<PAGE>
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
-----------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-12823
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LaSalle Re Holdings Limited
(Exact name of registrant as specified in its charter)
Bermuda Not applicable
--------------------------------- ------------------------
(State or other jurisdiction of (IRS Employer
incorporation or Identification Number)
organization)
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 the Registrant's Common Shares (par value $1.00 per share)
outstanding as of July 6, 2000 was 15,624,699.
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<PAGE>
LaSalle Re Holdings Limited
INDEX TO FORM 10-Q
PART I - FINANCIAL INFORMATION
Page
----
ITEM 1. Unaudited Consolidated Financial Statements
Consolidated Balance Sheets
December 31, 1999 and September 30, 1999........................ 3
Consolidated Statements of Operations and Comprehensive Income
Three Months ended December 31, 1999 and 1998................... 4
Consolidated Statements of Changes in Shareholders' Equity
Three Months ended December 31, 1999 and 1998................... 5
Consolidated Statements of Cash Flows
Three Months ended December 31, 1999 and 1998................... 6
Notes to Unaudited Consolidated Financial Statements............ 7
ITEM 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition................... 10
PART II - OTHER INFORMATION
Signatures................................................................ 16
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2
<PAGE>
LaSalle Re Holdings Limited
Consolidated Balance Sheets
(Expressed in thousands of United States Dollars, except share and per share
data)
Unaudited
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
December 31, 1999 September 30, 1999
<S> <C> <C>
Assets
Investments held as available for sale at fair value $ 411,706 $ 363,825
(amortized cost $421,546 : $369,179)
Short term investments at fair value 128,021 177,228
-------------- ---------------
Total investments 539,727 541,053
Cash and cash equivalents 19,864 15,923
Accrued investment income 12,215 10,075
Reinsurance balances receivable 78,424 93,163
Deferred acquisition costs 8,470 11,911
Prepaid reinsurance premiums 11,137 17,310
Outstanding losses recoverable from reinsurers 17,776 9,100
Other assets 38,555 37,572
-------------- ---------------
Total assets $ 726,168 $ 736,107
============== ===============
Liabilities
Reserve for losses and loss expenses $ 190,352 $ 146,552
Unearned premium reserve 49,895 77,049
Other liabilities 37,055 37,254
Dividend payable 0 0
-------------- ---------------
Total liabilities 277,302 260,855
-------------- ---------------
Minority interest 86,906 93,055
-------------- ---------------
Shareholders' equity
Share capital authorised in the aggregate 100,000,000
shares, par value $1
Preferred shares
(issued & outstanding, 3,000,000 Series A
preferred shares par value $1,
liquidation preference $25 per share) 3,000 3,000
Common shares
(issued & outstanding, 15,603,652 : 15,600,262 par value $1) 15,604 15,600
Additional paid in capital 293,305 293,709
Accumulated other comprehensive income
Unrealized loss on investments (7,542) (4,113)
Deferred compensation (447) (516)
Retained earnings 58,040 74,517
-------------- ---------------
Total shareholders' equity 361,960 382,197
-------------- ---------------
Total liabilities, minority interest and
shareholders' equity $ 726,168 $ 736,107
============== ===============
</TABLE>
See accompanying notes to unaudited consolidated financial statements
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3
<PAGE>
LaSalle Re Holdings Limited
Consolidated Statements of Operations and Comprehensive Income
(Expressed in thousands of United States Dollars, except share and per share
data)
Unaudited
________________________________________________________________________________
Three Months Ended
December 31, December 31,
1999 1998
Revenues
Gross premiums written $10,307 $11,811
Premiums ceded (897) (983)
--------- ---------
Net premiums written 9,410 10,828
Change in unearned premiums 20,981 24,302
--------- ---------
Net premiums earned 30,391 35,130
Net investment income 8,588 7,954
Net realized gains on investments 0 2,192
--------- ---------
Total revenues 38,979 45,276
--------- ---------
Expenses
Net losses and loss expenses incurred 46,642 30,586
Underwriting expenses 6,812 5,664
Operational expenses 3,599 2,436
Corporate expenses 1,383 71
Interest expense 346 465
Exchange loss (gain) 28 (805)
--------- ---------
Total expenses 58,810 38,417
--------- ---------
(Loss) income before minority interest (19,831) 6,859
Minority interest (4,990) 1,155
--------- ---------
Net (loss) income (14,841) 5,704
Other comprehensive income
Unrealized (losses) gains on securities (3,429) (3,945)
Less: reclassification adjustments
for (losses) included in net income 0 (2,057)
--------- ---------
Total other comprehensive (loss) income (3,429) (6,002)
--------- ---------
