SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 2002.
(_) 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 1-16089
TRENWICK GROUP LTD.
(Exact name of registrant as specified in its charter)
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Bermuda 98-0232340
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Continental Building, 25 Church Street
Hamilton HM12, Bermuda
(Address of principal executive offices) (zip code)
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Registrant's telephone number, including area code: 441-292-4985
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 the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Shares Outstanding
Description of Class as of May 13, 2002
- --------------------------------- ------------------------------------
Common Shares - $.10 par value 36,786,572
TRENWICK GROUP LTD.
INDEX TO FORM 10-Q
PART I - FINANCIAL INFORMATION
Page
ITEM 1. Unaudited Consolidated Financial Statements
Consolidated Balance Sheet
March 31, 2002 and December 31, 2001 ........................... 1
Consolidated Statement of Operations and Comprehensive Income
Three Months ended March 31, 2002 and 2001 ..................... 2
Consolidated Statement of Cash Flows
Three Months ended March 31, 2002 and 2001 ..................... 3
Consolidated Statement of Changes in Common Shareholders'
Equity Three Months ended March 31, 2002 and 2001 .............. 4
Notes to Unaudited Consolidated Financial Statements ........... 5
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ...................................... 9
PART II - OTHER INFORMATION
ITEM 1. Legal proceedings .............................................. 18
ITEM 2. Changes in Securities and Use of Proceeds ...................... 18
ITEM 3. Defaults Upon Senior Securities ................................ 18
ITEM 4. Submission of Matters to a Vote of Security Holders ............ 18
ITEM 5. Other Information .............................................. 18
ITEM 6. Exhibits and Reports on Form 8-K ............................... 18
Signatures ................................................................. 20
Trenwick Group Ltd.
Consolidated Balance Sheet
(Amounts expressed in thousands of United
States dollars, except share and per share data)
March 31, 2002 and December 31, 2001
(Unaudited)
2002 2001
----------- -----------
ASSETS
Debt securities available for sale, at fair value $ 1,976,416 $ 1,960,600
Equity securities at fair value 28,576 24,164
Cash and cash equivalents 364,931 331,350
Accrued investment income 33,036 38,278
Premiums receivable 720,570 535,281
Reinsurance recoverable balances, net 1,709,370 1,411,469
Prepaid reinsurance premiums 219,161 197,169
Deferred policy acquisition costs 118,721 115,870
Net deferred income taxes 145,379 139,926
Goodwill 53,598 41,653
Other assets 205,213 132,795
----------- -----------
Total assets $ 5,574,971 $ 4,928,555
=========== ===========
LIABILITIES
Unpaid claims and claims expenses $ 3,631,336 $ 3,032,748
Unearned premium income 678,421 612,290
Reinsurance balances payable 267,547 225,255
Indebtedness 289,384 291,263
Other liabilities 81,088 125,554
----------- -----------
Total liabilities 4,947,776 4,287,110
----------- -----------
MINORITY INTEREST
Mandatorily redeemable preferred capital securities
of subsidiary trust holding solely junior subordinated
debentures of U.S. subsidiary 68,130 68,119
Minority interest in preferred shares of
Bermuda subsidiary 75,000 75,000
----------- -----------
Total minority interest 143,130 143,119
----------- -----------
COMMON SHAREHOLDERS' EQUITY
Common shares, $0.10 par value, 36,807,596 and
36,845,141 shares issued and outstanding 3,681 3,685
Additional paid in capital 577,450 578,018
Deferred compensation under share award plans (4,018) (4,766)
Retained earnings (accumulated deficit) (104,625) (101,830)
Accumulated other comprehensive income 11,577 23,219
----------- -----------
Total common shareholders' equity 484,065 498,326
----------- -----------
Total liabilities, minority interest and common
shareholders' equity $ 5,574,971 $ 4,928,555
=========== ===========
The accompanying notes are an integral part of these statements.
1
Trenwick Group Ltd.
Consolidated Statement of Operations and
Comprehensive Income (Unaudited)
(Amounts expressed in thousands of United
States dollars, except per share data)
Three Months Ended March 31, 2002 and 2001
2002 2001
--------- ---------
REVENUES
Net premiums earned $ 266,024 $ 202,775
Net investment income 29,255 32,184
Net realized investment gains 1,457 8,859
Other income 2,602 843
--------- ---------
Total revenues 299,338 244,661
--------- ---------
EXPENSES
Claims and claims expenses incurred 207,577 138,280
Policy acquisition costs 73,072 59,356
Underwriting expenses 23,007 15,885
General and administrative expenses 3,318 3,676
Goodwill amortization -- 213
Interest expense and subsidiary preferred share dividends 9,936 10,828
Foreign currency losses (gains) (678) 1,067
--------- ---------
Total expenses 316,232 229,305
--------- ---------
Income (loss) before income taxes and cumulative effect
of change in accounting principles (16,894) 15,356
Applicable income taxes (benefit) (3,984) (3,557)
--------- ---------
Net income (loss) before cumulative effect
of change in accounting principles (12,910) 18,913
Cumulative effect of change in accounting principles 11,586 --
--------- ---------
Net income (loss) $ (1,324) $ 18,913
========= =========
EARNINGS PER SHARE:
Basic earnings (loss) per common share before cumulative
effect of change in accounting principles $ (0.35) $ 0.52
Cumulative effect of change in accounting principles 0.31 --
--------- ---------
Basic earnings (loss) per common share $ (0.04) $ 0.52
========= =========
Diluted earnings (loss) per common share before cumulative
effect of change in accounting principles $ (0.35) $ 0.51
Cumulative effect of change in accounting principles 0.31 --
--------- ---------
Diluted earnings (loss) per common share $ (0.04) $ 0.51
========= =========
COMPREHENSIVE INCOME (LOSS):
Net income (loss) $ (1,324) $ 18,913
--------- ---------
Other comprehensive income (loss):
Net unrealized investment gains (losses) (12,755) 7,225
Foreign currency translation adjustments 1,113 (5,277)
--------- ---------
Total other comprehensive income (loss) (11,642) 1,948
--------- ---------
Comprehensive income (loss) $ (12,966) $ 20,861
========= =========
The accompanying notes are an integral part of these statements.
