UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 June 30, 2002
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 1-12823
LaSalle Re Holdings Limited
(Exact name of registrant as specified in its charter)
Bermuda Not applicable
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
LOM Building, 27 Reid Street, Hamilton HM11, Bermuda
(Address of principal executive offices)
441-292-3339
(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. |X| Yes |_| No
The number of the Registrant's Common Shares (par value $1.00 per share)
outstanding as of August 13, 2002, was 20,432,043.
LaSalle Re Holdings Limited
INDEX TO FORM 10-Q
PART I - FINANCIAL INFORMATION
Page
ITEM 1. Unaudited Consolidated Financial Statements
Consolidated Balance Sheet
June 30, 2002 and December 31, 2001 ............................. 1
Consolidated Statements of Operations and Comprehensive Income
Three Months and Six Months ended June 30, 2002 and 2001 ........ 2
Consolidated Statements of Cash Flows
Six Months ended June 30, 2002 and 2001 ......................... 3
Consolidated Statement of Changes in Shareholders' Equity
Six Months ended June 30, 2002 and 2001 ......................... 4
Notes to Unaudited Consolidated Financial Statements ............ 5
ITEM 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition ................... 9
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings ............................................... 22
ITEM 2. Changes in Securities and Use of Proceeds ....................... 22
ITEM 3. Defaults upon Senior Securities ................................. 22
ITEM 4. Submission of Matters to a Vote of Security Holders ............. 22
ITEM 5. Other information ............................................... 22
ITEM 6. Exhibits and Reports on Form 8-K ................................ 22
Signatures .............................................................. 24
i
LaSalle Re Holdings Limited
Consolidated Balance Sheet
(Amounts expressed in thousands of United States dollars,
except share and per share data)
June 30, 2002 and December 31, 2001
(Unaudited)
2002 2001
------------ ------------
ASSETS
Debt securities available for sale, at fair value $ 267,929 $ 507,278
Cash and cash equivalents 15,109 36,431
Accrued investment income 2,974 12,192
Premiums receivable 104,325 86,227
Reinsurance recoverable balances 59,398 57,179
Prepaid reinsurance premiums 56,577 8,206
Deferred policy acquisition costs 7,830 4,933
Trenwick Group Ltd. advances 13,662 11,651
Trenwick Group Ltd. loan 75,000 75,000
Reinsurance deposits and other assets 1,721 3,223
------------ ------------
Total assets $ 604,525 $ 802,320
============ ============
LIABILITIES
Unpaid claims and claims expenses $ 249,726 $ 280,487
Unearned premium income 60,828 34,937
Reinsurance balances payable 71,755 24,892
Deferred commission income 11,441 --
Negative goodwill -- 11,586
Other liabilities 7,820 12,823
------------ ------------
Total liabilities 401,570 364,725
------------ ------------
SHAREHOLDERS' EQUITY
Series A preferred shares, $1.00 par value, 3,000,000
shares issued and outstanding, at liquidation value 75,000 75,000
Common shares, $1.00 par value, 20,432,043
shares issued and outstanding 20,432 20,432
Additional paid in capital 292,039 292,039
Advance to parent (258,000) --
Retained earnings 75,474 45,320
Accumulated other comprehensive income (loss) (1,990) 4,804
------------ ------------
Total shareholders' equity 202,955 437,595
------------ ------------
Total liabilities and shareholders' equity $ 604,525 $ 802,320
============ ============
The accompanying notes are an integral part of these statements.
1
LaSalle Re Holdings Limited
Consolidated Statement of Operations and Comprehensive Income
Three and Six Months Ended June 30, 2002 and 2001
(Unaudited)
(Amounts expressed in thousands of United States dollars)
Three Months Six Months
----------- -------- --------------------
2002 2001 2002 2001
-------- -------- -------- --------
REVENUES
Net premiums earned $ 1,627 $ 27,813 $ 29,741 $ 49,441
Net investment income 7,080 9,776 15,415 19,234
Net realized investment gains 4,848 784 5,244 6,368
Negative goodwill accretion -- 122 -- 244
-------- -------- -------- --------
Total revenues 13,555 38,495 50,400 75,287
-------- -------- -------- --------
EXPENSES
Claims and claims expenses incurred (12,886) 20,231 17,302 30,633
Policy acquisition costs (2,143) 6,235 1,093 9,967
Underwriting expenses 1,461 3,082 2,949 5,792
Loss on sale of LaSalle Re's in-force
reinsurance business before commission
income on quota share contract 2,888 -- 2,888 --
Foreign currency losses (gains) 68 (744) 318 11
-------- -------- -------- --------
Total expenses (10,612) 28,804 24,550 46,403
-------- -------- -------- --------
Income before cumulative effect
of change in accounting principle 24,167 9,691 25,850 28,884
Cumulative effect of change
in accounting principle -- -- 11,586 --
-------- -------- -------- --------
Net income 24,167 9,691 37,436 28,884
Preferred share dividends 1,641 1,641 3,282 3,282
-------- -------- -------- --------
Net income available to
common shareholders $ 22,526 $ 8,050 $ 34,154 $ 25,602
======== ======== ======== ========
COMPREHENSIVE INCOME (LOSS)
Net income $ 24,167 $ 9,691 $ 37,436 $ 28,884
Other comprehensive income (loss):
Net unrealized investment gains (losses) 486 (960) (6,794) (457)
-------- -------- -------- --------
Comprehensive income $ 24,653 $ 8,731 $ 30,642 $ 28,427
======== ======== ======== ========
The accompanying notes are an integral part of these statements.
