1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period _____________ to ____________. Commission file number 0-14737 TRENWICK GROUP INC. (Exact name of registrant as specified in its charter) Delaware 06-1152790 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Metro Center One Station Place Stamford, Connecticut 06902 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 353-5500 None __________________________________________ (Former name, former address and former fiscal year, if changed since last report) 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. Class Outstanding at April 30, 1998 Common Stock, $.10 par value 12,056,699 ================================================================================ 2 TRENWICK GROUP INC. INDEX Page PART I. Financial Information Number Consolidated Balance Sheet March 31, 1998 and December 31, 1997 3 Consolidated Statement of Income Three Months Ended March 31, 1998 and 1997 4 Consolidated Statement of Changes in Common Stockholders' Equity Three Months Ended March 31, 1998 and 1997 5 Consolidated Statement of Cash Flows Three Months Ended March 31, 1998 and 1997 6 Consolidated Statement of Comprehensive Income Three Months Ended March 31, 1998 and 1997 7 Notes to Consolidated Financial Statements 8-11 Management's Discussion and Analysis of Financial Condition and Results of Operations 12-15 PART II. Other Information Item 6. Exhibits and Reports on Form 8-K 16 Signatures 17 3 TRENWICK GROUP INC. CONSOLIDATED BALANCE SHEET (UNAUDITED) March 31, December 31, 1998 1997 ----------- ----------- (dollars in thousands) Assets Securities available for sale at fair value: Debt securities (amortized cost: $842,280 and $788,727) $ 864,748 $ 812,314 Equity securities (cost: $40,845 and $31,603) 50,841 39,163 Cash and cash equivalents 108,178 12,847 ----------- ----------- Total investments and cash 1,023,767 864,324 Accrued investment income 14,513 10,969 Receivables from ceding insurers 139,338 91,867 Reinsurance recoverable balances, net 108,901 66,361 Deferred policy acquisition costs 33,764 22,524 Net deferred income taxes 14,092 12,451 Other assets 36,454 19,427 ----------- ----------- Total assets $ 1,370,829 $ 1,087,923 =========== =========== Liabilities and Stockholders' Equity Liabilities: Unpaid claims and claims expenses $ 652,437 $ 518,387 Unearned premium income 149,419 87,020 6.7% senior notes due 2003 75,000 -- Other liabilities 18,729 14,867 ----------- ----------- Total liabilities 895,585 620,274 ----------- ----------- Company-obligated mandatorily redeemable preferred capital securities of subsidiary trust holding solely junior subordinated debentures of Trenwick Group Inc. 110,000 110,000 ----------- ----------- Common stockholders' equity: Common stock, $.10 par value, 30,000,000 shares authorized; 12,052,199 and 11,951,060 shares outstanding 1,205 1,195 Additional paid-in capital 157,041 153,714 Retained earnings 189,450 183,218 Accumulated other comprehensive income 21,102 20,245 Deferred compensation under stock award plan (3,554) (723) ----------- ----------- Total common stockholders' equity 365,244 357,649 ----------- ----------- Total liabilities and stockholders' equity $ 1,370,829 $ 1,087,923 =========== =========== All share and per share information reflects a 3-for-2 stock split, paid on April 15, 1997. The accompanying notes are an integral part of these statements. 3 4 TRENWICK GROUP INC. CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) Three Months Ended March 31, -------------------- 1998 1997 ------- ------- (in thousands except per share data) Revenues: Net premiums earned $45,824 $53,914 Net investment income 12,384 11,729 Net realized investment gains 720 1,915 Other income 12 -- ------- ------- Total revenues 58,940 67,558 ------- ------- Expenses: Claims and claims expenses incurred 26,505 30,804 Policy acquisition costs 15,158 17,377 Underwriting expenses 4,280 3,989 Interest expense 58 890 Minority interest in subsidiary trust 2,426 1,617 ------- ------- Total expenses 48,427 54,677 ------- ------- Income before income taxes and extraordinary item 10,513 12,881 Income taxes 1,268 3,080 ------- ------- Income before extraordinary item 9,245 9,801 Extraordinary loss on debt redemption, net of $558 income tax benefit -- 1,037 ------- ------- Net income $ 9,245 $ 8,764 ======= ======= BASIC EARNINGS PER SHARE Income before extraordinary item $ .78 $ .90 Extraordinary loss -- .09 ------- ------- Net income $ .78 $ .81 ======= ======= DILUTED EARNINGS PER SHARE Income before extraordinary item $ .77 $ .81 ======= ======= Net income $ .77 $ .81 ======= ======= DIVIDENDS PER COMMON SHARE $ .25 $ .24 ======= ======= All share and per share information reflects a 3-for-2 stock split, paid on April 15, 1997. Prior period earnings per share amounts have been restated to comply with the accounting standard, "Earnings Per Share". The accompanying notes are an integral part of these statements. 