<PAGE>
For the quarterly period ended September 30, 2000
------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 1-12823
-------
LaSalle Re Holdings Limited
(Exact name of registrant as specified in its charter)
Bermuda Not applicable
--------------------------------- -----------------------------------
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
Continental Building, 25 Church Street, Hamilton HM12, Bermuda
--------------------------------------------------------------
(Address of principal executive offices)
441-292-3339
------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]
Not applicable [_]
The number of Common Shares (par value $1.00 per share) outstanding as of
November 14, 2000 was 20,432,043.
<PAGE>
LaSalle Re Holdings Limited
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
Page
----
<S> <C>
ITEM 1. Unaudited Consolidated Financial Statements
Consolidated Balance Sheets September 30, 2000 and December 31,1999................. 3
Consolidated Statements of Operations and Comprehensive Income
Three Months and Nine Months ended September 30, 2000 and September 30, 1999........ 4
Consolidated Statements of Changes in Shareholders' Equity
Three Months and Nine Months ended September 30, 2000 and 1999...................... 5
Consolidated Statements of Cash Flows
Nine Months ended September 30, 2000 and 1999....................................... 6
Notes to Unaudited Consolidated Financial Statements................................ 7
ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial
Condition........................................................................... 12
ITEM 2A. Quantitative and Qualitative Disclosure about Market Risk........................... 23
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings................................................................... 26
ITEM 2. Changes in Securities and Use of Proceeds........................................... 26
ITEM 3. Defaults upon Senior Securities..................................................... 26
ITEM 4. Submission of Matters to a Vote of Security Holders................................. 26
ITEM 5. Other information................................................................... 26
ITEM 6. Exhibits and Reports on Form 8-K.................................................... 27
Signatures.................................................................................... 28
</TABLE>
<PAGE>
LaSalle Re Holdings Limited
Consolidated Balance Sheets
(Expressed in thousands of United States Dollars, except share and per share
data)
Unaudited
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
<S> <C> <C>
Assets
Debt securities held as available for sale at fair value
(amortized cost $557,392 : $549,552) $553,598 $539,727
Cash and deposits 9,361 19,864
Accrued investment income 11,627 12,215
Reinsurance balances receivable 94,793 78,424
Deferred acquisition costs 11,391 8,470
Prepaid reinsurance premiums 17,682 11,137
Outstanding losses recoverable from reinsurers 7,382 17,776
Intercompany balances 3,902 0
Other assets 30,080 38,555
------------------ -----------------
Total assets $739,816 $726,168
================== =================
Liabilities
Reserve for losses and loss expenses $176,749 $190,352
Unearned premium reserve 65,828 49,895
Other liabilities 43,207 37,055
Negative goodwill 12,196 0
------------------ -----------------
Total liabilities 297,980 277,302
------------------ -----------------
Minority interest 0 86,906
------------------ -----------------
Shareholders' equity
Share capital authorized in the aggregate 100,000,000
shares, par value $1
Preferred shares
(issued and outstanding, 3,000,000 Series A
preferred shares par value $1,
liquidation preference $25 per share) 3,000 3,000
Common shares
(issued and outstanding, 20,432,043 :15,603,652 par value $1) 20,432 15,604
Additional paid in capital 364,349 293,305
Accumulated other comprehensive income (3,794) (7,542)
Retained earnings 58,159 58,040
Deferred compensation (310) (447)
------------------ -----------------
Total shareholders' equity 441,836 361,960
------------------ -----------------
Total liabilities, minority interest and
shareholders' equity $739,816 $726,168
================== =================
</TABLE>
See accompanying notes to unaudited consolidated financial statements
3
<PAGE>
LaSalle Re Holdings Limited
Consolidated Statement of Operations and Comprehensive Income
(Expressed in thousands of United States Dollars, except share and per share
data)
Unaudited
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Revenues
Gross premiums written $25,321 $ 17,766 $122,567 $ 127,199
Premiums ceded (9,053) (1,182) (30,440) (27,207)
------- ------- -------- --------
Net premiums written 16,268 16,584 92,127 99,992
Change in unearned premiums 10,483 4,778 (9,388) (8,506)
------- ------- -------- --------
Net premiums earned 26,751 21,362 82,739 91,486
Net investment income 9,591 8,530 27,778 25,893
Net realized investment gain (losses) 270 (1,127) (1,916) (1,577)
Foreign currency gain (loss) (426) 218 (53) (335)
------- ------- -------- --------
Total revenues 36,186 28,983 108,548 115,467
------- ------- -------- --------
Expenses
Net losses and loss expenses incurred 15,924 25,568 69,190 100,561
Policy acquisition costs 5,621 3,409 16,269 14,496
Underwriting expenses 3,264 3,467 10,387 10,981
Corporate expenses 424 437 3,293 717
Interest expense 304 371 915 1,249
------- ------- -------- --------
Total expenses 25,537 33,252 100,054 128,004
------- ------- -------- --------
Income (loss) before minority interest 10,649 (4,269) 8,494 (12,537)
Minority interest 2,097 (1,034) 839 (4,059)
------- ------- -------- --------
Net income (loss) 8,552 (3,235) 7,655 (8,478)
Dividends on preferred stock (1,641) (1,641) (4,922) (4,922)
------- ------- -------- --------
Net income (loss) available to common shareholders 6,911 (4,876) 2,733 (13,400)
Other comprehensive income
Unrealized gains (losses) on securities 3,819 (393) 3,149 (13,159)
Less: reclassification adjustments
for losses (gains) included in net loss (206) 865 1,466 1,210
------- ------- -------- --------
Total other comprehensive income (loss) 3,613 472 4,615 (11,949)
------- ------- -------- --------
Common shareholders comprehensive income (loss) $10,524 ($4,404) $ 7,348 ($25,349)
======= ======= ======== =======
</TABLE>
See accompanying notes to unaudited consolidated financial statements
4
<PAGE>
<TABLE>
<CAPTION>
LaSalle Re Holdings Limited
Consolidated Changes of Shareholders' Equity
(Expressed in thousands of United States Dollars, except share and per share data)
Unaudited
Three Months Ended Nine Months Ended
September 30, 2000 September 30, 1999 September 30, 2000 September 30, 1999
<S> <C> <C> <C> <C>
Common shareholders' equity, beginning of $356,579 $386,804 $361,960 $424,567
Common shares. $1 par value, and additional
paid in capital
Issuance of 1,120, 3,065, 21,352, 13,450 shares
for cash under the employee stock purchase plan 13 52 247 224
Issuance of 0, 3,643, 653, 58,643 shares under
employee compensation plan 0 64 7 865
Compensation expense recognized under employee
compensation plan 200 0 243 0
Exercise of options 8 0 8 0
Exercise of options to acquire shares of subsidiary 105 0 105 0
