===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
COMMISSION FILE NUMBER: 1-15135
CHANDLER (U.S.A.), INC.
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1325906
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1010 MANVEL AVENUE
CHANDLER, OKLAHOMA 74834
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 405-258-0804
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
----------------------------------- -----------------------------------------
$24,000,000 8.75% SENIOR DEBENTURES AMERICAN STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. X
-----
Aggregate market value of the voting stock held by non-affiliates of the
registrant on February 28, 2002: None.
The number of common shares, $1.00 par value, of the registrant outstanding on
February 28, 2002 was 2,484, which are owned by Chandler Insurance (Barbados),
Ltd., a wholly owned subsidiary of Chandler Insurance Company, Ltd.
DOCUMENTS INCORPORATED BY REFERENCE
Registrant does not incorporate by reference in this report any annual
report, proxy statement, or Rule 424 prospectus.
===============================================================================
PAGE 1
PART I
FORWARD-LOOKING STATEMENTS
Some of the statements made in this Form 10-K report, as well as
statements made by Chandler (U.S.A.), Inc. ("Chandler USA") in periodic press
releases and oral statements made by Chandler USA's officials constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of Chandler USA to be materially
different from any future results, performance or achievements expressed or
implied by the forward-looking statements. Such factors include, among other
things, (i) general economic and business conditions; (ii) interest rate
changes; (iii) competition and regulatory environment in which Chandler USA
and its subsidiaries operate; (iv) claims frequency; (v) claims severity;
(vi) the number of new and renewal policy applications submitted to National
American Insurance Company ("NAICO") by its agents; (vii) the ability of
NAICO to obtain adequate reinsurance in amounts and at rates that will not
adversely affect its competitive position; (viii) the ability of NAICO to
maintain favorable insurance company ratings; and (ix) other factors
including ongoing litigation matters.
ITEM 1. BUSINESS
GENERAL
Chandler USA is an insurance holding company that provides administrative
services to its wholly owned subsidiaries NAICO and LaGere & Walkingstick
Insurance Agency, Inc. ("L&W"). Through its subsidiaries, Chandler USA
operates in two business segments: property and casualty insurance and
insurance agency operations. Chandler USA is an Oklahoma corporation which
is wholly owned by Chandler Insurance (Barbados), Ltd. ("Chandler Barbados"),
which, in turn, is wholly owned by Chandler Insurance Company, Ltd.
("Chandler Insurance"), a Cayman Islands company. In March 2001, Chandler
Insurance became a privately owned company that is owned by W. Brent LaGere
and Mark T. Paden. Mr. LaGere currently serves as Chairman of the Board and
Chief Executive Officer of Chandler USA and its subsidiaries, and Mr. Paden
serves as President and Chief Operating Officer of Chandler USA and its
subsidiaries. Chandler USA is headquartered in Chandler, Oklahoma, in
facilities also occupied by NAICO and L&W.
NAICO is one of the leading commercial business insurance writers in
Oklahoma, providing property and casualty coverage for businesses in various
industries. NAICO has a network of independent agents, totaling approximately
200 at December 31, 2001, that market NAICO's insurance products. Independent
agents originate substantially all of NAICO's business. NAICO is licensed to
write property and casualty coverage in 45 states and the District of Columbia
and is authorized by the United States Department of the Treasury to write
surety bonds for contractors on federal projects. Effective February 5, 2002,
NAICO's rating from A.M. Best Company was raised from "B+ (Very Good)" to
"B++ (Very Good)." A.M. Best Company is an insurance rating agency. NAICO is
also rated "BBB (Good)" by Standard & Poor's rating agency. These ratings are
independent opinions of a company's financial strength, operating performance
and ability to meet its obligations to policyholders.
L&W is an independent insurance agency that represents various insurance
companies providing a variety of property and casualty, individual and group
life, medical and disability income coverages. L&W also acts as a surplus
lines broker specializing in risk management and brokering insurance primarily
for commercial enterprises.
Chandler Barbados is a Barbados company and a wholly owned subsidiary of
Chandler Insurance that reinsures risks underwritten by NAICO. NAICO retains
a portion of each risk, then transfers the balance to reinsurance companies
including Chandler Barbados. Chandler Insurance reinsures Chandler Barbados
for a portion of the risk that it assumes from NAICO.
GOING PRIVATE TRANSACTION - PARENT COMPANY
A special meeting of shareholders of Chandler USA's indirect parent,
Chandler Insurance, was held on March 5, 2001. Three proposals which
constitute a going private transaction were approved at the meeting, and
Chandler Insurance completed the going private transaction in March 2001. The
Oklahoma Department of Insurance approved the change of control resulting from
the going private transaction. Chandler Insurance has terminated its Exchange
Act registration and no longer files reports with the Securities and Exchange
Commission.
PAGE 2
Chandler Insurance financed the going private transaction through (i) a
$2.4 million sale of Chandler Insurance Class A Common Shares to Messrs.
LaGere and Paden, (ii) a $10.7 million intercompany loan from Chandler
Barbados, and (iii) proceeds of approximately $735,000 from the exercise of
outstanding Chandler Insurance options. Chandler USA loaned approximately
$10.7 million to Chandler Barbados. Chandler USA's intercompany loan to
Chandler Barbados was financed by a $3.8 million sale and leaseback
transaction for certain equipment owned by Chandler USA and a $7.0 million
dividend declared and paid by NAICO.
INSURANCE PROGRAMS
NAICO writes various property and casualty insurance products through
three primary marketing programs. The programs are standard property and
casualty, political subdivisions and surety bonds.
STANDARD PROPERTY AND CASUALTY PROGRAM
NAICO offers workers compensation, automobile liability and physical
damage, general and umbrella liability and property coverages under its
standard property and casualty program. In marketing these products, NAICO
targets companies in the construction, manufacturing, wholesale, service, oil
and gas, and retail industries. NAICO writes this business principally in
Oklahoma and Texas.
POLITICAL SUBDIVISIONS PROGRAM
Under the political subdivisions program, NAICO writes insurance policies
for school districts and municipalities. As of December 31, 2001, NAICO
insured 541 school districts including 526 school districts in Oklahoma. The
coverages offered include workers compensation, automobile liability,
automobile physical damage, general liability, property and school board legal
liability.
NAICO also writes property and casualty insurance for municipalities
primarily in Oklahoma. The coverages offered include workers compensation,
automobile and general liability, automobile physical damage, property and
public officials liability insurance. As of December 31, 2001, NAICO insured
135 municipalities.
SURETY BOND PROGRAM
NAICO writes surety bonds, commonly referred to as contract performance
bonds, to secure the performance of contractors and suppliers on construction
projects. Individual bonds generally do not exceed $5 million, and an
individual contractor generally does not have "work in progress" for both
bonded and unbonded jobs in excess of $10 million. A substantial portion of
this business is written in Texas and Oklahoma. NAICO also writes bail bonds,
which guarantee that the principal will discharge obligations set by the
court, as well as other types of miscellaneous bonds.
The following table shows gross premiums earned and net premiums earned
by insurance program for the years 1999, 2000 and 2001. The term "gross
premiums earned" means gross premiums written (before reductions for premiums
ceded to reinsurers) less the increases or plus the decreases in the gross
unearned premium reserve for the unexpired portion of the policy term beyond
the current accounting period. The term "net premiums earned" means gross
premiums earned less reductions for earned premiums ceded to reinsurers. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS."
GROSS PREMIUMS EARNED NET PREMIUMS EARNED
----------------------------- -----------------------------
INSURANCE PROGRAMS 1999 2000 2001 1999 2000 2001
- ------------------------------------ --------- --------- --------- --------- --------- ---------
(In thousands)
Standard property and casualty...... $ 99,512 $139,051 $128,554 $ 56,673 $ 62,823 $ 53,130
Political subdivisions ............. 29,994 34,353 34,178 14,320 12,826 12,534
Surety bonds ....................... 13,660 13,691 8,796 7,835 6,467 4,125
Group accident and health (1) ...... 9,098 3,394 342 8,195 3,190 319
Other (2) .......................... 183 278 (271) 75 213 (123)
--------- --------- --------- --------- --------- ---------
TOTAL .............................. $152,447 $190,767 $171,599 $ 87,098 $ 85,519 $ 69,985
========= ========= ========= ========= ========= =========
- -----------------------
(1) The group accident and health program was discontinued during 2000.
(2) This category is comprised primarily of the run-off of other discontinued programs and
NAICO's participation in various mandatory workers compensation pools and assigned risks.
PAGE 3
LINES OF INSURANCE
The lines of insurance written by NAICO through its programs are workers
compensation, automobile liability, surety, accident and health, automobile
physical damage, property, inland marine and other liability lines, which
include general and professional liability lines. The following table shows
net premiums earned as a percentage of total net premiums earned by each line
of insurance written by NAICO during the period indicated.
YEAR ENDED DECEMBER 31,
--------------------------------------------
1997 1998 1999 2000 2001
-------- -------- -------- -------- --------
Other liability ................................... 13% 22% 19% 25% 25%
Workers compensation .............................. 44% 19% 34% 25% 24%
Automobile liability .............................. 17% 22% 17% 20% 19%
Automobile physical damage ........................ 7% 9% 8% 13% 17%
Property .......................................... 2% 4% 3% 4% 7%
Surety ............................................ 13% 14% 9% 8% 6%
Inland marine ..................................... 1% 1% 1% 1% 2%
Accident and health ............................... 3% 9% 9% 4% -%
-------- -------- -------- -------- --------
Total ........................................ 100% 100% 100% 100% 100%
======== ======== ======== ======== ========
AGENCY AND BROKERAGE
L&W is appointed by insurers to solicit applications for insurance
policies, primarily in Oklahoma. L&W represents various personal and
commercial lines insurance companies in marketing property and casualty
insurance. L&W also markets individual and group life, medical and disability
income coverage. Major target classes of business include political
subdivisions, health care facilities, transportation companies, manufacturers,
contractors, energy businesses, retailers, wholesalers and service
organizations. L&W places a large portion of its property and casualty
business with NAICO. It also acts as a surplus lines broker specializing in
risk management and brokering insurance for commercial enterprises. L&W
places direct agency business as well as business from other agents with
specialty insurance companies.
L&W acts as a broker for NAICO, accepting applications for insurance from
independent agents who, in many instances, are not agents appointed directly
by NAICO.
UNDERWRITING AND CLAIMS
Independent insurance agents submit applications for insurance coverage
for prospective customers to NAICO. NAICO reviews a prospective risk in
accordance with its specific underwriting guidelines. If the risk is approved
and coverage is accepted by the insured, NAICO issues an insurance policy.
NAICO has maintained a continuous contractual relationship with an
underwriting manager for its bail bond program. During 1999, 2000 and 2001,
the gross written premiums in this program were $2.8 million, $2.5 million and
$2.3 million, respectively. This underwriting manager operates through a
network of bail bond agents who submit applications to the underwriting
manager. If the application meets the specific guidelines set by the
underwriting manager, a bail bond is issued. This underwriting manager is an
independent contractor and is responsible for collection of all premiums and
payment of all commissions to bail bond agents. Additionally, it is
responsible for all claims and recoveries and is required to maintain
collateral security for each bond.
NAICO's claim department reviews and administers all claims. When a
claim is received, it is reviewed and assigned to an in-house claim adjuster
based on the type and geographic location of the claim, its severity and its
class of business. NAICO's claim department is responsible for reviewing each
claim, obtaining necessary documentation and establishing loss and loss
adjustment expense reserves. NAICO's in-house claims staff handles and
supervises the claims, coordinates with outside legal counsel and independent
claims adjusters if necessary, and processes the claims to conclusion.
PAGE 4
REINSURANCE
In the ordinary course of business, NAICO cedes insurance risks and a
portion of the insurance premiums to its reinsurers under various reinsurance
contracts that cover individual risks (facultative reinsurance) or entire
classes of business (treaty reinsurance). Reinsurance provides greater
diversification of insurance risk associated with business written and also
reduces NAICO's exposure from high policy limits or from catastrophic events
and hazards of an unusual nature. Amounts recoverable from reinsurers are
estimated in a manner consistent with the claim liability associated with the
reinsured policies. In formulating its reinsurance programs, NAICO considers
numerous factors, including the financial stability of the reinsurer, the
reinsurer's ability to provide sufficient collateral (if required),
reinsurance coverage offered and price.
Treaty reinsurance may be ceded under treaties on both a pro rata or
proportional basis (where the reinsurer shares proportionately in premiums and
losses) and an excess of loss basis (where only losses above a specific amount
are reinsured). The availability, costs and limits of reinsurance purchased
varies from year to year based upon prevailing market conditions, reinsurers'
underwriting results and NAICO's desired risk retention levels. A majority
of NAICO's reinsurance programs renew on January 1, April 1 or July 1 of each
year. NAICO renewed all January 1, 2002 reinsurance programs. At the present
time, NAICO expects to renew the reinsurance programs that renew on April 1
or July 1, 2002, as applicable.
NAICO has structured separate reinsurance programs for construction
surety bonds, property (including inland marine), workers compensation,
casualty (including automobile liability, general liability, umbrella
liability and related professional liability), and automobile physical
damage. Chandler Barbados reinsures NAICO for a portion of the risk on
NAICO's construction surety bonds, workers compensation and casualty
reinsurance programs. A portion of the risk that Chandler Barbados assumes
from NAICO is reinsured by Chandler Insurance.