Comprehensive (loss) income ($18,270) ($ 298)
========= =========
(Loss) earnings per common share -
as restated ($1.06) $ 0.26
========= =========
(Loss) earnings per common share -
assuming dilution - as restated ($1.06) $ 0.25
========= =========
See accompanying notes to unaudited consolidated financial statements
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4
<PAGE>
LaSalle Re Holdings Limited
Consolidated Statements of Changes in Shareholders' Equity
(Expressed in thousands of United States Dollars, except share and per share
data)
Unaudited
________________________________________________________________________________
Three Months Ended
December 31, December 31,
1999 1998
Preferred shares par value $1
Balance at beginning and end of period $ 3,000 $ 3,000
========= =========
Common shares par value $1
Balance at beginning of period $ 15,600 $ 15,179
Exercise of share options 0 6
Issue of shares 4 660
Share repurchase 0 (65)
--------- ---------
Balance at end of period $ 15,604 $ 15,780
========= =========
Additional paid in capital
Balance at beginning of period $293,709 $295,578
Issue of shares 55 427
Share repurchase 0 (1,015)
Change in minority interest 10 2,145
Equity put option premium (469) 0
--------- ---------
Balance at end of period $293,305 $297,135
========= =========
Accumulated other comprehensive income
Balance at beginning of period $ (4,113) $ 13,838
Unrealized (loss) profit in period (3,429) (6,135)
Change in minority interest 0 133
--------- ---------
Balance at end of period $ (7,542) $ 7,836
========= =========
Deferred compensation
Balance at beginning of period $ (516) $ 0
Amortization 69 0
Change in minority interest 0 0
--------- ---------
Balance at end of period $ (447) $ 0
========= =========
Retained earnings
Balance at beginning of period $ 74,517 $102,458
Net Income (14,841) 5,704
Common share dividends 0 (5,916)
Preferred share dividends (1,641) (1,641)
Exercise of share options 0 (509)
Share repurchase 0 (272)
Change in minority interest 5 992
--------- ---------
Balance at end of period $ 58,040 $100,816
========= =========
Total shareholders' equity $361,960 $424,567
========= =========
See accompanying notes to unaudited consolidated financial statements
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5
<PAGE>
LaSalle Re Holdings Limited
Consolidated Statements of Cash Flows
(Expressed in thousands of United States Dollars)
Unaudited
________________________________________________________________________________
Three Months Ended
December 31, December 31,
1999 1998
Cash flows from operating activities
Net (loss) income ($14,841) $ 5,704
Adjustments to reconcile net income to
cash provided by operating activities:
Minority interest in net income (4,990) 1,155
Amortization of investment premium (692) 190
Net gain on sale of investments 0 (2,192)
Unrealized loss on foreign exchange 193 10
Changes in:
Accrued investment income (2,139) (929)
Reinsurance balances receivable 14,770 19,702
Deferred acquisition costs 3,441 3,313
Prepaid reinsurance premiums 6,172 1,682
Outstanding losses recoverable from reinsurers (8,676) 0
Other assets (1,000) (3,960)
Reserve for losses and loss expenses 43,593 2,676
Unearned premium reserve (27,154) (25,985)
Other liabilities (199) (4,894)
-------- --------
Cash provided by operating activities 8,478 (3,528)
-------- --------
Cash flows from investing activities
Purchase of investments (62,430) (69,707)
Proceeds on the sale of investments 10,000 103,478
Net purchase (sale) of short term assets 49,980 (14,878)
-------- --------
Cash (applied to) provided by investing activities (2,450) 18,893
-------- --------
Cash flows from financing activities
Issue of shares 23 1,165
Dividends paid (1,641) (16,384)
Share repurchases 0 (1,346)
Equity put option premium (469) (660)
-------- --------
Cash applied to financing activities (2,087) (17,225)
-------- --------
Net increase/(decrease) in cash and cash
equivalents 3,941 (1,860)
Cash and cash equivalents at beginning of period 15,923 12,362
-------- --------
Cash and cash equivalents at end of period $19,864 $10,502
======== ========
See accompanying notes to consolidated financial statements
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6
<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. Earnings per Common Share
Subsequent to the issuance of the Company's 1999 consolidated financial
statements, the Company's management determined that for purposes of the
calculation of earnings per common share, the exchangeable non voting shares of
LaSalle Re are not considered to be outstanding common shares of the company. As
a result, earnings per common share and earnings per common share - assuming
dilution have been restated from the amounts previously reported. The
exchangeable non-voting shares have been removed from the calculation of
weighted average number of common shares but the dilutive effect has been
included in the adjusted weighted average number of common shares outstanding.