Purchase of 253,000 shares from minority interest 0 0 0 (3,275)
Equity put option, net of minority interest (316) (1,420) (631) (1,420)
Change in minority interest (925) 253 (682) 0
Issuance of 4,797,649 shares to acquire minority
interest in subsidiary 78,171 0 78,171 0
Acquisition costs (1,596) 0 (1,596) 0
Deferred Compensation
Restricted common shares awarded 0 0 0 (659)
Compensation expense recognized, net of minority interest 68 143 208 143
Acquisition of minority interest (71) 0 (71) 0
Retained earnings
Net income (loss) 6,911 (4,876) 2,732 (13,401)
Dividends on common shares of LaSalle Re 0 0 0 (11,711)
Repurchase of exercised share options in subsidiary (41) 0 (41) 0
Repurchase of options to acquire shares in subsidiary 0 0 (2,396) (1)
Change in minority interest (14) 705 (176) (1,186)
Accumulated other comprehensive income
Unrealized gain (loss) in period, net of minority 3,613 472 4,615 (11,949)
interest
Acquisition of minority interest (869) 0 (867) 0
----------- ----------- ----------- -----------
Common shareholders' equity, end of $441,836 $382,197 $441,836 $382,197
=========== =========== =========== ===========
</TABLE>
See accompanying notes to unaudited consolidated financial statements
================================================================================
<PAGE>
LaSalle Re Holdings Limited
Consolidated Statements of Cash Flows
(Expressed in thousands of United States Dollars)
Unaudited
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Nine Months Ended
September 30, 2000 September 30, 1999
<S> <C> <C>
Cash flows from operating activities
Net income $ 7,655 ($8,478)
Adjustments to reconcile net income to
cash provided by operating activities:
Minority interest in net income 839 (4,059)
Amortization of investment premium (879) (35)
Net gain on sale of investments 1,916 1,577
Unrealized (gain) loss on foreign exchange (1,220) 203
Changes in:
Accrued investment income 587 1,910
Reinsurance balances receivable (16,780) (26,256)
Deferred acquisition costs (2,921) (1,780)
Prepaid reinsurance premiums (6,545) (11,408)
Outstanding losses recoverable from reinsurers 10,395 (9,100)
Intercompany balances (5,498) 0
Other assets 8,511 (1,993)
Reserve for losses and loss expenses (11,777) 45,942
Unearned premium reserve 15,933 19,915
Other liabilities 5,957 16,282
----------- -----------
Cash provided by operating activities 6,173 22,720
----------- -----------
Cash flows from investing activities
Purchase of investments (206,856) (215,297)
Proceeds on the sale of investments 197,979 226,903
----------- -----------
Cash (applied to) provided by investing activities (8,877) 11,606
----------- -----------
Cash flows from financing activities
Issue of shares 1,124 721
Dividends paid (4,922) (27,775)
Share and option repurchases (3,176) 0
Equity put option premium (825) (1,850)
----------- -----------
Cash applied to financing activities (7,799) (28,904)
----------- -----------
Net (decrease) increase in cash and cash equivalents (10,503) 5,422
Cash and cash equivalents at beginning of period 19,864 10,503
----------- -----------
Cash and cash equivalents at end of period $ 9,361 $ 15,925
=========== ===========
</TABLE>
See accompanying notes to unaudited consolidated financial statements
================================================================================
<PAGE>
LaSalle Re Holdings Limited
Notes to Unaudited Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share
data)
--------------------------------------------------------------------------------
1. General
The accompanying unaudited interim consolidated financial statements have been
prepared pursuant to the rules and regulations for reporting on Form 10-Q.
Accordingly, certain information and footnotes required by generally accepted
accounting principles for complete financial statements are not included herein.
The interim financial statements should be read in conjunction with the LaSalle
Re Holdings Limited Annual Report on Form 10-K for the fiscal year ended
September 30, 1999.
Interim statements are subject to possible adjustments in connection with the
annual audit of the Company's financial statements for the full year; in the
Company's opinion, all adjustments necessary for a fair presentation of these
interim statements have been included and are of a normal and recurring nature.
Unless the context otherwise requires, references herein to the "Company"
include LaSalle Re Holdings Limited and its subsidiary, LaSalle Re Limited
("LaSalle Re") and its subsidiaries LaSalle Re Corporate Capital Ltd. ("LaSalle
Re Capital") and LaSalle Re (Services) Limited. The consolidated financial
statements include the results of the Company and the Company's share of LaSalle
Re and its subsidiaries for all periods presented.
2. Change in Fiscal Year
On September 18, 2000, the Board of Directors of the Company approved a change
in the Company's fiscal year end from September 30 to December 31, effective the
calendar year beginning January 1, 2000. A three-month transition period from
October 1, 1999 through December 31, 1999 will precede the start of the new
fiscal year.
3. Business Combination
On September 27, 2000 the Company, LaSalle Re, Trenwick Group Ltd. and Trenwick
Group Inc., completed a business combination (the "Business Combination"). Under
the terms of the Business Combination, the common shareholders of the Company,
LaSalle Re and Trenwick Group Inc., exchanged their shares on a one-for-one
basis for shares in Trenwick Group Ltd. Following this transaction, the Company
became a wholly owned subsidiary of Trenwick Group Ltd.
Trenwick Group Ltd. is the newly formed Bermuda holding company which, including
the Company, has five principal operating units. Trenwick America Reinsurance
Corporation provides reinsurance to U.S. insurance companies for property and
casualty risks. Trenwick International Limited underwrites treaty and
facultative reinsurance as well as specialty insurance on a worldwide basis.
Canterbury Financial Group Inc. underwrites specialty property and casualty
primary insurance programs through managing general agents. Chartwell Managing
Agents manages three underwriting syndicates at Lloyds.
--------------------------------------------------------------------------------
7
<PAGE>
LaSalle Re Holdings Limited
Notes to Unaudited Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share
data)
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
LaSalle Re Minority shares $ 4,798
Trenwick's average price per common share $ 15.76
Total consideration for minority shares 75,611
Acquisition costs 1,596
Total purchase price 77,207
Less: Fair value of assets acquired (89,403)
---------------
Negative goodwill $(12,196)
---------------
</TABLE>
The acquisition has been accounted for using the purchase method of accounting
and, accordingly, the purchase price has been allocated to the assets purchased
and the liabilities assumed based on the estimated fair values at the date of
acquisition. The excess of the estimated fair value of the net assets over the
purchase price of approximately $12.0 million has been recorded as negative
goodwill, and will be released on a straight line basis over 10 years.