2
LaSalle Re Holdings Limited
Consolidated Statement of Cash Flows
(Unaudited)
(Amounts expressed in thousands of United States dollars)
Six Months Ended June 30, 2002 and 2001
2002 2001
---------- ----------
OPERATING ACTIVITIES
Premiums collected, net of acquisition costs $ 72,183 $ 66,679
Ceded premiums paid, net of acquisition costs (26,652) (8,027)
Claims and claims expenses paid (57,743) (51,756)
Claims and claims expenses recovered 5,547 354
Underwriting expenses paid (10,773) (6,898)
---------- ----------
Cash from (for) underwriting activities (17,438) 352
Net investment income received 22,490 22,294
Other income received, net of expenses 694 --
---------- ----------
Cash from operating activities 5,746 22,646
---------- ----------
INVESTING ACTIVITIES
Sales of debt securities 406,732 218,407
Maturities of debt securities 235,140 15,000
Purchases of debt securities (403,893) (259,066)
Trenwick Group Ltd. advances -- (5,212)
Additions to equipment (156) (42)
---------- ----------
Cash from (for) investing activities 237,823 (30,913)
---------- ----------
FINANCING ACTIVITIES
Preferred share dividends paid (3,281) (3,281)
Common share dividends paid (4,000) (3,500)
Advance to parent (258,000) --
---------- ----------
Cash for financing activities (265,281) (6,781)
---------- ----------
Effect of exchange rate on cash 390 --
Change in cash and cash equivalents (21,322) (15,048)
Cash and cash equivalents,
beginning of period 36,431 23,221
---------- ----------
Cash and cash equivalents, end of period $ 15,109 $ 8,173
========== ==========
The accompanying notes are an integral part of these statements.
3
LaSalle Re Holdings Limited
Consolidated Statement of Changes in Shareholders' Equity
Six Months Ended June 30, 2002 and 2001
(Unaudited)
(Amounts expressed in thousands of United States dollars)
2002 2001
---------- ----------
Shareholders' equity, beginning of period $ 437,595 $ 464,091
ADVANCE TO PARENT (258,000) --
RETAINED EARNINGS
Net income 37,436 28,884
Preferred share dividends (3,282) (3,282)
Common share dividends (4,000) (3,500)
ACCUMULATED OTHER
COMPREHENSIVE INCOME
Other comprehensive loss (6,794) (457)
---------- ----------
Shareholders' equity, end of period $ 202,955 $ 485,736
========== ==========
The accompanying notes are an integral part of these statements.
4
LaSalle Re Holdings Limited
Notes to Unaudited Consolidated Financial Statements
(Amounts expressed in thousands of United States dollars)
Three and Six Months Ended June 30, 2002 and 2001
Note 1 Organization Basis of Presentation
LaSalle Re Holdings Limited (the "Company") was incorporated on September 20,
1995, under the laws of Bermuda to act as an investment holding company. LaSalle
Re Limited ("LaSalle Re") was incorporated on October 26, 1993 under the laws of
Bermuda and commenced operations on November 22, 1993. LaSalle Re is licensed
under the Insurance Act, 1978 as amended by the Insurance Amendment Act, 1995 of
Bermuda to write insurance business and operates as a multi-line reinsurance
company, with emphasis on property catastrophe business. Effective April 1,
2002, the Company has gone into runoff. See Note 2.
On September 27, 2000, the Company and LaSalle Re completed a business
combination with Trenwick Group Ltd. ("Trenwick") and Trenwick Group Inc. (the
"Trenwick/LaSalle business combination"). Under the terms of the business
combination, the common shareholders of the Company, Trenwick, Trenwick Group
Inc., and the minority shareholders of LaSalle Re Limited, exchanged their
shares on a one-for-one basis for shares in Trenwick. Following this
transaction, the Company became a wholly owned subsidiary of Trenwick.
Basis of Presentation
The interim financial statements include the accounts of the Company 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 the Company for the year ended December 31,
2001.
Note 2 Sale of Property Catastrophe Business
Effective April 1, 2002, the Company and Trenwick sold the in-force property
catastrophe reinsurance business of its subsidiary, LaSalle Re Limited to
Endurance Specialty Insurance, Ltd. ("Endurance"). The sale was effected through
a 100% quota share reinsurance agreement, with Endurance paying Trenwick a
ceding commission of 25% and additional profit sharing of 50% if the losses
do not exceed a loss ratio of 45%. In addition, Endurance will have the right to
renew LaSalle's in-force business as it expires in exchange for a 12.5%
commission on the business renewed. Included in the 2002 second quarter results
are $6,685 in ceding commissions earned on the quota share with
5
Endurance, as well as $3,930 in amortization of acquisition costs on the related
assumed business.
In connection with this transaction, the Company recorded the following
non-recurring revenues and expenses during the quarter ended June 30, 2002:
Minimum proceeds related to sale of renewal rights $ 8,000
Accelerated amortization of reinsurance
contracts not transferred in sale (7,824)
Legal expenses (250)
Severance and related expenses (2,814)
-------
Net loss on sale of LaSalle Re's in-force
reinsurance business before commission
income on quota share contract $(2,888)
=======
Note 3 Advance to Parent
In June, 2002, the Company transferred $258,000 in cash to Trenwick. This has
been presented in the accompanying financial statements as an advance to parent
and a reduction in shareholders' equity.
