SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 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)
Bermuda 98-0232340
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
LOM Building, 27 Reid Street
Hamilton HM 11, Bermuda
(Address of principal executive offices) (zip code)
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 November 12, 2002
- ------------------------------ ----------------------------
Common Shares - $.10 par value 36,787,063
TRENWICK GROUP LTD.
INDEX TO FORM 10-Q
PART I - FINANCIAL INFORMATION
Page
----
ITEM 1. Unaudited Consolidated Financial Statements
Consolidated Balance Sheet
September 30, 2002 and December 31, 2001 ............................ 1
Consolidated Statement of Operations and Comprehensive Income
Three and Nine Months Ended September 30, 2002 and 2001 ............. 2
Consolidated Statement of Cash Flows
Three and Nine Months Ended September 30, 2002 and 2001 ............. 3
Consolidated Statement of Changes in Common Shareholders' Equity Nine
Months Ended September 30, 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 ............................................... 18
ITEM 3. Quantitative and Qualtitative Disclosures about Market Risk ......... 36
ITEM 4. Controls and Procedures ............................................. 36
PART II - OTHER INFORMATION
ITEM 1. Legal proceedings ................................................... 38
ITEM 2. Changes in Securities and Use of Proceeds ........................... 38
ITEM 3. Defaults Upon Senior Securities ..................................... 38
ITEM 4. Submission of Matters to a Vote of Security Holders ................. 39
ITEM 5. Other Information ................................................... 39
ITEM 6. Exhibits and Reports on Form 8-K .................................... 39
Signatures .................................................................. 40
-i-
Trenwick Group Ltd.
Consolidated Balance Sheet
(Amounts expressed in thousands of United States dollars,
except share and per share data)
September 30, 2002 and December 31, 2001
(Unaudited)
2002 2001
----------- -----------
ASSETS
Debt securities available for sale, at fair value $ 2,024,147 $ 1,960,600
Equity securities at fair value 24,752 24,164
Cash and cash equivalents 320,514 331,350
Accrued investment income 25,867 38,278
Premiums receivable 608,835 535,281
Reinsurance recoverable balances, net 1,941,285 1,411,469
Prepaid reinsurance premiums 278,103 197,169
Deferred policy acquisition costs 127,112 115,870
Net deferred income taxes 83,030 139,926
Goodwill -- 41,653
Other assets 178,571 132,795
----------- -----------
Total assets $ 5,612,216 $ 4,928,555
=========== ===========
LIABILITIES
Unpaid claims and claims expenses $ 3,728,112 $ 3,032,748
Unearned premium income 738,011 612,290
Reinsurance balances payable 426,548 225,255
Indebtedness 88,524 291,263
Other liabilities 125,829 125,554
----------- -----------
Total liabilities 5,107,024 4,287,110
----------- -----------
MINORITY INTEREST
Mandatorily redeemable preferred capital securities
of subsidiary trust holding solely junior subordinated
debentures of U.S. subsidiary 68,308 68,119
Minority interest in preferred shares of
Bermuda subsidiary 75,000 75,000
----------- -----------
Total minority interest 143,308 143,119
----------- -----------
CONVERTIBLE PREFERRED SHARES 40,000 --
----------- -----------
COMMON SHAREHOLDERS' EQUITY
Common shares, $0.10 par value, 36,787,063 and
36,845,141 shares issued and outstanding 3,679 3,685
Additional paid in capital 576,800 578,018
Deferred compensation under share award plans (2,968) (4,766)
Accumulated deficit (294,228) (101,830)
Accumulated other comprehensive income 38,601 23,219
----------- -----------
Total common shareholders' equity 321,884 498,326
----------- -----------
Total liabilities, minority interest convertible
preferred shares and common shareholders' equity $ 5,612,216 $ 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 and Nine Months Ended September 30, 2002 and 2001
Three Months Nine Months
---------------------- ----------------------
2002 2001 2002 2001
--------- --------- --------- ---------
REVENUES
Net premiums earned $ 194,823 $ 239,862 $ 738,108 $ 667,208
Net investment income 24,401 30,770 81,541 96,141
Net realized investment gains (losses) (3,119) (3,302) 2,295 7,828
Other income 2,191 1,233 7,829 3,285
--------- --------- --------- ---------
Total revenues 218,296 268,563 829,773 774,462
--------- --------- --------- ---------
EXPENSES
Claims and claims expenses incurred 192,947 264,344 594,549 638,176
Policy acquisition costs 69,577 75,017 217,492 197,473
Underwriting expenses 20,122 21,352 63,810 56,892
General and administrative expenses 6,005 3,845 13,981 15,122
Loss on sale of LaSalle's in-force
reinsurance business before commission
income on quota share contract -- -- 7,008 --
Interest expense and subsidiary
preferred share dividends 8,289 9,601 29,106 30,054
Foreign currency losses 3,805 1,397 4,965 2,932
--------- --------- --------- ---------
Total expenses 300,745 375,556 930,911 940,649
--------- --------- --------- ---------
Loss before income taxes and cumulative
effect of change in accounting principle (82,449) (106,993) (101,138) (166,187)
Applicable income taxes (benefit) 54,463 (10,886) 44,894 (38,187)
--------- --------- --------- ---------
Net loss before cumulative effect
of change in accounting principle (136,912) (96,107) (146,032) (128,000)
Cumulative effect of change in accounting principle -- -- (41,653) --
--------- --------- --------- ---------
Net loss (136,912) (96,107) (187,685) (128,000)
Dividends on convertible preferred shares 298 -- 298 --
--------- --------- --------- ---------
Net loss available to common shareholders $(137,210) $ (96,107) $(187,983) $(128,000)
========= ========= ========= =========
EARNINGS PER SHARE:
Basic and diluted loss per
common share before cumulative effect
of change in accounting principle $ (3.73) $ (2.61) $ (3.98) $ (3.48)
Cumulative effect of change in accounting principle -- -- (1.13) --
--------- --------- --------- ---------
Basic and diluted loss
per common share $ (3.73) $ (2.61) $ (5.11) $ (3.48)
========= ========= ========= =========
COMPREHENSIVE INCOME (LOSS):
Net loss $(136,912) $ (96,107) $(187,685) $(128,000)
--------- --------- --------- ---------
Other comprehensive income (loss):
Net unrealized investment gains 22,215 28,314 20,685 29,607
Foreign currency translation adjustments (7,428) 2,121 (5,303) (2,562)
--------- --------- --------- ---------
Total other comprehensive income 14,787 30,435 15,382 27,045
--------- --------- --------- ---------
Comprehensive loss $(122,125) $ (65,672) $(172,303) $(100,955)
========= ========= ========= =========
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 and Nine Months Ended September 30, 2002 and 2001
Three Months Nine Months
-------------------------- --------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
OPERATING ACTIVITIES
Premiums collected, net of acquisition costs $ 296,769 $ 278,413 $ 1,071,725 $ 741,435
Ceded premiums paid, net of acquisition costs (91,752) (64,293) (382,596) (226,382)
Claims and claims expenses paid (239,433) (220,720) (784,920) (621,610)
Claims and claims expenses recovered 74,502 58,626 199,892 139,179
Underwriting expenses paid (24,598) (18,079) (80,619) (71,620)
----------- ----------- ----------- -----------
Cash (for) from underwriting activities 15,488 33,947 23,482 (38,998)
Net investment income received 30,309 36,491 99,595 116,607
Service and other income received, net of expenses 1,070 332 6,042 112
General and administrative expenses paid (6,881) (6,683) (19,853) (15,682)
Interest expense and
preferred share dividends paid (5,278) (14,486) (17,735) (27,164)
Income taxes (paid) recovered 160 (310) 1,208 (1,007)
----------- ----------- ----------- -----------
Cash from operating activities 34,868 49,291 92,739 33,868
----------- ----------- ----------- -----------
INVESTING ACTIVITIES
Purchases of debt securities (608,176) (369,031) (1,433,669) (1,250,816)
Sales of debt securities 149,966 269,351 853,826 1,002,121
Maturities of debt securities 304,299 33,688 632,480 86,472
Purchases of equity securities -- 90 (83) (2,514)
Sales of equity securities -- 4,718 -- 97,926
Effect on cash of exchange rate translation 3,330 5,773 14,249 (2,625)
Additions to premises and equipment (860) (3,100) (5,600) (5,088)
----------- ----------- ----------- -----------
Cash (for) from investing activities (151,441) (58,511) 61,203 (74,524)
----------- ----------- ----------- -----------
FINANCING ACTIVITIES
Issuance (repayment) of indebtedness (958) -- (200,252) 14,000
Indebtedness issuance costs paid -- (618) (88) (647)
Purchase of capital securities -- -- -- (8,462)
Issuance of common shares 40 36 137 364
Common share dividends paid (1,471) (1,495) (4,415) (4,442)
Issuance of convertible preferred shares 40,000 -- 40,000 --
Share and option repurchases -- -- (160) (311)
Equity put option premium payments -- -- -- (1,319)
----------- ----------- ----------- -----------
Cash from (for) financing activities 37,611 (2,077) (164,778) (817)
----------- ----------- ----------- -----------
Change in cash and cash equivalents (78,962) (11,297) (10,836) (41,473)
Cash and cash equivalents, beginning of period 399,476 280,825 331,350 311,001
----------- ----------- ----------- -----------
Cash and cash equivalents, end of period $ 320,514 $ 269,528 $ 320,514 $ 269,528
=========== =========== =========== ===========
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)
Nine Months Ended September 30, 2002 and 2001
2002 2001
--------- ---------
Common shareholders' equity, beginning of period $ 498,326 $ 652,187
COMMON SHARES AND ADDITIONAL PAID IN CAPITAL
Issuance of 194,116 restricted common shares -- 4,119
Issuance of 19,637 and 20,366 common shares for cash
under employee and director plans 137 363
Purchase and retirement of 18,646 and 14,609 common shares (161) (311)
Cancellation of 59,069 and 5,134 restricted common share awards (1,200) (70)
Compensation recognized under employee program -- 405
Equity put option premiums -- (1,319)
DEFERRED COMPENSATION UNDER SHARE AWARD PLAN
Restricted common shares awarded -- (4,119)
Compensation expense recognized 683 1,121
Cancellation of shares 1,115 70
ACCUMULATED DEFICIT
Net loss (187,685) (128,000)
Common share dividends, $0.12 per share (4,415) (4,443)
Dividends on convertible preferred shares (298) --
ACCUMULATED OTHER COMPREHENSIVE INCOME
Other comprehensive income 15,382 27,045
--------- ---------
Common shareholders' equity, end of period $ 321,884 $ 547,048
========= =========
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 share and per share data)
Three and Nine Months Ended September 30, 2002 and 2001
Note 1 Organization and Basis of Presentation
Organization
Trenwick Group Ltd. ("Trenwick") was formed as a holding company in Bermuda on
December 10, 1999 to acquire two publicly held companies and the minority
interest in a subsidiary of one of those companies (the "business combination").