The following earnings per Common Share have been disclosed in accordance with
the requirements of SFAS No. 128:
<TABLE>
<CAPTION>
Three months ended
December 31,
1999 1998
---- ----
<S> <C> <C>
Net (loss)/income............................................ $ (14,841) $ 5,704
Less: Series A preferred share dividends..................... (1,641) (1,641)
------------ ------------
(Loss) income available to common shareholders............... $ (16,482) $ 4,063
------------ ------------
Weighted average number of Common Shares
outstanding:................................................. 15,603,503 15,346,215
(Loss) earnings per Common Share............................. $ (1.06) $ 0.26
============ ============
(Loss) income available to common shareholders............... (16,482) $ 4,063
Add back: Income attributable to minority interest.......... Note 1 1,155
------------ ------------
(Loss) income available to common shareholders and holders of
exchangeable non-voting shares............................... $ (16,482) $ 5,218
------------ ------------
Weighted average number of Common Shares outstanding......... 15,603,503 15,346,215
Plus: incremental shares from assumed:
exchange of exchangeable non voting shares......... Note 1 4,472,646
exercise of options................................ Note 1 874,603
exercise of stock appreciation rights.............. Note 1 65,818
contingently issuable shares....................... Note 1 100,623
------------ ------------
Adjusted weighted average number of Common Shares outstanding 15,603,503 20,859,905
------------ ------------
(Loss) earnings per Common Share assuming dilution........... $ (1.06) $ 0.25
============ ============
</TABLE>
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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)
________________________________________________________________________________
Note 1:The incremental shares from assumed exchanges of exchangeable
non-voting shares, exercises of options, stock appreciation rights and
contingently issuable shares have not been included in the above computation as
they have an antidilutive effect on losses per Common Share.
As of December 31, 1999, the Company had 1,022,514 options outstanding and
had granted 340,872 stock appreciation rights. As of December 31, 1998, the
Company had 1,072,982 options outstanding and had granted 340,872 stock
appreciation rights.
3. Reinsurance
The effect of reinsurance on premiums written and earned is as follows:
Three months ended Three months ended
December 31, 1999 December 31, 1998
----------------- -----------------
Written Earned Written Earned
------- ------ ------- ------
Assumed $ 10,307 $ 37,460 $ 11,811 $ 37,796
Ceded (897) (7,069) (983) (2,666)
----------- ----------- ----------- --------
Net premiums $ 9,410 $ 30,391 $ 10,828 $ 35,130
=========== =========== =========== ========
4. Segmental Reporting
The Company has two reportable segments: reinsurance operations and Lloyds.
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 Corporate
Capital Ltd., which provides capital support to selected Lloyd's syndicates. The
lines of business written by the selected syndicates include direct and
facultative property insurance, marine insurance and reinsurance, professional
indemnity, directors and officers insurance and bankers blanket bond business.