2
Trenwick Group Ltd.
Consolidated Statement of Cash Flows (Unaudited)
(Amounts expressed in thousands of United States dollars)
Three Months Ended March 31, 2002 and 2001
2002 2001
--------- ---------
OPERATING ACTIVITIES
Premiums collected, net of acquisition costs $ 301,235 $ 222,750
Ceded premiums paid, net of acquisition costs (188,222) (70,729)
Claims and claims expenses paid (175,924) (211,952)
Claims and claims expenses recovered 145,232 52,449
Underwriting expenses paid (31,036) (30,472)
--------- ---------
Cash (for) from underwriting activities 51,285 (37,954)
Net investment income received 33,952 32,248
Service and other income received, net of expenses 2,570 904
General and administrative expenses paid (4,139) (4,222)
Interest expense and preferred share dividends paid (7,075) (7,220)
Income taxes recovered 60 325
--------- ---------
Cash from (for) operating activities 76,653 (15,919)
--------- ---------
INVESTING ACTIVITIES
Purchases of debt securities (338,066) (606,998)
Sales of debt securities 208,495 556,481
Maturities of debt securities 96,125 40,913
Purchases of equity securities -- (2,519)
Sales of equity securities -- 73,048
Effect on cash of exchange rate translation (3,261) (9,179)
Additions to premises and equipment (3,250) (791)
--------- ---------
Cash from (for) investing activities (39,957) 50,955
--------- ---------
FINANCING ACTIVITIES
Repayment of indebtedness (1,452) (29)
Indebtedness issuance costs paid (88) --
Purchase of capital securities -- (8,461)
Issuance of common shares 57 275
Trenwick Group Ltd. common share dividends paid (1,471) (1,473)
Share and option repurchases (161) (311)
Equity put option premium payments -- (908)
--------- ---------
Cash for financing activities (3,115) (10,907)
--------- ---------
Change in cash and cash equivalents 33,581 24,129
Cash and cash equivalents, beginning of period 331,350 311,001
--------- ---------
Cash and cash equivalents, end of period $ 364,931 $ 335,130
========= =========
The accompanying notes are an integral part of these statements.
3
Trenwick Group Ltd.
Consolidated Statement of Changes in Common
Shareholders' Equity (Unaudited)
(Amounts expressed in thousands of United States dollars except share data)
Three Months Ended March 31, 2002 and 2001
2002 2001
--------- ---------
Common shareholders' equity, beginning of period $ 498,326 $ 652,187
COMMON SHARES AND ADDITIONAL PAID IN CAPITAL
Issuance of 184,996 restricted common shares -- 3,942
Issuance of 6,443 and 13,131 common shares for cash
under employee and director plans 57 275
Purchase and retirement of 18,646 and 14,609 common shares (161) (311)
Cancellation of 25,342 and 3,506 restricted common share awards (468) (46)
Equity put option premiums -- (908)
DEFERRED COMPENSATION UNDER SHARE AWARD PLAN
Restricted common shares awarded -- (3,942)
Compensation expense recognized 280 629
Cancellation of shares 468 46
RETAINED EARNINGS
Net income (loss) (1,324) 18,913
Common share dividends, $0.04 per share (1,471) (1,473)
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Other comprehensive income (loss) (11,642) 1,948
--------- ---------
Common shareholders' equity, end of period $ 484,065 $ 671,260
========= =========
The accompanying notes are an integral part of these statements.
4
TRENWICK GROUP LTD.
Notes to Unaudited
Consolidated Financial Statements
(Amounts expressed in thousands of United States
dollars except per share data)
Three Months Ended March 31, 2002 and 2001
Note 1 Organization
Organization Trenwick Group Ltd. was formed as a holding company in Bermuda
and Basis to acquire two publicly held companies and the minority
of Presentation interest in a subsidiary of one of those companies. That
transaction was completed on September 27, 2000.
Trenwick Group Ltd.'s principal subsidiaries underwrite
specialty insurance and reinsurance.
Basis of Presentation
The interim financial statements include the accounts of
Trenwick Group Ltd. and its subsidiaries after elimination of
significant intercompany accounts and transactions. Certain
items in prior financial statements have been reclassified to
conform to current presentation.
These interim financial statements have been prepared in
conformity with accounting principles that are generally
accepted in the United States of America, sometimes referred
to as U.S. GAAP. To prepare these interim financial
statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, as well
as the reported amounts of revenues and expenses during the
reporting periods. Actual amounts may differ from these
estimates.
The interim financial statements are unaudited; however, in
the opinion of management, the interim financial statements
include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair statement of the results for
interim periods. These interim statements should be read in
conjunction with the audited financial statements and related
notes included in the Annual Report on Form 10-K of Trenwick
Group Ltd. for the year ended December 31, 2001.
Note 2 During the first quarter of 2002, Trenwick Group Ltd. amended
Segment the basis in which operating segments are determined. This
Information change followed a realignment of certain lines of business in
Trenwick Group Ltd.'s international operations in London which
led to the combining of these operations into one operating
segment operating through two distribution platforms. In
addition, consistent with its peer group, Trenwick Group Ltd.
combined its property and casualty insurance and property
catastrophe reinsurance into one segment called reinsurance
operations.