That transaction was completed on September 27, 2000.
Trenwick's principal subsidiaries underwrite specialty insurance and
reinsurance.
Basis of Presentation
The interim financial statements include the accounts of Trenwick 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 for the year ended December 31, 2001.
Mr. W. Marston Becker, who was appointed Acting Chairman and Acting Chief
Executive Officer of Trenwick in August 2002, has certified Trenwick's Form 10-Q
Report for the third quarter of 2002 in accordance with the requirements of
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
Because Mr. Becker has been employed by Trenwick as its Acting Chairman and
Acting Chief Executive Officer for less then three months, Trenwick emphasizes
that his signature is subject to all of the qualifications and precautionary
statements incorporated in this Form 10-Q Report. Mr. Becker has not been at
Trenwick long enough to have conducted an in-depth review of Trenwick's
accounting and reserving practices. However, Mr. Becker has initiated an
in-depth review of Trenwick's reserving practices, which is expected to be
completed in the fourth quarter of the current fiscal year.
Management notes that Trenwick currently has no information that the current
reserve review will result in any material adjustments to Trenwick's reserves
for losses. If the current reserve review were to reveal any material
adjustments necessary to Trenwick's loss reserves, Trenwick would promptly
disclose such adjustments.
-5-
Note 2 Sale of Property Catastrophe Business of LaSalle Re Limited
Effective April 1, 2002, Trenwick sold the in-force property catastrophe
reinsurance business of its subsidiary, LaSalle Re Limited ("LaSalle") 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's in-force
business as it expires in exchange for a 12.5% commission on the business
renewed. Included in the results for the nine months ended September 30, 2002
are $10,745 in ceding commissions earned on the quota share with Endurance, as
well as $6,907 in amortization of acquisition costs on the related assumed
business.
In connection with this transaction, Trenwick recorded the following
non-recurring revenues and expenses during the nine months ended September 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 and investment banking fees (4,370)
Severance and related expenses (2,814)
-------
Net loss on sale of LaSalle's in-force
reinsurance business before commission
income on quota share contract $(7,008)
=======
Note 3 Lloyd's Capital Transaction
On September 19, 2002, Trenwick Managing Agents Limited entered into an
agreement with National Indemnity Company, a member of the Berkshire Hathaway
group of insurance companies, to increase the total premium capacity of Trenwick
Managing Agents' Syndicate 839 at Lloyd's for the 2002 year of account. National
Indemnity Company provided (pound)62,500 ($99,325) in premium capacity to
Trenwick's Syndicate 839 through (pound)25,000 ($39,730) of additional Lloyd's
funding and (pound)78,750 ($125,150) in premium capacity through a qualifying
quota share reinsurance facility. In return for its capital support, National
Indemnity Company will receive a 41.4% share of the net underwriting result of
Syndicate 839 for the 2002 year of account before ceding commissions and profit
sharing. The qualifying quota share reinsurance facility served to decrease net
earned premiums for the three and nine months ended September 30, 2002 by
$41,322 and increase the net loss for the three and nine months ended September
30, 2002 by $5,520.
Note 4 Segment Information
During the first quarter of 2002, Trenwick amended the basis in which operating
segments are determined. This change followed a realignment of certain lines of
business in Trenwick'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 operational structure,
Trenwick combined its property and casualty reinsurance and property
catastrophe reinsurance into one segment called reinsurance operations.
Trenwick conducted its specialty insurance and reinsurance business in the
following three business segments through the first nine months of 2002:
- - Reinsurance, which includes U.S. treaty reinsurance written principally
through its U.S. subsidiary, Trenwick America Reinsurance Corporation; and
property
-6-
catastrophe reinsurance, through its subsidiary LaSalle, which ceased
underwriting effective April 1, 2002.
- - 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, Trenwick Managing Agents
Limited (formerly Chartwell Managing Agents Limited); and
- - United States specialty program insurance, written principally through The
Insurance Corporation of New York.
On October 30, 2002, Trenwick announced that it would cease underwriting its
U.S. specialty program insurance business effective immediately.
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
at September 30, 2002 and December 31, 2001 and for the three and nine months
ended September 30, 2002 and 2001:
September 30 December 31
2002 2001
------------ -----------
Total assets:
Reinsurance $ 2,145,201 $2,259,616
International operations 2,681,644 1,915,314
U.S. specialty program insurance 681,054 561,991
Lloyd's syndicates runoff and ECRA pool runoff 38,375 99,021
Unallocated 65,942 92,613
------------ -----------
Total assets $ 5,612,216 $4,928,555
============ ===========
Three Months Nine Months
--------------------- ----------------------
2002 2001 2002 2001
--------- --------- --------- ---------
Total revenues:
Reinsurance $ 110,472 $ 115,891 $ 341,154 $ 331,277
International operations 68,217 125,424 384,982 361,244
U.S. specialty program insurance 39,086 24,944 104,872 67,666
Lloyd's syndicates runoff
and ECRA pool runoff 391 1,550 (1,550) 9,052
Unallocated 130 754 315 5,223
--------- --------- --------- ---------
Total revenues $ 218,296 $ 268,563 $ 829,773 $ 774,462
========= ========= ========= =========
-7-
Three Months Nine Months
---------------------- ----------------------
2002 2001 2002 2001
--------- --------- --------- ---------
Net income (loss):
Reinsurance $ (59,398) $ (65,009) $ (32,009) $ (30,406)
International operations (29,030) (16,706) (43,931) (56,889)
U.S. specialty program insurance (12,442) 1,872 (4,800) (4,638)
Lloyd's syndicates runoff
and ECRA pool runoff (5,668) (7,763) (10,614) (9,978)
Unallocated interest expense and
subsidiary preferred share dividends (4,558) (8,315) (18,074) (26,696)
Other unallocated (25,816) (186) (36,604) 607
Change in accounting principle -- -- (41,653) --
--------- --------- --------- ---------
Net loss $(136,912) $ (96,107) $(187,685) $(128,000)
========= ========= ========= =========
Transactions between operating segments have been eliminated in consolidation.
Note 5 Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per
share for the three and nine months ended September 30, 2002 and 2001:
Three Months Nine Months
------------------------ --------------------------
2002 2001 2002 2001
---------- ---------- ---------- ------------
Net loss available to common shareholders $ (137,210) $ (96,107) $ (187,983) $ (128,000)
========== ========== ========== ============
Weighted average shares
outstanding - basic and diluted 36,781,973 36,855,579 36,794,471 36,810,031
========== ========== ========== ============
Basic and diluted loss per common share $ (3.73) $ (2.61) $ (5.11) $ (3.48)
========== ========== ========== ============
For the three and nine months ended September 30, 2002 and 2001, 1,603,319;
1,603,319; 2,934,980 and 2,742,754, 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.
During the nine months ended September 30, 2002, 1,365,181 share options were
cancelled pursuant to the employee stock option exchange program. This voluntary
program offered eligible employees a one-time opportunity to exchange stock
options for new options at a grant price equal to the fair market value of
Trenwick common shares on the new grant date, which is expected to be on or
about December 16, 2002.
Note 6 Underwriting Activities
The components of premiums written and earned for the three and nine months
ended September 30, 2002 and 2001 are as follows:
Three Months Nine Months
-------------------------- --------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Assumed premiums written $ 116,136 $ 225,439 $ 482,268 $ 456,928
Direct premiums written 273,615 142,104 823,024 603,794
----------- ----------- ----------- -----------
Gross premiums written 389,751 367,543 1,305,292 1,060,722
Ceded premiums written (207,445) (124,709) (542,081) (312,273)
----------- ----------- ----------- -----------
Net premiums written $ 182,306 $ 242,834 $ 763,211 $ 748,449
=========== =========== =========== ===========
-8-
Three Months Nine Months
-------------------------- --------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Assumed premiums earned $ 152,304 $ 156,806 $ 457,333 $ 409,144
Direct premiums earned 233,991 190,813 749,401 537,802
----------- ----------- ----------- -----------
Gross premiums earned 386,295 347,619 1,206,734 946,946
Ceded premiums earned (191,472) (107,757) (468,626) (279,738)
----------- ----------- ----------- -----------
Net premiums earned $ 194,823 $ 239,862 $ 738,108 $ 667,208
=========== =========== =========== ===========
Note 7 Convertible Preferred Shares
On September 27, 2000, Trenwick assumed the benefits and obligations of LaSalle
Re Holdings Limited under a $100,000 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 enabled
Trenwick to raise up to $55,000 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 was a qualifying
catastrophic event or events occurring prior to January 1, 2002.
As a result of the terrorist attacks of September 11, 2001, LaSalle Re Limited
incurred in excess of $140,000 in catastrophe losses as defined under the option
agreement and Trenwick delivered notice of exercise of the catastrophe equity
put on March 28, 2002. On July 1, 2002, Trenwick commenced an arbitration
proceeding seeking $55,000 in damages and other relief against European Re. The
claims arose out of European Re's failure to meet its obligations under the
catastrophe equity put. On September 6, 2002, the catastrophe put option was
amended and restated and the pending arbitration proceedings were terminated.
Under the terms of the second restated agreement, European Re purchased 550,000
of Trenwick's Series B Cumulative Perpetual Preferred Shares (the "Series B
Shares") with a liquidation preference of $100 per share for an aggregate
purchase price of $40,000. The Series B Shares bear cumulative dividends,
payable quarterly in arrears, based upon the Series B Shares' Standard & Poor's
rating at LIBOR plus a margin determined in accordance with the following
schedule:
Standard & Poor's Rating LIBOR Margin
BBB- or above 3.75%
BB+ 4.25%
BB 4.50%
BB- 4.75%
Below BB- 6.00%
These factors adjust upward by 0.25% on the third anniversary if the securities
are still unrated, and upward by 0.50% on the fifth anniversary if they are
still unrated. Also, if the Standard & Poor's rating is below BBB- on the fifth
anniversary, the factors adjust upward by an additional 0.50%. The maximum
adjustment based upon these circumstances is 0.75%.