Under the 1999 workers compensation reinsurance program, NAICO's net
retention was 50% of the first $10,000 of loss per occurrence plus 75% of
$490,000 excess of $10,000 of loss per occurrence. Effective January 1, 2000,
NAICO's net retention was reduced to 42.5% of the first $10,000 of loss per
occurrence plus 37.5% of $90,000 excess of $10,000 of loss per occurrence.
Effective October 1, 2000, NAICO purchased quota share reinsurance which
reduced NAICO's net retention to 34% of the first $10,000 of loss per
occurrence plus 30% of $90,000 excess of $10,000 of loss per occurrence.
Effective July 1, 2001, NAICO added 28% of the $100,000 excess of $100,000 of
loss per occurrence layer to its net retention. Effective January 1, 2002,
NAICO's net retention increased to 50% of the first $200,000 of loss per
occurrence.
Under the 1999 casualty reinsurance program, NAICO retained 80% of the
first $250,000 of loss per occurrence. Effective January 1, 2000, NAICO's
retention was reduced to 80% of the first $100,000 of loss per occurrence.
Effective October 1, 2000, NAICO purchased quota share reinsurance which
reduced NAICO's net retention to 64% of the first $100,000 of loss per
occurrence. Effective July 1, 2001, NAICO's net retention increased to 64%
of the first $100,000 of loss per occurrence plus 60% of $150,000 excess of
$100,000 of loss per occurrence plus 40% of $250,000 excess of $250,000 of
loss per occurrence. Effective January 1, 2002, NAICO's net retention
increased to 80% of the first $250,000 of loss per occurrence plus 40% of
$250,000 excess of $250,000 of loss per occurrence.
Under the construction surety bond reinsurance program, NAICO's net
retention was 50% of the first $250,000 per principal (e.g., contractor)
during 1999 and 2000. Effective April 1, 2001, NAICO's net retention
increased to 50% of the first $350,000 per principal.
Under the 1999 and 2000 property reinsurance program, NAICO retained 30%
of the first $500,000 of risk for each loss per risk or location. Effective
January 1, 2001, NAICO retains 33% of the first $1,515,152 of risk for each
loss per risk or location.
NAICO purchases catastrophe protection for its automobile physical damage
and certain property coverages to limit its retention for single loss
occurrences involving multiple policies and/or policyholders resulting from
perils such as floods, winds and severe storms. This catastrophe protection
is purchased primarily from Lloyd's of London. Under its 1999 and 2000
automobile physical damage reinsurance program, NAICO retained the first
$250,000 of loss per occurrence, plus 5% of amounts exceeding $250,000 of loss
per occurrence up to $1 million of loss per occurrence. Effective January 1,
2001, NAICO retains the first $500,000 of loss per occurrence, plus 5% of
amounts exceeding $500,000 of loss per occurrence up to $1 million of loss per
occurrence. NAICO has also purchased reinsurance which limits its net
retained loss for both automobile physical damage and property losses to
$1,000,000 for each loss occurrence. NAICO also purchases facultative
reinsurance when it writes a risk with limits of liability exceeding the
maximum limits of its treaties or when it otherwise considers such action
appropriate.
PAGE 5
The following table sets forth certain information related to NAICO's
five largest reinsurers determined on the basis of net reinsurance
recoverables as of December 31, 2001.
CEDED REINSURANCE
NET PREMIUMS FOR A.M. BEST
REINSURANCE THE YEAR ENDED COMPANY
NAME OF REINSURER RECOVERABLE (1) DECEMBER 31, 2001 RATING
- --------------------------------------------------------- --------------- ------------------ ---------
(Dollars in thousands)
Swiss Reinsurance America Corporation ................... $ 29,979 $ 22,275 A++
GE Reinsurance Corporation .............................. 18,749 13,348 A++
Chandler Barbados ....................................... 17,794 23,455 -(2)
Zurich American Insurance Company ....................... 7,864 - A+
Red River Reinsurance, Ltd. ............................. 5,642 5,933 -(3)
--------------- ------------------
Top five reinsurers ................................ $ 80,028 $ 65,011
=============== ==================
All reinsurers ..................................... $ 98,985 $ 93,541
=============== ==================
Percentage of total represented by top five reinsurers... 81% 70%
- ---------------------------------------------------------
(1) Includes losses and loss adjustment expenses paid and outstanding, unpaid losses and
loss adjustment expenses and prepaid reinsurance premiums recoverable from reinsurers
as of December 31, 2001.
(2) Chandler Barbados owns 100% of the common stock of Chandler USA, which in turn owns
100% of the common stock of NAICO. Although Chandler Barbados is not subject to the
minimum capital, audit, reporting and other requirements imposed by regulation upon
United States reinsurance companies, as a foreign reinsurer, it is required to secure
its reinsurance obligations by depositing acceptable securities in trust for NAICO's
benefit. At December 31, 2001, Chandler Barbados had cash and investments with a fair
value of $19.3 million deposited in a trust account for the benefit of NAICO.
(3) Red River Reinsurance, Ltd. ("Red River") is required to secure its reinsurance obligations
by depositing acceptable securities in trust for NAICO's benefit. At December 31, 2001,
Red River's reinsurance recoverables were collateralized by cash and investments with a
fair value of $5.4 million deposited in a trust account for the benefit of NAICO and by
premiums payable to Red River of approximately $1.1 million.
Transamerica Occidental Life Insurance Company ("Transamerica") reinsured
NAICO for certain workers compensation risks during 1989, 1990 and 1991.
Beginning in 1996, Transamerica refused to pay NAICO for balances that it owed
under the reinsurance treaties. Transamerica owed NAICO approximately $1.5
million for reinsurance recoverables on paid losses and loss adjustment
expenses as of December 31, 2001. NAICO is currently engaged in arbitration
in order to enforce the terms of the reinsurance treaties.
Reliance Insurance Company ("Reliance") reinsured NAICO for certain
workers compensation risks during 1998 and 1999. During the fourth quarter of
1999, NAICO and Reliance rescinded two reinsurance treaties which had been in
effect since January 1, 1999. NAICO received a return of ceded premiums and
reassumed certain losses as a result of the rescission. At December 31, 2001,
NAICO had reinsurance recoverables from Reliance for paid and unpaid losses
relating to the 1998 treaties of approximately $2.2 million. During October
2001, the Commonwealth of Pennsylvania placed Reliance in liquidation. At
this time, NAICO is unable to determine the amount of its reinsurance
recoverables from Reliance that will ultimately be collected.
Reinsurance contracts do not relieve an insurer from its obligation to
policyholders. Failure of reinsurers to honor their obligations could result
in losses to Chandler USA; consequently, adjustments to ceded losses and loss
adjustment expenses are made for amounts deemed uncollectible. NAICO did not
incur any charges for uncollectible reinsurance recoverables from reinsurers
in 1999 or 2000. During 2001, NAICO incurred charges of $454,000 in
adjustments to ceded losses and loss adjustment expenses for amounts deemed
uncollectible, and has reduced the carrying value of such amounts by
approximately $1.1 million as of December 31, 2001.
PAGE 6
LOSS AND UNDERWRITING EXPENSE RATIOS
The combined loss and underwriting expense ratio ("Combined Ratio") is
the traditional measure of underwriting experience for property and casualty
insurance companies. It is the sum of the ratios of (i) incurred losses and
loss adjustment expenses to net premiums earned ("loss ratio") and (ii)
underwriting expenses to net premiums written and assumed ("underwriting
expense ratio").
The following table shows the underwriting experience of Chandler USA for
the periods indicated by line of insurance written. Adjustments to reserves
made in subsequent periods are reflected in the year of adjustment. In the
following table, incurred losses include paid losses and loss adjustment
expenses, net changes in case reserves for losses and loss adjustment expenses
and net changes in reserves for incurred but not reported losses and loss
adjustment expenses. See also "Reserves" and "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS."
YEAR ENDED DECEMBER 31,
------------------------------------------------------
1997 1998 1999 2000 2001
---------- ---------- ---------- ---------- ----------
(Dollars in thousands)
Other liability:
Net premiums earned ................... $ 10,014 $ 11,357 $ 15,785 $ 20,992 $ 17,470
Loss ratio ............................ 47% 66% 70% 56% 57%
Workers compensation (1):
Net premiums earned ................... $ 35,646 $ 9,937 $ 29,244 $ 21,161 $ 16,449
Loss ratio ............................ 72% 66% 77% 70% 105%
Automobile liability:
Net premiums earned ................... $ 13,704 $ 11,419 $ 15,027 $ 17,517 $ 13,386
Loss ratio ............................ 76% 75% 78% 78% 70%
Automobile physical damage:
Net premiums earned ................... $ 5,726 $ 4,702 $ 7,039 $ 11,434 $ 12,174
Loss ratio ............................ 60% 86% 104% 85% 52%
Property:
Net premiums earned ................... $ 1,912 $ 2,332 $ 2,972 $ 3,377 $ 4,806
Loss ratio ............................ 74% 136% 203% 179% 93%
Surety:
Net premiums earned ................... $ 10,671 $ 7,619 $ 8,061 $ 6,760 $ 4,125
Loss ratio ............................ 8% 18% 6% 33% 57%
Inland marine:
Net premiums earned ................... $ 500 $ 448 $ 775 $ 1,088 $ 1,256
Loss ratio ............................ 196% 126% 138% 142% 143%
Accident and health:
Net premiums earned ................... $ 2,529 $ 4,610 $ 8,195 $ 3,190 $ 319
Loss ratio ............................ 43% 91% 104% 161% 281%
Total (1):
Net premiums earned ................... $ 80,702 $ 52,424 $ 87,098 $ 85,519 $ 69,985
Loss ratio ............................ 60% 69% 79% 76% 75%
Underwriting expense ratio (2) ........ 38% 33% 32% 30% 33%
---------- ---------- ---------- ---------- ----------
Combined ratio (2) .................... 98% 102% 111% 106% 108%
========== ========== ========== ========== ==========
- -----------------------------------------
(1) The rescission of two reinsurance treaties during 1999 increased net premiums earned for
workers compensation by $19.6 million and increased the workers compensation loss ratio
by 20 percentage points. The rescission of the reinsurance treaties also increased the
total 1999 loss ratio by 2 percentage points and the 1999 combined ratio by 4 percentage
points.
(2) Interest expense and litigation expenses are not considered underwriting expenses;
therefore, such costs have been excluded from these ratios.
PAGE 7
RESERVES
Insurance companies provide in their financial statements reserves for
unpaid losses and loss adjustment expenses which are estimates of the expense
of investigation and settlement of all reported and incurred but not reported
losses under their previously issued insurance policies and/or reinsurance
contracts. In estimating reserves, insurance companies use various
standardized methods based on historical experience and payment and reporting
patterns for the type of risk involved. The application of these methods
involves subjective determinations by the personnel of the insurance company.
Inherent in the estimates of the ultimate liability for unpaid claims are
expected trends in claim severity, claim frequency and other factors that may
vary as claims are settled. The amount of and uncertainty in the estimates
is affected by such factors as the amount of historical claims experience
relative to the development period for the type of risk, knowledge of the
actual facts and circumstances and the amount of insurance risk retained.
The ultimate cost of insurance claims can be adversely affected by increased
costs, such as medical expenses, repair expenses, costs of providing legal
defense for policyholders, increased jury awards and court decisions and
legislation that expand insurance coverage after the insurance policy was
priced and sold. Accordingly, the loss and loss adjustment expense reserves
may not accurately predict an insurance company's ultimate liability for
unpaid claims.
NAICO periodically reviews the reserve estimates relating to insurance
business written or assumed by NAICO, and the methods used to arrive at such
reserve estimates. NAICO also retains independent professional actuaries who
review such reserve estimates and methods. Any changes in the estimates are
reflected in current operating results. Salvage and subrogation recoverables
are accrued using the "case basis" method for large recoverables and
statistical estimates based on historical experience for smaller
recoverables. Recoverable amounts deducted from Chandler USA's net liability
for losses and loss adjustment expenses were approximately $3.5 million and
$5.0 million at December 31, 2000 and 2001, respectively. NAICO's
statutory-based reserves (reserves calculated in accordance with an
insurer's domiciliary state insurance regulatory authorities) do not differ
from its reserves reported on the basis of generally accepted accounting
principles ("GAAP"). NAICO does not discount its reserves for unpaid losses
or loss adjustment expenses.
NAICO participates in various pools covering workers compensation risks
for insureds who were unable to purchase this coverage from an insurance
company on a voluntary basis. In addition, NAICO receives direct assignments
to write workers compensation for such insureds in lieu of participating in
the pools. The consolidated financial statements reflect the reserves for
unpaid losses and loss adjustment expenses and net premiums earned from its
participation in the pools and from these direct assignments.
There may be significant reporting lags between the occurrence of the
insured loss and the time it is actually reported to the insurer. The
inherent uncertainties in estimating insurance reserves are generally greater
for casualty coverages, such as workers compensation, general and automobile
liability, than for property coverages primarily due to the longer period of
time that typically elapses before a definitive determination of ultimate
loss can be made, which is also affected by changing theories of legal
liability and changing political climates.
There are significant additional uncertainties in estimating the amount
of reserves required for environmental, asbestos-related and other latent
exposure claims, including a lack of historical data, long reporting delays
and complex unresolved legal issues regarding policy coverage and the extent
and timing of any such contractual liability. Courts have reached different
and frequently inconsistent conclusions as to when the loss occurred, what
claims are covered, under what circumstances the insurer has an obligation to
defend, how policy limits are determined and how policy exclusions are applied
and interpreted.