All assets and liabilities of the Minority shareholding are consolidated in the
balance sheet as of September 30, 2000 and will be included within the operating
results commencing with the period from October 1, 2000.
The following unaudited pro forma consolidated results of operations for the
nine-month period ended September 30, 2000 and September 30, 1999 assumes the
acquisition had taken place on January 1 of each period.
<TABLE>
<CAPTION>
Nine months Ended
September 30,
2000 1999
<S> <C> <C>
Net premiums earned $ 82,739 $ 91,486
Total revenue 108,548 115,467
Net income (loss) $ 8,494 $(12,537)
</TABLE>
The above unaudited pro-forma financial information is not necessarily
indicative either of the results of operations that would have occurred had this
transaction been consummated at the beginning of the periods presented or of
future results of operations.
--------------------------------------------------------------------------------
8
<PAGE>
LaSalle Re Holdings Limited
Notes to Unaudited Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share
data)
--------------------------------------------------------------------------------
4. Reinsurance
The effect of reinsurance on premiums written and earned is as follows:
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, 2000 September 30, 1999 September 30, 2000 September 30, 1999
-------------------- -------------------- -------------------- --------------------
Written Earned Written Earned Written Earned Written Earned
--------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assumed $25,321 $35,285 $17,766 $28,083 $122,567 $106,634 $127,199 $107,285
Ceded (9,053) (8,534) (1,182) (6,721) (30,440) (23,895) (27,207) (15,799)
------- ------- ------- ------- -------- -------- -------- --------
Net Premiums 16,268 26,751 16,584 21,362 92,127 82,739 99,992 91,486
======= ======= ======= ======= ======== ======== ======== ========
</TABLE>
5. Segment Reporting
The Company has two reportable segments: reinsurance operations and Lloyd's. The
reinsurance segment provides reinsurance for property catastrophe and for other
lines of business which have similar characteristics, namely high severity and
low frequency. The Lloyd's segment is written through LaSalle Re Capital, which
provides capital support to selected Lloyd's syndicates. The lines of business
written by the selected syndicates include direct and facultative insurance,
marine insurance and reinsurance, professional indemnity, directors and officers
insurance and bankers blanket bond business. The Company does not intend to
provide capacity beyond December 31, 2000. Data for the three months and nine
months ended September 30, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>
Three Months Ended
September 30, 2000
------------------
Reinsurance Lloyd's Total
----------------- -------------- ----------------
<S> <C> <C> <C>
Gross premiums written $ 15,872 $ 9,449 $ 25,321
-------- ------- --------
Reinsurance revenues 19,892 6,859 26,751
Investment income 9,121 470 9,591
Realized investment gains 270 0 270
Foreign currency loss (426) 0 (426)
-------- ------- --------
Total revenues 28,857 7,329 36,186
-------- ------- --------
Income (loss) before minority interest 12,626 (1,977) 10,649
Assets 674,262 65,554 739,816
Loss and loss expense ratio 46.3% 97.8% 59.5%
Expense ratio 31.6% 37.9% 33.2%
Combined ratio 77.9% 135.7% 92.7%
</TABLE>
--------------------------------------------------------------------------------
9
<PAGE>
LaSalle Re Holdings Limited
Notes to Unaudited Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share
data)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
September 30, 1999
------------------
Reinsurance Lloyd's Total
----------------- -------------- ---------------
<S> <C> <C> <C>
Gross premiums written $ 13,061 $ 4,705 $ 17,766
-------- ------- --------
Reinsurance revenues 17,797 3,565 21,362
Investment income 8,176 354 8,530
Realized investment losses (1,127) 0 (1,127)
Foreign currency gain 218 0 218
-------- ------- --------
Total revenues 25,064 3,919 28,983
-------- ------- --------
Loss before minority interest (3,865) (404) (4,269)
Assets 677,573 58,534 736,107
Loss and loss expense ratio 129.2% 72.4% 119.7%
Expense ratio 28.8% 48.9% 32.2%
Combined ratio 158.0% 121.3% 151.9%
Nine Months Ended
September 30, 2000
------------------
Reinsurance Lloyd's Total
---------------- ------------- --------------
Gross premiums written $ 97,908 $24,659 $122,567
-------- ------- --------
Reinsurance revenues 65,577 17,162 82,739
Investment income 26,744 1,034 27,778
Realized investment losses (1,916) 0 (1,916)
Foreign currency loss (53) 0 (53)
-------- ------- --------
Total revenues 90,352 18,196 108,548
-------- ------- --------
Income (Loss) before minority interest 13,885 (5,391) 8,494
Assets 674,262 65,554 739,816
Loss and loss expense ratio 76.3% 111.5% 83.6%
Expense ratio 31.1% 36.6% 32.2%
Combined ratio 107.4% 148.1% 115.8%
</TABLE>
--------------------------------------------------------------------------------
10
<PAGE>
Lasalle Re Holdings Limited
Notes to Unaudited Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share
data)
--------------------------------------------------------------------------------
Nine Months Ended
September 30, 1999
------------------
Reinsurance Lloyd's Total
----------- ------- -----
Gross premiums written $108,326 $18,873 $127,199
-------- ------- --------
Reinsurance revenues 81,765 9,721 91,486
Investment income 25,231 662 25,893
Realized investment losses (1,577) 0 (1,577)
Foreign currency gain (loss) (335) 0 (335)
-------- ------- --------
Total revenues 105,084 10,383 115,467
-------- ------- --------
Loss before minority interest (9,345) (3,192) (12,537)
Assets 677,573 58,534 736,107
Loss and loss expense ratio 112.3% 89.8% 109.9%
Expense ratio 25.2% 49.8% 27.8%
Combined ratio 137.5% 139.6% 137.7%
6. Reclassifications
Certain amounts have been reclassified to conform to the 2000 presentation.
--------------------------------------------------------------------------------
11
<PAGE>
Lasalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
The following is a discussion and analysis of the Company's results of
operations for the three months and nine months ended September 30, 2000 and
1999 and financial condition as of September 30, 2000. This discussion and
analysis should be read in conjunction with the attached unaudited consolidated
financial statements and notes thereto of the Company and the audited
consolidated financial statements and notes thereto contained in the Company's
Annual Report on Form 10-K for the fiscal year ended September 30, 1999.
General
LaSalle Re Holdings Limited, which is a wholly owned subsidiary of Trenwick
Group Ltd., primarily writes property catastrophe reinsurance on a worldwide
basis through its subsidiary, LaSalle Re. Property catastrophe reinsurance
contracts cover unpredictable events such as hurricanes, windstorms, hailstorms,
earthquakes, fires, industrial explosions, freezes, riots, floods and other man-
made or natural disasters. Therefore, there can be significant volatility in the
Company's results from fiscal quarter to quarter and fiscal year to year.