The Series B Shares are convertible into common shares of Trenwick after five
years or upon the occurrence of a "special conversion event" at the greater of
book value or the average thirty-day trading price of the common shares. Special
conversion events are either the occurrence of a change in control without the
written consent of the registered holders of more than 50% of the Series B
shares outstanding ("Change in
-9-
Control Conversion Event"), or the failure of Trenwick to maintain a GAAP net
worth equal to at least $225,000 for a period of more than sixty days ("Net
Worth Conversion Event"). The conversion price of the Series B shares is the
greater of 1) the liquidity factor times the average thirty day stock price
preceding the conversion date, 2) the liquidity factor times book value per
common share or 3) par value of a common share. The liquidity factor will be
calculated as an amount equal to 0.8 if the conversion occurs within 60 days
after a Change in Control Conversion Event or 1.0 if the conversion does not
occur within 60 days after the occurrence of a Change in Control Conversion
Event.
Trenwick has the option to redeem the Series B Shares after the first
anniversary of the issuance, paying an early redemption premium of $2.00 per
share if redeemed before the second anniversary, and $1.00 per share if redeemed
between the second and third anniversary. European Re will be able to transfer
the Series B Shares six months after the date of purchase.
The maximum number of Trenwick common shares that could be required to be issued
upon conversion of the Series B Shares is 550,000,000 which would occur when
both the book value of common stock and the average thirty-day trading price of
the common shares were less than or equal to $0.10 per share. Trenwick currently
has the authority to issue up to 150,000,000 preferred and common shares without
prior authorization from the shareholders and the Board of Directors. Trenwick,
therefore does not currently have the ability to control settlement of the
Series B Shares and has therefore recorded them as temporary equity in the
September 30, 2002 balance sheet. As of September 30, 2002, the Series B shares
would be settled with 6,285,714 common shares upon conversion. The following
table details how changes in the price of Trenwick's common shares or changes in
book value would affect the settlement amounts:
Average market value of
common shares Book value per share
- -------------------------- --------------------------------------------------------------------------------------
$0.10-$0.50 $0.51-$1.00 $1.01-$2.00 $2.01-$5.00 $5.01-$10.00 $10.01-$15.00
----------- ----------- ----------- ----------- ------------ -------------
$0.10-$0.50 550 - 110 108 - 55 54 - 28 27 - 11 11 - 6 5 - 4
$0.51-$1.00 108 - 55 108 - 55 54 - 28 27 - 11 11 - 6 5 - 4
$1.01-$2.00 54 - 28 54 - 28 54 - 28 27 - 11 11 - 6 5 - 4
$2.01-$5.00 27 - 11 27 - 11 27 - 11 27 - 11 11 - 6 5 - 4
$5.01-$10.00 11 - 6 11 - 6 11 - 6 11 - 6 11 - 6 5 - 4
$10.01-$15.00 5 - 4 5 - 4 5 - 4 5 - 4 5 - 4 5 - 4
Range of shares issuable upon conversion (in millions)
-10-
Note 8 Income Taxation
Trenwick's U.S. operations incurred financial accounting losses in 1999 through
2001. Additionally, Trenwick's results during the first nine months of 2002 were
less favorable than anticipated at the beginning of the year. In the absence of
specific favorable factors, application of FASB Statement No. 109, and its
subsequent interpretations require a 100% valuation allowance for any deferred
tax asset when a company has cumulative financial accounting losses, excluding
unusual items, over several years. Accordingly, in the third quarter of 2002, a
100% valuation allowance for the U.S. deferred tax asset was recorded,
increasing our non-cash provision for income taxes and net loss for the third
quarter of 2002 by $57.0 million.
As of September 30, 2002, Trenwick has not recorded a valuation allowance
against the U.K. operating losses on Lloyd's open years of account because
presently, in management's judgment, it is more likely than not that these
amounts will be realized from future operations. Management's judgment is based
on its assessment of business plans and related projections of future taxable
income that reflect significant assumptions about increased premium volume and
improved rates and profitability and the ability to secure letters of credit or
other funding sufficient to support the assumptions about increased premium
volume and profitability. Additionally, management believes it has the ability
to implement tax planning strategies in order to realize these assets. Such
assumptions may be adversely affected by market conditions or Trenwick's ability
to secure sufficient funding to support its underwriting operations. In the
event that, in management's judgment, it is no longer more likely than not that
its net operating losses will be realized from future operations, Trenwick will
be required to record a valuation allowance against its remaining deferred
income tax asset.
Note 9 Accounting Standards
Effective January 1, 2002, Trenwick 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 its
implementation resulted in Trenwick's Bermuda holding company, LaSalle Re
Holdings Limited, crediting negative goodwill of $11,586 to operations as of
January 1, 2002 as a cumulative effect of an accounting change. The statement
also required that the remaining goodwill balance of $53,239 at December 31,
2001 be tested for impairment under either market value or cash flow tests prior
to the reporting of results for the quarter ended June 30, 2002. As a result of
these tests, it was determined that the goodwill was impaired and the entire
remaining goodwill balance was charged to operations as of January 1, 2002 as a
cumulative effect of an accounting change.
The following table presents the pro forma effect on net loss and loss per
common share for the three and nine months ended September 30, 2001 had this
accounting standard been effective January 1, 2001 as compared to net loss
available to common shareholders and loss per common share for the three and
nine months ended September 30, 2002.
Three Months Nine Months
-------------------------- --------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Net loss available to
common shareholders:
Reported net loss available to
common shareholders $ (137,210) $ (96,107) $ (187,983) $ (128,000)
Add back: goodwill amortization -- (213) -- (638)
Cumulative effect of change
in accounting for goodwill -- -- (41,653) --
----------- ----------- ----------- -----------
Adjusted net loss available to
common shareholders $ (137,210) $ (95,894) $ (146,330) $ (127,362)
=========== =========== =========== ===========
BASIC AND DILUTED
LOSS PER SHARE:
Reported basic and diluted
loss per share $ (3.73) $ (2.61) $ (5.11) $ (3.48)
Add back: goodwill amortization -- (0.01) -- (0.02)
Cumulative effect of change
in accounting for goodwill -- -- (1.13) --
Adjusted basic and diluted
----------- ----------- ----------- -----------
loss per share $ (3.73) $ (2.60) $ (3.98) $ (3.46)
=========== =========== =========== ===========
-11-
Note 10 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 September 30, 2002, $226,000 of letters of credit remain
outstanding under the credit facility. The letter of credit facility must be
renewed on November 22, 2002 in order for Trenwick to continue to utilize the
letters of credit now outstanding to support underwriting at Lloyd's in 2003. 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.
On November 4, 2002, Trenwick Managing Agents entered into an agreement with
National Indemnity Company to provide Trenwick's Lloyd's Syndicate 839 up to
$150,000 of premium capacity for the 2003 year of account. In addition, National
Indemnity Company has agreed to provide a qualifying quota share reinsurance
facility of up to $45,000 to Syndicate 839 for the 2003 year of account. The
capital is to be applied to the aviation insurance segment of Syndicate 839's
business. Trenwick paid to National Indemnity Company a $4,500 non-refundable
fee in connection with the commitment of National Indemnity Company to provide
capital to Syndicate 839 for the 2003 year of account. The fee was paid through
an adjustment to the terms of National Indemnity Company's 2002 profit
participation in Syndicate 839.
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 its revolving credit facility. The amendment required Trenwick to
pledge its shares of LaSalle Re Holdings Limited and LaSalle 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 by 1% and added an additional .5% fee payable by Trenwick in the event
-12-
the letters of credit outstanding are not secured in accordance with the
following schedule; September 30, 2002, 40%; June 30, 2003, 60%; and June 30,
2004, 80%.
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.
On October 18, 2002, A.M. Best Company lowered the financial strength ratings of
Trenwick's operating subsidiaries below A-. The lowered A.M. Best Company
ratings constitute an event of default under the credit facility. In addition,
the increase in loss reserves and the establishment of a Trenwick deferred tax
asset reserve in the third quarter of 2002 resulted in Trenwick violating the
financial covenants requiring Trenwick to maintain a minimum tangible net worth
of $525,000 and minimum risk-based capital on November 14, 2002. If Trenwick is
unable to remedy the financial covenant violations within 30 days, a second
event of default shall have occurred under the credit facility.
On November 13, 2002, Trenwick, its subsidiaries and financial institutions
holding a majority of the outstanding letters of credit under the credit
facility executed a forbearance agreement with respect to the events of default
arising from Trenwick's lowered A.M. Best Company ratings and financial covenant
violations. In the forbearance agreement, the letter of credit providers agreed
to refrain from enforcing their rights or remedies under the credit facility
until November 22, 2002, or earlier if there is another default under the credit
facility or the forbearance agreement, a third party exercises any right of
action against Trenwick for a debt in excess of $5,000 or other material
obligation or Trenwick takes an action which the letter of credit providers
reasonably consider to be materially adverse to their interests. In
consideration for the forbearance of the letter of credit providers, Trenwick
agreed, among other things, to refrain from making certain payments or
distributions and to facilitate a meeting of the letter of credit providers and
Lloyd's.
During the term of the forbearance agreement and thereafter, unless there is a
waiver of the event of default and potential event of default under the credit
facility, under the terms of its guaranty Trenwick is prohibited from declaring
or paying any dividends on the outstanding common and preferred shares of
Trenwick and its subsidiaries. In addition, Trenwick is not allowed to redeem or
repurchase its capital stock so long as the event of default under the credit
facility continues.
The event of default under the credit facility also permits the letter of credit
providers to demand that the $226,000 outstanding letters of credit be secured
with an equal amount of cash upon expiration of the forbearance agreement. At
this time, Trenwick does not have sufficient available liquidity to provide the
necessary cash collateral if the letter of credit providers demand it.
The continuation of an event of default under the credit facility, the
restrictions on Trenwick's ability to pay dividends to preferred and common
shareholders and the potential demand for cash collateral by the letter of
credit providers may cause additional events of default to occur under the
instruments governing the outstanding indebtedness and preferred shares of
Trenwick and its subsidiaries.
-13-
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. During the past year,
Trenwick's senior debt and preferred share ratings have been downgraded
significantly by Standard & Poor's Corporation and Moody's Investors Service. At
this time, Trenwick's senior debt rating from Standard & Poor's Corporation is
CCC+ and from Moody's Investors Service is B3. 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, Trenwick 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 Trenwick's financial statements. Because Trenwick America
Corporation, Trenwick Holdings Limited 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 losses incurred by Trenwick's operating
subsidiaries, their cash distribution capacities have been significantly
reduced.
Trenwick is currently in discussion with the letter of credit providers
regarding the current and potential future events of default and letter of
credit financing for Trenwick's participation at Lloyd's for the 2003
underwriting year. If the current and potential future events of default are not
waived, the letters of credit are not renewed for the 2003 Lloyd's underwriting
year or the letter of credit providers demand cash collateral, there is
substantial doubt as to Trenwick's ability to continue underwriting at Lloyd's
or continue as a going concern. Trenwick and/or one or more of its subsidiaries
may be forced to seek protection from creditors through proceedings commenced in
Bermuda and other jurisdictions including the United States.