Note 4 Segment Information
The Company conducted its business in two segments: worldwide property
catastrophe reinsurance and Lloyd's syndicates, both of which are now in runoff.
The worldwide property catastrophe reinsurance segment, which was formerly
written in Bermuda, provided reinsurance for property catastrophe and for other
lines of business which have similar characteristics, namely high severity and
low frequency. Effective April 1, 2002, the Company ceased underwriting property
catastrophe reinsurance (Refer to Note 2). The Lloyd's syndicates are in runoff.
The following tables present business segment financial information for the
Company as of June 30, 2002 and December 31, 2001 and for the three and six
months ended June 30, 2002 and 2001.
June 30, December 31,
Total assets: 2002 2001
------------- -------------
Worldwide property catastrophe reinsurance $ 587,986 $ 765,697
Lloyd's syndicates 16,539 36,623
------------- -------------
Total assets $ 604,525 $ 802,320
============= =============
Three months Six months
------------------- --------------------
Total revenues: 2002 2001 2002 2001
-------- -------- -------- --------
Worldwide property
catastrophe reinsurance $ 12,922 $ 32,239 $ 50,764 $ 64,924
Lloyd's syndicates 633 6,256 (364) 10,363
-------- -------- -------- --------
Total revenues $ 13,555 $ 38,495 $ 50,400 $ 75,287
======== ======== ======== ========
6
Three months Six months
-------------------- --------------------
Net income: 2002 2001 2002 2001
-------- -------- -------- --------
Worldwide property
catastrophe reinsurance $ 24,587 $ 10,645 $ 40,671 $ 30,406
Lloyd's syndicates (420) (954) (3,235) (1,522)
-------- -------- -------- --------
Net income $ 24,167 $ 9,691 $ 37,436 $ 28,884
======== ======== ======== ========
Note 5 Underwriting Activities
The components of premiums written and earned for the three and six months ended
June 30, 2002 and 2001 are as follows:
Three months Six months
-------------------- ---------------------
2002 2001 2002 2001
-------- -------- --------- --------
Gross premiums written $ 20,213 $ 39,618 $ 101,779 $ 99,653
Ceded premiums written (67,475) (2,503) (100,486) (21,666)
-------- -------- --------- --------
Net premiums written $(47,262) $ 37,115 $ 1,293 $ 77,987
======== ======== ========= ========
Gross premiums earned $ 35,113 $ 37,082 $ 76,258 $ 66,609
Ceded premiums earned (33,486) (9,269) (46,517) (17,168)
-------- -------- --------- --------
Net premiums earned $ 1,627 $ 27,813 $ 29,741 $ 49,441
======== ======== ========= ========
Note 6 Accounting Standards
Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 142 which amended the accounting for goodwill and other intangible
assets. This new statement required the Company to credit the negative goodwill
balance of $11,586 to operations as of January 1, 2002 as a cumulative effect of
change in accounting principle.
The following table presents the pro forma effect on net income for the quarter
and six months ended June 30, 2001 had this accounting standard been effective
January 1, 2001, as compared to net income for the quarter and six months ended
June 30, 2002.
Three Months Six Months
------------------- -------------------
2002 2001 2002 2001
-------- -------- -------- --------
Reported net income $ 24,167 $ 9,691 $ 37,436 $ 28,884
Less: goodwill accretion -- 122 -- 244
Cumulative effect of change
in accounting for goodwill -- -- 11,586 --
-------- -------- -------- --------
Adjusted net income $ 24,167 $ 9,569 $ 25,850 $ 28,640
======== ======== ======== ========
Note 7 Credit Agreement
Concurrent with the Trenwick/LaSalle business combination in September of 2000,
Trenwick America Corporation and Trenwick Holdings Limited, Trenwick's U.S. and
U.K. holding companies, entered into an amended and restated $490,000 credit
agreement with various lending institutions. The credit agreement consisted of
both a $260,000 revolving credit facility and a $230,000 letter of credit
facility. The revolving credit facility was subsequently converted into a
four-year term loan and repaid on June 17, 2002. The letter of credit facility
may only be used to support the Lloyd's syndicate participations of Trenwick's
subsidiaries. As of June 30, 2002, $230,000
7
of letters of credit remain outstanding under the credit facility. The letter of
credit facility is scheduled to expire in November 2002. In the event that
Trenwick is unable to renew the current letter of credit facility, obtain a
replacement letter of credit facility, post sufficient collateral to support its
Lloyd's underwriting activities or obtain an alternative form of Lloyd's capital
support, it will be required to reduce or cease its underwriting activities at
Lloyd's for the 2003 year of account.
The credit agreement contains general covenants and restrictions as well as
financial covenants relating to, among other things, Trenwick'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 June 30,
2002, Trenwick was in compliance with the credit agreement covenants.
If Trenwick is unable to meet the credit agreement's financial covenants, it may
be required to collateralize the outstanding letters of credit issued under the
credit agreement through additional financing, asset sales, subsidiary dividends
or similar transactions.
Trenwick's ability to refinance its existing letter of credit 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'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. On August 2, 2002, Standard & Poor's
Corporation further lowered Trenwick's senior debt ratings to BB. Trenwick's
ability to refinance its outstanding letter of credit obligations, as well as
the cost of such borrowings, could be adversely affected by these ratings
downgrades or if its ratings were downgraded further.