Data for the three months ended December 31, 1999 and 1998 is as follows:
Three Months Ended
December 31, 1999
-----------------
Reinsurance Lloyd's Total
----------- ------- -----
Gross premiums written $7,025 $3,282 $10,307
------ ------ -------
Reinsurance revenues 27,362 3,029 30,391
Investment income 8,492 96 8,588
Realized investment gains 0 0 0
------ ------ -------
Total revenues 35,854 3,125 38,979
------ ----- ------
Loss before minority interest (18,566) (1,265) (19,831)
Assets 667,098 59,070 726,168
Loss and loss expense ratio 160.2% 93.0% 153.5%
Expense ratio 32.3% 52.1% 34.3%
Combined ratio 192.5% 145.1% 187.8%
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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)
________________________________________________________________________________
Three Months Ended
December 31, 1998
-----------------
Reinsurance Lloyd's Total
----------- -------- -----
Gross premiums written $8,295 $3,516 $11,811
------- ------- -------
Reinsurance revenues 32,345 2,785 35,130
Investment income 7,850 104 7,954
Realized investment gains 2,192 0 2,192
------- ------- -------
Total revenues 42,387 2,889 45,276
------- ------- -------
Profit before minority interest 6,556 303 6,859
Assets 672,022 38,735 710,757
Loss and loss expense ratio 90.4% 48.9% 87.1%
Expense ratio 21.3% 44.0% 23.1%
Combined ratio 111.7% 92.9% 110.2%
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9
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Results of Operations
and Financial Condition
--------------------------------------------------------------------------------
The following is a discussion and analysis of the Company's results of
operations for the three months ended December 31, 1999 and 1998 and financial
condition as of December 31, 1999. 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
The Company 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 property 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 December 31, 1999 and 1998
Traditionally, premiums written in the quarter ended December 31 are
significantly lower than premiums written in other quarters in the fiscal year,
as no major renewal date occurs during the quarter. Total gross premiums
written, before reinstatement premiums, adjustment premiums and no claims
bonuses, were $6.0 million for the three months ended December 31, 1999 compared
to $9.2 million for the three months ended December 31, 1998. Gross premiums on
the Company's property catastrophe book for the quarter ended December 31, 1999
were consistent with the amount written in the quarter ended December 31, 1998.
The decrease of $3.2 million in gross premiums written was principally due to a
casualty contract that was written in 1998, on a multi-year basis and therefore
was not written in the quarter ended December 31, 1999. Gross premiums written
by LaSalle Re Capital were consistent for the quarters ended December 31, 1999
and 1998.
In addition, for the quarter ended December 31, 1999, the Company experienced a
net increase of $1.6 million with respect to amounts booked for reinstatement
premiums, premium adjustments and no claims bonuses. The increase was
principally due to increased reinstatement premiums following an increase in
loss activity during the quarter ended December 31, 1999 compared to the quarter
ended December 31, 1998.
Premiums ceded for the quarter ended December 31, 1999 were $0.9 million
compared to $1.0 million in the quarter ended December 31, 1998.
As a result of the above, net premiums written for the quarter ended December
31, 1999 were $9.4 million compared to $10.8 million for the quarter ended
December 31, 1998.
Net premiums earned decreased from $35.1 million for the quarter ended December
31, 1998 to $30.4 million for the same quarter in 1999. The decrease of 13.4%
was caused primarily by an increase in the level of ceded premiums amortized due
to the increased level of reinsurance protections bought during the year ended
September 30, 1999. For the quarter ended December 31, 1999, ceded premiums
amortized were $7.1 million compared to $2.7 million for the quarter ended
December 31, 1998.
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10
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Results of Operations
and Financial Condition
--------------------------------------------------------------------------------
Net investment income increased 7.5% to $8.6 million for the quarter ended
December 31, 1999 from $8.0 million for the quarter ended December 31, 1998. The
increase in net investment income was attributable to an increase in market
yields and additional income generated on an equity account maintained in
accordance with the terms of the Company's multi-year excess of loss reinsurance
program. Annualized investment income as a percentage of the average market
value of invested assets was 6.0% for the quarter ended December 31, 1999
compared to 5.4% for the quarter ended December 31, 1998.
There were no realized gains or losses on investments during the quarter ended
December 31, 1999. During the quarter ended December 31, 1998 the Company
realized $2.2 million of investment gains. Due to the continued interest rate
uncertainties during the quarter ended December 31, 1998, the Company reduced
the duration of the portfolio by selling longer dated bonds that produced
realized gains and moved the proceeds into short-term holdings.
The following table sets forth the Company's combined ratios for the quarters
ended December 31, 1999 and 1998:
December 31, 1999 December 31, 1998
----------------- -----------------
Loss and loss expense ratio 153.5% 87.1%
Expense ratio 34.3% 23.1%
Combined ratio 187.8% 110.2%
Losses and loss expenses incurred represents losses paid and reserves
established in respect of specific losses and loss expenses reported by cedants
and expected loss development and additions to incurred-but-not-reported loss
reserves.