Note 11 Related Party Transaction
On August 27, 2002, Trenwick entered into a consulting agreement with W. Marston
Becker, the Vice Chairman of Trenwick's Board of Directors, who assumed the
position of Trenwick's Acting Chairman and Acting Chief Executive Officer. In
consideration for such services, Trenwick agreed to pay Mr. Becker a consulting
fee of $50 per month. The consulting agreement can be terminated by mutual
agreement or upon 30 days prior written notice by either party. Trenwick
incurred consulting fees of approximately $75 during the quarter ended September
30, 2002 related to this consulting agreement.
-14-
Note 12 Subsequent Events
On October 25, 2002, Trenwick America Reinsurance Corporation entered into an
underwriting facility with Chubb Re, Inc. The underwriting facility permits
Trenwick to underwrite up to $400,000 of U.S. reinsurance business on behalf of
Chubb Re, Inc. in the remainder of 2002 and 2003. Chubb Re, Inc. retains final
underwriting authority and claims authority with respect to all business
generated through the underwriting facility.
Chubb Re, Inc. will receive one-third and Trenwick will receive two-thirds of
the profits generated by the underwriting facility. Chubb Re, Inc. will receive
a 5% fronting fee on two-thirds of the business underwritten through the
underwriting facility. In addition, Trenwick will reinsure Chubb Re, Inc. for
100% of the losses incurred under the underwriting facility in excess of the
premiums collected and investment income earned in the underwriting facility. To
secure its reinsurance obligations to Chubb Re, Inc., Trenwick has posted a
$50,000 security deposit with Chubb Re, Inc. and all premiums collected from the
facility shall be paid to Chubb Re, Inc.
On November 4, 2002, Trenwick Managing Agents entered into an agreement with
National Indemnity Company to provide Trenwick's Lloyd's Syndicate 839 up to
$150,000 of premium capacity for the 2003 year of account. In addition, National
Indemnity Company has agreed to provide a qualifying quota share reinsurance
facility of up to $45,000 to Syndicate 839 for the 2003 year of account. The
capital is to be applied to the aviation insurance segment of Syndicate 839's
business. Trenwick paid National Indemnity Company a $4,500 non-refundable fee
in connection with the commitment of National Indemnity Company to provide
capital to Syndicate 839 for the 2003 year of account. The fee was paid through
an adjustment to the terms of National Indemnity Company's 2002 profit
participation in Syndicate 839.
-15-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion highlights material factors affecting the results of
operations of Trenwick Group Ltd. ("Trenwick") for the three and nine months
ended September 30, 2002 and 2001. This discussion and analysis should be read
in conjunction with the unaudited interim financial statements and notes thereto
of Trenwick contained in this filing as well as in conjunction with the Annual
Report on Form 10-K of Trenwick for the year ended December 31, 2001, including
the audited financial statements and notes thereto as well as the discussions of
critical accounting policies and quantitative and qualitative disclosure about
market risk.
Overview
Trenwick is a Bermuda holding company headquartered in Hamilton, Bermuda whose
principal subsidiaries underwrite specialty insurance and reinsurance. Trenwick
was formed in 1999 to acquire Trenwick Group Inc., LaSalle Re Holdings Limited
and LaSalle Re Limited ("LaSalle"). 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 (the "Trenwick/LaSalle business combination").
Trenwick operated three principal businesses through the first nine months of
2002:
- - Reinsurance, which includes U.S. treaty reinsurance written principally
through its U.S. subsidiary, Trenwick America Reinsurance Corporation;
- - 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, Trenwick Managing Agents
Limited (formerly Chartwell Managing Agents Limited); and
- - United States specialty program insurance, written principally through The
Insurance Corporation of New York.
On October 30, 2002, Trenwick announced that it would cease underwriting its
United States specialty program insurance effective immediately.
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.
Effective April 1, 2002, Trenwick sold the in-force property catastrophe
reinsurance business of its subsidiary, LaSalle 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's in-force business as it expires in
exchange for a 12.5% commission on the business renewed. Included in the 2002
nine month results are $10.7 million in ceding commissions earned on the quota
share with Endurance, as well as $6.9 million in amortization of acquisition
costs on the related assumed business.
-16-
On October 25, 2002, Trenwick America Reinsurance Corporation entered into an
underwriting facility with Chubb Re, Inc. The underwriting facility permits
Trenwick to underwrite up to $400 million of U.S. reinsurance business on behalf
of Chubb Re, Inc. in the remainder of 2002 and 2003. Chubb Re, Inc. retains
final underwriting authority and claims authority with respect to all business
generated through the underwriting facility.
Chubb Re, Inc. will receive one-third and Trenwick will receive two-thirds of
the profits generated by the underwriting facility. Chubb Re, Inc. will receive
a 5% fronting fee on two-thirds of the business underwritten through the
underwriting facility. In addition, Trenwick will reinsure Chubb Re, Inc. for
100% of the losses incurred under the underwriting facility in excess of the
premiums collected and investment income earned in the underwriting facility. To
secure its reinsurance obligations to Chubb Re, Inc., Trenwick has posted a $50
million security deposit with Chubb Re, Inc. and all premiums collected from the
facility shall be paid to Chubb Re, Inc.
On September 19, 2002, Trenwick Managing Agents Limited entered into an
agreement with National Indemnity Company, a member of the Berkshire Hathaway
group of insurance companies, to increase the total premium capacity of Trenwick
Managing Agents' Syndicate 839 at Lloyd's for the 2002 year of account. National
Indemnity Company provided (pound)62.5 million ($99.3 million) in premium
capacity to Trenwick's Syndicate 839 through (pound)25.0 million ($39.7 million)
of additional Lloyd's funding and (pound)78.8 million ($125.1 million) in
premium capacity through a qualifying quota share reinsurance facility. In
return for its capital support, National Indemnity Company will receive a 41.4%
share of the net underwriting result of Syndicate 839 for the 2002 year of
account before ceding commissions and profit sharing.
On November 4, 2002, Trenwick Managing Agents entered into an agreement with
National Indemnity Company to provide Trenwick's Lloyd's Syndicate 839 up to
$150.0 million of premium capacity for the 2003 year of account. In addition,
National Indemnity Company has agreed to provide a qualifying quota share
reinsurance facility of up to $45 million to Syndicate 839 for the 2003 year of
account. The capital is to be applied to the aviation insurance segment of
Syndicate 839's business. Trenwick paid to National Indemnity Company a $4.5
million non-refundable fee in connection with the commitment of National
Indemnity Company to provide capital to Syndicate 839 for the 2003 year of
account. The fee was paid through an adjustment to the terms of National
Indemnity Company's 2002 profit participation in Syndicate 839.
Trenwick's subsidiaries have been assigned the following financial strength
ratings by Standard & Poor's and A.M. Best:
Standard
Reinsurance: & Poor's A.M. Best
Trenwick America Reinsurance Corporation BB- B-
LaSalle Re Limited BB B-
International Operations:
Trenwick International B+ B-
United States Specialty Program Insurance:
The Insurance Corporation of New York BB- B-
Dakota Specialty Insurance Company BB- B-
Chartwell Insurance Company B+ C++
-17-
All of Trenwick 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.
The ratings listed above 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.
Mr. W. Marston Becker, who was appointed Acting Chairman and Acting Chief
Executive Officer of Trenwick in August 2002, has certified Trenwick's Form 10-Q
Report for the third quarter of 2002 in accordance with the requirements of
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
Because Mr. Becker has been employed by Trenwick as its Acting Chairman and
Acting Chief Executive Officer for less then three months, Trenwick emphasizes
that his signature is subject to all of the qualifications and precautionary
statements incorporated in this Form 10-Q Report. Mr. Becker has not been at
Trenwick long enough to have conducted an in-depth review of Trenwick's
accounting and reserving practices. However, Mr. Becker has initiated an
in-depth review of Trenwick's reserving practices, which is expected to be
completed in the fourth quarter of the current fiscal year.
Management notes that Trenwick currently has no information that the current
reserve review will result in any material adjustments to Trenwick's loss
reserves. If the current reserve review were to reveal any material adjustments
necessary to Trenwick's loss reserves, Trenwick would promptly disclose such
adjustments.
Results of Operations - Three Months Ended September 30, 2002 and 2001
2002 2001 Change
--------- --------- ---------
(in thousands)
Underwriting loss $ (87,823) $(120,851) $ 33,028
Net investment income 24,401 30,770 (6,369)
Interest expense and subsidiary preferred
share dividends (8,289) (9,601) 1,312
General and administrative expenses (6,005) (3,845) (2,160)
Foreign currency losses (3,805) (1,396) (2,409)
Other income, net 2,191 1,233 958
--------- --------- ---------
Pre-tax operating loss (79,330) (103,690) 24,360
Applicable income taxes (benefit) 55,695 (9,281) 64,976
--------- --------- ---------
Operating loss (135,025) (94,409) (40,616)
Net realized investment losses,
net of income taxes (1,887) (1,698) (189)
--------- --------- ---------
Net loss (136,912) (96,107) (40,805)
Dividends on convertible preferred shares 298 -- 298
--------- --------- ---------
Net loss available to common shareholders $(137,210) $ (96,107) $ (41,103)
========= ========= =========
Trenwick recorded an operating loss of $135.0 million in the three months ended
September 30, 2002 compared to an operating loss of $94.4 million recorded in
the three months ended September 30, 2001. Trenwick's operating loss for the
third quarter of 2002 resulted principally from $90.7 million of loss reserve
increases recorded in Trenwick's United States operating
-18-
subsidiaries and Trenwick International Limited. The loss reserve increases
emanate from reported loss activity with related increases in incurred but not
reported reserves, predominantly for accident years 1997 through 2000, as well
as a reassessment of reserve levels. In addition, Trenwick fully reserved its
$57.0 million U.S. net deferred tax asset in the third quarter of 2002, when
Trenwick determined that its cumulative financial accounting losses do not
currently support a position that Trenwick will be able to realize the tax
benefits of past losses in the future. The operating loss in the third quarter
of 2001 was mainly due to the recording of catastrophe losses of $99.0 million
arising from the September 11th terrorist attacks.