Should Trenwick's subsidiaries be unable to meet any letter of credit
reimbursement obligations as they fall due, and such repayments are not
refinanced, the Company would become liable for such repayments under the terms
of guarantees under the credit agreement. No liability for any such amounts has
been reflected in the Company's financial statements. Because Trenwick America
Corporation, Trenwick Holdings Ltd. and Trenwick are holding companies, their
principal source of funds consists of permissible dividends, tax allocation
payments and other statutorily permissible payments from their respective
operating subsidiaries. As a result of recent losses incurred by Trenwick's
operating subsidiaries, their cash distribution capacities have been
significantly reduced.
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion highlights material factors affecting the results of
operations of LaSalle Re Holdings Limited (the "Company") for the three and six
months ended June 30, 2002 and 2001. This discussion and analysis should be read
in conjunction with the unaudited interim financial statements and notes thereto
of the Company 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 LaSalle Re Holdings Ltd. for the year ended December 31, 2001.
Overview
On September 27, 2000, the Company and LaSalle Re completed a business
combination with Trenwick Group Ltd. ("Trenwick") and Trenwick Group Inc. (the
"Trenwick/LaSalle business combination"). Under the terms of the business
combination, the common shareholders of the Company, Trenwick, Trenwick Group
Inc., and the minority shareholders of LaSalle Re Limited, exchanged their
shares on a one-for-one basis for shares in Trenwick. Following this
transaction, the Company became a wholly owned subsidiary of Trenwick.
Prior to April 1, 2002, the Company underwrote primarily property catastrophe
reinsurance on a worldwide basis through its subsidiary, LaSalle Re Limited
("LaSalle Re").
Effective April 1, 2002, the Company and Trenwick sold the in-force property
catastrophe reinsurance business of its subsidiary, LaSalle Re to Endurance
Specialty Insurance, Ltd. ("Endurance"). The sale was effected through a 100%
quota share reinsurance agreement, with Endurance paying Trenwick a ceding
commission of 25% of premiums ceded under the quota share agreement and
additional profit sharing of 50% if the losses do not exceed a loss ratio of
45%. In addition, Endurance will have the right to renew LaSalle Re's in-force
business as it expires in exchange for a 12.5% commission on the business
renewed. Included in the 2002 second quarter results are $6.7 million in ceding
commissions earned on the quota share with Endurance. The loss on sale of
in-force business recorded during the second quarter of 2002 of $2.9 million
represents the net of the non-recurring revenue and expense items incurred as a
result of the sale.
Through LaSalle Re Corporate Capital, the Company also provided capital support
to selected Lloyd's syndicates which individually wrote the following lines of
business: direct and facultative property insurance; marine reinsurance; and
professional indemnity, directors and officers insurance and bankers blanket
bond business. The Company ceased to actively underwrite at Lloyd's effective
December 31, 2000. Therefore, with effect from January 1, 2001, the Company's
financial results will only be impacted by changes in estimates relating to open
underwriting years results, which are currently 1999 and 2000.
LaSalle Re, the Company's principal subsidiary is rated B++ by A.M. Best Company
and has been assigned a BBB financial strength rating by 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 June 30, 2002 and 2001
2002 2001 Change
-------- -------- --------
(in thousands)
Underwriting income (loss) $ 15,195 $ (1,735) $ 16,930
Net investment income 7,080 9,776 (2,696)
Foreign currency (losses) gains (68) 744 (812)
Accretion of goodwill -- 122 (122)
-------- -------- --------
Operating income 22,207 8,907 13,300
Net realized investment gains 4,848 784 4,064
Loss on sale of LaSalle Re's in-force
reinsurance business before commission
income on quota share contract (2,888) -- (2,888)
-------- -------- --------
Net income $ 24,167 $ 9,691 $ 14,476
======== ======== ========
Operating income of $22.2 million in the three months ended June 30, 2002
represented a $13.3 million increase compared to operating income of $8.9
million recorded in the three months ended June 30, 2001. The increase was
primarily due to improved underwriting results, offset in part by a decrease in
net investment income.
Underwriting income (loss)
The Company produced an underwriting income of $15.2 million in the second
quarter of 2002 compared to an underwriting loss of $1.7 million in the second
quarter of 2001. Details of underwriting income and loss are produced below:
2002 2001 Change
-------- -------- --------
(in thousands)
Net premiums earned $ 1,627 $ 27,813 $(26,186)
-------- -------- --------
Claims and claims expenses
incurred (12,886) 20,231 (33,117)
Acquisition costs & underwriting
expenses (682) 9,317 (9,999)
-------- -------- --------
Total expenses (13,568) 29,548 (43,116)
-------- -------- --------
Net underwriting income (loss) $ 15,195 $ (1,735) $ 16,930
======== ======== ========
Loss ratio N/M 72.7% N/M
Underwriting expense ratio N/M 33.5% N/M
Combined ratio N/M 106.2% N/M
The underwriting income of $15.2 million in the second quarter of 2002
represented a $16.9 million increase compared to the second quarter of 2001. The
increase resulted from favorable development in prior period loss reserves,
combined with the absence of catastrophe losses in 2002 and the ceding
commission earned on the Endurance transaction.
The loss, underwriting expense and combined ratios are listed as not meaningful
for the second quarter of 2002 because, with the completion of the Endurance
transaction, virtually all of the Company's premiums have been ceded to
Endurance.