The loss settlement period on insurance claims for property damage is
relatively short. The more severe losses for bodily injury and workers
compensation claims have a much longer loss settlement period and may be paid
out over several years. It is often necessary to adjust estimates of
liability on a loss either upward or downward from the time a claim arises to
the time of payment. Workers compensation indemnity benefit reserves are
determined based on statutory benefits described by state law and are
estimated based on the same factors generally discussed above which may
include, where state law permits, inflation adjustments for rising benefits
over time. Generally, the more costly automobile liability claims involve
one or more severe bodily injuries or deaths. The ultimate cost of these
types of claims is dependent on various factors including the relative
liability of the parties involved, the number and severity of injuries and the
legal jurisdiction where the incident occurred.
PAGE 8
The following table sets forth a reconciliation of the beginning and
ending reserves for losses and loss adjustment expenses which are net of
reinsurance deductions for the years indicated.
YEAR ENDED DECEMBER 31,
------------------------------------------------------
1997 1998 1999 2000 2001
---------- ---------- ---------- ---------- ----------
(In thousands)
Net balance before provision for uncollectible
reinsurance at beginning of year ............. $ 53,313 $ 53,345 $ 39,570 $ 51,123 $ 46,588
---------- ---------- ---------- ---------- ----------
Net losses and loss adjustment expenses
incurred related to:
Current year ............................ 46,645 34,313 65,139 60,020 39,881
Prior years ............................. 1,868 1,737 3,520 4,979 12,669
---------- ---------- ---------- ---------- ----------
Total .............................. 48,513 36,050 68,659 64,999 52,550
---------- ---------- ---------- ---------- ----------
Net paid losses and loss adjustment expenses
related to:
Current year ............................ (19,909) (19,495) (33,210) (33,525) (22,596)
Prior years ............................. (28,572) (30,330) (23,896) (36,009) (43,799)
---------- ---------- ---------- ---------- ----------
Total .............................. (48,481) (49,825) (57,106) (69,534) (66,395)
---------- ---------- ---------- ---------- ----------
Net balance before provision for uncollectible
reinsurance at end of year ................... 53,345 39,570 51,123 46,588 32,743
Adjustments to reinsurance recoverables on
unpaid losses for uncollectible reinsurance... 690 351 255 119 69
---------- ---------- ---------- ---------- ----------
Net balance at end of year ........................ $ 54,035 $ 39,921 $ 51,378 $ 46,707 $ 32,812
========== ========== ========== ========== ==========
During 2001, NAICO experienced adverse loss development related to prior
accident years totaling $12.7 million. This adverse loss development was due
primarily to increased loss severity in the standard property and casualty and
political subdivisions programs. A substantial part of this loss development
was for workers compensation losses in the 1999 accident year. NAICO's net
retention for workers compensation losses increased substantially in 1999 due
to the rescission of certain reinsurance treaties covering this line of
business. Also contributing to the adverse loss development were provisions
for potentially uncollectible reinsurance and deductibles of approximately
$1.2 million during 2001, an increase in losses in the surety bond program and
approximately $878,000 in losses for the runoff of the discontinued group
accident and health program.
The following table represents the development of net balance sheet
reserves for 1992 through 2001. The top line of the table shows the net
reserves at the balance sheet date for each of the indicated years. This
represents the estimated amounts of claims and claim expenses, net of
reinsurance deductions, arising in the current and all prior years that are
unpaid at the balance sheet date, including the net reserve for incurred but
not reported claims. The upper portion of the table shows the cumulative net
amounts paid as of successive years with respect to that reserve liability.
The estimate for unpaid losses and loss adjustment expenses changes as more
information becomes known about the frequency and severity of claims for
individual years. The next portion of the table shows the revised estimated
amount of the previously recorded net reserve based on experience as of the
end of each succeeding year. The heading "net cumulative (deficiency)
redundancy" represents the cumulative aggregate change in the estimates over
all prior years. The last portion of the table provides a reconciliation of
the net amounts to the gross amounts before any deductions for reinsurance.
In evaluating the information in the following table, it should be noted
that each amount includes the effects of all changes in amounts for prior
periods. For example, the amount of the deficiency recorded in 1995 for
claims that occurred in 1992 will be included in the cumulative deficiency
amount for years 1992, 1993, 1994 and 1995. This table does not present
accident or policy year development data. Conditions and trends that have
affected development of the liability in the past may not necessarily occur
in the future. Accordingly, it may not be appropriate to extrapolate future
deficiencies or redundancies based on this table.
PAGE 9
DEVELOPMENT OF RESERVES
AS OF DECEMBER 31,
-------------------------------------------------------------------------------------------------------------
1992 1993 1994 1995 1996 1997 1998 1999 2000 2001
---------- ----------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
(In thousands)
Net reserve for unpaid
losses and loss
adjustment
expenses (1).........$ 46,604 $ 51,648 $ 64,308 $ 58,340 $ 53,845 $ 54,035 $ 39,921 $ 51,378 $ 46,707 $ 32,812
Net paid (cumulative)
as of
One year later ...... 26,849 26,469 30,771 31,768 28,572 30,330 23,896 36,009 43,799
Two years later ..... 39,770 38,655 45,321 44,471 40,857 42,934 34,966 58,979
Three years later ... 46,360 45,357 51,985 49,262 45,668 49,735 45,390
Four years later .... 49,400 48,385 54,825 51,101 47,995 56,306
Five years later .... 51,299 49,116 55,691 52,126 50,700
Six years later ..... 51,641 49,399 56,278 54,040
Seven years later ... 51,867 49,681 57,826
Eight years later ... 52,071 50,291
Nine years later .... 52,652
Net liability
re-estimated as of (1)
One year later ...... 51,951 52,058 62,757 59,644 55,713 55,772 43,441 56,357 59,376
Two years later ..... 50,845 50,135 61,924 59,605 55,599 56,362 45,373 67,469
Three years later ... 51,076 50,492 62,737 59,155 54,528 58,176 50,146
Four years later .... 51,572 51,022 62,636 58,247 54,834 61,096
Five years later .... 52,309 50,981 62,195 58,445 55,615
Six years later ..... 52,275 50,954 62,295 58,567
Seven years later ... 52,381 50,832 62,630
Eight years later ... 52,315 50,932
Nine years later .... 52,421
Net cumulative (deficiency)
redundancy ..........$ (5,817) $ 716 $ 1,678 $ (227) $ (1,770) $ (7,061) $ (10,225) $ (16,091) $ (12,669) $ -
Supplemental gross data:
Gross liability after
reclassification of
pools - end
of year ...........$ 210,892 $ 167,187 $ 143,437 $ 116,149 $ 78,114 $ 73,721 $ 80,701 $ 98,460 $ 100,173 $ 84,756
Reclassification of
pool liabilities .. (18,875) (15,694) - - - - - - - -
---------- ----------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
Gross liability
before reclassification
of pools - end
of year (1) .......$ 192,017 $ 151,493 $ 143,437 $ 116,149 $ 78,114 $ 73,721 $ 80,701 $ 98,460 $ 100,173 $ 84,756
Reinsurance
recoverable ....... 145,413 99,845 79,129 57,809 24,269 19,686 40,780 47,082 53,466 51,944
---------- ----------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
Net liability - end
of year (1) .......$ 46,604 $ 51,648 $ 64,308 $ 58,340 $ 53,845 $ 54,035 $ 39,921 $ 51,378 $ 46,707 $ 32,812
========== =========== ========== ========== ========== ========== ========== ========== ========== =========
Gross re-estimated
liability -
latest ............$ 193,200 $ 148,369 $ 142,547 $ 119,678 $ 92,050 $ 92,121 $ 110,647 $ 141,658 $ 137,507
Re-estimated recoverable -
latest ............ 140,779 97,437 79,917 61,111 36,435 31,025 60,501 74,189 78,131
---------- ----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net re-estimated liability -
latest (1) ........$ 52,421 $ 50,932 $ 62,630 $ 58,567 $ 55,615 $ 61,096 $ 50,146 $ 67,469 $ 59,376
========== =========== ========== ========== ========== ========== ========== ========== ==========
Gross cumulative (deficiency)
redundancy ........$ (1,183) $ 3,124 $ 890 $ (3,529) $ (13,936) $ (18,400) $ (29,946) $ (43,198) $ (37,334)
========== =========== ========== ========== ========== ========== ========== ========== ==========
- --------------------------------------------
(1) The December 31, 1993 and prior amounts do not include the reclassification of pool liabilities.
PAGE 10
INVESTMENTS
Funds available for investment include Chandler USA's present capital as
well as premiums received and retained under insurance policies and
reinsurance agreements issued by NAICO. Until these funds are required to be
used for the settlement of claims and the payment of operating expenses, they
are invested with the objective of generating income, preserving principal and
maintaining liquidity.
Fixed-maturity investments are purchased to support the investment
strategies of Chandler USA and its subsidiaries, which are developed based on
many factors including rate of return, maturity, credit risk, tax
considerations, regulatory requirements and their mix of business. At the
time of purchase, investments in debt securities that Chandler USA has the
positive intent and ability to hold to maturity are classified as held to
maturity and reported at amortized cost; all other debt securities are
reported at fair value. Investments classified as trading are actively and
frequently bought and sold with the objective of generating income on
short-term differences in price. Realized and unrealized gains and losses
on securities classified as trading account assets are recognized in current
operations. Chandler USA has not classified any investments as trading
account assets. Securities not classified as held to maturity or trading are
classified as available for sale, with the related unrealized gains and
losses excluded from earnings and reported net of deferred income tax as a
separate component of other comprehensive income until realized. Realized
gains and losses on sales of securities are based on the specific
identification method. Declines in the fair value of investment securities
below their carrying value that are other than temporary are recognized in
earnings.
As of December 31, 2001, all of the investments of NAICO were in
fixed-maturity investments (rated Aa3 or A- or better by Moody's Investors
Service, Inc. or Standard & Poor's, respectively), interest-bearing money
market accounts, a collateralized repurchase agreement and common stock
received in connection with two unaffiliated entities' conversion to
for-profit corporations. A substantial portion of NAICO's investment
portfolio was managed by Madison Scottsdale, L.C. during 2000 and 2001.
NAICO terminated the relationship with Madison Scottsdale, L.C. effective
December 31, 2001, and the investment portfolio is currently managed by the
Investment Committee of its Board of Directors. For additional information,
see Notes to Consolidated Financial Statements.
DEBENTURES
On July 16, 1999, Chandler USA completed a public offering of $24 million
principal amount of senior debentures with a maturity date of July 16, 2014.
The debentures were priced at $1,000 each with an interest rate of 8.75% and
are redeemable by Chandler USA on or after July 16, 2009 without penalty or
premium. The proceeds to Chandler USA before expenses but after the
underwriter's discount were $23.16 million. The proceeds of the offering were
used to repay existing bank debt, to repay amounts owed by Chandler USA to
Chandler Barbados, and for general corporate purposes. Chandler USA's
subsidiaries and affiliates are not obligated by the debentures. Accordingly,
the debentures are effectively subordinated to all existing and future
liabilities and obligations of Chandler USA's existing and future subsidiaries.
EMPLOYEES AND ADMINISTRATION
At December 31, 2001, Chandler USA and its subsidiaries had approximately
375 full-time employees. Chandler USA and its subsidiaries generally have
enjoyed good relations with their employees.
COMPETITION
NAICO operates in a highly competitive industry and faces competition
from domestic and foreign insurers, many of which are larger, have greater
financial, marketing and management resources, have more favorable ratings by
ratings agencies and offer more diversified insurance coverages than NAICO.
A company's capacity to write insurance policies is dependent on a
variety of factors including its net worth or "surplus," the lines of
business written, the types of risk insured and its profitability. Since
the late 1980's, the industry has generally had excess underwriting capacity.
This condition resulted in depressed premium rates and expanded policy terms,
which generally occur when excess underwriting capacity exists. NAICO
continues to experience competition, however, NAICO was able to increase its
pricing for most coverages during 2000 and 2001, which has generally been the
trend industry wide. NAICO's underwriting philosophy is to forego
underwriting risks from which it is unable to obtain what it believes to be
adequate premium rates.
PAGE 11
REGULATION
REGULATION IN GENERAL
NAICO is subject to regulation by government agencies in the
jurisdictions in which it does business. The nature and extent of such
regulation vary from jurisdiction to jurisdiction, but typically involve
prior approval of the acquisition of control of an insurance company or of any
company controlling an insurance company, regulation of certain transactions
entered into by an insurance company with any of its affiliates, approval of
premium rates, forms and policies used for many lines of insurance, standards
of solvency and minimum amounts of capital and surplus which must be
maintained, establishment of reserves required to be maintained for unearned
premiums, unpaid losses and loss adjustment expenses or for other purposes,
limitations on types and amounts of investments, restrictions on the size of
risks which may be insured by a single company, licensing of insurers and
agents, deposits of securities for the benefit of policyholders and the filing
of periodic reports with respect to financial condition and other matters. In
addition, regulatory examiners perform periodic financial and market conduct
examinations of insurance companies. Such regulation is generally intended for
the protection of policyholders rather than shareholders or creditors.
NAICO is required to deposit securities with regulatory agencies in
several states in which it is licensed as a condition of conducting operations
in those states.