4 5 TRENWICK GROUP INC. CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY (UNAUDITED) Three Months Ended March 31, ----------------------- 1998 1997 --------- --------- (dollars in thousands) Common stockholders' equity, beginning of year $ 357,649 $ 265,753 Common stock, $.10 par value, and additional paid-in capital: Conversion of debentures (1,783,926) -- 57,780 Exercise of employer stock options (22,500 and 60,000 shares) 328 756 Income tax benefits from additional compensation deductions allowable for income tax purposes 207 476 Restricted common stock awarded (82,889 and 9,782 shares) 2,952 328 Common stock purchased and retired (4,250 and 5,091 shares) (150) (171) Retained earnings: Net income 9,245 8,764 Cash dividends (3,013) (2,865) Accumulated other comprehensive income: Investment gains (losses), net of income taxes 1,325 (6,909) Realized investment gains, net of income taxes, included in net income (468) (1,245) Deferred compensation under stock award plan: Restricted common stock awarded (2,952) (328) Compensation expense recognized 121 135 --------- --------- Common stockholders' equity, end of period $ 365,244 $ 322,474 ========= ========= All share and per share information reflects a 3-for-2 stock split, paid on April 15, 1997. The accompanying notes are an integral part of these statements. 5 6 TRENWICK GROUP INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, ----------------------- 1998 1997 --------- --------- (in thousands) Cash flows from operating activities: Premiums collected $ 50,480 $ 37,391 Ceded premiums paid (10,331) (464) Claims and claims expenses paid (30,693) (31,581) Claims and claims expenses recovered 521 700 Underwriting expenses paid (5,474) (5,141) --------- --------- Cash provided by underwriting activities 4,503 905 Net investment income received 13,023 11,863 Interest expense paid (4,851) (496) Income taxes paid (1,044) (2,158) Other income received 10 -- --------- --------- Cash provided by operating activities 11,641 10,114 --------- --------- Cash flows for investing activities: Purchases of debt securities (26,064) (98,189) Sales of debt securities 62,410 31,966 Maturities of debt securities 15,367 15,947 Purchases of equity securities (145) (8,351) Sales of equity securities 102 4,621 Investment in subsidiary, net of cash acquired (39,536) -- Additions to premises and equipment (44) (51) --------- --------- Cash provided by (used for) investing activities 12,090 (54,057) --------- --------- Cash flows for financing activities: Issuance of senior notes 75,000 -- Issuance of mandatorily redeemable preferred capital securities -- 110,000 Redemption of convertible debentures -- (46,997) Issuance costs of capital securities -- (1,280) Issuance costs of senior notes (565) -- Issuance of common stock 328 756 Repurchase of common stock (150) -- Dividends paid (3,013) (2,865) --------- --------- Cash provided by financing activities 71,600 59,614 --------- --------- Change in cash and cash equivalents 95,331 15,671 Cash and cash equivalents, beginning of period 12,847 14,253 --------- --------- Cash and cash equivalents, end of period $ 108,178 $ 29,924 ========= ========= The accompanying notes are an integral part of these statements. 6 7 TRENWICK GROUP INC. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended March 31, ------------------- 1998 1997 ------- ------- (in thousands) Net income $ 9,245 $ 8,764 Other comprehensive income - net unrealized investment gains (losses), net of income taxes 857 (8,154) ------- ------- Comprehensive income $10,102 $ 610 ======= ======= The accompanying notes are an integral part of these statements. 7 8 TRENWICK GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The interim consolidated financial statements included those of Trenwick Group Inc. and its subsidiaries and have been prepared in conformity with generally accepted accounting principles applied on a basis consistent with prior periods. Certain items in the financial statements have been reclassified to conform with the 1998 presentation. 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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The interim consolidated financial statements are unaudited; however, in the opinion of management, the interim consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. These interim statements should be read in conjunction with the 1997 audited financial statements and related notes. Earnings Per Share Effective December 31, 1997, Trenwick adopted a new accounting standard, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements of earnings per share and supersedes the previous standard. It requires a dual presentation of basic and diluted earnings per share. Basic earnings per share, which excludes the effect of common stock equivalents, replaces primary earnings per share. Diluted earnings per share, which utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents, replaces fully-diluted earnings per share. Prior period per share amounts have been restated to comply with this standard. Debt issuance costs Debt issuance costs associated with the issuance of the 6.7% senior notes are being amortized over the term of the related debt using the interest method. 