Trenwick Group Ltd. now conducts its specialty insurance and
reinsurance business in the following three business segments:
- Reinsurance, which includes U.S. treaty reinsurance
written principally through its U.S. subsidiary,
Trenwick America Reinsurance Corporation, and worldwide
property catastrophe reinsurance, written principally
through its Bermuda subsidiary, LaSalle Re Limited;
- International operations, which consists of
international specialty insurance primarily written
through its U.K. subsidiary, Trenwick International
Limited, as well as Lloyd's insurance and reinsurance
written principally through its U.K. subsidiary,
Chartwell Managing Agents Limited; and
- United States specialty program insurance, written
principally through The Insurance Corporation of New
York.
5
Lloyd's syndicates runoff and Excess Casualty Reinsurance
Association Pool ("ECRA Pool") runoff, which includes
insurance and reinsurance that was either sold or non-renewed,
are excluded from the aforementioned segments.
The following tables present business segment financial
information for Trenwick Group Ltd. at March 31, 2002 and
December 31, 2001 and for the three months ended March 31,
2002 and 2001:
2002 2001
---------- ----------
Total assets:
Reinsurance $2,346,642 $2,278,801
International operations 2,427,263 1,946,858
U.S. specialty program insurance 638,334 554,874
Lloyd's syndicates runoff and ECRA pool runoff 106,937 99,021
Unallocated 55,795 49,001
---------- ----------
Total assets $5,574,971 $4,928,555
========== ==========
2002 2001
--------- --------
Total revenues:
Reinsurance $ 122,985 $103,217
International operations 149,289 117,849
U.S. specialty program insurance 29,520 19,571
Lloyd's syndicates runoff and ECRA pool runoff (2,581) 1,672
Unallocated 125 2,352
--------- --------
Total revenues $ 299,338 $244,661
========= ========
2002 2001
-------- --------
Net income (loss):
Reinsurance $ 2,466 $ 27,346
International operations (3,346) (6)
U.S. specialty program insurance 1,172 1,914
Lloyd's syndicates runoff and ECRA pool runoff (5,887) (992)
Unallocated interest expense and subsidiary
preferred share dividends (6,621) (9,740)
Other unallocated and change in accounting
principle 10,892 391
-------- --------
Net income (loss) $ (1,324) $ 18,913
======== ========
Transactions between operating segments have been eliminated in
consolidation.
6
Note 3 The following table sets forth the computation of basic and
Earnings diluted earnings per share for the three months ended March
Per Share 31, 2002 and 2001:
2002 2001
---------- -----------
Net income (loss) $ (1,324) $ 18,913
========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Weighted average shares outstanding - basic 36,815,374 36,722,298
Net weighted average shares issuable (when dilutive) on
exercise of stock options and warrants for 823,964 common shares -- 157,396
---------- -----------
Weighted average shares outstanding - diluted 36,815,374 36,879,694
========== ===========
Basic earnings (loss) per common share $ (0.04) $ 0.52
========== ===========
Diluted earnings (loss) per common share $ (0.04) $ 0.51
========== ===========
For the three months ended March 31, 2002 and 2001, 3,441,835
and 2,264,279, respectively, aggregate share options and
warrants were excluded from the computation of diluted
earnings per share because their effect would have been
antidulutive on the calculation for the respective periods.
Note 4 The components of premiums written and earned for the three
Underwriting months ended March 31, 2002 and 2001 are as follows:
Activities
2002 2001
--------- ---------
Assumed premiums written $ 310,357 $ 174,648
Direct premiums written 155,214 178,976
--------- ---------
Gross premiums written 465,571 353,624
Ceded premiums written (148,421) (92,884)
--------- ---------
Net premiums written $ 317,150 $ 260,740
========= =========
Assumed premiums earned $ 227,680 $ 114,548
Direct premiums earned 165,748 168,093
--------- ---------
Gross premiums earned 393,428 282,641
Ceded premiums earned (127,404) (79,866)
--------- ---------
Net premiums earned $ 266,024 $ 202,775
========= =========
Note 5 Effective January 1, 2002, Trenwick Group Ltd. adopted a new
Accounting Financial Accounting Standards Board statement which amended
Standards the accounting for goodwill and other intangible assets. This
new statement suspended systematic goodwill amortization and
required Trenwick Group Ltd.'s Bermuda holding company,
LaSalle Re Holdings Limited to credit the negative goodwill
balance of $11,586 to operations as of January 1, 2002 as a
cumulative effect of an accounting change. The statement also
requires that the remaining goodwill balance be tested for
impairment under either market value or cash flow tests prior
to the reporting of quarterly results of operations as of June
30, 2002. Any impairment noted as a result of these tests must
be recorded as a cumulative effect of an accounting change as
of January 1, 2002. Impairment tests will be conducted on the
remaining goodwill balance and this portion of the statement
will be implemented during the second quarter of 2002.
7
Note 6 On April 12, 2002, Trenwick Group Ltd., its subsidiaries and
Amendment financial institutions holding a majority of the outstanding
to Credit indebtedness under its revolving credit facility executed an
Facility amendment to the credit facility. The amendment required
Trenwick Group Ltd. to pledge its shares of LaSalle Re
Holdings Limited and LaSalle Re Limited in favor of the
lenders under the credit facility. In addition, the amendment
revised the financial covenants relating to interest coverage
and tangible net worth (each as defined by the financial
covenants in the credit agreement).
The amendment also increased the applicable margin on the
interest paid by Trenwick Group Ltd. by 1% and added an
additional .5% fee payable by Trenwick Group Ltd. in the event
the loans and letters of credit outstanding are not repaid or
secured in accordance with the following schedule; September
30, 2002, 40%; June 30, 2003, 60%; and June 30, 2004, 80%.
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion highlights material factors affecting Trenwick Group
Ltd.'s results of operations for the three months ended March 31, 2002 and 2001.