In addition to the regulatory oversight of NAICO, Chandler Insurance is
also subject to regulation under the laws of the Cayman Islands and Chandler
USA and all of its affiliates are subject to regulation under the insurance
laws of Oklahoma (the "Oklahoma Insurance Code"). The Oklahoma Insurance Code
contains certain reporting requirements including those requiring Chandler
Insurance, as the ultimate parent company, to file information relating to its
capital structure, ownership, and financial condition and the general business
operations of its insurance subsidiaries. The Oklahoma Insurance Code contains
special reporting and prior approval requirements with respect to transactions
among affiliates.
NAICO is also affected by a variety of state and federal legislative and
regulatory measures and judicial decisions that define and extend the risks
and benefits for which insurance is sought and provided. These include
redefinitions of risk exposure in areas such as product liability,
environmental damage and workers compensation. In addition, individual state
insurance departments may prevent premium rates for some classes of insureds
from reflecting the level of risk assumed by the insurer for those classes.
Such developments may adversely affect the profitability of various lines of
insurance. In some cases, these adverse effects on profitability can be
minimized through re-pricing, if permitted by applicable regulations, of
coverages or limitations or cessation of the affected business.
The activities of L&W related to insurance brokerage and agency services
and claims administration services are subject to licensing and regulation by
the jurisdictions in which it conducts such activities. In addition, most
jurisdictions require that certain individuals engaging in brokerage and
agency activities be personally licensed. As a result, a number of L&W's
employees are so licensed.
INSURANCE REGULATION CONCERNING CHANGE OR ACQUISITION OF CONTROL
NAICO is a domestic property and casualty insurance company organized
under the Oklahoma Insurance Code. The Oklahoma Insurance Code provides that
the acquisition or change of "control" of a domestic insurer or of any person
that controls a domestic insurer cannot be consummated without the prior
approval of the Oklahoma Department of Insurance. A person seeking to acquire
control, directly or indirectly, of a domestic insurance company or of any
person controlling a domestic insurance company must generally file with the
relevant insurance regulatory authority an application for change of control
containing certain information required by statute and published regulations
and provide a copy of such to the domestic insurer. In Oklahoma, control is
generally presumed to exist if any person, directly or indirectly, owns,
controls, holds with the power to vote or holds proxies representing 10% or
more of the voting securities of the insurance company or of any other person
or entity controlling the insurance company. The 10% presumption is not
conclusive and control may be found to exist at less than 10%.
In addition, many state insurance regulatory laws contain provisions that
require pre-notification to state agencies of a change in control of a
non-domestic insurance company admitted in that state. While such
pre-notification statutes do not authorize the state agency to disapprove the
change of control, such statutes do authorize issuance of a cease and desist
order with respect to the non-domestic insurer if certain conditions exist
such as undue market concentration.
PAGE 12
Any future transactions that would constitute a change in control of
Chandler Insurance, Chandler Barbados or Chandler USA would also generally
require prior approval by the Oklahoma Department of Insurance and would
require pre-acquisition notification in those states which have adopted
pre-acquisition notification provisions and in which the insurers are
admitted. Because such requirements are primarily for the benefit of
policyholders, they may deter, delay or prevent certain transactions that
could be advantageous to the shareholders or creditors of Chandler USA. The
Oklahoma Department of Insurance approved the change of control resulting from
the going private transaction for Chandler Insurance during 2001.
RESTRICTIONS ON SHAREHOLDER DIVIDENDS
A significant portion of Chandler USA's consolidated assets represents
assets of NAICO that may not be immediately transferable to Chandler USA in
the form of shareholder dividends, loans, advances or other payments.
Statutes and regulations governing NAICO and other insurance companies
domiciled in Oklahoma regulate the payment of shareholder dividends and other
payments by NAICO to Chandler USA. Under applicable Oklahoma statutes and
regulations, NAICO is permitted to pay shareholder dividends only out of
statutory earned surplus. To the extent NAICO has statutory earned surplus,
NAICO may pay shareholder dividends only to the extent that such dividends are
not defined as extraordinary dividends or distributions. If the dividends
are, under applicable statutes and regulations, extraordinary dividends or
distributions, regulatory approval must be obtained. Under the applicable
Oklahoma statute, and subject to the availability of statutory earned surplus,
the maximum shareholder dividend that may be declared (or cash or property
distribution that may be made) by NAICO in any one calendar year without
regulatory approval is the greater of (i) NAICO's statutory net income,
excluding realized capital gains, for the preceding calendar year; or (ii) 10%
of NAICO's statutory policyholders' surplus as of the preceding calendar year
end, not to exceed NAICO's statutory earned surplus.
As of December 31, 2001, NAICO had statutory earned surplus of
$16.4 million. Applying the Oklahoma statutory limits described above, the
maximum shareholder dividend NAICO may pay in 2002 without the approval of
the Oklahoma Department of Insurance is $4.9 million. NAICO paid shareholder
dividends totaling $7.0 million and $2.5 million to Chandler USA in 2001 and
2000, respectively. The Oklahoma Department of Insurance approved the payment
of the extraordinary dividend by NAICO to Chandler USA in 2001.
In addition to the statutory limits described above, the amount of
shareholder dividends and other payments to affiliates permitted can be
further limited by contractual or regulatory restrictions or other agreements
with regulatory authorities restricting dividends and other payments,
including regulatory restrictions that are imposed as a matter of
administrative policy. If insurance regulators determine that payment of a
shareholder dividend or other payments to an affiliate (such as payments under
a tax sharing agreement, payments for employee or other services, or payments
pursuant to a surplus note) would be hazardous to such insurance company's
policyholders or creditors, the regulators may block such payments that would
otherwise be permitted without prior approval.
RISK-BASED CAPITAL
The National Association of Insurance Commissioners has adopted a
methodology for assessing the adequacy of statutory surplus of domestic
property and casualty insurers. This methodology is described in the Risk
Based Capital Model Act (the "RBC Model Act"). The RBC Model Act includes a
risk-based capital requirement that requires insurance companies to calculate
and report information under a risk-based formula which attempts to measure
statutory capital and surplus needs based on the risks in the insurance
company's mix of products and investment portfolio. The formula is designed
to allow state insurance regulators to identify potential under-capitalized
companies. Under the formula, an insurer determines its "risk-based capital"
("RBC") by taking into account certain risks related to the insurer's assets
(including risks related to its investment portfolio and ceded reinsurance)
and the insurer's liabilities (including underwriting risks related to the
nature and experience of its insurance business). The RBC rules provide for
different levels of regulatory attention depending on the ratio of a company's
total adjusted capital to its "authorized control level" of RBC. Insurers
below the specific ratios are classified within certain levels, each of which
requires specific corrective action. The levels and ratios are as follows:
PAGE 13
Ratio of Total Adjusted Capital to
Authorized Control Level RBC
(Less than or equal to)
------------------------------------
Regulatory Event (1)
--------------------
Company Action Level (2)............ 2.0
Regulatory Action Level (3)......... 1.5
Authorized Control Level (4)........ 1.0
Mandatory Control Level (5)......... 0.7
- ------------------------------------
(1) When an insurer's ratio exceeds 2.0, it is not subject to regulatory attention under
the RBC Model Act.
(2) "Company Action Level" requires an insurer to prepare and submit an RBC Plan to the
insurance commissioner of its state of domicile. After review, the insurance commissioner
will notify the insurer if the Plan is satisfactory.
(3) "Regulatory Action Level" requires the insurer to submit an RBC Plan, or if applicable,
a Revised RBC Plan to the insurance commissioner of its state of domicile. After
examination or analysis, the insurance commissioner will issue an order specifying
corrective actions to be taken.
(4) "Authorized Control Level" authorizes the insurance commissioner to take such regulatory
actions considered necessary to protect the best interest of the policyholders and
creditors of an insurer which may include the actions necessary to cause the insurer to be
placed under regulatory control (i.e., rehabilitation or liquidation).
(5) "Mandatory Control Level" authorizes the insurance commissioner to take actions necessary
to place the insurer under regulatory control (i.e., rehabilitation or liquidation).
The ratios of total adjusted capital to authorized control level RBC for NAICO
were 5.2:1 and 6.6:1 at December 31, 2000 and 2001, respectively. Therefore,
NAICO's total adjusted capital exceeds the level that would trigger regulatory
attention pursuant to the risk-based capital requirement.
NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS-IRIS RATIOS
The National Association of Insurance Commissioners Insurance Regulatory
Information System ("IRIS") was developed by a committee of state insurance
regulators and is primarily intended to assist state insurance departments in
executing their statutory mandates to oversee the financial condition of
insurance companies operating in their respective states. IRIS identifies 12
industry ratios and specifies "usual values" for each ratio. Departure from
the "usual values," which fluctuate annually, on four or more ratios generally
leads to inquiries from individual state insurance commissioners. NAICO had
six 2001 ratios that were outside of the "usual values," four of which
resulted primarily from adverse loss development as explained below.
NAICO's "surplus aid to policyholders' surplus" ratio for 2001 was 16%
compared to a usual value of less than 15%. This was due primarily to ceding
commissions from the purchase of additional quota share reinsurance that was
in effect during 2001. This quota share reinsurance expired effective
January 1, 2002 and NAICO elected not to renew it.
NAICO's "two-year overall operating ratio" for 2001 was 100% compared to
a usual value of less than 100%. Factors that contributed to NAICO's ratio
include a decrease in the ratio of investment income to net premiums earned
due primarily to lower interest rates experienced during 2001, and to adverse
loss development recorded during 2000 and 2001 for accident years prior to
2000. Excluding this loss development, the two-year overall operating ratio
would have been 97% for 2001.
NAICO's "investment yield" as calculated using the IRIS formula was 2.7%
during 2001 compared to a usual value of greater than 4.5% and less than
10.00%. NAICO maintains a high-quality investment portfolio, with no
non-investment grade bonds or real estate investments. NAICO's investment
yield is largely dependent upon prevailing levels of interest rates. The
decline in interest rates during 2001 had a significant impact on NAICO's
investment yield. During 2001, NAICO incurred $997,000 in investment expenses
to subsidize a premium finance program for certain insureds of NAICO. While
such expenses reduced NAICO's investment yield, the premium finance program
enhances cash flow by providing cash which is available for investment earlier
than conventional deferred payment plans. Excluding the investment expenses
for this premium finance program, NAICO's investment yield would have been
3.7% for 2001.
PAGE 14
NAICO's "one-year reserve development to policyholders' surplus" and
"two-year reserve development to policyholders' surplus" for 2001 were 24%
and 35%, respectively, compared to usual values of less than 20% for both
ratios. The primary reason for these unusual values was adverse loss
development experienced during 2001 related to prior accident years. This
adverse loss development was due primarily to increased loss severity in the
standard property and casualty and political subdivisions programs. A
substantial part of this loss development was for workers compensation losses
in the 1999 accident year. NAICO's net retention for workers compensation
losses increased substantially in 1999 due to the rescission of certain
reinsurance treaties covering this line of business. Also contributing to
the adverse loss development, as calculated using the IRIS formula, were
provisions for potentially uncollectible reinsurance and deductibles of
approximately $888,000 during 2001, an increase in losses in the surety bond
program and approximately $878,000 in losses for the runoff of the
discontinued group accident and health program.
NAICO's "estimated current reserve deficiency to policyholders' surplus"
was 36% at December 31, 2001 compared to a usual value of less than 25%. The
adverse loss development experienced in 2001 related to prior accident years
was primarily responsible for this ratio being outside of the normal range.
The calculation of this ratio assumes that factors that led to past under
reserving will cause current under reserving without regard to changes in
premium volume, premium rates, product mix, the amount of risk retained by
NAICO and current reserving practices. See "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" and "Reinsurance."
CODIFICATION
In 1998, the National Association of Insurance Commissioners adopted
codified statutory accounting principles ("Codification"). Codification
changed, to some extent, prescribed statutory accounting practices and
resulted in changes to the accounting practices that NAICO uses to prepare
its statutory financial statements. The State of Oklahoma adopted
Codification to be effective January 1, 2001. The adoption of Codification
increased NAICO's statutory policyholders' surplus by $3.5 million as of
January 1, 2001 which resulted primarily from the recognition of a net
deferred tax asset.
EFFECT OF FEDERAL LEGISLATION
Although the federal government does not directly regulate the business
of insurance, federal initiatives often affect the insurance business in a
variety of ways. Current and proposed federal measures which may
significantly affect the insurance business include federal government
participation in asbestos and other product liability claims, claims related
to acts of terrorism, pension and other employee benefit plan regulation
(ERISA), examination of the taxation of insurers and reinsurers, minimum
levels of liability insurance and automobile safety regulations. Federal
regulation of the health care industry may directly and indirectly impact the
business of insurance.
ITEM 2. PROPERTIES
Chandler USA and its subsidiaries own and occupy four office buildings
with approximately 127,000 square feet of usable space in Chandler, Oklahoma.
Chandler USA's subsidiaries also lease approximately 3,800 square feet in the
aggregate for its branch offices. Chandler USA believes such space is
sufficient for its operations for the foreseeable future.
ITEM 3. LEGAL PROCEEDINGS
CENTRA LITIGATION
Chandler Insurance and certain of its subsidiaries and affiliates have
been involved in litigation with CenTra, Inc. ("CenTra") and certain of its
affiliates, officers and directors (the "CenTra Group") since July 1992. See
Note 9 to Consolidated Financial Statements for a detailed discussion. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - CenTra Litigation."