10
Premiums written
Gross premiums written for the second quarter of 2002 were $20.2 million
compared to $39.6 million for the second quarter of 2001, a decrease of $19.4
million or 49.0%. Details of gross premiums written are provided below:
2002 2001 Change
-------- -------- --------
(in thousands)
Property catastrophe
U.S $ 7,024 $ 17,420 $(10,396)
International 7,601 10,830 (3,229)
-------- -------- --------
Total property catastrophe 14,625 28,250 (13,625)
Other lines 2,773 5,012 (2,239)
Lloyd's 330 3,175 (2,845)
Fronted premiums, premium
adjustments, reinstatement
premiums & no claims bonuses 2,485 3,181 (696)
-------- -------- --------
Gross premiums written $ 20,213 $ 39,618 $(19,405)
======== ======== ========
The decrease in gross premiums written was primarily a result of the Endurance
transaction, whereby the Company ceased writing property catastrophe reinsurance
business after April 1, 2002.
Premiums earned
2002 2001 Change
-------- -------- --------
(in thousands)
Gross premiums written $ 20,213 $ 39,618 $(19,405)
Change in gross unearned
premiums 14,900 (2,536) 17,436
Gross premiums earned 35,113 37,082 (1,969)
-------- -------- --------
Gross premiums ceded (67,475) (2,503) (64,972)
Change in ceded unearned
premiums 33,989 (6,766) 40,755
-------- -------- --------
Ceded premiums earned (33,486) (9,269) (24,217)
-------- -------- --------
Net premiums earned $ 1,627 $ 27,813 $(26,186)
======== ======== ========
Gross premiums ceded for the three months ended June 30, 2002 were $67.5 million
compared to $2.5 million for the three months ended June 30, 2001. The increase
of $65.0 million was due to the 100% quota share contract with Endurance which
included the cession of approximately $68.8 million of premiums of which $50.7
million represented in-force premiums that had been recorded as gross written
premiums during the first quarter of 2002.
Net premiums earned for the three months ended June 30, 2002 were $1.6 million
compared to $27.8 million for the three months ended June 30, 2001. The decrease
of $26.2 million was due to the Endurance quota share reinsurance contract as
noted above.
11
Claims and claims expenses
Claims and claims expenses for the three months ended June 30, 2002 were $(12.9)
million compared to $20.2 million for the same period in 2001, a decrease of
$33.1 million. The decrease is a result of favorable loss reserve development of
approximately $12.1 million applicable to prior periods recorded during the
quarter, combined with the sale of the Company's in-force business to Endurance.
Acquisition costs and underwriting expenses
2002 2001 Change
-------- -------- --------
Policy acquisition costs $ (2,143) $ 6,235 $ (8,378)
Underwriting costs 1,461 3,081 1,620
-------- -------- --------
Total underwriting expenses $ (682) $ 9,316 $ (9,998)
======== ======== ========
Underwriting expense ratio N/M 33.5% N/M
======== ======== ========
Total underwriting expenses, comprising policy acquisition costs and
underwriting expenses for the second quarter of 2002 decreased $10.0 million
compared to underwriting expenses for the second quarter of 2001. Policy
acquisition costs are positive due to ceding commissions of approximately $6.7
million earned by the Company during the quarter on the Endurance transaction,
which exceeded policy acquisition costs incurred for the same period.
Underwriting costs have declined due to a reduction in overhead expenses
following the completion of the Endurance transaction.
The underwriting expense ratio for the second quarter of 2002 is listed as not
meaningful because, with the completion of the Endurance transaction, virtually
all of the Company's premiums have been ceded to Endurance.
Net investment income
2002 2001 Change
-------- -------- --------
(in thousands)
Average invested assets $510,293 $581,682 $(71,389)
Average annualized yields 5.5% 6.4% (0.9)%
Net Investment income - portfolio $ 7,219 $ 9,238 $ (2,019)
Investment income - non-portfolio 57 722 (665)
Investment expenses (196) (184) (12)
-------- -------- --------
Net investment income $ 7,080 $ 9,776 $ (2,696)
======== ======== ========
Net investment income for the three months ended June 30, 2002 was $7.1 million
compared to $9.8 million for the same period in 2001. The decrease of $2.7
million was due to the overall decline in market yields during the first half of
2002.
Foreign currency (losses) gains
The Company recorded foreign currency losses of $0.1 million for the three
months ended June 30, 2002, compared to a gain of $0.7 million for the three
months ended
12
June 30, 2001. The loss was the result of a decline in the value of the U.S.
dollar during the 2002 second quarter.
Non-operating income and expenses
Net realized gains on investments were $4.8 million during the three months
ended June 30, 2002, compared to $0.8 million for the three months ended June
30, 2001. The gains in 2002 were a result of security sales executed in order to
fund the return of capital of $258 million to Trenwick.
The loss on sale of in-force business to Endurance recorded during the second
quarter of 2002 represents the non-recurring revenue and expense items incurred
as a result of the sale of the business of LaSalle Re to Endurance.
Results of Operations - Six Months Ended June 30, 2002 and 2001
2002 2001 Change
-------- -------- --------
(in thousands)
Underwriting income $ 8,397 $ 3,049 $ 5,348
Net investment income 15,415 19,234 (3,819)
Foreign currency losses (318) (11) (307)
Accretion of goodwill -- 244 (244)
-------- -------- --------
Operating income 23,494 22,516 (978)
Net realized investment gains 5,244 6,368 (1,124)
Loss on sale of LaSalle Re's in-force
reinsurance business before commission
income on quota share contract (2,888) -- (2,888)
Cumulative effect of change in
accounting principle 11,586 -- 11,586
-------- -------- --------
Net income $ 37,436 $ 28,884 $ 8,552
======== ======== ========
Operating income of $23.5 million for the six months ended June 30, 2002
represented a $1.0 million increase compared to operating income of $22.5
million recorded in the six months ended June 30, 2001.