Through LaSalle Re Capital, the Company also provides capital support to
selected Lloyd's syndicates which individually write the following lines of
business: direct and facultative insurance, marine reinsurance, and professional
indemnity, directors and officers insurance and bankers blanket bond business.
Due to the nature of the business written by the Company, the financial data
included herein is not necessarily indicative of the results of operations or
financial condition of the Company in the future.
Results of Operations - for the three months ended September 30, 2000 and 1999
2000 1999 Change
-----------------------------
(in thousands)
Underwriting income (loss) $ 1,942 $(11,082) $13,024
Net investment income 9,591 8,530 1,061
Interest expense (304) (371) 67
------- -------- -------
Operating income (loss) 11,229 (2,923) 14,152
Net realized investment gains (losses) 270 (1,127) 1,397
Foreign currency gains (losses) (426) 218 (644)
Corporate expenses (424) (437) 13
------- -------- -------
Income (loss) before minority interest 10,649 (4,269) 14,918
Minority interest in net (income) loss (2,097) 1,034 (3,131)
------- -------- -------
Net income (loss) $ 8,552 $ (3,235) $11,787
======= ======== =======
Net income of $8.6 million in 2000 represents an $11.8 million increase over the
net loss of $3.2 million in 1999. The increase is principally caused by improved
underwriting results in 2000. Also contributing to the increase are additions to
net investment income and net realized investment gains, partially offset by
increased foreign currency losses.
--------------------------------------------------------------------------------
12
<PAGE>
Lasalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
Underwriting income (loss)
2000 1999 Change
--------------------------------
(in thousands)
Net premiums earned $ 26,751 $ 21,362 $ 5,389
Losses and loss expenses incurred (15,924) (25,568) 9,644
Acquisition costs and underwriting expenses (8,885) (6,876) 2,009
--------- --------- ----------
Total underwriting costs and expenses (24,809) (32,444) 7,635
--------- --------- ----------
Underwriting income (loss) $ 1,942 $(11,082) $13,024
========= ========= ==========
Loss ratio 59.5% 119.7% (60.2)%
Underwriting expense ratio 33.2% 32.2% (1.0)%
Combined ratio 92.7% 151.9% (59.2)%
Underwriting income of $1.9 million in 2000 represents a $13.0 million
improvement over the underwriting loss of $11.1 million in 1999. The improvement
is principally caused by a reduction in the loss ratio by approximately 60% and
a 25% increase in net premiums earned.
Premiums written
----------------
Gross premiums written for the quarter ended September 30, 2000 were $25.3
million compared to $17.8 million for the quarter ended September 30, 1999, an
increase of $7.5 million or 42%. Details of gross premiums written are
provided below.
2000 1999 Change
--------------------------------
(in thousands)
Property catastrophe
US $ 8,969 $10,354 $(1,385)
International 5,463 5,864 (401)
------- ------- -------
Total property catastrophe 14,432 16,218 (1,786)
Lloyd's and other lines 10,697 6,557 4,140
Fronted premiums and premium adjustments 192 (5,009) 5,201
------- ------- -------
$25,321 $17,766 $ 7,555
======= ======= =======
Property catastrophe gross premiums written decreased from $16.2 million for the
quarter ended September 30, 1999 to $14.4 million for the quarter ended
September 30, 2000. This was primarily due to the non-renewal of certain U.S.
property catastrophe contracts with insufficient pricing levels.
For the quarter ended September 30, 2000, gross premiums written in lines of
business other than property catastrophe totaled $10.9 million compared to $1.5
million for the quarter ended September 30, 1999. The increase was due to an
increase in premium estimates on Lloyd's business for the 1999 and 1998
underwriting years of account, offset by the non-renewal of certain contracts.
Gross premiums written for the quarter ended September 30, 1999 includes a
reduction of $5.5 million relating to re-estimates of premiums on in force quota
share contracts following revised information from cedants.
--------------------------------------------------------------------------------
13
<PAGE>
Lasalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
Gross premiums ceded for the quarter ended September 30, 2000 were $9.1 million
compared to $1.2 million for the quarter ended September 30, 1999. The increase
of $7.9 million was due to the purchase of new reinsurance protections. As a
result of the above, net premiums written for the quarter ended September 30,
2000 were $16.3 million compared to $16.6 million for the quarter ended
September 30, 1999.
Premiums earned
---------------
2000 1999 Change
------------------------
(in thousands)
Gross premiums written $25,321 $17,766 $7,555
Change in premiums earned 9,964 10,317 (353)
------- ------- ------
Gross premiums earned 35,285 28,083 7,202
------- ------- ------
Gross premiums ceded 9,053 1,182 7,871
Change in premiums ceded (519) 5,539 6,058
------- ------- ------
Amortized ceded premiums 8,534 6,721 1,813
------- ------- ------
Net premiums earned $26,751 $21,362 $5,389
======= ======= ======
Net premiums earned for the quarter ended September 30, 2000 were $26.8 million
compared to $21.4 million for the same quarter in 1999. The increase in net
premiums earned is due primarily to an increase in premium estimates on Lloyd's
business which is fully earned when booked.
Losses and loss expenses
------------------------
The Company incurred losses and loss expenses, net of recoveries, of $15.9
million during the quarter ended September 30, 2000 compared with $25.6 million
during the quarter ended September 30, 1999. There were no major catastrophe
loss events that affected the Company during the quarter ended September 30,
2000. However, the Company provided a further $3.7 million on its Lloyd's
business associated with the increased premium estimates on the 1999 and 1998
underwriting years of account. During the quarter ended September 30, 1999 the
Company experienced net losses of $13.6 million from three catastrophic events
which occurred during the quarter: Hurricane Floyd, an earthquake which hit
Turkey and Typhoon Olga which hit North Korea. Losses and loss expenses in both
periods include reserves for reported smaller losses and the establishment of
reserves for other events that occurred during the quarter but had not been
reported.
Underwriting expenses
---------------------
2000 1999 Change
----------------------
(in thousands)
Policy acquisition costs $5,621 $3,409 $2,212
Underwriting expenses 3,264 3,467 (203)
------ ------ ------
Total underwriting expenses $8,885 $6,876 $2,009
====== ====== ======
Underwriting expense ratio 33.2% 32.2% 1.0%
====== ====== ======
--------------------------------------------------------------------------------
14
<PAGE>
Lasalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
Policy acquisition costs as a percentage of net premiums earned were 21.0% for
the quarter ended September 30, 2000 compared to 16.0% for the quarter ended
September 30, 1999. The increase in the ratio was caused principally by an
increase in premiums written relating to business other than property
catastrophe, which has a higher expense ratio.