Underwriting loss
Trenwick produced an underwriting loss of $87.8 million in the third quarter of
2002 compared to an underwriting loss of $120.9 million in the third quarter of
2001. Details of underwriting income and loss are produced below:
2002 2001 Change
--------- --------- ---------
(in thousands)
Net premiums earned $ 194,823 $ 239,862 $ (45,039)
--------- --------- ---------
Claims and claims expenses incurred 192,947 264,344 (71,397)
Acquisition costs and underwriting expenses 89,699 96,369 (6,670)
--------- --------- ---------
Total expenses 282,646 360,713 (78,067)
--------- --------- ---------
Net underwriting loss $ (87,823) $(120,851) $ 33,028
========= ========= =========
Loss ratio 99.0% 110.2% (11.2)%
Underwriting expense ratio 46.0% 40.2% 5.8%
Combined ratio 145.0% 150.4% (5.4)%
The underwriting loss of $87.8 million in the third quarter of 2002 represented
a $33.0 million improvement compared to the third quarter of 2001. The principal
cause of the improved underwriting result in 2002 was the absence of significant
catastrophe losses arising from the September 11th terrorist attacks recorded in
the third quarter of 2001 offset in part by the $90.7 million of loss reserve
increases recorded in Trenwick's United States operating subsidiaries and
Trenwick International Limited, combined with the effects of Trenwick's
agreement with Berkshire Hathaway, which served to increase the underwriting
loss for the third quarter of 2002 by $5.5 million.
The decrease in the combined ratio in the third quarter of 2002 compared to the
third quarter of 2001 resulted mainly from the decrease in losses previously
noted.
Premiums written
Gross premiums written for the three months ended September 30, 2002 were $389.8
million compared to $367.5 million for the three months ended September 30,
2001, an increase of $22.2 million or 6.0%. Details of gross premiums written
are provided below:
2002 2001 Change
--------- --------- ---------
(in thousands)
Worldwide property catastrophe reinsurance $ (1,019) $ 36,865 $ (37,884)
U.S. treaty reinsurance 101,268 80,567 20,701
--------- --------- ---------
Total reinsurance 100,249 117,432 (17,183)
International specialty insurance 35,527 55,003 (19,476)
Lloyd's syndicates continuing 142,277 112,965 29,312
--------- --------- ---------
Total international operations 177,804 167,968 9,836
U.S. specialty program insurance 110,638 78,536 32,102
Lloyd's syndicates runoff 1,060 3,607 (2,547)
--------- --------- ---------
Gross premiums written $ 389,751 $ 367,543 $ 22,208
========= ========= =========
-19-
Worldwide property catastrophe reinsurance gross premium writings for the three
months ended September 30, 2002 decreased by $37.9 million, or 102.8% below the
three months ended September 30, 2001 due to the sale of LaSalle's in-force
reinsurance as of April 1, 2002.
The increase in U.S. treaty reinsurance gross premiums written in the third
quarter of 2002 of $20.7 million compared to the third quarter of 2001 was
mainly attributable to increasing rates on renewal treaties.
The decrease in international specialty insurance gross premiums written in the
third quarter of 2002 compared to the third quarter of 2001 of $55.0 million is
attributable to the transfer of treaty, professional indemnity and financial
institutions business to Trenwick Managing Agents, a result of the restructuring
of Trenwick's international operations.
The increase in Lloyd's syndicates continuing gross written premiums of $29.3
million for the third quarter of 2002 compared to the third quarter of 2001 was
due to an increase in new business, which includes the addition of the treaty,
professional indemnity and financial institutions business from the
international specialty insurance segment as noted above, as well as to rate
increases on aviation business.
The increase in U.S. specialty program insurance gross premiums in the third
quarter of 2002 of $32.1 million compared to the third quarter of 2001 was due
to the addition of new programs as well as rate increases on new and renewal
policies attributed to improving market conditions.
Premiums earned
Net premiums earned for the three months ended September 30, 2002 were $194.8
million compared to $239.9 million for the same period in 2001. Details of
premiums earned are provided below:
2002 2001 Change
--------- --------- ---------
(in thousands)
Gross premiums written $ 389,751 $ 367,543 $ 22,208
Change in gross unearned premiums (3,456) (19,924) 16,468
--------- --------- ---------
Gross premiums earned 386,295 347,619 38,676
--------- --------- ---------
Gross premiums ceded (207,445) (124,709) (82,736)
Change in ceded unearned premiums 15,973 16,952 (979)
--------- --------- ---------
Ceded premiums earned (191,472) (107,757) 83,715
--------- --------- ---------
Net premiums earned $ 194,823 $ 239,862 $ (45,039)
========= ========= =========
Gross premiums ceded for the three months ended September 30, 2002 were $207.4
million compared to $124.7 million for the same period in 2001. The increase in
premiums ceded during 2002 was due in part to $93.8 million of cessions made to
Berkshire Hathaway under its agreements with Trenwick's Lloyd's Syndicate 839.
The increase in ceded premiums earned was also attributable to the transactions
with Berkshire Hathaway, under which ceded premiums earned for the three months
ended September 30, 2002 were $41.2 million.
-20-
Claims and claims expenses
Claims and claims expenses for the three months ended September 30, 2002 were
$192.9 million, a decrease of $71.4 million compared to claims and claims
expenses of $264.3 million for the same period in 2001. Trenwick recorded an
increase in its loss reserves of $90.7 million in its United States operating
subsidiaries and Trenwick International in the third quarter of 2002. The loss
reserve increase emanated from reported loss activity, with related increases in
incurred but not reported loss reserves, predominantly for accident years 1997
through 2000, as well as a reassessment of reserve levels. The claims and claims
expenses incurred by Trenwick in the third quarter of 2001 arose from the
September 11th terrorist attacks. Additionally, claims and claims expenses were
reduced by approximately $30.0 million of losses ceded to Berkshire Hathaway
under its agreements with Trenwick's Lloyd's Syndicate 839 during the three
months ended September 30, 2002.
Underwriting expenses
2002 2001 Change
------- ------- -------
(in thousands)
Policy acquisition costs $69,577 $75,017 $(5,440)
Underwriting expenses 20,122 21,352 (1,230)
------- ------- -------
Total underwriting expenses $89,699 $96,369 $(6,670)
======= ======= =======
Underwriting expense ratio 46.0% 40.2% 5.8%
======= ======= =======
Total underwriting expenses, comprising policy acquisition costs and
underwriting expenses, for the third quarter of 2002 decreased by $6.7 million
compared to underwriting expenses for the third quarter of 2001. The decrease
was primarily attributable to the cession of $7.4 million of policy acquisition
costs to Berkshire Hathaway during the quarter ended September 30, 2002 under
its agreement with Trenwick's Lloyd's Syndicate 839. Total underwriting expenses
as a percentage of net premiums earned, or the underwriting expense ratio, was
46.0% for the three months ended September 30, 2002 compared to 40.2% for the
same period in 2001. The increase in the underwriting expense ratio occurred
principally due to the decrease in premiums earned in the 2002 third quarter as
compared to the 2001 third quarter as previously discussed.
Underwriting expenses for the three months ended September 30, 2002 as a
percentage of earned premium was 10.3%, an increase of 1.4% from 8.9% for the
same period in 2001. The increase in the underwriting expense ratio was a result
of the decrease in earned premiums.
Net investment income
2002 2001 Change
----------- ----------- -----------
(in thousands)
Average invested assets $ 2,240,368 $ 2,228,875 $ 11,493
Average annualized yields 4.97% 6.06% (1.09)%
Investment income - portfolio $ 27,860 $ 33,782 $ (5,922)
Investment income - non-portfolio (189) 724 (913)
Investment expenses (3,270) (3,736) 466
----------- ----------- -----------
Net investment income $ 24,401 $ 30,770 $ (6,369)
=========== =========== ===========
Net investment income for the three months ended September 30, 2002 was $24.4
million compared to $30.8 million for the same period in 2001. The decrease in
net investment income in the third quarter of 2002 was due to the decrease in
invested assets in 2002, a result of Trenwick's repayment of its term loan
facility during the second quarter of 2002, combined with a continued
-21-
decline in market yields during 2002. Investment expenses for the third quarters
of both 2002 and 2001 includes interest expense on funds withheld of $2.3
million and $2.9 million, respectively, 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 $8.3 million for
the third quarter of 2002, a decrease of $1.3 million from the same period in
2001. The decrease is a result of the repayment of Trenwick's term loan facility
during the second quarter of 2002, offset in part by an increase in the rate
charged for maintaining letters of credit to support Trenwick's operations at
Lloyd's.
General and administrative expenses
General and administrative expenses were $6.0 million for the third quarter of
2002, an increase of $2.2 million from the same period in 2001. The increase in
2002 is primarily the result of non-recurring consulting fees incurred in 2002
in connection with the exploration of strategic alternatives for Trenwick's
operations.
Foreign currency losses
Trenwick recorded foreign currency losses of $3.8 million for the three months
ended September 30, 2002, compared to foreign currency losses of $1.4 million
for the three months ended September 30, 2001 primarily due to the increase in
the value of the British pound relative to the U.S. dollar during the third
quarter of 2002.
Other income, net
Other income, net increased to $2.2 million for the third quarter of 2002, a
$1.0 million increase over the same period in 2001, primarily a result of an
increase in equity in earnings of managing general agencies through which
Trenwick wrote its U.S. specialty program insurance business.
Non-operating income and expenses
Net realized losses on investments, net of applicable income taxes, were $1.9
million during the three months ended September 30, 2002, compared to net
realized losses of $1.7 million for the three months ended September 30, 2001.
The 2002 third quarter losses were a result of actions taken to reposition the
investment portfolio into higher quality fixed income securities, while the 2001
third quarter losses were a result of losses on the sale of equity securities
and the write-down of certain investments.
