31, 2004
  December 31, 2003
    (unaudited)        
COMMON SHARES PAR VALUE $0.01:
               
Balance, beginning of year
  $ 483     $ 483  
Additional shares issued
    1       0  
 
   
 
     
 
 
Balance, end of period
  $ 484     $ 483  
 
   
 
     
 
 
ADDITIONAL PAID-IN CAPITAL:
               
Balance, beginning of year
  $ 850,133     $ 846,397  
Shares issued
    0       2,719  
Shares repurchased
    0       (1,321 )
Stock options and grants
    3,161       2,338  
 
   
 
     
 
 
Balance, end of period
  $ 853,294     $ 850,133  
 
   
 
     
 
 
DEFERRED STOCK GRANT COMPENSATION:
               
Balance, beginning of year
  $ (1,495 )   $ 0  
Stock grants awarded
    (2,928 )     (2,011 )
Amortization
    316       516  
 
   
 
     
 
 
Balance, end of period
  $ (4,107 )   $ (1,495 )
 
   
 
     
 
 
RETAINED EARNINGS:
               
Balance, beginning of year
  $ 628,931     $ 404,345  
Net income
    73,628       260,629  
Reduction on share repurchase
    0       (1,334 )
Dividends paid
    (9,649 )     (34,709 )
 
   
 
     
 
 
Balance, end of period
  $ 692,910     $ 628,931  
 
   
 
     
 
 
ACCUMULATED OTHER COMPREHENSIVE INCOME:
               
Balance, beginning of year
  $ 91,107     $ 40,259  
Other comprehensive income
    14,834       50,848  
 
   
 
     
 
 
Balance, end of period
  $ 105,941     $ 91,107  
 
   
 
     
 
 
TOTAL SHAREHOLDERS’ EQUITY
  $ 1,648,522     $ 1,569,159  
 
   
 
     
 
 

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

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

(Expressed in thousands of United States dollars)

                 
    Quarter ended March 31,
    2004
  2003
    (unaudited)   (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
               
Net income
  $ 73,628     $ 67,528  
Adjustments to reconcile net income to cash provided by operating activities:
               
Amortization of fixed maturity premiums (discount), net
    3,539       3,354  
Net realized gains on investments
    (5,663 )     (3,726 )
Stock compensation
    551       81  
Changes in:
               
Reinsurance premiums receivable
    (93,753 )     (87,062 )
Deferred premiums ceded
    (6,496 )     (6,652 )
Loss and loss adjustment expenses recoverable
    52       (2,513 )
Accrued investment income
    (573 )     (1,376 )
Deferred acquisition costs
    (12,011 )     (11,060 )
Prepaid expenses and other assets
    (3,504 )     (2,573 )
Reserve for losses and loss adjustment expenses
    2,295       (1,184 )
Unearned premiums
    122,912       114,225  
Reinsurance premiums payable
    6,374       7,808  
Deferred fees and commissions
    2,228       2,526  
Accounts payable and accrued liabilities
    989       1,664  
 
   
 
     
 
 
Cash provided by operating activities
    90,568       81,040  
 
   
 
     
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Purchases of fixed maturity investments
    (577,619 )     (300,366 )
Proceeds from sale of fixed maturity investments
    500,411       194,145  
Proceeds from maturities of fixed maturity investments
    0       35,896  
Purchases of equity investments
    (75,194 )     (172 )
Proceeds from sale of equity investments
    0       0  
 
   
 
     
 
 
Cash used in investing activities
    (152,402 )     (70,497 )
 
   
 
     
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Cash dividends paid to shareholders
    (9,649 )     (7,709 )
 
   
 
     
 
 
Cash used by financing activities
    (9,649 )     (7,709 )
 
   
 
     
 
 
Net (decrease) increase in cash and cash equivalents
    (71,483 )     2,834  
Cash and cash equivalents, beginning of period
    91,949       16,656  
 
   
 
     
 
 
Cash and cash equivalents, end of period
  $ 20,466     $ 19,490  
 
   
 
     
 
 

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

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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 quarterly periods ended March 31, 2004 and 2003, respectively, the balance sheet as of March 31, 2004 and the cash flows for the quarterly periods ended March 31, 2004 and 2003, respectively. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2003, 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 25, 2004 we paid a dividend of $0.20 per share to shareholders of record on March 9, 2004.

    On April 20, 2004 we declared a dividend of $0.20 per share to be paid on June 24, 2004, to shareholders of record on June 8, 2004.

3.   ACCOUNTING FOR STOCK-BASED COMPENSATION AND DISCLOSURE:

    Management has adopted the fair value method of accounting for stock-based employee compensation as prescribed by Financial Accounting Standards Board (“FASB”) issued Statement No. 123 “Accounting for Stock-Based Compensation” (“SFAS 123”) 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, 2004 was $235.