This discussion and analysis should be read in conjunction with the unaudited
interim financial statements and notes thereto of Trenwick Group Ltd. contained
in this filing as well as in conjunction with the audited financial statements
and related notes included in the Annual Report on Form 10-K of Trenwick Group
Ltd. for the year ended December 31, 2001.
Overview
Trenwick Group Ltd. is a Bermuda holding company headquartered in Hamilton,
Bermuda whose principal subsidiaries underwrite specialty insurance and
reinsurance. Trenwick Group Ltd. was formed in 1999 to acquire Trenwick Group
Inc., LaSalle Re Holdings Limited and LaSalle Re Limited. The transaction was
completed on September 27, 2000. Shareholders of Trenwick Group Inc., LaSalle Re
Holdings Limited and LaSalle Re Limited exchanged their shares on a one-for-one
basis for newly-issued shares of Trenwick Group Ltd.
Trenwick Group Ltd. operates three principal businesses:
- - Reinsurance, which includes U.S. treaty reinsurance written principally
through its U.S. subsidiary, Trenwick America Reinsurance Corporation, and
worldwide property catastrophe reinsurance, written principally through
its Bermuda subsidiary, LaSalle Re Limited;
- - International operations, which consists of international specialty
insurance primarily written through its U.K. subsidiary, Trenwick
International Limited, as well as Lloyd's insurance and reinsurance
written principally through its U.K. subsidiary, Chartwell Managing Agents
Limited; and
- - United States specialty program insurance, written principally through The
Insurance Corporation of New York.
All of Trenwick Group Ltd.'s principal operating subsidiaries are rated "A-"
(Excellent) by A.M. Best Company and have been assigned a financial strength
rating of A- by Standard & Poor's. All of Chartwell Managing Agents Limited's
syndicates enjoy the benefit of the ratings of Lloyd's which is rated "A-"
(Excellent) by A.M. Best Company and has an A financial strength rating from
Standard & Poor's. These ratings are based upon factors that may be of concern
to policy or contract holders, agents and intermediaries, but may not reflect
the considerations applicable to an equity investment in a reinsurance or
insurance company. A change in any such rating is at the discretion of the
respective rating agencies.
9
Results of Operations - Three Months Ended March 31, 2002 and 2001
2002 2001 Change
-------- -------- --------
(in thousands)
Underwriting income (loss) $(37,632) $(10,746) $(26,886)
Net investment income 29,255 32,184 (2,929)
Interest expense and subsidiary preferred
share dividends (9,936) (10,828) 892
General and administrative expenses (3,318) (3,889) 571
Foreign currency gains (losses) 679 (1,067) 1,746
Other income, net 2,602 843 1,759
-------- -------- --------
Pre-tax operating income (loss) (18,350) 6,497 (24,847)
Applicable income taxes (benefit) (4,293) (4,644) 351
-------- -------- --------
Operating income (loss) (14,057) 11,141 (25,198)
Net realized investment gains, net of income taxes 1,147 7,772 (6,625)
Cumulative effect of change in accounting
for goodwill 11,586 -- 11,586
-------- -------- --------
Net income (loss) $ (1,324) $ 18,913 $(20,237)
======== ======== ========
The operating loss of $14.1 million in the three months ended March 31, 2002
represented a $25.2 million decrease from operating income of $11.1 million
recorded in the three months ended March 31, 2001. This decrease was principally
the result of additional underwriting losses incurred related to the September
11th terrorist attacks combined with a decrease in investment income. The
decrease was offset in part by a decline in interest expense and subsidiary
preferred share dividends as well as lower general and administrative expenses
and an increase in foreign currency gains over prior year.
Underwriting income (loss)
Trenwick Group Ltd. produced an underwriting loss of $37.6 million in the first
quarter of 2002 compared to an underwriting loss of $10.7 million in the first
quarter of 2001. Details of underwriting income and loss are produced below:
2002 2001 Change
--------- --------- --------
(in thousands)
Net premiums earned $ 266,024 $ 202,775 $ 63,249
--------- --------- --------
Claims and claims expenses incurred 207,577 138,280 69,297
Acquisition costs and underwriting expenses 96,079 75,241 20,838
--------- --------- --------
Total expenses 303,656 213,521 90,135
--------- --------- --------
Net underwriting income (loss) $ (37,632) $ (10,746) $(26,886)
========= ========= ========
Loss ratio 78.0% 68.2% 9.8%
Underwriting expense ratio 36.1% 37.1% (1.0)%
Combined ratio 114.1% 105.3% 8.8%
The underwriting loss of $37.6 million in the first quarter of 2002 represented
a $26.9 million greater loss compared to the underwriting loss of $10.7 million
in the first quarter of 2001. The decrease in the underwriting result was
primarily due to an additional $23.0 million of additional underwriting losses
recorded related to the September 11th terrorist attacks.
10
The increase in the combined ratio in the first quarter of 2002 compared to the
first quarter of 2001 resulted mainly from the additional underwriting losses
recorded on the September 11th terrorist attacks previously noted.
Premiums written
Gross premiums written for the three months ended March 31, 2002 were $465.6
million compared to $353.6 million for the three months ended March 31, 2001, an
increase of $111.9 million or 31.7%. Details of gross premiums written are
provided below:
2002 2001 Change
--------- --------- ---------
(in thousands)
Worldwide property catastrophe reinsurance $ 79,927 $ 58,947 $ 20,980
U.S. treaty reinsurance 102,968 82,630 20,338
--------- --------- ---------
Total reinsurance 182,895 141,577 41,318
International specialty insurance 53,079 62,218 (9,139)
Lloyd's syndicates continuing 129,695 84,157 45,538
--------- --------- ---------
Total international operations 182,774 146,375 36,399
Lloyd's syndicates runoff (2,254) (2,886) 632
U.S. specialty program insurance 102,156 68,558 33,598
--------- --------- ---------
Gross premiums written $ 465,571 $ 353,624 $ 111,947
========= ========= =========
Worldwide property catastrophe reinsurance gross premium writings for the three
months ended March 31, 2002 increased by $21.0 million, or 35.6% over the three
months ended March 31, 2001 primarily due to rate increases caused by improving
insurance and reinsurance market conditions.