GOING PRIVATE LITIGATION
On June 5 and 6, 2000, three civil lawsuits were filed against Chandler
Insurance, Chandler USA and all of Chandler Insurance's directors. All three
suits were consolidated into a single proceeding. The suit alleged that the
plans announced on June 1, 2000 to take Chandler Insurance private are
detrimental to certain shareholders of Chandler Insurance that would be
subject to a reverse stock split. Each suit also requested that it be
certified as a class action and that the court enter a temporary restraining
order to prevent completion of the announced plan. The suit also alleged that
all defendants have breached and are breaching fiduciary duties owed to the
plaintiffs and other shareholders. In March 2001, Chandler Insurance
completed the going private transaction. See Note 13 to Consolidated
Financial Statements. On October 5, 2001, the suits were dismissed.
OTHER LITIGATION
Chandler USA and its subsidiaries are not parties to any other material
litigation other than as is routinely encountered in their respective business
activities.
PAGE 15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
quarter ended December 31, 2001.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
All of the common stock of Chandler USA, its sole class of common equity
on the date hereof, is owned by Chandler Barbados, which is a wholly owned
subsidiary of Chandler Insurance. See "Item 1. BUSINESS - Going Private
Transaction - Parent Company." Chandler USA has never paid cash dividends on
its common shares.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data has been derived from the consolidated
financial statements of Chandler USA and its subsidiaries, which appear in
Item 14(a). The consolidated balance sheets of Chandler USA and its
subsidiaries as of December 31, 2000, and the related consolidated statements
of operations, comprehensive income, shareholder's equity and cash flows for
each of the two years in the period ended December 31, 2000 were audited by
Deloitte & Touche LLP, independent auditors, whose independent auditors'
report expressed an unqualified opinion and included an explanatory paragraph
relating to litigation. The consolidated balance sheet of Chandler USA and
its subsidiaries as of December 31, 2001 and the related consolidated
statements of operations, comprehensive income, shareholder's equity and cash
flows for the year ended December 31, 2001 have been audited by Tullius Taylor
Sartain & Sartain LLP, independent auditors, whose independent auditors'
report expresses an unqualified opinion and includes an explanatory paragraph
relating to litigation. The selected financial data should be read in
conjunction with "LEGAL PROCEEDINGS," "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" and the consolidated
financial statements of Chandler USA and the notes thereto appearing in Item
14(a). See Notes to Consolidated Financial Statements for various litigation
and contingency matters.
PAGE 16
ITEM 6. SELECTED FINANCIAL DATA (CONTINUED)
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
1997 1998 1999 2000 2001
---------- ---------- ---------- ---------- ----------
(Dollars in thousands)
OPERATING DATA
Revenues
Direct premiums written and assumed .............. $ 123,088 $ 134,293 $ 169,569 $ 197,196 $ 158,964
========== ========== ========== ========== ==========
Net premiums earned .............................. $ 80,702 $ 52,424 $ 87,098 $ 85,519 $ 69,985
Interest income, net ............................. 6,130 4,904 3,959 4,335 3,700
Interest income, net from related parties......... - - - - 371
Realized investment gains, net ................... 790 1,036 57 144 2,654
Fee for rescinded reinsurance treaties ........... - - 10,000 - -
Commissions, fees and other income ............... 2,345 1,744 1,481 1,409 1,784
---------- ---------- ---------- ---------- ----------
Total revenues ..................................... 89,967 60,108 102,595 91,407 78,494
---------- ---------- ---------- ---------- ----------
Operating expenses
Losses and loss adjustment expenses .............. 48,513 36,050 68,659 64,999 52,550
Policy acquisition costs ......................... 22,819 10,685 21,160 17,155 10,949
General and administrative expenses .............. 11,984 11,277 10,795 12,398 13,775
Interest expense ................................. 442 887 1,496 2,255 2,240
Litigation expenses, net ......................... 923 423 207 71 65
---------- ---------- ---------- ---------- ----------
Total operating expenses ........................... 84,681 59,322 102,317 96,878 79,579
---------- ---------- ---------- ---------- ----------
Income (loss) before income taxes .................. 5,286 786 278 (5,471) (1,085)
Federal income tax benefit (provision) ............. (2,281) (353) (365) 1,476 (18)
---------- ---------- ---------- ---------- ----------
Net income (loss) .................................. $ 3,005 $ 433 $ (87) $ (3,995) $ (1,103)
========== ========== ========== ========== ==========
Combined loss and underwriting expense ratio (1).... 98% 102% 111% 106% 108%
BALANCE SHEET DATA
Cash and investments ............................... $ 107,957 $ 94,947 $ 93,666 $ 104,760 $ 73,378
Amounts due from related parties ................... - - - - 7,880
Total assets ....................................... 202,787 223,351 256,836 273,498 234,809
Unpaid losses and loss adjustment expenses ......... 73,721 80,701 98,460 100,173 84,756
Notes payable ...................................... 2,796 9,410 - - -
Amounts due to related parties ..................... 19,918 12,219 533 717 -
Debentures ......................................... - - 24,000 24,000 24,000
Total liabilities .................................. 154,351 174,090 210,097 228,647 191,067
Shareholder's equity ............................... 48,436 49,261 46,739 44,851 43,742
- ------------------------------------------------------
(1) Interest expense and litigation expenses are not considered underwriting expenses; therefore, such expenses have
been excluded from this ratio. The rescission of two reinsurance treaties during 1999 increased the 1999 combined loss
and underwriting expense ratio by four percentage points. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS."
PAGE 17
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
References to Chandler USA which follow within this Item 7 refer to
Chandler USA and its subsidiaries on a consolidated basis unless otherwise
indicated.
Chandler USA is engaged in various property and casualty insurance
operations through its wholly owned subsidiaries, NAICO and L&W. NAICO writes
various property and casualty insurance products through three separate
marketing programs: standard property and casualty, political subdivisions
and surety bonds (including both bail bonds and construction bonds). The
lines of insurance written by NAICO are commercial coverages consisting of
automobile liability, workers compensation, surety, automobile physical
damage, property, inland marine and other liability lines, which include
general and professional liability lines. L&W represents various personal
and commercial lines insurance companies in marketing property and casualty
insurance. L&W also markets individual and group life, medical and disability
income coverage. L&W places a large portion of its business with NAICO.
Business produced by L&W and placed with NAICO constituted approximately 26%
of NAICO's direct premiums written and assumed in 2001.
Many factors determine the profitability of an insurance company
including regulation and rate competition; the frequency and severity of
claims; the cost, availability and collectibility of reinsurance; interest
rates; inflation; general business conditions; and jury awards, court
decisions and legislation expanding the extent of coverage and the amount of
compensation due for injuries and losses.
CLAIM COSTS AND LOSS RESERVES
Insurance companies provide in their financial statements reserves for
unpaid losses and loss adjustment expenses which are estimates of the expense
of investigation and settlement of all reported and incurred but not reported
losses under their previously issued insurance policies and reinsurance
contracts. In estimating reserves, insurance companies use various
standardized methods based on historical experience and payment and reporting
patterns for the type of risk involved. The application of these methods
necessarily involves subjective determinations by the personnel of the
insurance company. Inherent in the estimates of the ultimate liability for
unpaid claims are expected trends in claim severity, claim frequency and other
factors that may vary as claims are settled. The amount of and uncertainty in
the estimates is affected by such factors as the amount of historical claims
experience relative to the development period for the type of risk, knowledge
of the actual facts and circumstances, and the amount of insurance risk
retained. The ultimate cost of insurance claims can be adversely affected by
increased costs, such as medical expenses, repair expenses, costs of providing
legal defense for policyholders, increased jury awards and court decisions and
legislation that expand insurance coverage after the insurance policy was
priced and sold. Accordingly, the loss and loss adjustment expense reserves
may not accurately predict an insurance company's ultimate liability for
unpaid claims.
NAICO periodically reviews the reserve estimates relating to insurance
business written or assumed by NAICO and the methods used to arrive at such
reserve estimates. NAICO also retains independent professional actuaries who
review such reserve estimates and methods. Any changes in the estimates are
reflected in current operating results. See Notes to Consolidated Financial
Statements.
The loss settlement period on insurance claims for property damage is
relatively short. The more severe losses for bodily injury and workers
compensation claims have a much longer loss settlement period and may be paid
out over several years. It is often necessary to adjust estimates of
liability on a loss either upward or downward between the time a claim arises
and the time of payment. Workers compensation indemnity benefit reserves are
determined based on statutory benefits prescribed by state law and are
estimated based on the same factors generally discussed above which may
include, where state law permits, inflation adjustments for rising benefits
over time. Generally, the more costly automobile liability claims involve one
or more severe bodily injuries or deaths. The ultimate cost of these types of
claims is dependent on various factors including the relative liability of the
parties involved, the number and severity of injuries and the legal
jurisdiction where the incident occurred.
PAGE 18
NAICO does not ordinarily insure against environmental matters as that
term is commonly used. However, in some cases, regulatory filings made on
behalf of an insured can make NAICO directly liable to the regulatory
authority for property damage, which could include environmental pollution.
In those cases, NAICO ordinarily has recourse against the insured or the
surety bond principal for amounts paid. NAICO has insured certain trucking
companies and pest control operators who are required to provide proof of
insurance which in some cases assures payment for cleanup and restoration of
damage resulting from sudden and accidental release or discharge of
contaminants or other substances which may be classified as pollutants. NAICO
also provides surety bonds for construction contractors who use or have
control of such substances and for contractors who remove and dispose of
asbestos as a part of their contractual obligations.
NAICO also insures independent oil and gas producers who may purchase
coverage for the escape of oil, saltwater, or other substances which may be
harmful to persons or property, but may not generally be classified as
pollutants. NAICO maintains claims records which segregate this type of risk
for the purpose of evaluating environmental risk exposure. Based upon the
nature of such lines of business with NAICO's insureds, and current data
regarding the limited severity and infrequency of such matters, it appears
that potential environmental risks are not a significant portion of claim
reserves and therefore would not likely have a material adverse impact, if
any, on the financial condition of Chandler USA.
NAICO's statutory-based reserves (reserves calculated in accordance with
accounting practices prescribed or permitted by an insurer's domiciliary state
insurance regulatory authorities for purposes of financial reporting to
regulators) do not differ from its reserves reported on the basis of GAAP.
NAICO does not discount its reserves for unpaid losses and loss adjustment
expenses. See Notes to Consolidated Financial Statements.
ECONOMIC CONDITIONS
The impact of a recession on Chandler USA would depend on its duration
and severity. A prolonged downturn in the economy could result in decreased
demand for NAICO's insurance products and an increase in uncollectible
premiums and/or reinsurance recoverables. In addition, an economic downturn
could result in an increase in the number of insurance claims if insureds
decrease expenditures that promote safety. Much of NAICO's insurance business
is concentrated in the Southwest and Midwest areas of the United States.
Approximately $143 million, or 90%, of NAICO's direct written premiums in 2001
were in the states of Oklahoma and Texas. An economic downturn in these
states could have a significant adverse impact on Chandler USA. A recession
might also cause defaults on fixed-income securities owned by NAICO. During
2001, the market value of NAICO's available for sale investments increased by
$2.6 million due primarily to lower interest rates experienced during this
time. Management believes it has mitigated the impact of a recession by
employing conservative underwriting practices and strict credit policies and
maintaining a high-quality investment portfolio.
Periods of inflation have varying effects on Chandler USA and its
subsidiaries as well as other companies in the insurance industry. Inflation
contributes to higher claims and related costs and operating costs as well as
higher interest rates which generally provide for potentially higher interest
rates on investable cash flow and decreases in the market value of existing
fixed-income securities. Premium rates and commissions, however, are not
significantly affected by inflation since competitive forces generally control
such rates. NAICO's underwriting philosophy is to forego underwriting risks
from which it is unable to obtain what it believes to be adequate premium
rates.
REGULATION
NAICO is subject to regulation by government agencies in the
jurisdictions in which it does business. The nature and extent of such
regulations vary from jurisdiction to jurisdiction, but typically involve
prior approval of the acquisition of control of an insurance company or of
any company controlling an insurance company, regulation of certain
transactions entered into by an insurance company with any of its affiliates,
approval of premium rates, forms and policies used for many lines of
insurance, standards of solvency and minimum amounts of capital and surplus
which must be maintained, establishment of reserves required to be maintained
for unearned premiums, unpaid losses and loss adjustment expenses or for
other purposes, limitations on types and amounts of investments, restrictions
on the size of risks which may be insured by a single company, licensing of
insurers and agents, deposits of securities for the benefit of policyholders
and the filing of periodic reports with respect to financial condition and
other matters. In addition, regulatory examiners perform periodic examinations
of insurance companies. Such regulation is generally intended for the
protection of policyholders rather than shareholders or creditors.
As an Oklahoma corporation, NAICO and any person controlling NAICO,
directly or indirectly, are subject to the insurance laws of Oklahoma
including laws concerning the change or acquisition of control and payment of
shareholder and policyholder dividends by NAICO.
PAGE 19
In addition to the regulatory oversight of NAICO, Chandler Insurance is
also subject to regulation under the laws of the Cayman Islands and Chandler
USA and all of its affiliates are also subject to regulation under the
Oklahoma Insurance Code. The Oklahoma Insurance Code contains certain
reporting requirements including those requiring Chandler Insurance, as the
ultimate parent company, to file information relating to its capital
structure, ownership and financial condition and general business operations
of its insurance subsidiaries. The Oklahoma Insurance Code contains special
reporting and prior approval requirements with respect to transactions among
affiliates. The Oklahoma Insurance Code also imposes certain requirements
upon any person controlling or seeking to control an insurance company
domiciled in Oklahoma. Control is generally presumed to exist if any person,
directly or indirectly, owns, controls, holds with the power to vote or holds
proxies representing 10% or more of the voting securities of the insurance
company or of any other person or entity controlling the insurance company.