Other underwriting costs including underwriting salary costs were relatively
consistent at $3.3 million for the quarter ended September 30, 2000 compared to
$3.5 million for the quarter ended September 30, 1999.
Net investment income
---------------------
2000 1999 Change
-----------------------------------
(in thousands)
Average invested assets $544,304 $542,967 $1,337
Average annualized yields 6.5% 5.9% 0.6%
--------- --------- -------
Net investment income - portfolio 8,847 7,945 902
Net investment income - non-portfolio 744 585 159
--------- --------- -------
Net investment income $ 9,591 $ 8,530 $1,061
========= ========= =======
Net investment income for the three months ended September 30, 2000 was $9.6
million compared to $8.5 million for the same period in 1999. Annualized
portfolio investment income as a percentage of the average market value of
invested assets was 6.5% for the three months ended September 30, 2000 compared
to 5.9% for the three months ended September 30, 1999.
Interest expense
----------------
Interest expense for the three months ended September 30, 2000 was $0.3 million
compared to $0.4 million for the same period in 1999.
Non-operating income and expenses
---------------------------------
Net realized gains on investments were $0.3 million during the three months
ended September 30, 2000, compared to net realized losses of $1.1 million for
the three months ended September 30, 1999. Both the losses and gains in the
three months ended September 30, 2000 and September 30, 1999, were made pursuant
to a policy designed to protect the total returns on the portfolio.
The Company recorded an exchange loss of $0.4 million for the three months ended
September 30, 2000 compared to an exchange gain of $0.2 million for the three
months ended September 30, 1999 which was due to a fall in the value of the
European currencies against the US dollar.
The Company incurred corporate expenses of $0.4 million during both the three
months ended September 30, 2000 and the three months ended September 30, 1999.
--------------------------------------------------------------------------------
15
<PAGE>
Lasalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
Results of Operations - Nine Months Ended September 30, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999 Change
-----------------------------------------------
(in thousands)
<S> <C> <C> <C>
Underwriting income (loss) $(13,107) $(34,552) $21,445
Net investment income 27,778 25,893 1,885
Interest expense (915) (1,249) 334
-------- -------- -------
Operating income (loss) 13,756 (9,908) 23,664
Net realized investment losses (1,916) (1,577) (339)
Foreign currency losses (53) (335) 282
Corporate expenses (3,293) (717) (2,576)
-------- -------- -------
Income (loss) before minority interest 8,494 (12,537) 21,031
Minority interest in net (income) loss (839) 4,059 (4,898)
-------- -------- -------
Net income (loss) $ 7,655 $ (8,478) $16,133
======== ========= =======
</TABLE>
Net income of $7.6 million in 2000 represents a $16.1 million increase over the
net loss of $8.5 million in 1999. The increase is principally caused by improved
underwriting results in 2000. Also contributing to the increase are additions
to net investment income, offset by increased corporate expenses.
Underwriting income (loss)
<TABLE>
<CAPTION>
2000 1999 Change
-----------------------------------------------
(in thousands)
<S> <C> <C> <C>
Net premiums earned $ 82,739 $ 91,486 $ (8,747)
-------- -------- --------
Losses and loss expenses incurred 69,190 100,561 31,371
Acquisition costs and underwriting expenses 26,656 25,477 1,179
-------- -------- --------
Total underwriting costs and expenses 95,846 126,038 30,192
-------- -------- --------
Underwriting income (loss) $(13,107) $(34,552) $ 21,445
======== ======== ========
Loss ratio 83.6% 109.9% (26.3)%
Underwriting expense ratio 32.2% 27.8% 4.4%
Combined ratio 115.8% 137.7% (21.9)%
</TABLE>
Underwriting loss of $13.1 million in 2000 represents a $21.0 million
improvement over the underwriting loss of $34.6 million in 1999. The
improvement is principally caused by a 26.3% improvement in the loss ratio.
Premiums written
----------------
Gross premiums written for the nine months ended September 30, 2000 were $122.6
million compared to $127.2 million for the nine months ended September 30, 1999,
a decrease of 4%. Details of gross written premiums are provided below:
--------------------------------------------------------------------------------
16
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(in thousands)
2000 1999 Change
-------------------------------------------------
<S> <C> <C> <C>
Property catastrophe
US $ 46,721 $ 49,234 $(2,513)
International 31,821 38,332 (6,511)
-------------- -------------- -------------
Total property catastrophe 78,542 87,566 (9,024)
Lloyd's and other lines 38,115 31,647 6,468
Fronted premiums and premium adjustments 5,910 7,986 (2,076)
-------------- -------------- -------------
$122,567 $127,199 $(4,632)
============== ============== =============
</TABLE>
The Company's international property catastrophe gross premiums written
decreased $6.5 million for the nine months ended September 30, 2000 compared
with the nine months ended September 30, 1999. This decrease was the result of a
planned reduction in international catastrophe pro-rata treaties. The decrease
on the U.S. property catastrophe book was due to the non-renewal of contracts
with insufficient pricing levels.
Gross premiums written in lines other than property catastrophe increased by
$4.4 million for the nine months ended September 30, 2000 compared to the nine
months ended September 30, 1999. The increase in gross premiums arose primarily
from adjustments in premium estimates associated with the Company's Lloyd's
business for the 1999 and 1998 underwriting years of account.
Premiums ceded for the nine months ended September 30, 2000 were $30.4 million
compared to $27.2 million for the nine months ended September 30, 1999. The
increase was primarily due to an increase in the amount of reinsurance purchased
by the Company. As a result of the above, net premiums written for the nine
months ended September 30, 2000 were $92.1 million compared to $100.0 million
for the nine months ended September 30, 1999.
<TABLE>
<CAPTION>
Premiums earned 2000 1999 Change
--------------- ----------------------------------------------------
<S> <C> <C> <C>
(in thousands)
Gross premiums written $122,567 $127,199 $(4,632)
Change in premiums earned (15,933) (19,914) 3,981
--------------- -------------- -------------
Gross premiums earned 106,634 107,285 (651)
--------------- -------------- -------------
Gross premiums ceded 30,440 27,207 (3,233)
Change in premiums ceded (6,545) (11,408) (4,863)
--------------- -------------- -------------
Amortized ceded premiums 23,895 15,799 (8,096)
--------------- -------------- -------------
Net premiums earned $ 82,739 $ 91,486 $(8,747)
=============== ============== =============
</TABLE>
Net premiums earned for the nine months ended September 30, 2000 were $82.7
million compared to $91.5 million for the same period in 1999. The decline in
premiums earned of $8.8 million was commensurate with the decline in net
premiums written.