The increase in U.S. treaty reinsurance gross premiums written in the first
quarter of 2002 of $20.3 million compared to the first quarter of 2001 was
mainly attributable to premiums on prior underwriting years and increasing rates
on renewal treaties.
The decrease in international specialty insurance gross premiums written in the
first quarter of 2002 compared to the first quarter of 2001 of $9.1 million is
attributable to the transfer of treaty, professional indemnity and financial
institutions business to Chartwell Managing Agents, offset in part by increases
in liability premiums.
The increase in Lloyd's syndicates continuing gross written premiums for the
first quarter of 2002 compared to $45.5 million in the first quarter of 2001 was
due to both the addition of the treaty, professional indemnity and financial
institutions business from the international specialty insurance segment as well
as to rate increases on aviation premiums.
The increase in U.S. specialty program insurance gross premiums was due to rate
increases on new and renewal policies attributed to improving market conditions.
Premiums earned
Net premiums earned for the three months ended March 31, 2002 were $266.0
million compared to $202.8 million for the same period in 2001. Details of
premiums earned are provided below:
11
2002 2001 Change
--------- --------- ---------
(in thousands)
Gross premiums written $ 465,571 $ 353,624 $ 111,947
Change in gross unearned premiums (72,143) (70,983) (1,160)
--------- --------- ---------
Gross premiums earned 393,428 282,641 110,787
--------- --------- ---------
Gross premiums ceded (148,421) (92,885) (55,536)
Change in ceded unearned premiums 21,017 13,019 7,998
--------- --------- ---------
Ceded premiums earned (127,404) (79,866) (47,538)
--------- --------- ---------
Net premiums earned $ 266,024 $ 202,775 $ 63,249
========= ========= =========
Gross premiums ceded for the three months ended March 31, 2002 were $148.4
million compared to $92.9 million for the same period in 2001. The increase in
gross premiums ceded of $55.5 million was due primarily to the increase in gross
premiums written as previously discussed.
Claims and claims expenses
Claims and claims expenses for the three months ended March 31, 2002 were $207.6
million, an increase of $69.3 million compared to claims and claims expenses of
$138.3 million for the same period in 2001. The increase in claims and claims
expenses in 2002 is partially attributable to $25.7 million of additional claims
and claims expenses recorded in connection with the September 11th terrorist
attacks. In addition, claims and claims expenses in 2002 include deterioration
in indicated loss ratios for the 1999-2001 accident years on the treaty
reinsurance, U.S. specialty program insurance and international specialty
insurance segments of approximately $7.2 million, $1.8 million and $12.2
million, respectively.
Underwriting expenses
2002 2001 Change
------- ------- --------
(in thousands)
Policy acquisition costs $73,072 $59,356 $ 13,716
Underwriting expenses 23,007 15,885 7,122
------- ------- --------
Total underwriting expenses $96,079 $75,241 $ 20,838
======= ======= ========
Underwriting expense ratio 36.1% 37.1% (1.0)%
======= ======= ========
Total underwriting expenses, comprising policy acquisition costs and
underwriting expenses, for the first three months of 2002 increased by $20.8
million compared to underwriting expenses for the first three months of 2001.
The increase was attributable to the increase in premium volume as previously
discussed as well as due to premium levies from Lloyd's which are new for 2002.
Total underwriting expenses as a percentage of net premiums earned, or the
underwriting expense ratio, was 36.1% for the three months ended March 31, 2002
compared to 37.1% for the same period in 2001. The decrease in the underwriting
expense ratio occurred principally because of decreasing acquisition costs
related to improved terms and conditions due to improving market conditions.
Underwriting expenses for the three months ended March 31, 2002 as a percentage
of earned premium was 8.6%, an increase of 0.8% from 7.8% for the same period in
2001. The increase in the underwriting expense ratio resulted principally from
systems development costs incurred at the U.K. locations of Trenwick Group Ltd.
Net Investment Income
2002 2001 Change
----------- ----------- ---------
(in thousands)
Average invested assets $ 2,318,248 $ 2,197,793 $ 120,455
Average annualized yields 5.77% 6.50% (0.73)%
----------- ----------- ---------
Investment income - portfolio $ 33,439 $ 35,687 $ (2,248)
Investment income - non-portfolio (171) 522 (693)
Investment expenses (4,013) (4,025) 12
----------- ----------- ---------
Net investment income $ 29,255 $ 32,184 $ (2,929)
=========== =========== =========
12
Net investment income for the three months ended March 31, 2002 was $29.3
million compared to $32.2 million for the same period in 2001. The decrease in
net investment income in the first quarter of 2002 was due to an overall decline
in market yields during the quarter. Investment expense for both the first
quarters of 2002 and 2001 includes interest expense on funds withheld of $2.9
million under the terms of stop loss reinsurance agreements purchased by
Trenwick America Reinsurance Corporation prior to 2001.
Interest Expense and Subsidiary Preferred Share Dividends
Interest expense and subsidiary preferred share dividends were $9.9 million for
the first quarter of 2002, a decrease of $0.9 million from the same period in
2001. The decrease resulted from the decrease in interest rates since the first
quarter of 2001.
Foreign Currency Gains (Losses)
Trenwick Group Ltd. recorded foreign currency gains of $0.7 million for the
three months ended March 31, 2002, compared to foreign currency losses of $1.0
million for the three months ended March 31, 2001 primarily due to the decline
in the value of the British pound relative to the U.S. dollar.