    On June 13, 2003 the shareholders approved a new stock incentive plan. The plan allows for the issuance of up to one million shares as grants of restricted stock to selected employees to compensate them for their contributions to the long-term growth and profits of the Company. The charge recorded for the quarter ended March 31, 2004 was $316.

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    The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested awards in each period in accordance with SFAS 123.

                 
    Quarter ended March 31,
    2004
  2003
    (unaudited)   (unaudited)
Net income, as reported
  $ 73,628     $ 67,528  
Add: Stock-based employee expense
    551       81  
Deduct: Total stock-based employee expense determined under fair value based method for all awards
    (678 )     (255 )
 
   
 
     
 
 
Pro forma net income
  $ 73,501     $ 67,354  
 
   
 
     
 
 
Earnings per share:
               
Basic — as reported
    1.53       1.40  
Basic — pro forma
    1.52       1.40  
Diluted — as reported
    1.52       1.40  
Diluted — pro forma
    1.52       1.40  

4.   NEW ACCOUNTING PRONOUNCEMENTS:

    In December 2003, the FASB revised the previously issued Interpretation No. 46, “Consolidation of Variable Interest Entities” with Interpretation No. 46 (Revised December 2003), “Consolidation of Variable Interest Entities” (“FIN 46-R”). FIN 46-R requires a variable interest entity to be consolidated by a company if that company is the primary beneficiary, as defined in FIN 46-R. FIN 46-R is effective for the Company as of March 31, 2004. Certain disclosures in relation to the Company’s interests in variable interest entities were provided in the audited consolidated financial statements for the year ended December 31, 2003 in accordance with the transition requirements of FIN 46-R. The adoption of this new accounting pronouncement did not have any material impact on the Company’s financial position or results of operations.

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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 deposit 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 three months ended March 31, 2004 the net amount of premium written resulting from estimate accruals was approximately 4% 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, 2004 for reinstatement premiums on Reported But Not Enough losses (“RBNE”) and Incurred But Not Reported (“IBNR”) loss reserves was $5.6 million.
 
    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 and RBNE 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 and/or their brokers, 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 AIR Worldwide Corporation 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/or their broker and our historical experience of that treaty, if any. The estimate is adjusted as actual experience becomes known.
 
    At March 31, 2004 management’s estimates for IBNR/RBNE represented approximately 50% of total loss reserves. The majority of the estimate relates to reserves for claims from the attack on the World Trade Center, the explosion at an Algerian liquefied natural gas (LNG) facility in January 2004, September 2003 windstorms in various parts of the world,

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    hailstorms and tornado losses in April/May 2003 in the United States and Europe, the floods which 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. If our estimate of IBNR/RBNE at March 31, 2004 was inaccurate by a factor of 10%, our results of operations would be impacted by a positive or negative movement of approximately $6.3 million. If our total reserve for losses at December 31, 2003 was inaccurate by a factor of 10%, our incurred losses would be impacted by approximately $12.6 million, which represents less than 1% of shareholders’ equity.
 
    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. 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, 2004 our equity investments comprised investments in the following: a U.S. equity fund, a global equity growth fund, a fund of hedge funds and a fund with attributes similar to those of the S & P 500 Index. None of the funds have a significant concentration in any one business sector; accordingly, the value of our equity funds is principally influenced by macro economic factors rather than issuer-specific factors. Our equity investments are 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 each 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, 2004 we did not hold any fixed maturity securities that are not investment grade, not rated or not traded on a recognized exchange.

    At March 31, 2004 we determined that there was no other-than-temporary impairment of securities.

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RESULTS OF OPERATIONS, QUARTERS ENDED MARCH 31, 2004 AND 2003

    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, 2004.
 
    Our net income for the quarter ended March 31, 2004 was $73.6 million, compared to $67.5 million for the quarter ended March 31, 2003, an increase of 9%. We have continued to benefit from an increase in written and earned premiums, as well as a tenth consecutive quarter where there has been little in the way of catastrophe losses that have impacted our clients’ catastrophe reinsurance programs, as discussed below.
 