The Company incurred net losses and loss expenses of $46.6 million during the
quarter ended December 31, 1999 compared with $30.6 million during the quarter
ended December 31, 1998. A significant portion of the net losses incurred during
the quarter ended December 31, 1999 related to two storms which struck northwest
Europe, including France and Germany, on December 26 and 27, 1999. The Company
established net loss reserves of $23.5 million for Storm Lothar and $5.6 million
for Storm Martin, based on current industry estimates of the market loss. In
addition, the Company established $7.0 million of loss reserves for a
significant storm that hit Denmark on December 3, 1999. The remaining $10.5
million principally related to smaller losses and the establishment of reserves
for other events that occurred during the quarter but have not yet been reported
to the Company. Losses incurred during the quarter ended December 31, 1998
related primarily to the strengthening of reserves in respect of Hurricane
Georges and to events covered under political risk contracts, a satellite
failure, various international and US storms and a loss on a risk excess surplus
treaty.
The expense ratio includes underwriting expenses and operational expenses.
Underwriting expenses include brokerage, commissions, excise taxes and other
costs related to underwriting reinsurance contracts.
Underwriting expenses as a percentage of net premiums earned were 22.4% for the
quarter ended December 31, 1999 compared to 16.1% for the quarter ended December
31, 1998. The increase in the ratio of 6.3% was partly due to the increased
amount of amortized ceded reinsurance that reduced net premiums earned. For the
quarter ended December 31, 1999 underwriting expenses as a percentage of gross
premiums earned were 18.2% compared to 15.0% for the quarter ended December 31,
1998.
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11
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Results of Operations
and Financial Condition
--------------------------------------------------------------------------------
As a percentage of gross earned premiums, fees accrued pursuant to the
Underwriting Support Services Agreement together with underwriters' compensation
costs decreased from 2.5% for the quarter ended December 31, 1998 to 2.3% for
the quarter ended December 31, 1999. This decrease was primarily due to the run
off of the costs associated with the former Underwriting Services Agreement. The
Company's level of brokerage fees and ceding commissions increased by 3.4% from
12.5% for the quarter ended December 31, 1998 to 15.9% for the quarter ended
December 31, 1999. The increase was principally due to an increase in the
provision accrued for profit commission with respect to one specific contract.
Operational expenses increased by $1.2 million to $3.6 million for the quarter
ended December 31, 1999 from $2.4 million for the quarter ended December 31,
1998. As a percentage of net earned premiums, operational expenses were 11.8%
for the quarter ended December 31, 1999 compared with 6.9% for the quarter ended
December 31, 1998. The increase in operational expenses was primarily due to a
change in the value of stock appreciation rights, which increased during the
quarter ended December 31, 1999 due to an increase in the Company's stock price.
During the quarter ended December 31, 1998 the value of the stock appreciation
rights decreased as the price of the Company's stock fell.
Corporate expenses for the quarter ended December 31, 1999 were $1.4 million
compared with $0.01 million in the quarter ended December 31, 1998. These
expenses related primarily to the business combination agreement signed on
December 19, 1999 with Trenwick Group Inc.
Interest expense was $0.3 million during the quarter ended December 31, 1999
compared with $0.5 million in the quarter ended December 31, 1998. The interest
expense was primarily due to financing charges associated with the deposit
portion of LaSalle Re's ceded reinsurance contract. Other interest expenses
related to the ongoing commitment fees payable on the Company's credit facility.
As at December 31, 1999, there were no borrowings under this facility.
The Company's losses per share were ($1.06) for the quarter ended December 31,
1999 compared to earnings per share of $0.26 for the quarter ended December 31,
1998. Losses per share assuming dilution were ($1.06) for the quarter ended
December 31, 1999 compared with earnings per share assuming dilution of $0.25
for the quarter ended December 31, 1998.
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, which would
result in a breach of these requirements. In addition, LaSalle Re is prohibited
under the 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. The payment of dividends by LaSalle Re is
also subject to the rights of holders of the Exchangeable
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12
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Results of Operations
and Financial Condition
--------------------------------------------------------------------------------
Non-Voting Shares to receive a pro rata share of any dividend and to LaSalle
Re's need to maintain shareholders' equity adequate to support the level of its
insurance operations.