Non-Operating Income and Expenses
Net realized gains on investments, net of applicable income taxes, were $1.1
million during the three months ended March 31, 2002, compared to net realized
gains of $7.8 million for the three months ended March 31, 2001. The 2001 gains
reflect actions taken to reposition Trenwick Group Ltd.'s debt security
portfolio, partially offset by losses recognized on the sale of equity
securities.
Liquidity and Capital Resources
As of March 31, 2002, Trenwick Group Ltd.'s consolidated investments and cash
totaled $2.4 billion, a slight increase from the balance of $2.3 billion at
December 31, 2001. The cost of Trenwick Group Ltd.'s equity securities was $11.0
million less than fair value at March 31, 2002 and was less than fair value by
$6.8 million at December 31, 2001. The fair value of Trenwick Group Ltd.'s debt
securities exceeded amortized cost by $15.0 million at March 31, 2002 and by
$34.6 million at December 31, 2001.
As of March 31, 2002, Trenwick Group Ltd.'s consolidated common stockholders'
equity totaled $484.1 million, or $13.15 per common share, compared to $498.3
million, or $13.52 per common share at December 31, 2001. During the three
months ended March 31, 2002, the unrealized appreciation of debt and equity
securities decreased by $12.6 million, net of tax, or $0.34 per share.
Cash provided by Trenwick Group Ltd.'s operating activities for the three months
ended March 31, 2002 was $76.7 million compared to cash used by Trenwick Group
Ltd.'s operating activities of $15.9 million in the comparable period of 2001.
The increase in cash flow from operations was due primarily to an overall
reduction in claims and claims expenses paid as a result of recoveries on
reinsurance to close the 1999 year of account on Trenwick Group Ltd.'s Lloyd's
syndicates. This reduction was offset in part by an increase in ceded premiums
paid for reinstatement
13
premiums related to the September 11th terrorist attacks which were included in
Trenwick Group Ltd.'s 2001 operating results.
Net cash used in financing activities during the three months ended March 31,
2002 and 2001 both included $1.5 million of dividends paid to common
shareholders.
Trenwick Group Ltd. paid a dividend of $0.04 per common share in each of the
first quarters of 2002 and 2001 and LaSalle Re Holdings Limited paid a quarterly
dividend of $.55 per share on the Series A preferred shares of LaSalle Re
Holdings Limited in each of the three months ended March 31, 2002 and 2001.
Trenwick Group Ltd.'s Board of Directors reviews Trenwick Group Ltd.'s common
share dividend each quarter. Among the factors considered by the Board of
Directors in determining the amount of each dividend are Trenwick Group Ltd.'s
results of operations and the capital requirements, growth and other
characteristics of its businesses.
Trenwick Group Ltd.'s total debt to capital ratio (total indebtedneess divided
by total debt, preferred capital securities, preferred shares and common
shareholders' equity) increased slightly to 31.6% at March 31, 2002 from 31.2%
on December 31, 2001.
Financings, Financing Capacity and Capitalization
Concurrent with the Trenwick/LaSalle business combination, Trenwick America
Corporation and Trenwick Holdings Limited, Trenwick Group Ltd.'s U.S. and U.K.
holding companies, entered into an amended and restated $490 million credit
agreement with various lending institutions. The credit agreement consisted of
both a $260 million revolving credit facility and a $230 million letter of
credit facility. The revolving credit facility has subsequently been converted
into a four-year term loan. Trenwick America Corporation is the primary obligor
with respect to the revolving credit facility, and Trenwick Holdings Limited is
the primary obligor with respect to the letter of credit facility. Guarantees
are provided by LaSalle Re Holdings Limited and Trenwick Group Ltd. with respect
to both Trenwick America Corporation's and Trenwick Holdings Limited's
obligations and additionally by Trenwick America Corporation with respect to
Trenwick Holdings Limited's obligations. The credit agreement provides for a
letter of credit facility which may only be used to support the Lloyd's
syndicate participations of Trenwick Group Ltd.'s subsidiaries. The letter of
credit facility is scheduled to expire in November 2002. In the event that
Trenwick Group Ltd. is unable to obtain a replacement letter of credit facility
or post sufficient collateral to support its Lloyd's underwriting activities, it
will be required to reduce or cease its underwriting activities at Lloyd's for
the 2003 year of account. The applicable interest rate on borrowings under the
credit facility is generally 2.5% above the London Interbank Offered Rate and
was 4.6% at March 31, 2002. The term loan facility is subject to scheduled
principal amortization over the four-year period in accordance with the
following schedule: 2002, 22.5%; 2003, 27.5%; 2004, 32.5%; 2005, 17.5%.
Trenwick America Corporation is obligated to repay a portion or all of the term
loan in the event of equity issuances, asset sales or debt issuances by Trenwick
Group Ltd. or its subsidiaries. At March 31, 2002, $195.0 million of term loans
were outstanding, and $230.0 million of letters of credit were outstanding under
the credit facility.
The credit agreement contains general covenants and restrictions as well as
financial covenants relating to, among other things, Trenwick Group Ltd.'s
minimum interest coverage, debt to capital leverage, minimum earned surplus,
maintenance of a minimum A.M. Best Company rating of A- and tangible net worth.
As of March 31, 2002, Trenwick Group Ltd. was in compliance with the credit
agreement covenants.