The 10% presumption is not conclusive and control may be found to exist at
less than 10%. Persons owning any securities of Chandler USA or Chandler
Insurance must comply with the Oklahoma Insurance Code. See "BUSINESS -
Regulation."
Insurance companies are also affected by a variety of state and federal
legislative and regulatory measures and judicial decisions that define and
extend the risks and benefits for which insurance is sought and provided.
These include the redefinition of risk exposure in areas such as product
liability, environmental damage and workers compensation. In addition,
individual state insurance departments may prevent premium rates for some
classes of insureds from reflecting the level of risk assumed by the insurer
for those classes. Such developments may adversely affect the profitability
of various lines of insurance. In some cases, these adverse effects on
profitability can be minimized through coverage repricing, if permitted by
applicable regulations, or limitations or cessation of the affected business.
COMPETITION
NAICO operates in a highly competitive industry and faces competition
from domestic and foreign insurers, many of which are larger, have greater
financial, marketing and management resources, have more favorable ratings by
ratings agencies and offer more diversified insurance coverages than NAICO.
A company's capacity to write insurance policies is dependent on a
variety of factors including its net worth or "surplus," the lines of business
written, the types of risk insured and its profitability. Since the late
1980's, the industry has generally had excess underwriting capacity. This
condition resulted in depressed premium rates and expanded policy terms, which
generally occur when excess underwriting capacity exists. NAICO continues to
experience competition, however, NAICO was able to increase its pricing for
most coverages during 2000 and 2001, which has generally been the trend
industry wide. NAICO's underwriting philosophy is to forego underwriting
risks from which it is unable to obtain what it believes to be adequate
premium rates.
PAGE 20
ANALYSIS OF INSURANCE PROGRAM RESULTS OF OPERATIONS
The following tables summarize the net premiums earned and the financial
year (losses incurred and recognized by Chandler USA regardless of the year in
which the claim occurred) and accident year (losses incurred by Chandler USA
for a particular year regardless of the period in which Chandler USA
recognizes the costs) loss ratios (computed by dividing losses and loss
adjustment expenses by net premiums earned) in each of the years presented.
The first table is summarized by major insurance program and includes all
lines of insurance written in each program. The second table is summarized by
line of insurance written and includes all net premiums earned and net losses
and loss adjustment expenses incurred from all insurance programs for that
particular line:
YEAR ENDED DECEMBER 31,
-----------------------------------------
1999 2000 2001
----------- ----------- -----------
(Dollars in thousands)
INSURANCE PROGRAMS
- -----------------------------------------------
STANDARD PROPERTY AND CASUALTY
Net premiums earned ...................... $ 56,673 $ 62,823 $ 53,130
Financial year loss ratio ................ 81.3% 76.6% 71.0%
Accident year loss ratio ................. 88.2% 72.2% 56.4%
POLITICAL SUBDIVISIONS
Net premiums earned ...................... $ 14,320 $ 12,826 $ 12,534
Financial year loss ratio ................ 102.9% 80.6% 91.1%
Accident year loss ratio ................. 101.7% 89.5% 62.2%
SURETY BONDS
Net premiums earned ...................... $ 7,835 $ 6,467 $ 4,125
Financial year loss ratio ................ 4.0% 35.1% 56.7%
Accident year loss ratio ................. 13.8% 12.7% 46.5%
GROUP ACCIDENT AND HEALTH (1)
Net premiums earned ...................... $ 8,195 $ 3,190 $ 319
Financial year loss ratio ................ 104.7% 159.3% 274.8%
Accident year loss ratio ................. 107.8% 118.0% -%
OTHER
Net premiums earned ...................... $ 75 $ 213 $ (123)
Financial year loss ratio ................ (1,398.7)% (389.3)% (166.4)%
Accident year loss ratio ................. 105.5% 76.3% (160.1)%
TOTAL
Net premiums earned ...................... $ 87,098 $ 85,519 $ 69,985
Financial year loss ratio ................ 78.8% 76.0% 75.1%
Accident year loss ratio ................. 85.6% 72.0% 57.0%
- -----------------------------------------------
(1) The group accident and health program was discontinued during 2000.
PAGE 21
YEAR ENDED DECEMBER 31,
-----------------------------------------
1999 2000 2001
----------- ----------- -----------
(Dollars in thousands)
LINES OF INSURANCE
- -----------------------------------------------
OTHER LIABILITY
Net premiums earned ...................... $ 15,785 $ 20,992 $ 17,470
Financial year loss ratio ................ 70.0% 55.6% 57.4%
Accident year loss ratio ................. 64.7% 44.6% 44.4%
WORKERS COMPENSATION
Net premiums earned ...................... $ 29,244 $ 21,161 $ 16,449
Financial year loss ratio ................ 76.8% 70.4% 105.4%
Accident year loss ratio ................. 93.6% 76.1% 65.7%
AUTOMOBILE LIABILITY
Net premiums earned ...................... $ 15,027 $ 17,517 $ 13,386
Financial year loss ratio ................ 78.2% 78.1% 70.0%
Accident year loss ratio ................. 82.6% 72.6% 66.1%
AUTOMOBILE PHYSICAL DAMAGE
Net premiums earned ...................... $ 7,039 $ 11,434 $ 12,174
Financial year loss ratio ................ 104.0% 85.5% 52.0%
Accident year loss ratio ................. 103.2% 91.3% 47.1%
PROPERTY
Net premiums earned ...................... $ 2,972 $ 3,377 $ 4,806
Financial year loss ratio ................ 202.7% 179.5% 92.8%
Accident year loss ratio ................. 210.3% 187.9% 72.9%
SURETY
Net premiums earned ...................... $ 8,061 $ 6,760 $ 4,125
Financial year loss ratio ................ 5.7% 33.4% 56.7%
Accident year loss ratio ................. 13.7% 13.1% 46.5%
INLAND MARINE
Net premiums earned ...................... $ 775 $ 1,088 $ 1,256
Financial year loss ratio ................ 138.1% 141.9% 143.0%
Accident year loss ratio ................. 137.5% 179.2% 103.5%
ACCIDENT AND HEALTH
Net premiums earned ...................... $ 8,195 $ 3,190 $ 319
Financial year loss ratio ................ 103.9% 160.9% 281.2%
Accident year loss ratio ................. 107.8% 118.0% -%
TOTAL
Net premiums earned ...................... $ 87,098 $ 85,519 $ 69,985
Financial year loss ratio ................ 78.8% 76.0% 75.1%
Accident year loss ratio ................. 85.6% 72.0% 57.0%
See "Premiums Earned" and "Losses and Loss Adjustment Expenses".
PAGE 22
PREMIUMS EARNED
The following tables set forth premiums earned on a gross basis (before
reductions for premiums ceded to reinsurers) and on a net basis (after such
reductions) for each insurance program as well as each line of insurance as of
December 31 for each year presented:
INSURANCE PROGRAMS GROSS PREMIUMS EARNED NET PREMIUMS EARNED
- ---------------------------------- ----------------------------- -----------------------------
1999 2000 2001 1999 2000 2001
--------- --------- --------- --------- --------- ---------
(In thousands)
Standard property and casualty..... $ 99,512 $139,051 $128,554 $ 56,673 $ 62,823 $ 53,130
Political subdivisions ............ 29,994 34,353 34,178 14,320 12,826 12,534
Surety bonds ...................... 13,660 13,691 8,796 7,835 6,467 4,125
Group accident and health ......... 9,098 3,394 342 8,195 3,190 319
Other ............................. 183 278 (271) 75 213 (123)
--------- --------- --------- --------- --------- ---------
TOTAL ............................. $152,447 $190,767 $171,599 $ 87,098 $ 85,519 $ 69,985
========= ========= ========= ========= ========= =========
LINES OF INSURANCE GROSS PREMIUMS EARNED NET PREMIUMS EARNED
- ---------------------------------- ----------------------------- -----------------------------
1999 2000 2001 1999 2000 2001
--------- --------- --------- --------- --------- ---------
(In thousands)
Other liability .................. $ 26,260 $ 37,543 $ 36,166 $ 15,785 $ 20,992 $ 17,470
Workers compensation.............. 51,106 61,888 57,585 29,244 21,161 16,449
Automobile liability.............. 22,701 31,427 27,237 15,027 17,517 13,386
Automobile physical damage........ 8,081 13,224 13,516 7,039 11,434 12,174
Property.......................... 17,196 22,682 22,377 2,972 3,377 4,806
Surety............................ 13,886 13,983 8,796 8,061 6,760 4,125
Inland marine..................... 4,119 6,626 5,580 775 1,088 1,256
Accident and health............... 9,098 3,394 342 8,195 3,190 319
--------- --------- --------- --------- --------- ---------
TOTAL............................. $152,447 $190,767 $171,599 $ 87,098 $ 85,519 $ 69,985
========= ========= ========= ========= ========= =========
Gross premiums earned increased 21% and 25% in 1999 and 2000,
respectively. The increases in 1999 and 2000 were primarily attributable to
increases in premium production in Texas and Oklahoma, and to increases in
premium rates during 2000. Gross premiums earned decreased 10% in 2001
despite increases in premium rates as NAICO focused on improving underwriting
profitability in its core programs and discontinued certain classes of
business. Net premiums earned increased 66% in 1999, decreased 2% in 2000 and
decreased 18% in 2001. The rescission of two reinsurance treaties increased
net premiums earned in 1999 by $19.6 million. During 2000, NAICO purchased
additional reinsurance for its workers compensation and casualty lines of
business which reduced NAICO's net retention for these lines of business and
also reduced net premiums earned. Effective October 1, 2000, NAICO purchased
quota share reinsurance which reduced NAICO's net retention for its casualty
and workers compensation lines of business. The purchase of the quota share
reinsurance reduced net premiums earned by $3.2 million and $11.3 million in
2000 and 2001, respectively.
Gross premiums earned in the standard property and casualty program
increased 30% and 40% in 1999 and 2000, respectively. The increases in 1999
and 2000 were primarily attributable to increases in premium production in
Texas and Oklahoma, and to increases in premium rates during 2000. Gross
premiums earned decreased 8% in 2001 due primarily to discontinuing certain
accounts and classes of business where rates were not believed to be
adequate. Increases in premium rates partially offset the decrease in premium
production. Net premiums earned increased 94% in 1999, increased 11% in 2000
and decreased 15% in 2001. The rescission of the reinsurance treaties
increased net premiums earned in 1999 by $17.3 million in this program. The
purchase of the quota share reinsurance reduced net premiums earned by $2.7
million and $9.5 million in this program in 2000 and 2001, respectively.
Gross premiums earned in the political subdivisions program increased 20%
and 15% in 1999 and 2000, respectively, and decreased 1% in 2001. The
increases in 1999 and 2000 were due primarily to expansion of the school
districts portion of the program in Texas and Missouri during 1998 and 1999,
and to rate increases in the school districts portion of the program during
2000. Net premiums earned increased 37% in 1999, decreased 10% in 2000 and
decreased 2% in 2001. The rescission of the reinsurance treaties increased
net premiums earned in 1999 by $2.3 million in this program. The purchase of
the quota share reinsurance reduced net premiums earned by $504,000 and $1.8
million in this program in 2000 and 2001, respectively.
PAGE 23
Gross premiums earned in the surety bond program increased 15% in 1999,
increased less than 1% in 2000 and decreased 36% in 2001. The decrease in
2001 was due primarily to decreased written premium production in California,
Louisiana and Wisconsin. Net premiums earned in the surety bond program
increased 5% in 1999, decreased 17% in 2000 and decreased 36% in 2001. NAICO
experienced a significant increase in the cost of reinsurance for its
construction surety bond program during 2000 and 2001 due to an increase in
losses in the program.
Gross premiums earned in the group accident and health program increased
50% in 1999, decreased 63% in 2000 and decreased 90% in 2001. Net premiums
earned increased 78% in 1999, decreased 61% in 2000 and decreased 90% in 2001.
NAICO discontinued this program during 2000 due to poor underwriting results.
Other programs in the preceding table include premiums from the runoff of
various programs which are no longer offered by NAICO and from NAICO's
participation in various mandatory pools covering workers compensation for
insureds that were unable to purchase this coverage from an insurance company
on a voluntary basis, and direct assignments to write workers compensation for
such insureds in certain states in lieu of participating in related pools.
NET INTEREST INCOME AND NET REALIZED INVESTMENT GAINS
At December 31, 2001, Chandler USA's investment portfolio consisted
primarily of fixed income U.S. Government and high-quality corporate bonds,
with approximately 6% invested in cash and money market instruments. Income
generated from this portfolio is largely dependent upon prevailing levels of
interest rates. Chandler USA's portfolio contains no non-investment grade
bonds or real estate investments. Chandler USA also receives interest income
from Chandler Barbados on intercompany loans.
Net interest income, excluding interest income from Chandler Barbados,
decreased 19% in 1999, increased 9% in 2000 and decreased 15% in 2001. The
decrease in net interest income in 1999 was due primarily to a reduction in
invested assets due to the purchase of additional reinsurance. The increase
in 2000 was due primarily to an increase in average invested assets and an
increase in the average net yield on the portfolio. The decrease in 2001 was
due primarily to lower interest rates in 2001 and a reduction in invested
assets due primarily to the decrease in written premiums. During 2001,
Chandler USA's interest income from Chandler Barbados was $371,000 due
primarily to an intercompany loan to provide financing for the going private
transaction. Chandler USA did not have any interest income from Chandler
Barbados during 1999 or 2000. See Liquidity and Capital Resources.