Results of Operations - Nine Months Ended September 30, 2002 and 2001
2002 2001 Change
--------- --------- ---------
(in thousands)
Underwriting loss $(137,743) $(225,333) $ 87,590
Net investment income 81,541 96,141 (14,600)
Interest expense and subsidiary preferred
share dividends (29,106) (30,054) 948
General and administrative expenses (13,981) (11,449) (2,532)
Foreign currency losses (4,965) (2,932) (2,033)
Other income, net 7,829 3,285 4,544
--------- --------- ---------
Pre-tax operating loss (96,425) (170,342) 73,917
Applicable income taxes (benefit) 46,151 (37,190) 83,341
--------- --------- ---------
Operating loss (142,576) (133,152) (9,424)
Net realized investment gains, net of income taxes 3,552 7,886 (4,334)
Restructuring costs, net of income taxes -- (2,734) 2,734
Loss on sale of LaSalle's in-force reinsurance
business before commission income on
quota share contract (7,008) -- (7,008)
Cumulative effect of change in accounting
principle (41,653) -- (41,653)
--------- --------- ---------
Net loss (187,685) (128,000) (59,685)
Dividends on convertible preferred shares 298 -- 298
--------- --------- ---------
Net loss available to common shareholders $(187,983) $(128,000) $ (59,983)
========= ========= =========
-22-
Trenwick recorded an operating loss of $142.6 million in the nine months ended
September 30, 2002 compared to an operating loss of $133.2 million recorded in
the nine months ended September 30, 2001. The greater loss in 2002 is
principally the result of the establishment of a reserve of $57.0 million
against Trenwick's U.S. deferred tax asset during the third quarter of 2002,
$90.7 million of loss reserve increases recorded in Trenwick's United States
operating subsidiaries and Trenwick International Limited in the third quarter
of 2002 and $23.0 million of additional September 11th loss reserves recorded at
LaSalle Re Limited in the first quarter of 2002. Trenwick's third quarter loss
reserve increases resulted from reported loss activity with related increases in
incurred but not reported reserves, predominantly for accident years 1997
through 2000, as well as a reassessment of reserve levels. Trenwick's valuation
reserve on its U.S. deferred tax asset in the third quarter of 2002 occurred
when Trenwick determined that its cumulative financial accounting losses do not
currently support a position that Trenwick will be able to realize the tax
benefits of past losses in the future. The operating loss in the first nine
months of 2001 was mainly due to $99.0 million of September 11th catastrophe
losses and $76.7 million of loss reserve strengthening recorded in the second
quarter of 2001.
Underwriting loss
Trenwick produced an underwriting loss of $137.7 million in the first nine
months of 2002 compared to an underwriting loss of $225.3 million for the same
period of 2001. Details of underwriting income and loss follow:
2002 2001 Change
--------- --------- ---------
(in thousands)
Net premiums earned $ 738,108 $ 667,208 $ 70,900
--------- --------- ---------
Claims and claims expenses incurred 594,549 638,176 (43,627)
Acquisition costs and underwriting expenses 281,302 254,365 26,937
--------- --------- ---------
Total expenses 875,851 892,541 (16,690)
--------- --------- ---------
Net underwriting loss $(137,743) $(225,333) $ 87,590
========= ========= =========
Loss ratio 80.6% 95.6% (15.0)%
Underwriting expense ratio 38.1% 38.1% --
Combined ratio 118.7% 133.7% (15.0)%
The underwriting loss of $137.7 million for the first nine months of 2002
represented a $87.6 million improvement compared to the same period of 2001. The
underwriting loss incurred in the first nine months of 2001 included
approximately $118.4 million of unusual catastrophe losses, including $99.0
million related to the September 11th terrorist attacks. The improvement in the
first nine months of 2002 as compared to the same period in 2001 is primarily
the result of the absence of catastrophes in 2002, offset in part by the
inclusion of an additional $23.6 million of
-23-
losses recorded related to the September 11th terrorist attacks. Additionally,
loss reserve strengthening of $163.6 million was recorded during the first nine
months of 2002 as compared to $76.7 million of loss reserve strengthening during
the same period of 2001.
The decrease in the combined ratio for the nine months of 2002 compared to the
nine months of 2001 resulted mainly from the decrease in catastrophe losses for
2002 as previously noted.
Premiums written
Gross premiums written for the nine months ended September 30, 2002 were $1.3
billion compared to $1.1 billion for the nine months ended September 30, 2001, a
increase of $244.6 million or 23.1%. Details of gross premiums written are
provided below:
2002 2001 Change
----------- ----------- -----------
(in thousands)
Worldwide property catastrophe reinsurance $ 106,978 $ 131,499 $ (24,521)
U.S. treaty reinsurance 303,529 242,665 60,864
----------- ----------- -----------
Total reinsurance 410,507 374,164 36,343
International specialty insurance 132,288 174,914 (42,626)
Lloyd's syndicates continuing 451,977 285,349 166,628
----------- ----------- -----------
Total international operations 584,265 460,263 124,002
U.S. specialty program insurance 311,547 222,037 89,510
Lloyd's syndicates runoff (1,027) 4,258 (5,285)
----------- ----------- -----------
Gross premiums written $ 1,305,292 $ 1,060,722 $ 244,570
=========== =========== ===========
Worldwide property catastrophe reinsurance gross premium writings for the nine
months ended September 30, 2002 decreased by $24.5 million, or 18.6% from the
nine months ended September 30, 2001 due to the sale of LaSalle Re's in-force
reinsurance as of April 1, 2002.
The increase in U.S. treaty reinsurance gross premiums written in 2002 of $60.9
million compared to 2001 was mainly attributable to increasing rates on renewal
treaties. The decrease in international specialty insurance gross premiums
written for the first nine months of 2002 compared to the same period in 2001 of
$174.9 million is attributable to the transfer of treaty, professional indemnity
and financial institutions business to Trenwick Managing Agents, a result of the
restructuring of Trenwick's international operations, offset in part by
increases in liability premiums.
The increase in Lloyd's syndicates continuing gross written premiums for the
first nine months of 2002 compared to $285.3 million in the nine months of 2001
was due to both the addition of the treaty, professional indemnity and financial
institutions business from the international specialty insurance segment as
noted above as well as to rate increases on aviation business.
The increase in U.S. specialty program insurance gross premiums of $89.5 million
in the first nine months of 2002 compared to the same period in 2001 was due to
increased volume on two of its larger programs combined with the addition of ten
new programs in 2002.
Premiums earned
Net premiums earned for the nine months ended September 30, 2002 were $738.1
million compared to $667.2 million for the same period in 2001. Details of
premiums earned are provided below:
-24-
2002 2001 Change
----------- ----------- -----------
(in thousands)
Gross premiums written $ 1,305,292 $ 1,060,722 $ 244,570
Change in gross unearned premiums (98,558) (113,776) 15,218
----------- ----------- -----------
Gross premiums earned 1,206,734 946,946 259,788
----------- ----------- -----------
Gross premiums ceded (542,081) (312,273) (229,808)
Change in ceded unearned premiums 73,455 32,535 40,920
----------- ----------- -----------
Ceded premiums earned (468,626) (279,738) (188,888)
----------- ----------- -----------
Net premiums earned $ 738,108 $ 667,208 $ 70,900
=========== =========== ===========
Gross premiums ceded for the nine months ended September 30, 2002 were $542.1
million compared to $312.3 million for the same period in 2001. The increase in
gross premiums ceded of $229.8 million is attributed to the cession of $93.8
million to Berkshire Hathaway under its agreements with Trenwick's Lloyd's
Syndicate 839 as well as to the cession of $68.8 million to the 100% quota share
contract effected in connection with the sale of LaSalle's in-force business.
The remainder of the increase in gross premiums ceded resulted from the increase
in gross premiums written, coupled with reinsurance programs designed by
Trenwick to control risk levels relative to its capitalization.
Claims and claims expenses
Claims and claims expenses for the nine months ended September 30, 2002 were
$594.6 million, a decrease of $43.6 million compared to claims and claims
expenses of $638.2 million for the same period in 2001. The decrease in claims
and claims expenses in 2002 was principally due to the absence in 2002 of claims
and claims expenses recorded in the third quarter of 2001 in connection with the
September 11th terrorist attacks and the increase in loss reserves recorded in
the second quarter of 2001 in connection with deterioration in indicated loss
ratios for prior accident years in the U.S. treaty reinsurance and U.S.
specialty program insurance segments. The decrease in the first three quarters
of 2002 in claims and claims expenses was offset in part by the $90.7 million
increase in loss reserves in its United States operating subsidiaries and
Trenwick International Limited in the third quarter of 2002 and the additional
$23.6 million of loss reserves recorded in the first quarter of 2002 in
connection with the September 11th terrorist attacks. The third quarter 2002
loss reserve increase in Trenwick's U.S. operating subsidiaries and Trenwick
International Limited emanate from reported loss activity, with related
increases in incurred but not reported loss reserves, predominantly for accident
years 1997 through 2000, as well as a reassessment of reserve levels.
Underwriting expenses
2002 2001 Change
-------- -------- --------
(in thousands)
Policy acquisition costs $217,492 $197,473 $ 20,019
Underwriting expenses 63,810 56,892 6,918
-------- -------- --------
Total underwriting expenses $281,302 $254,365 $ 26,937
======== ======== ========
Underwriting expense ratio 38.1% 38.1% --
======== ======== ========
Total underwriting expenses, comprising policy acquisition costs and
underwriting expenses, for the first nine months of 2002 increased by $26.9
million compared to underwriting expenses for the same period in 2001. The
increase was attributable to the increase in premium volume as previously
discussed as well as 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 38.1% for the nine months ended September 30,
2002 unchanged from the same period in 2001.
-25-
Underwriting expenses for the nine months ended September 30, 2002 as a
percentage of earned premium were 8.6%, relatively unchanged from 8.5% for the
same period in 2001.
Net investment income
2002 2001 Change
----------- ----------- -----------
(in thousands)
Average invested assets $ 2,283,358 $ 2,236,609 $ 46,749
Average annualized yields 5.41% 6.30% (0.89)%
Investment income - portfolio $ 92,701 $ 105,711 $ (13,010)
Investment income - non-portfolio (317) 1,938 (2,255)
Investment expenses (10,843) (11,508) 665
----------- ----------- -----------
Net investment income $ 81,541 $ 96,141 $ (14,600)
=========== =========== ===========
Net investment income for the nine months ended September 30, 2002 was $81.5
million compared to $96.1 million for the same period in 2001. The decrease in
net investment income in the first nine months of 2002 was due to the continued
overall decline in market yields during the first nine months of 2002.
Investment expenses for the first nine months of 2002 and 2001 included interest
expense on funds withheld of $7.6 million and $8.5 million, respectively, 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 $29.1 million for
the first nine months of 2002, a decrease of $1.0 million from the same period
in 2001. The decrease resulted from the repayment of Trenwick's term loan
facility in the second quarter of 2002, offset in part by an increase in fees
related to maintaining letters of credit to support Trenwick's operations at
Lloyd's.
General and administrative expenses
General and administrative expenses were $14.0 million for the first nine months
of 2002, an increase of $2.5 million over the same period in 2001. The increase
in general and administrative expenses is attributed to non-recurring consulting
fees incurred in connection with the exploration of Trenwick's strategic
alternatives.
Foreign currency losses
Trenwick recorded foreign currency losses of $5.0 million for the nine months
ended September 30, 2002, compared to $2.9 million of losses for the nine months
ended September 30, 2001. The increase is primarily due to the increase in the
value of the British pound relative to the U.S. dollar during 2002.
Other income, net
Other income, net increased to $7.8 million for the first nine months of 2002, a
$4.5 million increase over the same period in 2001, primarily a result of an
increase in equity in earnings of managing general agencies through which
Trenwick underwrote its U.S. specialty program insurance business.