14
On April 12, 2002, Trenwick Group Ltd., its subsidiaries and financial
institutions holding a majority of the outstanding indebtedness under the credit
facility executed an amendment to the credit facility. The amendment required
Trenwick Group Ltd. to pledge its shares of LaSalle Re Holdings Limited and
LaSalle Re Limited in favor of the lenders under the credit facility. In
addition, the amendment revised the financial covenants relating to interest
coverage and tangible net worth (each as defined by the financial covenants in
the credit agreement). The amendment set Trenwick Group Ltd.'s minimum interest
coverage ratio at 1.25 to 1 for the first quarter of 2002, 1.5 to 1 for the
second quarter of 2002, 1.75 to 1 for the third quarter of 2002 and 2.5 to 1
thereafter. Trenwick Group Ltd.'s interest coverage ratio for the quarter ending
March 31, 2002 was 2.1 to 1. The amendment adjusted the minimum tangible net
worth Trenwick Group Ltd. must maintain to the following base amounts plus 50%
of net income earned during the period:
Time Period Minimum Tangible Net Worth
----------- --------------------------
Through May 15, 2002 $450,000,000
From May 16, 2002 to August 14, 2002 $475,000,000
From August 15, 2002 to November 14, 2002 $525,000,000
From November 15, 2002 to March 30, 2003 $550,000,000
Thereafter $560,000,000
Trenwick Group Ltd.'s tangible net worth as of March 31, 2002 was $489.4
million.
A previous amendment adjusted downward the minimum risk-based capital
requirement for Trenwick Group Ltd.'s subsidiary, Chartwell Insurance Company,
from 300% to 225% through December 31, 2002. Thereafter, the minimum risk-based
capital for Chartwell Insurance Company returns to 300%. The risk-based capital
for Chartwell Insurance Company as of December 31, 2001 was 257%
If Trenwick Group Ltd. is unable to meet the credit agreement's financial
covenants, it may be required to repay the outstanding indebtedness and
collateralize the outstanding letters of credit issued under the credit
agreement through additional financing, asset sales, subsidiary dividends or
similar transactions.
The amendment increased the applicable margin on the interest paid by Trenwick
Group Ltd. by 1% and added an additional .5% fee payable by Trenwick Group Ltd.
in the event the loans and letters of credit outstanding are not repaid or
secured in accordance with the following schedule:
Date Percentage of Outstanding Indebtedness
---- --------------------------------------
September 30, 2002 40%
June 30, 2003 60%
June 30, 2004 80%
Trenwick Group Ltd.'s ability to refinance its existing debt obligations or
raise additional capital is dependent upon several factors, including financial
conditions with respect to both the equity and debt markets and the ratings of
its securities as established by the rating agencies. Following Trenwick Group
Ltd.'s claims and claims expense liability reserve increase in the second
quarter of 2001 and the losses it sustained in the September 11th terrorist
attacks, its senior debt ratings were downgraded by Standard & Poor's
Corporation to BBB- and by Moody's Investors Service to Ba2. Trenwick Group
Ltd.'s ability to refinance its outstanding debt obligations, well as the cost
of such borrowings, could be adversely affected by these ratings downgrades or
if its ratings were downgraded further.
15
Catastrophe Equity Put
On September 27, 2000, Trenwick Group Ltd. assumed the benefits and obligations
of LaSalle Re Holdings Limited under a $100 million catastrophe equity put
option. The catastrophe put option was amended and restated as of January 1,
2001 and amended as of January 25, 2002. As amended, the catastrophe equity put
enables Trenwick Group Ltd. to raise up to $55 million of equity, through the
issue of convertible preferred shares to the option writer in the event there is
a qualifying catastrophic event or events occurring prior to January 1, 2002.
The preferred shares can be redeemed by Trenwick Group Ltd. at any time
following their issuance. In addition, the option writer can convert its
preferred shares into common shares of Trenwick Group Ltd. at any time after
they have been outstanding for five years or upon a change in control of
Trenwick Group Ltd. or a decline in Trenwick Group Ltd.'s net worth below a
specified level. Conversion is at the greater of the book value of Trenwick
Group Ltd. at the date of conversion or the market value of the common shares
based on the 30-day trading average prior to conversion. The annual net option
premium for the catastrophe equity put has been charged to additional paid in
capital.
As a result of the terrorist attacks of September 11, 2001, Trenwick Group Ltd.
has incurred in excess of $140 million in catastrophe losses as defined under
the option agreement and delivered notice of exercise of the catastrophe equity
put on March 28, 2002.
The put option writer is in the process of obtaining the applicable regulatory
approvals and investigating Trenwick Group Ltd.'s compliance with the conditions
precedent to the exercise of the catastrophe equity put.
Quantitative and Qualitative Disclosure About Market Risk
Trenwick Group Ltd. reviewed the change in its exposure to market risks since
December 31, 2001. In addition, the components of its investment holdings and
its risk management strategy and objectives have not materially changed.
Therefore, Trenwick Group Ltd. believes that the potential for loss in each
market risk sector described in the 2001 Annual Report on Form 10-K has not
materially changed.
Accounting Standards
Effective January 1, 2002, Trenwick Group Ltd. adopted a new Financial
Accounting Standards Board statement which amended the accounting for goodwill
and other intangible assets. This new statement suspended systematic goodwill
amortization and required Trenwick Group Ltd.'s Bermuda holding company, LaSalle
Re Holdings Limited to credit the negative goodwill balance of $11,586 to
operations as of January 1, 2002 as a cumulative effect of an accounting change.
The statement also requires that the remaining goodwill balance be tested for
impairment under either market value or cash flow tests prior to the reporting
of quarterly results of operations as of June 30, 2002. Any impairment noted as
a result of these tests must be recorded as a cumulative effect of an accounting
change as of January 1, 2002. We will conduct impairment tests on the remaining
goodwill balance and implement this portion of the statement during the second
quarter of 2002.