Net realized investment gains were $57,000, $144,000 and $2,654,000 in
1999, 2000 and 2001, respectively. The net realized investment gains in 2001
resulted primarily from sales of fixed maturity investments available for
sale to provide cash for operating activities due to the decrease in written
premiums.
The average net yield on the portfolio, including net realized investment
gains, was 4.3%, 4.5% and 7.7% in 1999, 2000 and 2001, respectively. The
average net yield on the portfolio, excluding net realized investment gains,
was 4.2%, 4.4% and 4.5% for 1999, 2000 and 2001, respectively. Chandler USA
excludes interest income from related parties when calculating its average net
yield on the portfolio. Chandler USA's average net yield has been reduced by
investment expenses to subsidize a premium finance program for certain
insureds of NAICO. While such expenses reduce Chandler USA's average net
yield, the premium finance program enhances cash flow by providing cash which
is available for investment earlier than conventional deferred payment plans.
Based on information provided by the premium finance company, the outstanding
balance of premiums financed at December 31, 2001 was approximately $13
million. The average yield on the portfolio before deducting investment
expenses was 5.6%, 6.1% and 6.0% in 1999, 2000 and 2001, respectively,
excluding capital gains.
FEE FOR RESCINDED REINSURANCE TREATIES
During the fourth quarter of 1999, NAICO and Reliance rescinded two
reinsurance treaties which covered a portion of its workers compensation
business and which had been in effect since January 1, 1999. The reinsurer
returned the reinsurance premiums that had been paid by NAICO during 1999,
less losses and ceding commissions that had been paid by the reinsurer, and
NAICO reassumed certain losses as a result of the rescission. The reinsurer
also paid NAICO a fee of $10.0 million as additional compensation for
rescinding the treaties.
COMMISSIONS, FEES AND OTHER INCOME
Commissions, fees and other income decreased 15% and 5% in 1999 and
2000, respectively, and increased 27% in 2001. The increase in 2001 was due
to increased commission income in L&W due to increased premium production and
increased commissions from higher premium rates. The majority of Chandler
USA's income from commissions, fees and other income is from L&W. A large
portion of the brokerage commissions and fees for L&W is incurred by NAICO
and thus eliminated in the consolidation of Chandler USA's subsidiaries.
PAGE 24
LOSSES AND LOSS ADJUSTMENT EXPENSES
Chandler USA estimates losses and loss adjustment expenses based on
historical experience and payment and reporting patterns for the type of risk
involved. These estimates are based on data available at the time of the
estimate and are periodically reviewed by independent professional actuaries.
See "Business - Reserves."
The percentage of losses and loss adjustment expenses to net premiums
earned ("loss ratio") was 78.8%, 76.0% and 75.1% in 1999, 2000 and 2001,
respectively. The rescission of the reinsurance treaties increased losses and
loss adjustment expenses in 1999 by $17.0 million. Excluding the effect of
the reinsurance rescission, the loss ratio was 76.6% in 1999. Weather-related
losses (net of applicable reinsurance) from wind and hail were $4.3 million,
$2.9 million and $2.0 million in 1999, 2000 and 2001, respectively, and
increased the respective loss ratios by 6.4, 3.4 and 2.9 percentage points
(excluding the effect of the reinsurance rescission in 1999). The 1999 year
included $1.8 million in weather-related losses which resulted from the
tornadoes, strong winds and hail that caused significant damage in Oklahoma on
May 3, 1999. The decrease in weather-related losses in 2000 was largely
offset by adverse loss experience in the group accident and health program and
higher than normal losses in NAICO's surety bond program. During 2001, NAICO
experienced a further decline in weather-related losses, and increases in
premium rates resulted in improved loss ratios for its standard property and
casualty and political subdivisions programs for the 2001 accident year.
However, these improvements were offset by adverse loss development
experienced during 2001 related to prior accident years totaling $12.7
million. This adverse loss development was due primarily to increased loss
severity in the standard property and casualty and political subdivisions
programs. A substantial part of this loss development was for workers
compensation losses in the 1999 accident year. NAICO's net retention for
workers compensation losses increased substantially in 1999 due to the
rescission of certain reinsurance treaties covering this line of business.
Also contributing to the adverse loss development were provisions for
potentially uncollectible reinsurance and deductibles of approximately $1.2
million during 2001, an increase in losses in the surety bond program and
approximately $878,000 in losses for the runoff of the discontinued group
accident and health program.
At this time, NAICO has not received any claims related to the September
11, 2001 terrorist attacks on the World Trade Center and does not believe that
it has any significant exposure to these and related losses. While several of
NAICO's reinsurers did experience significant losses related to these attacks,
it currently does not appear that these losses will impair the reinsurers'
ability to pay claims.
POLICY ACQUISITION COSTS
Policy acquisition costs consist of costs associated with the acquisition
of new and renewal business and generally include direct costs such as premium
taxes, commissions to agents and ceding companies and premium-related
assessments and indirect costs such as salaries and expenses of personnel who
perform and support underwriting activities. NAICO also receives ceding
commissions from reinsurers who assume premiums from NAICO under certain
reinsurance contracts and the ceding commissions are accounted for as a
reduction of policy acquisition costs. Direct policy acquisition costs and
ceding commissions are deferred and amortized over the terms of the policies.
When the sum of the anticipated losses, loss adjustment expenses and
unamortized policy acquisition costs exceeds the related unearned premiums,
including anticipated investment income, a provision for the indicated
deficiency is recorded.
The following table sets forth Chandler USA's policy acquisition costs
for each of the three years ended December 31, 1999, 2000 and 2001:
YEAR ENDED DECEMBER 31,
-----------------------------------
1999 2000 2001
---------- ---------- -----------
(In thousands)
Commissions expense......................... $ 20,532 $ 22,780 $ 18,180
Other premium related assessments .......... 1,214 989 463
Premium taxes .............................. 3,179 4,487 4,276
Excise taxes ............................... 236 351 234
Dividends to policyholders ................. 324 190 143
Other expense .............................. 205 176 295
---------- ---------- -----------
Total direct expenses ...................... 25,690 28,973 23,591
Indirect underwriting expenses ............. 16,354 17,483 14,240
Commissions received from reinsurers ....... (17,670) (32,447) (27,325)
Adjustment for deferred acquisition costs .. (3,214) 3,146 443
---------- ---------- -----------
Net policy acquisition costs ............... $ 21,160 $ 17,155 $ 10,949
========== ========== ===========
PAGE 25
Total gross direct and indirect expenses as a percentage of direct
written and assumed premiums were 24.8%, 23.6% and 23.8% in 1999, 2000 and
2001, respectively. For these periods, commission expense as a percentage of
gross written and assumed premiums was 12.1%, 11.6% and 11.4%. Indirect
underwriting expenses were 9.6%, 8.9% and 9.0% of total direct written and
assumed premiums in 1999, 2000 and 2001, respectively. Indirect expenses
include general overhead and administrative costs associated with the
acquisition of new and renewal business, some of which is relatively fixed in
nature, thus, the percentage of such expenses to direct written and assumed
premiums will vary depending on Chandler USA's overall premium volume.
Premium taxes increased $1.3 million in 2000 due to the increase in written
premiums and to a refund of $392,000 which was received in 1999 for premium
taxes paid in a prior year. Expenses associated with guaranty fund
assessments, net of applicable premium tax credits, were approximately
$63,000, $252,000 and $489,000 in 1999, 2000 and 2001, respectively, and are
included in premium taxes. NAICO may receive additional guaranty fund
assessments in the future related to Reliance or other insolvent insurance
companies. At this time, NAICO is unable to estimate the amount of such
assessments.
Commissions received from reinsurers was reduced by $9.7 million during
1999 due to the rescission of the reinsurance treaties discussed previously.
Net policy acquisition costs increased $7.0 million in 1999 due to the
rescission of the reinsurance treaties, net of the adjustment for deferred
acquisition costs. Ceding commissions included $3.4 million and $4.6 million
in 2000 and 2001, respectively, for the purchase of the quota share
reinsurance in the fourth quarter of 2000. Net policy acquisition costs
decreased $1.5 million and $4.9 million in 2000 and 2001, respectively, due to
the purchase of the quota share reinsurance, net of the adjustment for
deferred acquisition costs.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses were 7.0%, 6.5% and 7.9% of gross
premiums earned and commissions, fees and other income (excluding the fee
related to the rescission of the reinsurance treaties) in 1999, 2000 and 2001,
respectively. General and administrative expenses have historically not
varied in direct proportion to Chandler USA's revenues. A portion of such
expenses is allocated to policy acquisition costs (indirect underwriting
expenses) and loss and loss adjustment expenses based on various factors,
including employee counts, salaries, occupancy and specific identification.
Because certain types of expenses are fixed in nature, the percentage of such
expenses to revenues will vary depending on Chandler USA's revenues.
INTEREST EXPENSE
Interest expense increased 69% and 51% and decreased 1% in 1999, 2000 and
2001, respectively. The increases in 1999 and 2000 were due primarily to
interest expense on the $24 million debenture offering which was completed on
July 16, 1999 by Chandler USA. See "Liquidity and Capital Resources."
LITIGATION EXPENSES
Litigation expenses reflect expenses related to the ongoing legal
proceedings involving the CenTra Group and related litigation with Chandler
Insurance's director and officer liability insurer (the "D&O Insurer").
Litigation expenses were $207,000, $71,000 and $65,000 in 1999, 2000 and
2001, respectively. Increased or renewed activity could result in greater
litigation expenses in the future. See "CenTra Litigation" and Note 9 to
Consolidated Financial Statements.
NET LOSS
As a result of the factors described above, Chandler USA reported a net
loss of $87,000, $4.0 million and $1.1 million in 1999, 2000 and 2001,
respectively.
The rescission of the reinsurance treaties resulted in a net after tax
gain of $3.8 million during 1999. The rescission of the reinsurance treaties
increased net premiums earned by $19.6 million in the fourth quarter of 1999.
The rescission also increased losses and loss adjustment expenses by
$17.0 million, and increased expenses for policy acquisition costs by
$7.0 million. NAICO received a fee of $10.0 million as additional
compensation for entering into the rescission. The provision for federal
income taxes increased by $1.9 million in 1999 due to the rescission of the
reinsurance treaties.
LIQUIDITY AND CAPITAL RESOURCES
Chandler USA is a holding company receiving cash principally through
borrowings, subsidiary dividends and other payments, subject to various
regulatory restrictions described in "Regulation" and the Notes to
Consolidated Financial Statements. The capacity of insurance companies to
write insurance is based on maintaining liquidity and capital resources
sufficient to pay claims and expenses as they become due. The primary sources
of liquidity for Chandler USA's subsidiaries are funds generated from
insurance premiums, investment income, capital contributions from Chandler
USA and proceeds from sales and maturities of portfolio investments. The
principal expenditures are payment of losses and loss adjustment expenses,
insurance operating expenses and commissions.
PAGE 26
NAICO maintains a liquid operating position and follows investment
guidelines that are intended to provide for an acceptable return on investment
while preserving capital, maintaining sufficient liquidity to meet obligations
and keeping a sufficient margin of capital and surplus to ensure unimpaired
ability to write insurance.
NAICO purchases fixed-maturity investments to support its investment
strategies which are developed based on many factors including rate of return,
maturity, credit risk, tax considerations, regulatory requirements and its
mix of business. At the time of purchase, investments in debt securities that
NAICO has the positive intent and ability to hold to maturity are classified
as held to maturity and reported at amortized cost; all other debt securities
are reported at fair value. Investments classified as trading are actively
and frequently bought and sold with the objective of generating income on
short-term differences in price. Realized and unrealized gains and losses on
securities classified as trading account assets are recognized in current
operations. NAICO has not classified any investments as trading account
assets. Securities not classified as held to maturity or trading are
classified as available for sale, with the related unrealized gains and losses
excluded from earnings and reported net of deferred income tax as a separate
component of other comprehensive income until realized.
During 1999 and 2000, Chandler USA provided $5.2 million and $10.7
million, respectively, in cash from operations. During 2001, Chandler USA
used $27.8 million in cash from operations due primarily to decreases in
unpaid losses and loss adjustment expenses, unearned premiums and premiums
payable that resulted from the decrease in written premiums in 2001.
Cash flows from investing activities were primarily the result of normal
purchases and sales of investment securities. Net realized investment gains
before income taxes were $57,000, $144,000 and $2,654,000 during 1999, 2000
and 2001, respectively, from the sale of investments. NAICO received proceeds
of $4.2 million, $14.2 million and $73.1 million during 1999, 2000 and 2001,
respectively, from the sale of available for sale fixed-income securities
prior to their maturity. The proceeds and related net realized investment
gains in 2001 provided cash for operating activities due to the decrease in
written premiums. The average maturity of NAICO's investments was 4.6 years
and 3.3 years at December 31, 2000 and 2001, respectively. Cash flows from
investing activities also included $3.8 million from a sale and leaseback
transaction for certain equipment owned by Chandler USA during 2001. The sale
and leaseback transaction resulted in a reduction of property and equipment
of $1.8 million and a deferred gain of $2.0 million which is included in
accrued taxes and other payables. Chandler USA has the option to repurchase
the equipment at the end of the lease for approximately $3.0 million. See
Note 10 to Consolidated Financial Statements.