Operating activities produced a net cash inflow of $8.4 million for the quarter
ended December 31, 1999 compared to a net cash outflow of $3.5 million for the
quarter ended December 31, 1998. 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 December 31,
1999, 77.1% of its total assets were held in cash and investments. 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 2.2 years at December 31, 1999. At December 31, 1999, the fair
value of the Company's total investment portfolio, including cash, was $559.6
million.
At December 31, 1999, 72.8% of the securities held in the Company's investment
portfolio were fixed-income securities rated "AA" or better and 95.8% were
fixed-income securities rated "A" or better by S&P or Moody's. No single
investment comprised more than 5% of the overall portfolio. As at December 31,
1999, issuers from the Far East and Asia represented 2.4% of the investment
portfolio. These securities had a market value of $9.9 million and an aggregate
unrealized loss of $0.1 million. All of these securities had a credit rating of
AAA as assigned by S&P or Moody's, as at December 31, 1999.
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 net of amounts attributable to minority
interest was $7.5 million at December 31, 1999 compared to a loss of $4.1
million at September 30, 1999.
Reinsurance balances receivable were $78.4 million at December 31, 1999 compared
to $93.2 million at September 30, 1999. This reduction reflected the seasonality
of premiums written, with the Company traditionally writing a low level of
premiums in the quarter ended December 31 compared to other calendar quarters.
This also explains the decrease in unearned premiums and deferred acquisition
costs from $77.0 million and $11.9 million, respectively, as at September 30,
1999 to $49.9 million and $8.5 million, respectively, at December 31, 1999.
Included within reinsurance balances receivable at December 31, 1999 was $48.7
million, which related to the business written by LaSalle Re Capital, compared
to $46.0 million as at September 30, 1999. Given the three-year accounting
methodology utilized by Lloyd's, these balances will only start to be received
by the Company in the year 2000.
Prepaid reinsurance premiums decreased from $17.3 million as at September 30,
1999 to $11.1 million as at December 30, 1999, due to the amortization of the
premiums. At December 31, 1999, the Company had $17.8 million of losses
recoverable from reinsurers compared to $9.1 million at September 30, 1999.
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13
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Results of Operations
and Financial Condition
--------------------------------------------------------------------------------
At December 31, 1999, the liability for unpaid losses and loss expenses was
$190.4 million compared to a liability of $146.6 million at September 30, 1999.
During the quarter ended December 31, 1999, the Company established significant
reserves for the storms that hit northwest Europe. At December 31, 1999 the
Company had recorded loss reserves of $21.5 million in respect of the business
underwritten by LaSalle Re Capital which, given the three-year accounting
methodology, these loss reserves will only start to be paid by the Company
during the year 2000.
Other liabilities remained consistent at $37.1 million as at December 31, 1999
compared with $37.3 million at September 30, 1999.
On December 1, 1999, the Company paid a dividend of $.5469 per share to holders
of record of Series A preferred shares on November 1, 1999. As of December 31,
1999, dividends due but not yet paid on the Series A preferred shares amounted
to $0.5 million.
In accordance with the terms of certain reinsurance contracts, the Company has
posted letters of credit in the amount of $22.6 million, as compared to $21.6
million as of September 30, 1999, to support outstanding loss reserves. In
connection with LaSalle Re Capital's support of three Lloyd's syndicates, the
Company posted letters of credit in the amount of $15.8 million (equivalent to
(pound)9.8 million). In addition, in connection with a swap agreement, 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.
LaSalle Re Capital is committed to provide capital support for the 2000
underwriting year to the same syndicates as it supported in 1999. The level of
support is not expected to change materially from that provided in 1999. The
Company has no material commitments for capital expenditures.