    In the quarter ended March 31, 2004, we wrote premiums of $210.2 million, compared to $191.9 million in the first quarter of 2003, an increase of 10%. Written premiums in the quarter were higher primarily because we wrote new business of $18.7 million. The premium from existing business was approximately $12.1 million more in the first quarter of 2004 compared to the first quarter of 2003, due to larger lines, program re-structuring and foreign exchange rate differences. These additions were offset in part by business which was not renewed because of unsatisfactory terms and conditions, which totaled approximately $11.0 million. Adjustment premiums, which are adjustments generally arising from differences between cedents’ actual premium income and the original estimates thereof, were $4.8 million in the first quarter of 2004 compared to $4.7 million in the first quarter of 2003. Reinstatement premiums were approximately the same in the quarter ended March 31, 2004 as they were in the first quarter of 2003, at $3.3 million. We retroceded premiums of $10.2 million in the first quarter of 2004, a similar amount to the $10.0 million ceded in the first quarter of 2003. Net premiums earned in the quarter ended March 31, 2004 were $83.6 million, compared to $74.3 million in the same period in 2003, an increase of 12%. Net premiums earned were higher due to the increase in written premiums over the past twelve months.
 
    Net investment income was $11.6 million in the quarter ended March 31, 2004, compared to $11.5 million for the first quarter of 2003. The overall yield of the fixed income portfolio was less for the quarter ended March 31, 2004 than for the corresponding quarter in 2003, due to lower interest rates and their adverse impact on the reinvestment of maturing fixed income securities. This negative factor was more than offset by the increase in the average balance of invested assets in the quarter ended March 31, 2004, which was 21% higher than the first quarter of 2003, because of positive operating cash flow in the period.
 
    There was a net realized gain from investments in the quarter ended March 31, 2004 of $5.7 million, compared to $3.7 million in the first quarter of 2003. Generally, net realized gains and losses fluctuate from period to period, depending on the individual securities sold, as recommended by IPCRe’s investment advisor.
 
    In the first quarter of 2004, we incurred net losses and loss adjustment expenses of $13.5 million, compared to $11.2 million in the first quarter of 2003. Losses in the first quarter of 2004 include a $6.0 million reserve for the explosion at an LNG facility in Algeria in January 2004, $3.7 million in reserves for pro-rata treaties and $2.1 million in reserves for two newly reported marine claims from prior periods.
 
    Acquisition costs incurred, which consist primarily of commissions and brokerage fees paid to intermediaries for the production of business, were $9.7 million for the quarter ended March 31, 2004, compared to $7.7 million in the first quarter of 2003, an increase of 26%. Acquisition costs have increased primarily because of the increase in earned premiums, as well as some commission adjustments in respect of additional premiums earned primarily on 2003 contracts. General and administrative expenses were $5.1 million in the quarter ended March 31, 2004, compared to $4.4 million in the first quarter of 2003. This increase is due primarily to increases 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 grants and stock options granted to certain officers, and professional fees resulting from corporate governance requirements under the Sarbanes-Oxley Act of 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 under Bermuda legislation and IPCRe’s revolving credit facility. The Insurance Act 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, 2004 was approximately $405.3 million. The maximum amount IPCRe could have paid in the first quarter under the terms of the revolving credit facility was $645.7 million.

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    IPCRe’s sources of funds consist of premiums written, investment income, paid losses recovered from retrocedents, underwriting agency commissions 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 three months ended March 31, 2004 were $90.6 million compared to $81.0 million in the first quarter of 2003. The increase is primarily the result of the increase in premium volume, combined with a reduction in net claims paid during the period, which were $11.0 million in the three months ended March 31, 2004, compared to $15.6 million in the first quarter of 2003.
 
    Net cash outflows from investing activities in the three months ended March 31, 2004 were $152.4 million. Cash and cash equivalents decreased by $71.5 million in the three months ended March 31, 2004, resulting in a balance of $20.5 million at March 31, 2004. At March 31, 2004, 46% of IPC’s fixed maturity investment portfolio (based on fair value) was held in securities rated AAA, and 28% was held in securities rated AA. The average modified duration of IPC’s fixed maturity portfolio was 2.7 years. We renewed our revolving credit facility on July 1, 2003 in the amount of $200 million, provided by a syndicate of lenders led jointly by Bank One N.A. and Citibank N.A. We believe that this facility, together with 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, 2004, there were outstanding letters of credit of $50.5 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, IPCRe nor IPCUSL have any material commitments for capital expenditures.
 
    Off Balance Sheet Arrangements
 
    Neither the Company nor any of its subsidiaries has any other forms of off-balance sheet arrangements, other than those disclosed above.
 
    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, 2004 and March 31, 2003, respectively (expressed in thousands of U.S. dollars):

                 
    March 31, 2004
  March 31, 2003
Administrative services fees (included in General & Admin. expenses)
  $ 2,181     $ 1,943  
Investment fees netted against investment income:
  $ 723     $ 742  
Underwriting services fee income (included in Other income)
  $ 916     $ 666  
Premiums written
  $ 25,354     $ 29,271  
Premiums ceded
  $ 713     $ 645  

    Underwriting services fee income is a percentage of the premiums written on behalf of one client, which is related to a shareholder of the Company. Fees are accrued and taken into income based on the premiums earned each quarter.
 