Losses and loss expenses
------------------------
The Company incurred losses and loss expenses, net of recoveries, of $69.2
million during the nine months ended September 30, 2000 compared with $100.6
million during the nine months ended September 30, 1999. During the nine months
ended September 30, 2000 claims and claims expenses included an increase of
$16.6 million in net losses
--------------------------------------------------------------------------------
17
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
relating to Storm Martin that hit France in late 1999. This followed an increase
in the market estimate of the loss set in early 2000 due to an increase in
information available to the cedants. In addition, the Company strengthened it's
loss reserves for the Danish storm which occurred in early December 1999, by
$8.3 million. The Company also recorded $7.4 million of additional loss reserves
relating to its Lloyd's business.
During the nine months ended September 30, 1999, losses and loss expenses
incurred included $25.6 million in losses from various catastrophies including,
the Australian hailstorm, the Oklahoma tornadoes, Hurricane Floyd, the Turkish
earthquake that hit in August 1999, and Typhoon Olga. During this period the
Company completed a valuation of its reserving methodology and assumptions used
in setting incurred-but-not-reported loss reserves. As a result of this study,
the Company recorded an increase in claims and claims expenses of $20 million.
In addition, the Company recorded approximately $14 million of additional
reserves relating to contracts written in prior years.
Underwriting expenses
----------------------
2000 1999 Change
-------------------------------------------------
Policy acquisition costs $16,269 $14,496 $1,773
Underwriting costs 10,387 10,981 (594)
------------- ------------- -------------
Total underwriting expenses $26,656 $25,477 $1,179
============= ============= =============
Underwriting expense ratio 32.2% 27.8% 4.4%
============= ============= =============
Policy acquisition costs as a percentage of net earned premiums were 19.7% for
the nine months ended September 30, 2000 compared to 15.8% for the nine months
ended September 30, 1999. The increase in the policy acquisition expense ratio
was due to an increase in non-catastrophe business which has a higher expense
ratio and an increase in the amount of amortized ceded premiums which reduced
net earned premiums.
Underwriting costs of $ 10.4 million for the nine months ended September 30,
2000 were relatively unchanged compared to underwriting expenses of $11.0
million for the nine months ended September 30, 1999.
Net investment income
---------------------
2000 1999 Change
---------------------------------
Average invested assets $546,657 $555,337 $8,680
Average annualized yield 6.3% 5.8% 0.5%
-------- -------- -------
Net investment income - portfolio 25,901 23,946 1,955
Net investment income - non portfolio 1,877 1,947 (70)
-------- -------- -------
Net investment income $ 27,778 $ 25,893 $1,885
======== ======== =======
Net investment income for the nine months ended September 30, 2000 was $27.8
million compared to $25.9 million for the same period in 1999. Annualized
portfolio investment income as a percentage of the average market value of
invested assets was
--------------------------------------------------------------------------------
18
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
6.3% for the nine months ended September 30, 2000 compared to 5.8% for the nine
months ended September 30, 1999.
Interest expense
----------------
Interest expense was $0.9 million for the nine months ended September 30, 2000
compared with $1.2 million for the nine months ended September 30, 1999.
Net operating income and expenses
---------------------------------
Net realized losses on investments were $1.9 million during the nine months
ended September 30, 2000, compared to net realized losses of $1.6 million for
the nine months ended September 30, 1999. Both the losses were made pursuant to
a policy designed to protect the total returns on the portfolio.
The Company recorded a negligible exchange loss for the nine months ended
September 30, 2000 compared to an exchange loss of $0.4 million for the nine
months ended September 30, 1999 which was due to a fall in the value of European
currencies against the US dollar.
The Company incurred corporate costs of $3.3 million during the nine months
ended September 30, 2000 compared to $0.7 million for the nine months ended
September 30, 1999. The corporate costs incurred in 2000 consist of the write-
off of reinsurance software of $2.2 million and corporate costs of $0.8 million
relate primarily to the costs associated with the Company's business combination
agreement with Trenwick Group Inc. The costs incurred in the nine months ended
September 30, 1999 related to the preparation and filing of a registration
statement for an offering of preferred shares which was subsequently withdrawn.
Liquidity and Capital Resources
As a holding company, the Company's assets consist primarily of all of the
outstanding voting stock of LaSalle Re. The Company's cash flows depend
primarily on dividends and other permitted payments from LaSalle Re and its
subsidiaries.
LaSalle Re's sources of funds consist of net premiums written, investment income
and proceeds from sales and redemptions of investments. Cash is used primarily
to pay losses and loss expenses, brokerage, commissions, excise taxes,
administrative expenses and dividends. Under the Insurance Act 1978, amendments
thereto and related regulations of Bermuda (the "Insurance Act"), LaSalle Re is
prohibited from paying dividends of more than 25% of its opening statutory
capital and surplus unless it files an affidavit stating that it will continue
to meet the required solvency margin and minimum liquidity ratio requirements
and from declaring or paying any dividends without the approval of the Bermuda
Minister of Finance if it failed to meet its required margins in the previous
fiscal year. The Insurance Act also requires LaSalle Re to maintain a minimum
solvency margin and minimum liquidity ratio and prohibits dividends that would
result in a breach of these requirements. In addition, LaSalle Re is prohibited
under the
--------------------------------------------------------------------------------
19
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
Insurance Act from reducing its total opening statutory capital by more than 15%
without the approval of the Minister of Finance. LaSalle Re currently meets
these requirements. In addition, the payment of dividends by LaSalle Re is
subject to LaSalle Re's need to maintain shareholders' equity adequate to
support the level of its reinsurance operations.
Operating activities provided net cash of $6.2 million for the nine months ended
September 30, 2000 and $22.7 million for the nine months ended September 30,
1999. Cash flows from operations in future years may differ substantially from
net income. Cash flows are affected by loss payments, which, due to the nature
of the reinsurance coverage provided by LaSalle Re, are generally expected to
comprise large loss payments on a limited number of claims and can therefore
fluctuate significantly from year to year. The irregular timing of these large
loss payments can create significant variations in operating cash flows between
periods. LaSalle Re funds such payments from cash flows from operations and
sales of investments.
As a result of the potential for large loss payments, LaSalle Re maintains a
substantial portion of its assets in cash and investments. As of September 30,
2000, 76% of its total assets were held in cash and investments, which totaled
$563.0 million. To further mitigate the uncertainty surrounding the amount and
timing of potential liabilities and to minimize interest rate risk, LaSalle Re
maintains a short average duration for its investment portfolio. The modified
average duration of the portfolio was 3.1 years at September 30, 2000.