The Company has in place a $100 million committed line of credit from a
syndicate of banks. The proceeds from the credit facility may only be used to
buy preferred shares of LaSalle Re that, in turn, may use the proceeds of such
purchase to meet current cash requirements. The facility matures December 1,
2000, and is secured by a pledge ("legal mortgage") of all the capital stock of
LaSalle Re held by the Company, including any preferred shares that may be
issued by LaSalle Re to the Company. The line of credit contains various
covenants, including limitations on incurring additional indebtedness;
restrictions on the sale or lease of assets not in the ordinary course of
business; maintenance of a ratio of consolidated total debt to consolidated
tangible net worth of no more than 0.40 to 1.00; maintenance of tangible net
worth at the end of each fiscal year of the greater of $300 million or 70% of
net premiums written; maintenance of statutory capital of LaSalle Re of at least
$400 million at the end of calendar year 1999 and thereafter; and maintenance of
a ratio of net premiums written to statutory capital at the end of any fiscal
quarter for the four fiscal quarters then ended of no more than 1.00 to 1.00 in
each case. The Company may pay dividends and make other restricted payments so
long as, after giving effect to such restricted payments, no event of default
has occurred. Dividends and restricted payments are limited to 50% of
consolidated net income for its immediately preceding fiscal year less amounts
paid on the Series A preferred shares. In order for the Company to pay dividends
in excess of 50% of consolidated net income, the Company would have to
renegotiate certain terms of its credit facility. As of December 31, 1999, there
were no outstanding borrowings under the credit facility.
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
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14
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Results of Operations
and Financial Condition
--------------------------------------------------------------------------------
investment portfolio are, in the Company's opinion, adequate to meet the
Company's expected cash requirements over the next 12 months.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities". This statement
is effective for all fiscal quarters of fiscal years beginning after June 15,
2000. Given the limited number of transactions currently entered into by the
Company that are covered by the Statement, the Company does not anticipate any
significant changes to its current financial reporting.
Cautionary Statement Regarding Forward-Looking Statements
This report includes forward-looking statements. Forward-looking statements are
statements other than historical information or statements of current condition.
These forward-looking statements are based on the Company's current plans and
objectives for future operations, including the Company's dividend policy. Some
forward-looking statements may be identified by the use of words or phrases such
as "believes," "anticipates," "intends," "may," "estimates," "expects" and
similar expressions. Forward-looking statements are subject to risks and
uncertainties and actual results may vary materially from those included within
the forward-looking statements. Many factors could cause actual results to
differ materially from those in the forward-looking statements, including the
following: catastrophic events of unanticipated frequency or severity; changes
in the demand for or supply of property catastrophe reinsurance; actions of
competitors; decisions or actions of rating agencies; changes in insurance or
tax laws or regulations or governmental interpretations thereof; fluctuations in
foreign currency exchange rates or the failure of a counterparty to perform
under any of our foreign exchange contracts or swap agreements; and a major
decrease in the cession of business to the Company from CNA or termination of
the existing quota share reinsurance arrangement with CNA. The Company
undertakes no obligation to release publicly the results of any future revisions
it may make to forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
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15
<PAGE>
LaSalle Re Holdings Limited
PART II - OTHER INFORMATION
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.
None.
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits - The following exhibits were filed with the Company's initial
filing of its Quarterly Report on Form 10-Q for the quarter ended December
31, 1999:
3.1 Memorandum of Association (Incorporated by reference to Exhibit 3.1
to Registration Statement on 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 Amended and Restated Employment Agreement dated October 1, 1999
between Guy D. Hengesbaugh and LaSalle Re.
10.2 Employment Agreement dated October 1, 1998 between Clare Moran and
LaSalle Re.
10.3 Amendment, dated June 1, 1999, of Employment Agreement between Clare
Moran and LaSalle Re.
10.4 Termination, effective as of July 1, 1999, of Catastrophe Equity
Securities Issuance Option Agreement, dated as of July 1, 1997
between the Company on the one hand and European Reinsurance Company
of Zurich, Allianz Aktiengesellschaft, Continental Casualty Company
and CIC-Hilldale, Inc. on the other hand.
10.5 Catastrophe Equity Securities Issuance Option Agreement, dated as of
July 1, 1999 between the Company on the one hand and European
Reinsurance Company of Zurich and Allianz Risk Transfer on the other
hand.
27 Financial Data Schedule.
(b) Reports on Form 8-K--
The following report on Form 8-K was filed during the quarter ended
December 31, 1999:
Item Reported Date of Report
LaSalle Re Holdings Limited and December 19, 1999
Trenwick Group to Merge
<PAGE>
LaSalle Re Holdings Limited
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 22, 2000 LASALLE RE HOLDINGS LIMITED
/s/ Guy D. Hengesbaugh
----------------------
Name: Guy D. Hengesbaugh
Title: President & Chief Executive
Officer
Date: August 22, 2000 /s/ Clare E. Moran
------------------
Name: Clare E. Moran
Title: Interim Chief Financial
Officer & Treasurer
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16