    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 29, 2004 and incorporated by reference into our Form 10-K for the year ended December 31, 2003.

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    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 Disclosures 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, 2004 and December 31, 2003. 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, 2004 using historical simulation methodology. As of March 31, 2004 the VaR of IPCRe’s investment portfolio was approximately $25.0 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, 2004 and December 31, 2003, respectively, and the average for the three months ended March 31, 2004 calculated using the beginning, quarterly and ending points (expressed in thousands of U.S. dollars):

                         
                    Average for
    March 31,   December 31,   three months
Market Risk
  2004
  2003
  ended March 31, 2004
Currency
  $ 2,024     $ 3,021     $ 2,523  
Interest Rate
    18,238       17,685       17,961  
Equity (incl. hedge fund)
    29,394       29,666       29,530  
 
   
 
     
 
     
 
 
Sum of Risk
    49,656       50,372       50,014  
Diversification Benefit
    (24,626 )     (22,757 )     (23,691 )
 
   
 
     
 
     
 
 
Total Net Risk
  $ 25,030     $ 27,615     $ 26,323  
 
   
 
     
 
     
 
 

    The decrease in the overall VaR is because of the reduction in currency VaR from non-U.S dollar securities within the Global Equity fund, as well as increased diversification benefit resulting from the asset allocation in the investment portfolio to the hedge fund. 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 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, 2004 an estimated 40% or $62 million (March 31, 2003 - 36% or $50 million) of reinsurance premiums receivable, and an estimated $30 million (March 31, 2003 - $30 million) of loss reserves, were denominated in non-U.S. currencies. 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, 2004 to be material.

Item 4. Controls and Procedures

    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-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, 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.

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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 IPCRe (together with the Company, IPCRe Europe Limited and IPCUSL “IPC” “we” or “our”); (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.

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PART II. OTHER INFORMATION

     
Item 1.
  Legal Proceedings
 
   
  NONE
 
   
Item 2.
  Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
 
   
  Limitations on our ability to pay dividends are discussed in “Liquidity and Capital Resources” under Part I - Financial Information, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
   
Item 3.
  Defaults upon Senior Securities
 
   
  NONE
 
   
Item 4.
  Submission of Matters to a Vote of Security Holders
 
   
  NONE
 
   
Item 5.
  Other Information
 
   
  On March 1, 2004, Jackie Clegg resigned from the Board of Directors of the Company and certain subsidiaries. On the same day, Kenneth Hammond was appointed to the Board of Directors of the Company and certain subsidiaries.

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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 V
  Amended Schedule I (Investment Policy Guidelines) to Investment Management Agreement between IPCRe and AIGIC
 
   
10.2 V
  Amended and Restated Amendment One to Underwriting Agency Agreement between Allied World Assurance Company and IPCUSL.
 
   
11.1 V
  Reconciliation of basic and diluted net income per common share (“EPS”).
 
   
31.1 V
  Certification by Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
31.2 V
  Certification by Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
32.1 **
  Certification by Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
 
   
32.2 **
  Certification by Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
     
V
  Filed herewith
 
   
+
  Incorporated by reference to our filing on Form 8-A/A (No. 000-27662) filed on July 9, 2003.
 
   
**
  These certifications are being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (sub-sections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), and are not being filed as exhibits to this report.
     
  (b) Reports on Form 8-K
 
   
  On February 11, 2004, the Company filed a Form 8-K current report (date of earliest event reported: February 10, 2004) (a) advising that the company had announced its financial results for the fiscal quarter and year ended December 31, 2003 via a press release, and (b) furnishing such statements.

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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, 2004
  /s/ James P. Bryce
 
 
  James P. Bryce
  President and Chief Executive Officer
 
   
Date April 29th, 2004
  /s/ John R. Weale
 
 
  John R. Weale
  Senior Vice President and Chief Financial Officer

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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 V
  Amended Schedule I (Investment Policy Guidelines) to Investment Management Agreement between IPCRe and AIGIC
 
   
10.2 V
  Amended and Restated Amendment One to Underwriting Agency Agreement between Allied World Assurance Company and IPCUSL.
 
   
11.1 V
  Reconciliation of basic and diluted net income per common share (“EPS”)
 
   
31.1 V
  Certification by Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
31.2 V
  Certification by Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
32.1 **
  Certification by Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
 
   
32.2 **
  Certification by Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
     
V
  Filed herewith
 
   
+
  Incorporated by reference to our filing on Form 8-A/A (No. 000-27662) filed on July 9, 2003.
 
   
**
  These certifications are being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (sub-sections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), and are not being filed as exhibits to this report.

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