As of September 30, 2000, 78.6% of the securities held in the Company's fixed
maturity investment portfolio rated "AA" or better and 96.8% were fixed-income
securities rated "A" or better by Standard & Poor's Ratings Services or Moody's
Investors Service, Inc. No single investment comprised more than 5% of the
overall portfolio. As at September 30, 2000, issuers from the Far East and Asia
represented less than 1.0% of the investment portfolio. These bonds had an
insignificant aggregate unrealized loss and were all rated "AAA".
The Company has adopted the Statement of Financial Accounting Standard No. 115
("SFAS 115") to account for its marketable securities with all of the Company's
investments classified as "available for sale". Under this classification,
investments are recorded at fair market value and any unrealized gains or losses
are reported as "Accumulated other comprehensive income", a separate component
of shareholders' equity. In accordance with SFAS No. 130 "Reporting of
Comprehensive Income", the movement in unrealized gains or losses on these
investments are disclosed as part of other comprehensive income. The unrealized
loss on the investment portfolio was $3.8 million at September 30, 2000 compared
to a loss of $7.5 million, net of amounts attributable to minority interest, at
December 31, 1999.
The increases in reinsurance balances receivable, deferred acquisition costs and
unearned premium from $78.4 million, $8.5 million and $49.9 million at December
31, 1999 to $94.8 million, $11.4 million and $65.8 million at September 30, 2000
were due to the seasonality of the business written. The Company's major renewal
dates being January 1, April 1 and July 1.
--------------------------------------------------------------------------------
20
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
The increase in prepaid reinsurance premiums from $11.1 million at December 31,
1999 to $17.7 million at September 30, 2000 is primarily a function of the
inception dates of the ceded contracts.
Intercompany balances at September 30, 2000 represented the costs associated
with the business combination agreement that the Company has accounted for as
part of the purchase price.
Other assets decreased from $38.6 million as at December 31, 1999 to $30.1
million as at September 30, 2000. This was in part due to a reduction in the
deposit asset relating to the Company's multi year reinsurance contract
following a reduction in coverage and in part to the elimination of the asset
relating to the Company's cancelled reinsurance software.
At September 30, 2000, reserves for unpaid losses and loss expenses were $176.7
million compared to $190.4 million at December 31, 1999. Included in the reserve
for unpaid losses and loss expenses at September 30, 2000 was an amount of $30.8
million compared to $21.5 million at December 31, 1999 in respect of the
business underwritten by LaSalle Re Capital.
Other liabilities increased from $37.1 million at December 31, 1999 to $43.2
million at September 30, 2000. This was primarily due to the accrual of costs
associated with closing the business combination with Trenwick Group Inc.
The minority interest of $86.9 million at December 31, 1999 represented by the
exchangeable non-voting shares held in LaSalle Re Limited. Following the
Company's business combination agreement with Trenwick Group Inc., the
exchangeable non-voting shares were exchanged for shares in Trenwick Group Ltd.
Consequently, Trenwick Group Ltd. now owns all shares in LaSalle Re Limited and
LaSalle Re Holdings. The negative goodwill of $12.2 million included in
liabilities was created by the transaction.
The Company has no material commitments for capital expenditures.
On September 1, 2000, the Company paid a dividend of $.5469 per share to holders
of record of Series A preferred shares on July 31, 2000. As of September 30,
2000, dividends due but not yet declared on the Series A preferred shares
amounted to $0.5 million. The declaration and payment of any dividends is
dependent upon the profits and financial requirements of the Company and other
factors, including certain legal, regulatory and other restrictions. There can
be no assurance that the Company will declare or pay any dividends in future
periods.
In accordance with the terms of certain reinsurance contracts, the Company has
posted letters of credit in the amount of $16.1 million as of September 30, 2000
as compared to $22.6 million as of December 31, 1999 to support outstanding loss
reserves. In connection with LaSalle Re Capital's support of three Lloyd's
syndicates, with effect from January 1, 1997, the Company posted letters of
credit in the amount of $14.4 million (equivalent to (Pounds)9.8 million). In
addition, in connection with the Japanese earthquake
--------------------------------------------------------------------------------
21
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
swap, the Company has posted a letter of credit of $3.0 million. All letters of
credit are secured by a lien on the Company's investment portfolio equal to 115%
of the amount of the outstanding letters of credit.
In connection with the Company's decision to cancel the implementation of new
reinsurance software, the Company has disputed invoices in the amount of
(Pounds)0.7 million (equivalent to $1.1 million) from the software's vendor. The
Company has sought legal advice and is currently in discussions with the vendor.
The Company's Bermuda lawyers believe there to be a reasonable chance of
prevailing in this dispute.
In connection with the Company's business combination with Trenwick Group Ltd.
the Company cancelled it's stand alone committed line of credit for $100 million
effective September 27, 2000.
The Company's financial condition and results of operations are influenced by
both internal and external forces. Loss payments, investment returns and
premiums may be impacted by changing rates of inflation and other economic
conditions. Cash flows from operations and the liquidity of its investment
portfolio are, in the opinion of the Company, adequate to meet the expected cash
requirements of the Company over the next 12 months.
Quantitative and Qualitative Disclosure about Market Risk
The Company made disclosure relating to its market risks in the Form 10-K for
the year ended September 30, 1999. The Company believes there have been no
material changes with respect to its market risks during the twelve months ended
September 30, 2000.
Cautionary Statement Regarding Forward-Looking Statements
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company sets forth below cautionary
statements identifying important risks and uncertainties that could cause its
actual results to differ materially from those that might be projected,
forecasted or estimated in its "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Quarterly
Report on Form 10-Q and in press releases, written statements or documents filed
with the Securities and Exchange Commission, or in its communications and
discussions with investors and analysts in the normal course of business through
meetings, telephone calls and conference calls. Such statements may include,
but are not limited to, projections of premium revenue, investment income, other
revenue, losses, expenses, earnings (including earnings per share), cash flows,
plans for future operations, common shareholders' equity (including book value
per share), investments, financing needs, capital plans, dividends, plans
relating to products or services of the Company and estimates concerning the
effects of litigation or other disputes, as well as assumptions for any of the
foregoing and generally expressed with words such as "believes", "estimates",
"expects", "anticipates", "plans", "projects", "forecasts", "goals", "could
have", "may have", and similar expressions.