Safe Harbor Disclosure
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, Trenwick Group Ltd. sets forth below cautionary
statements identifying important risks and uncertainties that could cause its
actual results to differ materially from those that might be projected,
forecasted or estimated in its "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, made by or on behalf of Trenwick Group Ltd. in this
Quarterly Report on Form 10-Q and in press releases, written statements or
documents filed with the Securities and Exchange
16
Commission, or in its communications and discussions with investors and analysts
in the normal course of business through meetings, phone calls and conference
calls. Such statements may include, but are not limited to, projections of
premium revenue, investment income, other revenue, losses, expenses, earnings
(including earnings per share), cash flows, plans for future operations, common
shareholders' equity (including book value per share), investments, financing
needs, capital plans, dividends, plans relating to products or services of
Trenwick Group Ltd. and estimates concerning the effects of litigation or other
disputes, as well as assumptions for any of the foregoing and generally
expressed with words such as "believes," "estimates," "expects," "anticipates,"
"plans," "projects," "forecasts," "goals," "could have," "may have," and similar
expressions.
Forward-looking statements involve known and unknown risks and uncertainties,
which may cause Trenwick Group Ltd.'s results to differ materially from such
forward-looking statements. These risks and uncertainties include, but are not
limited to, the following:
- - Changes in the level of competition in the domestic and international
reinsurance or primary insurance markets that affect the volume or
profitability of Trenwick Group Ltd.'s property/casualty business. These
changes include, but are not limited to, changes in the intensity of price
competition, the entry of new competitors, existing competitors exiting
the market and the development of new products by new and existing
competitors;
- - Changes in the demand for reinsurance, including changes in ceding
companies' risk retentions and changes in the demand for excess and
surplus lines insurance coverages;
- - The ability of Trenwick Group Ltd. to execute its strategies in its
property/casualty operations;
- - Catastrophe losses in Trenwick Group Ltd.'s domestic and international
property/casualty businesses;
- - Adverse development on property/casualty claims and claims expense
liabilities related to business written in prior years, including, but not
limited to, evolving case law and its effect on environmental and other
latent injury claims, changing government regulations, newly identified
toxins, newly reported claims, new theories of liability, or new insurance
and reinsurance contract interpretations;
- - Changes in Trenwick Group Ltd.'s property/casualty retrocessional
arrangements;
- - Lower than estimated retrocessional or reinsurance recoveries on unpaid
losses, including, but not limited to, losses due to a decline in the
creditworthiness of Trenwick Group Ltd.'s retrocessionaires or reinsurers;
- - Increases in interest rates, which may cause a reduction in the market
value of Trenwick Group Ltd.'s fixed income portfolio, and its common
shareholders' equity;
- - Decreases in interest rates which may cause a reduction of income earned
on new cash flow from operations and the reinvestment of the proceeds from
sales or maturities of existing investments;
- - A decline in the value of Trenwick Group Ltd.'s equity investments;
- - Changes in the composition of Trenwick Group Ltd.'s investment portfolio;
- - Credit losses on Trenwick Group Ltd.'s investment portfolio;
- - Adverse results in litigation matters, including, but not limited to,
litigation related to environmental, asbestos and other potential mass
tort claims;
- - The passage of federal or state legislation subjecting LaSalle Re Limited
to United States taxation or regulation;
- - A contention by the United States Internal Revenue Service that LaSalle Re
Limited is subject to United States taxation;
- - The impact of mergers and acquisitions;
- - Gains or losses related to changes in foreign currency exchange rates;
- - Changes in Trenwick Group Ltd.'s capital needs;
17
- - The ability of Trenwick Group Ltd. to obtain the necessary letters of
credit or collateral to support its Lloyd's underwriting operation;
- - The ability of Trenwick Group Ltd. to refinance or repay its outstanding
indebtedness; and
- - Changes in the financial strength ratings assigned to Trenwick Group Ltd.
and its operating subsidiaries or Lloyd's.
In addition to the factors outlined above that are directly related to Trenwick
Group Ltd.'s businesses, Trenwick Group Ltd. is also subject to general business
risks, including, but not limited to, adverse state, federal or foreign
legislation and regulation, adverse publicity or news coverage, changes in
general economic factors and the loss of key employees.
The facts set forth above should be considered in connection with any
forward-looking statement contained in this Quarterly Report on Form 10-Q. The
important factors that could affect such forward-looking statements are subject
to change, and Trenwick Group Ltd. does not intend to update any forward-looking
statement or the foregoing list of important factors. By this cautionary note
Trenwick Group Ltd. intends to avail itself of the safe harbor from liability
with respect of forward-looking statements provided by Section 27A and Section
21E referred to above.
PART II - OTHER INFORMATION
Item 1 Legal Proceedings
Trenwick Group Ltd. is party to various legal proceedings generally
arising in the normal course of its business. Trenwick Group Ltd. does not
believe that the eventual outcome of any such proceeding will have a material
effect on its financial condition or business. Trenwick Group Ltd.'s
subsidiaries are regularly engaged in the investigation and the defense of
claims arising out of the conduct of their business. Pursuant to Trenwick Group
Ltd.'s insurance and reinsurance arrangements, disputes are generally required
to be finally settled by arbitration.
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
10.1 Third Amendment to the Credit Agreement, dated as of April 12,
2002, among Trenwick America Corporation, Trenwick Holdings
Limited, the lending institutions from time to time party
thereto, Wachovia Bank,
18
National Association, as Syndication Agent, Fleet National
Bank, as Documentation Agent, and JP Morgan Chase Bank, as
Administrative Agent.
10.2 Third Amendment to the Holdings Guaranty, dated as of April
12, 2002, among Trenwick Group Ltd., and the lending
institutions from time to time party to the Credit Agreement.
(b) Reports on Form 8-K
None
19
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.
TRENWICK GROUP LTD.
Date: May 15, 2002 By: /s/ James F. Billett, Jr.
-------------------------------------
Name: James F. Billett, Jr.
Title: Chairman, President and
Chief Executive Officer
Date: May 15, 2002 By: /s/ Alan L. Hunte
-------------------------------------
Name: Alan L. Hunte
Title: Executive Vice President and
Chief Financial Officer
20