8 9 Comprehensive income As of January 1, 1998, Trenwick adopted the new accounting standard, "Reporting Comprehensive Income", which establishes standards for reporting and presentation of comprehensive income and its components. Comprehensive income comprises net income and other comprehensive income, which for Trenwick currently consists of the change in the net unrealized appreciation of investments, net of tax. Commencing in the quarter ending June 30, 1998, other comprehensive income will also include foreign currency translation adjustments since Trenwick will begin reflecting Trenwick International's operating results in this quarter. Information for periods prior to 1998 is presented on a basis consistent with the 1998 information. 2. REINSURANCE Trenwick purchases reinsurance to reduce its exposure to catastrophe losses and the frequency of large losses in all lines of business. Trenwick, however, remains liable in the event that its retrocessionaires do not meet their contractual obligations. The effects of reinsurance on premiums written, premiums earned and claims and claims expenses incurred is as follows (in thousands): Premiums Written Premiums Earned Three Months Ended Three Months Ended March 31, March 31, ----------------------- ----------------------- 1998 1997 1998 1997 -------- -------- -------- -------- Assumed $ 61,529 $ 72,737 $ 64,426 $ 64,225 Ceded (17,036) (13,179) (18,602) (10,311) -------- -------- -------- -------- Net $ 44,493 $ 59,558 $ 45,824 $ 53,914 ======== ======== ======== ======== Claims and Claims Expenses Incurred Three Months Ended March 31, 1998 1997 -------- -------- Assumed $ 46,711 $ 46,517 Ceded (20,206) (15,713) -------- -------- Net $ 26,505 $ 30,804 ======== ======== 9 10 3. ACQUISITION OF TRENWICK INTERNATIONAL LIMITED On February 27, 1998, Trenwick completed the acquisition of Trenwick International Limited ("Trenwick International"), formerly Sorema (UK) Limited, from Sorema S.A. for an aggregate purchase price of $62.9 million, including acquisition costs, which approximated book value. Trenwick International is based in London and underwrites specialty insurance and reinsurance treaty and facultative business on a worldwide basis. The acquisition has been accounted for using the purchase method of accounting, and accordingly, the purchase price has been allocated to the assets purchased and the liabilities assumed based on the estimated fair values at the date of acquisition. The excess of the purchase price over the estimated fair value of the net assets of approximately $516,000, has been recorded as goodwill, which is being amortized on a straight line basis over 25 years. All assets and liabilities of Trenwick International are consolidated in the balance sheet at March 31, 1998 and its operating results will be reflected in Trenwick's results commencing with the quarter ended June 30, 1998. 4. STOCKHOLDERS' EQUITY Preferred Stock Trenwick has 2,000,000 shares of $.10 par value preferred stock authorized and none outstanding. For the three months ended March 31, 1998, Trenwick awarded key employees an aggregate of 82,889 shares of common stock under the terms of the 1989 and 1993 Stock Plans, valued at an average of $35.61 per share (approximately $2,952,000). Trenwick is recognizing compensation expense determined by the value of the shares, amortized over a five year vesting period. During the period, 4,250 shares were repurchased at an average of $35.29 per share (approximately $150,000) in connection with the satisfaction of withholding taxes payable upon the vesting of shares previously awarded under the plan. Common Stock On May 21, 1997, Trenwick's Board of Directors approved a stock repurchase program covering up to one million shares of the Company's common stock; no shares have been repurchased to date. 5. LONG TERM DEBT On March 27, 1998 Trenwick completed a private offering of $75 million aggregate principal amount of its 6.70% senior notes due April 1, 2003. Interest is payable semi-annually on April 1 and October 1 of each year, commencing on October 1, 1998. The notes are not subject to redemption prior to maturity. They are unsecured obligations and will rank senior in right of payment to all existing and future subordinated indebtedness of Trenwick, including Trenwick's obligations with respect to its 8.82% junior subordinated debentures held by Trenwick Capital Trust I in respect of the $110 million 8.82% subordinated capital income securities issued by the Trust. Under the terms of the notes, Trenwick is not restricted from incurring indebtedness, but is subject to limits on its ability to incur secured indebtedness for borrowed money. A portion of the net proceeds of the offering were contributed to Trenwick's wholly-owned subsidiary Trenwick International Limited, to support its insurance and reinsurance operations, including increasing its statutory capital to support its underwriting capacity. Remaining net proceeds will be used for general corporate purposes, which may include investments in and advances to subsidiaries, the financing of growth and expansion, the financing of possible future acquisitions and other corporate purposes. 10 11 6. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share (in thousands): Three Months Ended March 31, ------------------ 1998 1997 ------- ------- INCOME AVAILABLE TO COMMON STOCKHOLDERS: Income before extraordinary item (basic) $ 9,245 $ 9,801 Add interest on convertible debentures, net of income taxes -- 578 ------- ------- Income before extraordinary item (diluted) $ 9,245 $10,379 ======= ======= Net income (basic) $ 9,245 $ 8,764 Add interest on convertible debentures and loss on debt redemption, net of income taxes -- 1,615 ------- ------- Net income (diluted) $ 9,245 $10,379 ======= ======= WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING: Weighted average shares outstanding (basic) 11,933 11,855 Weighted average shares issuable on conversion of debt -- 803 Weighted average shares issuable on exercise of employee stock options, net of assumed repurchases 139 145 ------- ------- Weighted average shares outstanding (diluted) 12,072 12,803 ======= ======= PER SHARE AMOUNTS: Basic Income before extraordinary item $ .78 $ .90 ======= ======= Net income $ .78 $ .81 ======= ======= Diluted Income before extraordinary item $ .77 $ .81 ======= ======= Net income $ .77 $ .81 ======= ======= 11 12 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Trenwick ("Trenwick") is a holding company with two principal operating subsidiaries, Trenwick America Reinsurance Corporation ("Trenwick America Re") which reinsures property and casualty risks written by U.S. insurance companies, and Trenwick International, which writes insurance and reinsurance property and casualty risks outside of the U.S. Substantially all of Trenwick America Re's business is produced by reinsurance brokers. Trenwick International obtains its business from a variety of resources, including insurance and reinsurance brokers. Trenwick America Re and Trenwick International underwrite both treaty and facultative business. OPERATING RESULTS Trenwick Group Inc. reported consolidated net income of $9.2 million, or $.78 per share, for the first quarter of 1998 compared to $8.8 million, or $.81 per share for the first quarter of 1997. Income before extraordinary item for the first quarter of 1998 was $.78 per share, compared to $.90 per share for 1997. Included in net income for the first quarter of 1997 was an extraordinary loss, on debt redemption, net of tax, of approximately $1 million or $.09 per share. Per share earnings on a diluted basis were $.77 for 1998 compared to $.81 for 1997. Net income for the 1998 and 1997 first quarters include after-tax realized investment gains of $468,000 or $.04 per share and $1.2 million or $.10 per share, respectively. PREMIUMS Trenwick's gross premium writings, consisting entirely of the business of the Company's U.S. subsidiary, Trenwick America Re, declined 15% in the quarter. Casualty business, which represents 93% of the Company's business declined 10%. Property business declined 52%. Trenwick's net premiums written in the U.S. declined 25% in the quarter compared to last year. Casualty premiums declined 20%, while net property writings declined 55%. Trenwick America Re's net casualty premium writings declined as a result of three principal causes. Competition among primary companies caused cedants to reduce their own premium writings or restructure their reinsurance programs, reducing the amount of reinsurance they purchase. As a result of consolidation within the industry, many ceding companies are now larger and financially stronger, enabling them to retain more risk. In addition, increasingly intense competition in the reinsurance markets has driven reinsurance prices on a number of accounts below pricing levels which the Company will accept. Trenwick America Re's property business continued to decline primarily as a result of PXRE Re's (the Company's strategic partner in the writing of catastrophe reinsurance) conservative response to continued erosion in pricing in that segment of the reinsurance business. 12 13 Trenwick America Re's new casualty business increased 23% in the quarter over the same period in 1997 and represented approximately 43% of total premium writings during the period. Continuing casualty business decreased 27% in the quarter over the same period in 1997. Continuing casualty business represented 50% of the total premium writings during the period. The Company's property business represented approximately 7% of total premium writings for the quarter ended March 31, 1998. Gross premiums written by Trenwick International in the first quarter of 1998 were approximately $31 million. Net written premiums amounted to approximately $26 million. If the Company had acquired Trenwick International effective January 1, 1998, Trenwick's consolidated gross premiums written would have been approximately $93 million, an increase of 27% relative to the first quarter of 1997. Similarly, consolidated net premiums written would have been approximately $70 million, a 17% increase over the first quarter last year. While the Company anticipates that its premium writings in 1998 will increase as a result of the addition of Trenwick International, the pro forma data is informational only and may not necessarily reflect the level of writings for the balance of the year. UNDERWRITING EXPERIENCE The combined ratio is one means of measuring the profitability of a property and casualty company. The combined ratio reflects underwriting experience, but does not reflect income from investments or provisions for income taxes. A combined ratio below 100% indicates profitable underwriting and a combined ratio exceeding 100% indicates unprofitable underwriting. Although a reinsurer may have unprofitable underwriting results, the reinsurer may still be profitable because of investment income earned on the accumulated invested assets. 