Non-operating income and expenses
Net realized gains on investments, net of applicable income taxes, were $3.6
million during the nine months ended September 30, 2002, compared to net
realized gains of $7.9 million for the nine months ended September 30, 2001. The
2001 gains reflect actions taken to reposition
-26-
Trenwick's debt security portfolio, partially offset by losses recognized on the
sale of equity securities.
Cumulative effect of change in accounting principle
Trenwick adopted Statement of Financial Accounting Standards No. 142 effective
January 1, 2002. This new statement suspended systematic goodwill amortization
and required Trenwick's Bermuda holding company, LaSalle Re Holdings Limited to
credit the negative goodwill balance of $11.6 million to operations as of
January 1, 2002 as a cumulative effect of an accounting change. The statement
also required that the remaining goodwill balance be tested for impairment under
either market value or cash flow tests. Trenwick conducted both market value and
cash flow tests and, as a result, recorded a $53.2 million write off of all of
Trenwick's remaining goodwill. These transactions increased Trenwick's net loss
in the first nine months of 2002 by a net amount of $41.7 million and were
recorded as a cumulative effect of change in accounting principle.
Liquidity and Capital Resources
As of September 30, 2002, Trenwick'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's equity securities was $4.6 million less than fair
value at September 30, 2002 and was less than fair value by $6.8 million at
December 31, 2001. The fair value of Trenwick's debt securities exceeded
amortized cost by $44.9 million at September 30, 2002 and by $34.6 million at
December 31, 2001.
As of September 30, 2002, Trenwick's consolidated common shareholders' equity
totaled $321.9 million, or $8.75 per common share, compared to $498.3 million,
or $13.52 per common share at December 31, 2001. The decrease in common
shareholders' equity resulted mainly from the increase in loss reserves and
establishment of a deferred tax valuation reserve in the third quarter of 2002
combined with the write-down of all of Trenwick's goodwill from the
Trenwick-LaSalle business combination completed in 2000 as a result of the
adoption of a new accounting standard.
Cash provided by Trenwick's operating activities for the nine months ended
September 30, 2002 was $92.7 million compared to cash provided by Trenwick's
operating activities of $33.9 million in the comparable period of 2001. The
increase in cash flow from operations was due primarily to an increase in
premium writings. This increase was offset in part by an increase in ceded
premiums paid for reinstatement premiums related to the September 11th terrorist
attacks which were included in Trenwick's 2001 operating results combined with a
decrease in net investment income received, a result of the decrease in interest
rates over the course of 2002.
Net cash used in financing activities during the nine months ended September 30,
2002 and 2001 both included $4.4 million of dividends paid to common
shareholders. Additionally, net cash used in financing activities during 2002
included $195.2 million related to the repayment of Trenwick's term loan
facility. Cash used in financing for the nine months ended September 30, 2002
was offset in part by $40.0 million in proceeds from the issuance of Trenwick's
Series B Cumulative Convertible Perpetual Preferred Shares to European
Reinsurance Company of Zurich, a subsidiary of Swiss Reinsurance Company.
Trenwick paid a dividend of $0.04 per common share in the first three 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 quarters ended March 31, June 30 and September 30, 2002 and 2001.
On November 7, 2002, Trenwick announced that its Board of Directors suspended
Trenwick's common share dividend with immediate effect and for an
-27-
indefinite period. Trenwick's Board of Directors will continue to review
Trenwick's common share dividend policy each quarter.
Trenwick's total debt to capital ratio (total indebtedness divided by total
indebtedness, preferred capital securities, preferred shares and common
shareholders' equity) decreased to 14.9% at September 30, 2002 from 31.2% on
December 31, 2001 due to the repayment of the $195 million in principal amount
outstanding under the term loan portion of Trenwick's bank credit facility.
Financings, financing capacity and capitalization
Concurrent with the Trenwick/LaSalle business combination in September of 2000,
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 was
subsequently converted into a four-year term loan. Trenwick America Corporation
was 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 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 must be renewed on November 22, 2002 in order for Trenwick to
continue to utilize the letters of credit now outstanding to support
underwriting at Lloyd's in 2003. 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.
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 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'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 September 30, 2002 was 3.34 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:
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
-28-
Trenwick's consolidated tangible net worth as defined by the terms of the credit
facility was $387.4 million as of September 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
September 30, 2002, $226 million of letters of credit remain outstanding under
the credit facility.
On October 18, 2002, A.M. Best Company lowered the financial strength ratings of
Trenwick's operating subsidiaries below A-. The lowered A.M. Best Company
ratings constitute an event of default under the credit facility. In addition,
the increase in Trenwick loss reserves and the establishment of a Trenwick
deferred tax asset reserve in the third quarter of 2002 resulted in Trenwick
violating the financial covenants requiring Trenwick to maintain a minimum
tangible net worth and minimum risk-based capital on November 14, 2002. If
Trenwick is unable to remedy the financial covenant violations within 30 days, a
second event of default shall have occurred under the credit facility.
On November 13, 2002, Trenwick, its subsidiaries and financial institutions
holding a majority of the outstanding letters of credit under the credit
facility executed a forbearance agreement with respect to the events of default
arising from Trenwick's lowered A.M. Best Company ratings and financial covenant
violations. In the forbearance agreement, the letter of credit providers agreed
to refrain from enforcing their rights or remedies under the credit facility
until November 22, 2002, or earlier if there is another default under the credit
facility or the forbearance agreement, a third party exercises any right of
action against Trenwick for a debt in excess of $5 million or other material
obligation or Trenwick takes an action which the letter of credit providers
reasonably consider to be materially adverse to their interests. In
consideration for the forbearance of the letter of credit providers, Trenwick
agreed, among other things, to refrain from making certain payments or
distributions and to facilitate a meeting of the letter of credit providers and
Lloyd's.
During the term of the forbearance agreement and thereafter, unless there is a
waiver of the event of default and potential event of default under the credit
facility, under the terms of its guaranty Trenwick is prohibited from declaring
or paying any dividends on the outstanding common and preferred shares of
Trenwick and its subsidiaries. In addition, Trenwick is not allowed to redeem or
repurchase its capital stock so long as the event of default under the credit
facility continues.
The event of default under the credit facility also permits the letter of credit
providers to demand that the $226 million outstanding letters of credit be
secured with an equal amount of cash upon
-29-
expiration of the forbearance agreement. At this time, Trenwick does not have
sufficient available liquidity to provide the necessary cash collateral if the
letter of credit providers demand it.
The continuation of an event of default under the credit facility, the
restrictions on Trenwick's ability to pay dividends to preferred and common
shareholders and the potential demand for cash collateral by the letter of
credit providers may cause additional events of default to occur under the
instruments governing the outstanding indebtedness and preferred shares of
Trenwick and its subsidiaries.
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. During the past year,
Trenwick's senior and preferred share debt ratings have been downgraded
significantly by Standard & Poor's Corporation and by Moody's Investors Service.
At this time, Trenwick's senior debt rating from Standard & Poor's Corporation
is CCC+ and Moody's Investors Service is B3. Trenwick's ability to refinance its
outstanding letter of credit and 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's subsidiaries be unable to meet any letter of credit
reimbursement obligations as they fall due, and such repayments are not
refinanced, Trenwick would become liable for such repayments under the terms of
the guarantees. No liability for any such amounts has been reflected in
Trenwick's financial statements. Because Trenwick America Corporation, Trenwick
Holdings Limited 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.
Trenwick is currently in discussion with the letter of credit providers
regarding the current and potential future events of default and letter of
credit financing for Trenwick's participation at Lloyd's for the 2003
underwriting year. If the current and potential future events of default are not
waived, the letters of credit are not renewed for the 2003 Lloyd's underwriting
year or the letter of credit providers demand cash collateral, there is
substantial doubt as to Trenwick's ability to continue underwriting at Lloyd's
or continue as a going concern. Trenwick and/or one or more of its subsidiaries
may be forced to seek protection from creditors through proceedings commenced in
Bermuda and other jurisdictions including the United States.
Catastrophe Equity Put
On September 27, 2000, Trenwick 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 enabled
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 was a qualifying
catastrophic event or events occurring prior to January 1, 2002.
As a result of the terrorist attacks of September 11, 2001, LaSalle Re Limited
incurred in excess of $140 million in catastrophe losses as defined under the
option agreement and Trenwick 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
-30-
against European Re. The claims arose out of European Re's failure to meet its
obligations under the catastrophe equity put. On September 6, 2002, the
catastrophe put option was amended and restated and the pending arbitration
proceedings were terminated. Under the terms of the second restated agreement,
European Re purchased 550,000 of Trenwick's Series B Cumulative Perpetual
Preferred Shares (the "Series B Shares") with a liquidation preference of $100
per share for an aggregate purchase price of $40 million. The Series B Shares
bear cumulative dividends, payable quarterly in arrears, based upon the Series B
Shares' Standard & Poor's rating at LIBOR plus a margin determined in accordance
with the following schedule:
Standard & Poor's Rating LIBOR Margin
BBB- or above 3.75%
BB+ 4.25%
BB 4.50%
BB- 4.75%
Below BB- 6.00%
These factors adjust upward by 0.25% on the third anniversary if the securities
are still unrated, and upward by 0.50% on the fifth anniversary if they are
still unrated. Also, if the Standard & Poor's rating is below BBB- on the fifth
anniversary, the factors adjust upward by an additional 0.50%. The maximum
adjustment based upon these circumstances is 0.75%.
The Series B Shares are convertible into common shares of Trenwick after five
years or upon the occurrence of a "special conversion event" at the greater of
book value or the average thirty-day trading price of the common shares. Special
conversion events are either the occurrence of a change in control without the
written consent of the registered holders of more than 50% of the Series B
shares outstanding ("Change in Control Conversion Event"), or the failure of
Trenwick to maintain a GAAP net worth equal to at least $225 million for a
period of more than sixty days ("Net Worth Conversion Event"). The conversion
price of the Series B shares is the greater of 1) the liquidity factor times the
average thirty day stock price preceding the conversion date, 2) the liquidity
factor times book value per common share or 3) par value of a common share. The
liquidity factor will be calculated as an amount equal to 0.8 if the conversion
occurs within 60 days after a Change in Control Conversion Event or 1.0 if the
conversion does not occur within 60 days after the occurrence of a Change in
Control Conversion Event.
Trenwick has the option to redeem the Series B Shares after the first
anniversary of the issuance, paying an early redemption premium of $2.00 per
share if redeemed before the second anniversary, and $1.00 per share if redeemed
between the second and third anniversary. European Re will be able to transfer
the Series B Shares six months after the date of purchase.