Underwriting income
The Company produced underwriting income of $8.4 million in the first half of
2002 compared to underwriting income of $3.0 million in the first half of 2001.
Details of underwriting income are produced below:
2002 2001 Change
-------- -------- --------
(in thousands)
Net premiums earned $ 29,741 $ 49,441 $(19,700)
-------- -------- --------
Claims and claims expenses
incurred 17,302 30,633 (13,331)
Acquisition costs & underwriting
expenses 4,042 15,759 (11,717)
-------- -------- --------
Total expenses 21,344 46,392 (25,048)
-------- -------- --------
Net underwriting income $ 8,397 $ 3,049 $ 5,348
======== ======== ========
Loss ratio 58.2% 62.0% (3.8)%
Underwriting expense ratio 13.6% 31.9% (18.3)%
Combined ratio 71.8% 93.9% (22.1)%
13
Underwriting income of $8.4 million in the first half of 2002 represented a $5.4
million increase compared to the underwriting income of $3.0 million in the
first half of 2001. The increase in underwriting income was due to favorable
development on prior period loss reserves recorded during the second quarter of
2002 combined with the ceding commission earned on the Endurance transaction
offset in part by additional losses recorded during the first quarter of 2002
related to the September 11th terrorist attacks.
The decrease in the combined ratio for the first six months of 2002 compared to
the same period in 2001 is principally the result of the Endurance transaction
under which virtually all of the Company's premiums during the second quarter of
2002 were ceded to Endurance.
Premiums written
Gross premiums written for the first six months of 2002 were $101.8 million
compared to $99.7 million for the first six months of 2001, an increase of $2.1
million. Details of gross premiums written are provided below:
2002 2001 Change
-------- -------- --------
(in thousands)
Property catastrophe:
U.S $ 45,337 $ 47,635 $ (2,298)
International 36,688 30,290 6,398
-------- -------- --------
Total property catastrophe 82,025 77,925 4,100
Other lines 14,775 16,165 (1,390)
Lloyd's 558 3,174 (2,616)
Fronted premiums, premium
adjustments, reinstatement
premiums & no claims bonuses 4,421 2,389 2,032
-------- -------- --------
Gross premiums written $101,779 $ 99,653 $ 2,126
======== ======== ========
The increase in premiums written for the first six months of 2002 was a result
of the increased rate environment offset by the sale of the in-force reinsurance
business as of April 1, 2002 to Endurance.
Premiums earned
2002 2001 Change
-------- -------- --------
(in thousands)
Gross premiums written $101,779 $ 99,653 $ 2,126
Change in gross unearned
premiums (25,521) (33,044) 7,523
-------- -------- --------
Gross premiums earned 76,258 66,609 9,649
-------- -------- --------
Gross premiums ceded (100,486) (21,666) (78,820)
Change in ceded unearned
premiums 53,969 4,498 49,471
-------- -------- --------
Ceded premiums earned (46,517) (17,168) (29,349)
-------- -------- --------
Net premiums earned $ 29,741 $ 49,441 $(19,700)
======== ======== ========
14
Gross premiums ceded for the six months ended June 30, 2002 were $100.5 million
compared to $21.7 million for the six months ended June 30, 2001. The increase
of $78.8 million was due to the ceding of the Company's in-force business as of
April 1, 2002 to Endurance.
Net premiums earned for the six months ended June 30, 2002 were $29.7 million
compared to $49.4 million for the six months ended June 30, 2001. The decrease
of $19.7 million was due to the ceding of the Company's in-force business as of
April 1, 2002 to Endurance.
Claims and claims expenses
Claims and claims expenses for the six months ended June 30, 2002 were $17.3
million compared to $30.6 million for the same period in 2001, a decrease of
$13.3 million. The decrease in claims and claims expenses in 2002 resulted from
favorable development in prior period loss reserves offset in part by $21.7
million of additional losses recorded in the first half of 2002 related to the
September 11th terrorist attacks.
Acquisition costs and underwriting expenses
2002 2001 Change
-------- -------- --------
(in thousands)
Policy acquisition costs $ 1,093 $ 9,967 $ (8,874)
Underwriting costs 2,949 5,792 (2,843)
-------- -------- --------
Total underwriting expenses $ 4,042 $ 15,759 $(11,717)
======== ======== ========
Underwriting expense ratio 13.6% 31.9% (18.3)%
======== ======== ========
Total underwriting expenses, comprising policy acquisition costs and
underwriting expenses for the first six months of 2002 decreased $11.7 million
compared to underwriting expenses for the first six months of 2001. Policy
acquisition costs are lower due to the ceding commission of $6.7 million earned
during the second quarter on the Endurance transaction. Underwriting costs have
decreased due to a reduction in overhead expenses following the completion of
the Endurance transaction.
Net investment income
2002 2001 Change
--------- --------- ---------
(in thousands)
Average invested assets $ 520,770 $ 568,447 $ (47,677)
Average annualized yields 6.1% 6.4% (0.3)%
Investment income - portfolio $ 15,887 $ 18,452 $ (2,565)
Investment income - non-portfolio (114) 1,155 (1,269)
Investment expenses (358) (373) (15)
--------- --------- ---------
Net investment income $ 15,415 $ 19,234 $ (3,819)
========= ========= =========
Net investment income for the six months ended June 30, 2002 was $15.4 million
compared to $19.2 million for the same period in 2001. The decrease of $3.8
million was due to the overall decline in market yields during 2002.