13 14 The following table sets forth Trenwick's combined ratios and the components thereof calculated on a GAAP basis for the period indicated, together with Trenwick America Re's combined ratio calculated on a statutory basis: Three Months Ended March 31, --------------------- 1998 1997 ----- ----- Claims and claims expense ratio 57.9% 57.1% ----- ----- Expense ratio: Policy acquisition expense ratio 33.1 32.2 Underwriting expense ratio 9.3 7.4 ----- ----- Total expense ratio 42.4 39.6% ----- ----- Combined ratio (GAAP basis) 100.3% 96.7% ===== ===== Trenwick America Re statutory combined ratio 99.9% 95.9% ===== ===== As indicated, Trenwick's claims and claims expense ratio slightly deteriorated in the first quarter of 1998 compared to the same period in 1997. The claims and claims expense ratio in the first quarter of 1998 includes favorable development of $1.4 million compared to approximately $2 million in the first quarter of 1997. Additionally, the policy acquisition expense ratio increased due to the continued shift in the mix of business from excess to quota share. The underwriting expense ratio increased 1.9 percentage points primarily as a result of the decrease in premium writings. INVESTMENT INCOME Net investment income of $12.4 million in the first quarter of 1998 increased 6% compared to $11.7 million for the same period in 1997. Pre-tax yields on invested assets, excluding equity securities, averaged 6.1% in 1998 and 6.3% in 1997. The increase in investment income is due to the continued growth in Trenwick's invested asset base. After-tax net investment income in the first quarter of 1998 was $9.5 million compared to $9.1 million for the comparative period in 1997. The effective tax rate on net investment income for the three months ended was approximately 23.4% in 1998, versus 22.5% in 1997. 14 15 LIQUIDITY AND CAPITAL RESOURCES As of March 31, 1998, Trenwick's consolidated investments and cash totaled $1.0 billion, as compared to $864.3 million at December 31, 1997. Included in cash and cash equivalents as of March 31, 1998 are the proceeds from the issuance of the 6.7% senior notes. The fair value of the Company's debt securities portfolio exceeded amortized cost of $842.3 million and $788.7 million by $22.5 million and $23.6 million at March 31, 1998 and December 31, 1997, respectively. At March 31, 1998 and at December 31, 1997, the fair value of the Company's equity securities exceeded cost of $40.8 million and $31.6 million by $10.0 million and $7.6 million, respectively. As of March 31, 1998, Trenwick's consolidated common stockholders' equity totaled $365.2 million or $30.31 per share, as compared to $357.6 million or $29.93 per share at December 31, 1997. Since December 31, 1997, the unrealized appreciation of debt and equity investments increased $857,000, net of tax, or $.07 per share. Statutory surplus of Trenwick America Re was $334.4 million as of March 31, 1998, compared to $322.9 million as of December 31, 1997. Cash flow from operations of $11.6 million in the first quarter of 1998 increased approximately 15% compared to cash flow from operations of $10.1 million in the first quarter of 1997. Cash provided by financing activities in the first quarter of 1998 increased to $71.6 million compared to cash provided by financing activities of $59.6 million in the first quarter of 1997 primarily due to the proceeds from the issuance of $75 million principal amount of 6.7% senior notes by Trenwick Group Inc. Trenwick declared a first quarter dividend of $.25 per share in 1998, a 4% increase compared to $.24 in the first quarter of 1997. 15 16 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K a) Exhibits 4.2 Indenture dated as of March 27, 1998, between Trenwick and The First National Bank of Chicago, as Trustee, with respect to Trenwick's $75 million principal amount of 6.7% Senior Notes due April 1, 2003. 27.0 Financial Data Schedule b) Reports on Form 8-K The following reports on Form 8-K were filed during the quarter ended March 31, 1998: Date of Report Item Reported -------------- ------------- February 27, 1998 Press Release announcing acquisition of Sorema (UK) Limited. 16 17 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 INC. ----------------------------- (Registrant) Date: May 15, 1998 JAMES F. BILLETT, JR. ------------- ----------------------------- James F. Billett, Jr. Chairman, President and Chief Executive Officer Date: May 15, 1998 ALAN L. HUNTE ------------- ----------------------------- Alan L. Hunte Vice President, Chief Financial Officer and Treasurer 17