The maximum number of Trenwick common shares that could be required to be issued
upon conversion of the Series B Shares is 550 million, which would occur when
both the book value of common stock and the average thirty-day trading price of
the common shares were less than or equal to $0.10 per share. Trenwick currently
has the authority to issue up to 150 million preferred and common shares without
prior authorization from the shareholders and the Board of Directors. Trenwick
therefore does not currently have the ability to control settlement of the
Series B Shares and has therefore recorded them as temporary equity in the
September 30, 2002 balance sheet. As of September 30, 2002, the Series B shares
would be settled with approximately 6.3 million common shares upon conversion.
The following table details how changes in the price of Trenwick's common shares
or changes in book value would affect the settlement amounts:
-31-
Average market value of
common shares Book value per share
- -------------------------- ------------------------------------------------------------------------------------------
$0.10-$0.50 $0.51-$1.00 $1.01-$2.00 $2.01-$5.00 $5.01-$10.00 $10.01-$15.00
----------- ----------- ----------- ----------- ------------ -------------
$0.10-$0.50 550 - 110 108 - 55 54 - 28 27 - 11 11 - 6 5 - 4
$0.51-$1.00 108 - 55 108 - 55 54 - 28 27 - 11 11 - 6 5 - 4
$1.01-$2.00 54 - 28 54 - 28 54 - 28 27 - 11 11 - 6 5 - 4
$2.01-$5.00 27 - 11 27 - 11 27 - 11 27 - 11 11 - 6 5 - 4
$5.01-$10.00 11 - 6 11 - 6 11 - 6 11 - 6 11 - 6 5 - 4
$10.01-$15.00 5 - 4 5 - 4 5 - 4 5 - 4 5 - 4 5 - 4
Range of shares issuable upon conversion (in millions)
Quantitative and qualitative disclosure about market risk
Trenwick 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 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.
Deferred income taxes
Trenwick's U.S. operations incurred financial accounting losses in 1999 through
the third quarter of 2002 and in connection with such losses, recorded as an
asset up to $57.0 of net deferred income taxes. The net deferred income tax
asset represented the future tax benefit of the losses previously incurred by
Trenwick's U.S. operations. Because of Trenwick's cumulative financial
accounting losses, in the absence of specific favorable factors, application of
FASB Statement No. 109 requires Trenwick to establish a 100% valuation allowance
against its deferred tax asset related to its U.S. operations in the third
quarter of 2002. The establishment of a 100% valuation allowance against
Trenwick's U.S. operations deferred tax asset increased Trenwick's provision for
income taxes and net loss by $57.0 million in the third quarter of 2002.
Trenwick management will continue to monitor its tax position and reassess the
need for a valuation allowance on its deferred tax asset on a periodic basis
As of September 30, 2002, Trenwick has not recorded a valuation allowance
against the U.K. operating losses on Lloyd's open years of account because
presently, in management's judgment, it is more likely than not that these
amounts will be realized from future operations. Management's judgment is based
on its assessment of business plans and related projections of future taxable
income that reflect significant assumptions about increased premium volume and
improved rates and profitability and the ability to secure letters of credit or
other funding sufficient to support the assumptions about increased premium
volume and profitability. Additionally, management believes it has the ability
to implement tax planning strategies in order to realize these assets.
Additionally, management believes it has the ability to implement tax planning
strategies in order to realize these assets. Such assumptions may be adversely
affected by market conditions or Trenwick's ability to secure sufficient funding
to support its underwriting operations. In the event that, in management's
judgment, it is no longer more likely than not that its net operating losses
will be realized from future operations, Trenwick will be required to record a
valuation allowance against its remaining deferred income tax asset.
-32-
Accounting Standards
Effective January 1, 2002, Trenwick 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's Bermuda holding company, LaSalle Re Holdings Limited to
credit the negative goodwill balance of $11.6 million to operations as of
January 1, 2002 as a cumulative effect of an accounting change. The statement
also required that the remaining goodwill balance be tested for impairment under
either market value or cash flow tests. Trenwick conducted both market value and
cash flow tests and, as a result, recorded a $53.2 million write off of all of
Trenwick's remaining goodwill as a cumulative effect of an accounting change as
of January 1, 2002.
Safe Harbor Disclosure
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, Trenwick 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 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, 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 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'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'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 to execute its strategies in its property/casualty
operations;
- - Catastrophe losses in Trenwick'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'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's retrocessionaires or reinsurers;
-33-
- - Increases in interest rates, which may cause a reduction in the market
value of Trenwick'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's equity investments;
- - Changes in the composition of Trenwick's investment portfolio;
- - Credit losses on Trenwick'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's capital needs;
- - The ability of Trenwick to obtain the necessary letters of credit or
collateral to support its Lloyd's underwriting operation;
- - The ability of Trenwick to refinance or repay its outstanding
indebtedness; and
- - Changes in the financial strength ratings assigned to Trenwick and its
operating subsidiaries or Lloyd's.
In addition to the factors outlined above that are directly related to
Trenwick's businesses, Trenwick 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 does not intend to update any forward-looking statement
or the foregoing list of important factors. By this cautionary note Trenwick
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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
This information called for by this item can be found in this Quarterly Report
on Form 10-Q under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Quantitative and Qualitative
Disclosure About Market Risk" and is incorporated herein by reference.
Item 4. Controls and Procedures
Within the 90 days prior to the filing date of this report, Trenwick carried out
an evaluation, under the supervision and with the participation of Trenwick's
management, including the Acting Chief Executive Officer (the "Acting CEO") and
the Chief Financial Officer (the "CFO"), of the effectiveness of the design and
operation of our disclosure controls and procedures pursuant to Exchange Act
Rule 13a-15. Based on that evaluation, Trenwick's management, including the
Acting CEO and CFO, concluded that Trenwick's disclosure controls and procedures
are effective in timely alerting them to material information required to be
included in Trenwick's periodic SEC reports. In addition, there have been no
significant changes in Trenwick's internal
-34-
controls or in other factors that could significantly affect those controls
subsequent to the date of their evaluation, including any corrective actions
with respect to significant deficiencies or material weaknesses. It should be
noted that the design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote.
-35-
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On July 1, 2002, Trenwick 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 arose 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.
On September 6, 2002, Trenwick and European Re settled the outstanding
arbitration with European Re purchasing 550,000 of Trenwick's Series B
Cumulative Convertible Perpetual Preferred Shares. For a description of
the preferred shares issued by Trenwick in connection with the settlement
of the arbitration between Trenwick and European Re, see Note 7 of the
Notes to the Unaudited Consolidated Financial Statements and Management's
Discussion and Analysis of Financial Conditions and Results of Operations
- Catastrophe Equity Put.
In addition, Trenwick is party to various legal proceedings generally
arising in the normal course of its business. Trenwick does not believe
that the eventual outcome of any such proceeding will have a material
effect on its financial condition or business. Trenwick's subsidiaries are
regularly engaged in the investigation and the defense of claims arising
out of the conduct of their business. Pursuant to Trenwick'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
On October 18, 2002, A.M. Best Company lowered the financial strength
ratings of Trenwick's subsidiaries and affiliates below A-. The lowered
A.M. Best Company ratings constitute an event of default under Trenwick's
bank letter of credit facility. In addition, the increase in Trenwick's
loss reserves and the establishment of a U.S. deferred tax asset reserve
in the third quarter of 2002 resulted in Trenwick violating the financial
covenants requiring Trenwick to maintain a minimum tangible net worth and
minimum risk-based capital on November 14, 2002. If Trenwick is unable to
remedy the financial covenant violations within 30 days, a second event of
default shall have occurred under the credit facility. Trenwick is liable
under a guaranty of the letter of credit reimbursement obligations under
the credit facility.
For a description of the credit facility and the events of default
thereunder, see Note 10 of the Notes to the Unaudited Consolidated
Financial Statements and Management's Discussion and Analysis of Financial
Condition and Results of Operations - Financings, Financing Capacity and
Capitalization.
-36-
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
Related Party Transaction
On August 27, 2002, Trenwick entered into a consulting agreement with W.
Marston Becker, the Vice Chairman of Trenwick's Board of Directors, who
assumed the position of Trenwick's Acting Chairman and Acting Chief
Executive Officer. In consideration for such services, Trenwick agreed to
pay Mr. Becker a consulting fee of $50,000 per month. The consulting
agreement can be terminated by mutual agreement or upon 30 days prior
written notice by either party.
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits
10.1 Forbearance Agreement, dated as of November 11, 2002, among
Trenwick Group Ltd., Trenwick America Corporation, Trenwick
Holdings Limited, LaSalle Re Holdings and certain lending
institutions party to the Credit Agreement and JP Morgan Chase
Bank as Administrative Agent.
10.2 Consulting Agreement, dated as of August 26, 2002, between
Trenwick Group Ltd. and W. Marston Becker.*
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.
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.
*Management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
The following reports on Form 8-K were filed during the quarter
ended September 30, 2002:
Date of Report Item Reported
July 1, 2002 Commencement of the arbitration against European
Reinsurance Company of Zurich Securities
Insurance Option Agreement.
August 27, 2002 Announcement that James F. Billett, Jr.,
Trenwick's Chairman, President and Chief
Executive Officer, would be taking a leave of
absence for health reasons.
-37-
September 6, 2002 Announcement of Settlement Agreement, a Second
Amended and Restated Catastrophe Equity
Securities Issuance Option Agreement and
Amendment No. 1 to Registration Rights
Agreement, each dated September 6, 2002 with
European Reinsurance Company of Zurich.
-38-
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
Date: November 14, 2002 By: /s/ W. Marston Becker
--------------------------------------------
Name: W. Marston Becker
Title: Acting Chairman and Acting
Chief Executive Officer
Date: November 14, 2002 By: /s/ Alan L. Hunte
--------------------------------------------
Name: Alan L. Hunte
Title: Executive Vice President and
Chief Financial Officer
-39-
Certification of CEO Pursuant to
Securities Exchange Act Rules 13a-14 and 15d-14
as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, W. Marston Becker, the Acting Chairman and Acting Chief Executive Officer of
Trenwick Group Ltd., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Trenwick Group Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
-40-
Date: November 14, 2002
/s/ W. Marston Becker
- ------------------------------
W. Marston Becker
Acting Chairman and
Acting Chief Executive Officer
-41-
Certification of CFO Pursuant to
Securities Exchange Act Rules 13a-14 and 15d-14
as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Alan L. Hunte, Executive Vice President and Chief Financial Officer of
Trenwick Group Ltd., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Trenwick Group Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
-42-
Date: November 14, 2002
/s/ Alan L. Hunte
- ----------------------------
Alan L. Hunte
Executive Vice President and
Chief Financial Officer
-43-