15
Foreign currency losses
The Company recorded foreign currency losses of $0.3 million for the six months
ended June 30, 2002, relatively unchanged from the same period in 2001.
Non-operating income and expenses
Net realized gains on investments were $5.2 million during the six months ended
June 30, 2002, compared to $6.4 million for the six months ended June 30, 2001.
The gains in 2002 were a result of security sales executed in order to fund the
return of capital of $258 million to Trenwick. The gains in 2001 resulted from a
change in composition of the investment portfolio due to a change in investment
managers.
The Company adopted Statement of Financial Accounting Standards No. 142
effective January 1, 2002. As a result, the Company wrote off its negative
goodwill as of January 1, 2002 as a cumulative effect of change in accounting
principle, which increased net income for the six months ended June 30, 2002 by
$11.6 million.
The loss on sale of in-force business to Endurance recorded during the second
quarter of 2002 represents the net of the non-recurring revenue and expense
items incurred as a result of the sale.
Liquidity and Capital Resources
As of June 30, 2002, the Company's consolidated investments and cash totaled
$358.0 million as compared to $618.8 million at December 31, 2001. Both balances
included a loan to Trenwick of $75.0 million. Interest is charged on this loan
at a rate equal to that generated by the Company's investment portfolio and the
loan is repayable upon demand. The decrease of $260.8 million resulted from an
advance of $258.0 million to Trenwick.
As of June 30, 2002, the Company's consolidated shareholder equity totaled
$203.0 million compared to $437.6 million at December 31, 2001. The decrease of
$234.6 million was primarily a result of the advance to Trenwick referred to
above.
Cash provided by the Company's operating activities for the six months ended
June 30, 2001 was $5.7 million compared to cash provided of $22.6 million in the
comparable period of 2001. The reduction of cash flow from operations was due
primarily to an overall increase in premiums ceded as a result of the Endurance
transaction.
Net cash for investing activities during the six months ended June 30, 2002 was
$237.8 million compared to $30.9 million used for investing activities for the
same period in 2001. The increase was used to fund the $258.0 million advance to
Trenwick.
Net cash used in financing activities during the six months ended June 30, 2002
included $4.0 million of dividends paid to common shareholders, an increase of
$0.5 million over the comparable period in 2001 and $3.2 million of dividends to
preferred shareholders which was comparable to the 2001 period, and a $258.0
million advance to Trenwick.
16
Financings, Financing Capacity and Capitalization
Concurrent with the Trenwick/LaSalle business combination in September of 2000,
Trenwick America Corporation and Trenwick Holdings Limited, the Company's U.S.
and U.K. holding affiliates, 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 was subsequently
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 the Company and Trenwick 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's subsidiaries. The letter of credit facility is
scheduled to expire in November 2002. In the event that Trenwick is unable to
renew the current letter of credit facility, obtain a replacement letter of
credit facility, post sufficient collateral to support its Lloyd's underwriting
activities or obtain an alternative form of Lloyd's capital support, it will be
required to reduce or cease its underwriting activities at Lloyd's for the 2003
year of account.
The credit agreement contains general covenants and restrictions as well as
financial covenants relating to, among other things, Trenwick'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 June 30,
2002, Trenwick was in compliance with the credit agreement covenants.
On April 12, 2002, Trenwick, 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 to pledge its
shares of the Company and LaSalle Re 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'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's interest coverage ratio for the quarter ending June 30,
2002 was 2.1 to 1. The amendment adjusted the minimum tangible net worth
Trenwick must maintain to the following base amounts plus 50% of net income
earned during the period:
Minimum Tangible
Time Period 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
17
Trenwick's consolidated tangible net worth as defined by the terms of the credit
facility was $493.3 million at June 30, 2002.
A previous amendment adjusted downward the minimum risk-based capital
requirement for Trenwick'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%.
The amendment increased the applicable margin on the interest paid by Trenwick
by 1% and added an additional .5% fee payable by Trenwick in the event the
letters of credit outstanding are not secured in accordance with the following
schedule:
Date Percentage of Outstanding Indebtedness
---- --------------------------------------
September 30, 2002 40%
June 30, 2003 60%
June 30, 2004 80%
On June 17, 2002, Trenwick repaid in full the outstanding $195 million in
principal amount of term loan indebtedness under the credit facility. As of June
30, 2002, $230 million of letters of credit remain outstanding under the credit
facility.
Trenwick'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'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. On August 2, 2002, Standard & Poor's
Corporation further lowered Trenwick's senior debt ratings to BB. Trenwick's
ability to refinance its outstanding debt obligations, as well as the cost of
such borrowings, could be adversely affected by these ratings downgrades or if
its ratings were downgraded further.
Should Trenwick be unable to meet any letter of credit reimbursement obligations
the loan repayments as they fall due, and such repayments are not refinanced,
the Company would become liable for such repayments under the terms of the
guarantees. No liability for any such amounts has been reflected in the
Company's financial statements. Because Trenwick America Corporation, Trenwick
Holdings Ltd. and Trenwick are holding companies, their principal source of
funds consists of permissible dividends, tax allocation payments and other
statutorily permissible payments from their respective operating subsidiaries.