--------------------------------------------------------------------------------
22
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
Forward-looking statements involve known and unknown risks and uncertainties,
which may cause the Company's results to differ materially from such forward-
looking statements. These risks and uncertainties include, but are not limited
to, the following:
- Changes in the level of competition in the United States and international
reinsurance or primary insurance markets that affect the volume or
profitability of the Company's property/casualty business. These changes
include, but are not limited to, changes in the intensity of price
competition, the entry of new competitors, existing competitors exiting the
market and the development of new products by new and existing competitors;
- Changes in the demand for reinsurance, including changes in ceding
companies' risk retentions and changes in the demand for excess and surplus
lines insurance coverages;
- The ability of the Company to execute its strategies in its
property/casualty operations;
- Catastrophe losses in the Company's United States and international
property/casualty businesses;
- Adverse development on property/casualty claims and claims expense
liabilities related to business written in prior years, including, but not
limited to, evolving case law and its effect on environmental and other
latent injury claims, changing government regulations, newly identified
toxins, newly reported claims, new theories of liability or new insurance
and reinsurance contract interpretations;
- Changes in inflation that affect the profitability of the Company's current
property/casualty business or the adequacy of its property/casualty claims
and claims expense liabilities and policy benefit liabilities related to
prior years' business;
- Changes in the Company's property/casualty retrocessional arrangements
including changes in the existing quota share reinsurance arrangement with
CNA;
- Lower than estimated retrocessional or reinsurance recoveries on unpaid
losses, including, but not limited to, losses due to a decline in the
creditworthiness of the Company's retrocessionaires or reinsurers;
- Increases in interest rates, which may cause a reduction in the market
value of the Company's fixed income portfolio, and its common shareholders'
equity;
- Decreases in interest rates which may cause a reduction of income earned on
new cash flow from operations and the reinvestment of the proceeds from
sales or maturities of existing investments;
- Changes in the composition of the Company's investment portfolio;
- Credit losses on the Company's investment portfolio;
--------------------------------------------------------------------------------
23
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
- Adverse results in litigation matters, including, but not limited to,
litigation related to environmental, asbestos and other potential mass tort
claims;
- The impact of mergers and acquisitions;
- Gains or losses related to changes in foreign currency exchange rates; and
- Changes in the Company's capital needs.
In addition to the factors outlined above that are directly related to the
Company's businesses, the Company is also subject to general business risks,
including, but not limited to, adverse 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. The important factors that
could affect such forward-looking statements are subject to change, and the
Company does not intend to update any forward-looking statement or the foregoing
list of important factors. By this cautionary note the Company intends to avail
itself of the safe harbor from liability with respect of forward-looking
statements provided by Section 27A and Section 21E referred to above.
--------------------------------------------------------------------------------
24
<PAGE>
--------------------------------------------------------------------------------
LaSalle Re Holdings Limited
PART II - OTHER INFORMATION
<TABLE>
<S> <C>
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
A Special General Meeting of Shareholders was held in Toronto,
Ontario in Canada on September 25, 2000. Represented in person or by
proxy at the Annual Meeting were 12,488,899 common shares, which was
80% of outstanding shares of the Company. The Meeting was held to
approve the following resolution:
That the Agreement, Schemes of Arrangement and Plan of Reorganization
dated as of 19/th/ December, 1999, amended and restated as of 20/th/
March, 2000 and amended as of 28/th/ June, 2000, by and among LaSalle
Re Holdings Limited, LaSalle Re Limited, Trenwick Group Inc., and
Gowin Holdings International Limited be approved and adopted.
The resolution was approved and adopted by the following vote of the
Company's shareholders:
Number of Shares:
For Against
12,467,259 21,640
Number of Shareholder Proxies:
For Against
46 1
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits-The following exhibits are filed as part of this report on
Form 10-Q:
3.1 Memorandum of Association (Incorporated by reference to
Exhibit 3.1 to Registration Statement of Form S-1 (File No. 33-97304)).
3.2 Bye-Laws (Incorporated by reference to Exhibit 3.2 to Form
10-Q for the quarterly period ended March 31, 1998 (File No. 1-12823)).
10.1 Credit Agreement, dated as of November 24, 1999 and Amended and
Restated as of September 27, 2000, among Trenwick America
Corporation, Trenwick Holdings Limited, various lending
institutions, First Union National Bank, as Syndication Agent,
Fleet National Bank, as Documentation Agent, and Chase Manhattan
Bank, as administrative Agent. Incorporated by reference to
Exhibit 10.1 to Trenwick Group Ltd.'s Quarterly Report on Form
10-Q for the quarter ended September 30, 2000 (File No. 1-
16089).
10.2 Catastrophe Equity Securities Issuance Option Agreement, dated
as of July 1, 1997, between LaSalle Re Holdings Limited on the
one hand and European Reinsurance Company of Zurich, Allianz
Aktiengesellschaft, Continental Casualty Company and CIC-
Hilldale, Inc. on the other hand. Incorporated by reference to
Exhibit 10.31 to LaSalle Re Holdings Limited's Annual Report on
Form 10-K for the fiscal year ended September 30, 1997 (File No.
1-12823).
10.3 Consent, dated December 19, 1999 under Catastrophe Equity
Securities Issuance Option Agreement, dated as of July 1, 1997,
executed by European Reinsurance Company of Zurich. Incorporated
by reference to Exhibit 10.12 to Trenwick Group Ltd.'s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000
(File No. 1-16089).
10.4 Consent Agreement, dated September 27, 2000, under Catastrophe
Equity Securities Issuance Option Agreement, dated as of July 1,
1997, executed by European Reinsurance Company of Zurich,
LaSalle Re Holdings Limited and Trenwick Group Ltd. Incorporated
by reference to Exhibit 10.13 to Trenwick Group Ltd.'s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000
(File No. 1-16089).
27.1 Financial Data Schedule
</TABLE>
--------------------------------------------------------------------------------
25
<PAGE>
--------------------------------------------------------------------------------
granting approval for the change in control resulting from the
business combination with Trenwick.
27 Financial Data Schedule
(b) (a) Reports on Form 8-K during the quarter ended September 30, 2000.
A report on Form 8-K (Item 8) dated September 18/th/, 2000 and filed
on September 25/th/, 2000 reported the change in the Company's year-
end from September 30/th/ to December 31st.
--------------------------------------------------------------------------------
26
<PAGE>
--------------------------------------------------------------------------------
LaSalle Re Holdings Limited
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.
Date: November 17, 2000 /s/ Guy D. Hengesbaugh
----------------- ----------------------
Name: Guy D. Hengesbaugh
Title: President & Chief Executive Officer
Date: November 17, 2000 /s/ Clare E. Moran
----------------- ------------------
Name: Clare E. Moran
Title: Interim Chief Financial Officer & Treasurer
--------------------------------------------------------------------------------
27