As a result of recent losses incurred by Trenwick's other operating
subsidiaries, their cash distribution capacities have been significantly
reduced.
Quantitative and Qualitative Disclosure About Market Risk
The Company has 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, the
18
Company 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.
Catastrophe Equity Put
On September 27, 2000, Trenwick assumed the benefits and obligations of the
Company 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 to raise up to
$55 million of equity, through the issue of convertible preferred shares to
European Reinsurance Company of Zurich ("European Re"), a subsidiary of Swiss
Reinsurance Company, 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 at any time following their issuance. In addition, European Re can
convert its preferred shares into common shares of Trenwick at any time after
they have been outstanding for five years or upon a change in control of
Trenwick or a decline in Trenwick's net worth below a specified level.
Conversion is at the greater of the book value of Trenwick 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 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.
On July 1, 2002, Trenwick commenced an arbitration proceeding seeking $55
million in damages and other relief against European Re. The claims arise out of
European Re's failure to meet its obligations under the catastrophe equity put.
European Re has named an arbitrator and Trenwick is required to name an
arbitrator on or before August 30, 2002.
Accounting Standards
Effective January 1, 2002, the Company 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 the Company to credit its negative goodwill balance of $11.6
million to operations as of January 1, 2002 as a cumulative effect of an
accounting change.
Safe Harbor Disclosure
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company 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, the Company in this Quarterly
Report on Form 10-Q and in press releases, written statements or documents filed
with the Securities and Exchange Commission, or in its communications and
discussions with investors and analysts in the normal course of business through
meetings, telephone 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
19
operations, common shareholders' equity (including book value per share),
investments, financing needs, capital plans, dividends, plans relating to
products or services of the Company 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 the Company'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 United States and international
reinsurance or primary insurance markets that affect the volume or
profitability of the Company'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 the Company to execute its strategies in its
property/casualty operations;
- - Catastrophe losses in the Company's United States 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, particularly with regards to the
September 11th terrorist attacks;
- - Changes in inflation that affect the profitability of the Company's
current property/casualty business or the adequacy of its
property/casualty claims and claims expense liabilities and policy benefit
liabilities related to prior years' business;
- - Changes in the Company's 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 the Company's retrocessionaires or reinsurers;
- - Increases in interest rates, which may cause a reduction in the market
value of the Company's fixed income portfolio, and its common
shareholders' equity;
- - Decreases in interest rates which may cause a reduction of income earned
on cash flow from operations and the reinvestment of the proceeds from
sales or maturities of existing investments;
- - Changes in the composition of the Company's investment portfolio;
20
- - Credit losses on the Company'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 United States federal or state legislation subjecting the
Company and its subsidiaries to United States taxation;
- - A contention by the United States Internal Revenue Service that the
Company 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 the Company's capital needs;
- - The ability of Trenwick to refinance or repay its outstanding
indebtedness;
- - Changes in the financial strength ratings assigned to the Company and its
operating subsidiaries.
In addition to the factors outlined above that are directly related to the
Company's businesses, the Company is also subject to general business risks,
including, but not limited to, adverse 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 the Company does not intend to update any forward-looking
statement or the foregoing list of important factors. By this cautionary note
the Company intends to avail itself of the safe harbor from liability in respect
of forward-looking statements provided by Section 27A and Section 21E referred
to above.
21
LaSalle Re Holdings Limited
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On July 1, 2002, Trenwick, the Company's ultimate parent company,
commenced an arbitration proceeding seeking $55 million in damages
and other relief against European Reinsurance Company of Zurich, a
subsidiary of Swiss Reinsurance Company. The claims arise out of
European Re's failure to meet its obligations under a catastrophe
equity put agreement, which entitled Trenwick to raise up to $55
million of equity through the issuance of convertible preferred
shares to European Re in the event there was a qualifying
catastrophic event or events occurring prior to January 1, 2002. The
terrorist attacks of September 11, 2001 constituted a qualifying
catastrophic event and Trenwick delivered notice of exercise of the
catastrophe equity put on March 28, 2002. Since commencement of the
arbitration, European Re has named its arbitrator. Trenwick is
required to name its arbitrator by August 30, 2002.
In addition, the Company is party to various legal proceedings
arising in the normal course of its business. The Company does not
believe that the eventual outcome of any such proceeding will have a
material effect on its financial condition or business. The
Company's subsidiaries are regularly engaged in the investigation
and defense of claims arising out of the conduct of their business.
Pursuant to the Company'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
99.1 Certification of the Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
22
99.2 Certification of the Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) The following reports on From 8-K were filed during the quarter
ended June 30, 2002:
Date of Report Item Reported
- -------------- -------------
May 16, 2002 Sale of the business of LaSalle Re to Endurance Specialty
Insurance, Ltd.
June 17, 2002 Repayment by Trenwick America Corporation of $195 million
principal amounts of outstanding term loans under its bank
credit facility.
July 1, 2002 Commencement of arbitration against European Reinsurance
Company of Zurich related to Catastrophe Equity Securities
Issuance Option Agreement
23
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.
LaSalle Re Holdings Limited
Date: 8/14/02 By: /s/ James F. Billett, Jr.
-------- -------------------------------------
Name: James F. Billett, Jr.
Title: Chairman, President
and Chief Executive Officer
Date: 8/14/02 By: /s/ Ginette Handfield
-------- --------------------------------------
Name: Ginette Handfield
Title: Senior Vice President and
Chief Financial Officer
24