NAICO is required to deposit securities with regulatory agencies in
several states in which it is licensed as a condition of conducting operations
in the state. At December 31, 2001, the total amount of cash and investments
restricted as a result of these arrangements was $6.0 million.
Cash flows from financing activities are affected by the level of
activity related to transactions with affiliates and bank borrowings. In
February 1998, Chandler USA entered into a five-year loan agreement with a
bank having a principal amount of $2.3 million. In March 1998, Chandler USA
borrowed an additional $6.2 million under an existing loan agreement with a
bank. In July 1999, both bank notes were repaid from the proceeds of the
debenture offering.
On July 16, 1999, Chandler USA completed a public offering of $24 million
principal amount of senior debentures with a maturity date of July 16, 2014.
The debentures were priced at $1,000 each with an interest rate of 8.75% and
are redeemable by Chandler USA on or after July 16, 2009 without penalty or
premium. The proceeds to Chandler USA before expenses but after the
underwriter's discount were $23.16 million. The proceeds of the offering were
used to repay existing bank debt, to repay amounts owed by Chandler USA to its
parent Chandler Barbados, and for general corporate purposes.
On March 5, 2001, shareholders of Chandler USA's indirect parent,
Chandler Insurance, approved a going private transaction. Chandler Insurance
financed the going private transaction through (i) a $2.4 million sale of
Chandler Insurance Class A Common Shares to Messrs. LaGere and Paden, (ii) a
$10.7 million intercompany loan from Chandler Barbados, and (iii) proceeds of
approximately $735,000 from the exercise of outstanding Chandler Insurance
options. Chandler USA loaned approximately $10.7 million to Chandler
Barbados. Chandler USA's intercompany loan to Chandler Barbados was financed
by a $3.8 million sale and leaseback transaction for certain equipment owned
by Chandler USA and a $7.0 million dividend declared and paid by NAICO.
During 2001, Chandler USA and Chandler Barbados entered into an
Intercompany Credit Agreement (the "Credit Agreement") covering intercompany
loans between the parties. The Credit Agreement requires interest to be paid
at the prime interest rate published in The Wall Street Journal each month,
and balances owed by either party are payable at any time upon demand. At
December 31, 2001, Chandler Barbados owed approximately $7.9 million to
Chandler USA, and Chandler USA earned $371,000 in interest income from
Chandler Barbados during 2001.
PAGE 27
Reliance reinsured NAICO for certain workers compensation risks during
1998 and 1999. During the fourth quarter of 1999, NAICO and Reliance
rescinded two reinsurance treaties which had been in effect since January
1, 1999. NAICO received a return of ceded premiums and reassumed certain
losses as a result of the rescission. At December 31, 2001, NAICO had
reinsurance recoverables from Reliance for paid and unpaid losses relating
to the 1998 treaties of approximately $2.2 million. During October 2001, the
Commonwealth of Pennsylvania placed Reliance in liquidation. At this time,
NAICO is unable to determine the amount of its reinsurance recoverables from
Reliance that will ultimately be collected.
Reinsurance contracts do not relieve an insurer from its obligation to
policyholders. Failure of reinsurers to honor their obligations could result
in losses to Chandler USA; consequently, adjustments to ceded losses and loss
adjustment expenses are made for amounts deemed uncollectible. NAICO did not
incur any charges for uncollectible reinsurance recoverables from reinsurers
in 1999 or 2000. During 2001, NAICO incurred charges of $454,000 in
adjustments to ceded losses and loss adjustment expenses for amounts deemed
uncollectible, and has reduced the carrying value of such amounts by
approximately $1.1 million as of December 31, 2001.
CENTRA LITIGATION
In 1992, Chandler Insurance and certain of its subsidiaries and
affiliates became involved in certain legal proceedings beyond the ordinary
course of business. See Note 9 to Consolidated Financial Statements for a
detailed discussion of the CenTra litigation.
During the CenTra litigation, a Nebraska Federal Court had previously
ordered CenTra to divest all shares of Chandler Insurance stock owned or
controlled by it or its affiliates. In December 1999, Chandler Insurance
acquired 1,989,200 shares of its own stock in exchange for payment of
$15,204,758 to the CenTra Group and affiliates. During November 2000,
Chandler Insurance acquired the remaining 1,142,625 of its common shares in
exchange for payment of $6,882,500 to the CenTra Group and affiliates pursuant
to a ruling of the U.S. District Court for the Western District of Oklahoma
(the "Oklahoma Court") in April 1997, which was upheld by the 10th Circuit
Court of Appeals in September 2000. The Nebraska Federal Court determined
the method of divestiture of these shares and gave effect to the Oklahoma
Court judgment ordering the repurchase of the shares which resulted in the
above payments.
Following the execution of the judgment of the Nebraska Federal Court,
the CenTra Group filed pleadings in the Oklahoma Court claiming entitlement
to post-judgment interest on the amounts Chandler Insurance was ordered to pay
in exchange for the transfer of the shares. CenTra claims that it is entitled
to post-judgment interest amounting to approximately $2.5 million. Chandler
Insurance vigorously opposes this claim and the issue is now pending before
the Oklahoma Court. The Oklahoma Court has asked for briefs and may hear
argument but has not scheduled a date for decision of these issues.
During February 2002, the Oklahoma Court ruled in favor of NAICO, an
affiliate and certain officers and directors of NAICO on claims made by CenTra
affiliates based upon alleged wrongful cancellation of certain insurance
policies by NAICO and NAICO Indemnity (Cayman), Ltd., a wholly owned
subsidiary of Chandler Insurance. The CenTra affiliates have not yet
indicated whether they will appeal the decision by the Oklahoma Court.
In the CenTra litigation, certain officers and directors of Chandler USA
and Chandler Insurance were named as defendants. In accordance with its
Articles of Association, Chandler Insurance and its subsidiaries have
advanced the litigation expenses of these persons in exchange for
undertakings to repay such expenses if those persons are later determined to
have breached the standard of conduct provided in the Articles of Association.
These expenses together with certain other expenses may be recovered from
Chandler Insurance's D&O Insurer. As a result of various events in 1995, 1996
and 1997, Chandler Barbados and Chandler USA recorded estimated recoveries of
costs from its D&O Insurer totaling $3,456,000 and $1,044,000, respectively,
for reimbursable amounts previously paid that relate to allowable defense and
litigation costs for such parties. Chandler Barbados and Chandler USA
received payment for a 1995 claim during 1996 in the amount of $636,000 and
$159,000, respectively. The balance of $2,820,000 and $885,000 is included in
other assets in Chandler Barbados' and Chandler USA's respective balance
sheets. Chandler Insurance and its subsidiaries contend they are entitled to
a total of $5 million under the applicable insurance policy to the extent they
have advanced reimbursable expenses. The D&O Insurer contends that certain
policy provisions exclude coverage for these claims. On August 22, 2001,
Chandler Insurance and its subsidiaries, including Chandler USA, filed an
action in the State District Court in Oklahoma City, Oklahoma ("Oklahoma State
Court") alleging that the director and officer liability insurance policies
should be rescinded and seeking repayment of more than $5 million in premiums
they previously paid. Chandler Insurance and its subsidiaries are currently
involved in litigation with the insurer for payment of the policy balance or
rescission and repayment of premiums previously paid. The litigation is
pending in the Oklahoma State Court and in Federal Court in Michigan. These
separate cases are still in the early pleading stages and Chandler USA cannot
predict the date of resolution or the outcome of these cases. Chandler
Insurance and its subsidiaries may or may not recover the remaining policy
limits or the previously paid premiums and could incur significant costs in
resolving this matter.
PAGE 28
While Chandler USA believes that it is likely that Chandler Insurance and
its subsidiaries, including Chandler USA, will ultimately prevail as to all
material claims asserted in the CenTra litigation, should the CenTra
litigation be decided adversely to either Chandler USA or NAICO, such event
could have a material adverse effect on Chandler USA, and impair the ability
of NAICO to pay dividends or other payments to Chandler USA.
NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities. It requires that Chandler USA recognize all derivatives as either
assets or liabilities in the statement of financial condition and measure
those instruments at fair value. The accounting for changes in the fair value
of a derivative depends on the intended use of the derivative and the
resulting designation. Chandler USA adopted SFAS No. 133 effective January
1, 2001. The adoption of SFAS No. 133 did not have a material impact on
Chandler USA's consolidated financial condition, results of operations or cash
flows since Chandler USA has no derivative instruments.
In June 2001, the FASB issued SFAS No. 141, BUSINESS COMBINATIONS, which
supercedes Accounting Principles Board ("APB") Opinion No. 16, BUSINESS
COMBINATIONS. The most significant changes made by SFAS No. 141 are requiring
the purchase method of accounting for all business combinations initiated
after June 30, 2001, establishing specific criteria for the recognition of
intangible assets separately from goodwill, and requiring that unallocated
negative goodwill be written off immediately as an extraordinary gain. The
provisions of SFAS No. 141 apply to all business combinations initiated after
June 30, 2001, and to all business combinations accounted for using the
purchase method for which the date of acquisition is July 1, 2001 or later.
The adoption of SFAS No. 141 did not have a material impact on Chandler USA's
consolidated financial condition, results of operations or cash flows since
Chandler USA has not entered into a business combination subsequent to June
30, 2001.
ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED
In June 2001, the FASB issued SFAS No. 142, GOODWILL AND OTHER INTANGIBLE
ASSETS, and SFAS No. 143, ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS.
SFAS No. 142 supercedes APB Opinion No. 17, INTANGIBLE ASSETS, and
primarily addresses accounting for goodwill and intangible assets subsequent
to acquisition. Under SFAS No. 142, goodwill and separately identified
intangible assets with indefinite lives will no longer be amortized but
reviewed annually (or more frequently if impairment indicators arise) for
impairment. Separately identified intangible assets not deemed to have
indefinite lives will continue to be amortized over their useful lives. SFAS
No. 142 applies to all goodwill and intangible assets acquired after June
30, 2001. For goodwill and intangible assets acquired prior to July 1, 2001,
Chandler USA is required to adopt SFAS No. 142 effective January 1, 2002.
Chandler USA is currently evaluating the impact of SFAS No. 142 on its
consolidated financial statements.
SFAS No. 143 requires that entities record as a liability obligations
associated with the retirement of a tangible long-lived asset when such
obligations are incurred, and capitalize the cost by increasing the carrying
amount of the related long-lived asset. SFAS No. 143 will be effective for
fiscal years beginning after June 15, 2002, however, earlier application is
encouraged. Chandler USA, which will adopt SFAS No. 143 on January 1, 2002,
does not expect a material impact from the adoption of SFAS No. 143 on its
consolidated financial statements.
In August 2001, the FASB issued SFAS No. 144, ACCOUNTING FOR THE
IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. SFAS No. 144 supercedes SFAS
No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED
ASSETS TO BE DISPOSED OF, and APB Opinion No. 30, REPORTING THE RESULTS OF
OPERATIONS - REPORTING THE EFFECTS OF DISPOSAL OF A SEGMENT OF A BUSINESS, AND
EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING EVENTS AND TRANSACTIONS.
SFAS No. 144 establishes an accounting model based on SFAS No. 121 for
long-lived assets to be disposed of by sale, previously accounted for under
APB Opinion No. 30. This Statement is effective for fiscal years beginning
after December 15, 2001. Chandler USA, which will adopt SFAS No. 144 on
January 1, 2002, does not expect a material impact from the adoption of SFAS
No. 144 on its consolidated financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Chandler USA's consolidated balance sheets include a certain amount of
assets and liabilities whose fair values are subject to market risk. Due to
Chandler USA's significant investment in fixed-maturity investments, interest
rate risk represents the largest market risk factor affecting Chandler USA's
consolidated financial position. Increases and decreases in prevailing
interest rates generally translate into decreases and increases in fair
values of those instruments. Additionally, fair values of interest rate
sensitive instruments may be affected by the credit worthiness of the issuer,
prepayment options, relative values of alternative investments, liquidity of
the instrument and other general market conditions.
PAGE 29
As of December 31, 2001, substantially all of the investments of NAICO
were in fixed-maturity investments (rated Aa3 or A- or better by Moody's
Investors Service, Inc. or Standard & Poor's, respectively), interest-bearing
money market accounts and a collateralized repurchase agreement. NAICO does
not hold any investments classified as trading account assets or derivative
financial instruments.
The table below summarizes the estimated effects of hypothetical
increases and decreases in interest rates on NAICO's fixed-maturity investment
portfolio. It is assumed that the changes occur immediately and uniformly,
with no effect given to any steps that management might take to counteract
that change. The hypothetical changes in market interest rates reflect what
could be deemed best and worst case scenarios. The fair values shown in the
following table are based on contractual maturities. Significant variations
in market interest rates could produce changes in the timing of repayments due
to prepayment options available. The fair value of such instruments could be
affected and, therefore, actual results might differ from those reflected in
the following table:
Estimated
Hypothetical fair value after
change in hypothetical
Fair value at interest rate change in
December 31, (bp=basis points) interest rate
--------------------- ---------------------- ---------------------
2000 2001 (Dollars in thousands) 2000 2001
---------- ---------- ---------- ----------
Fixed-maturity investments (1)... $ 87,902 $ 68,894 100 bp increase....... $ 84,794 $ 66,949
200 bp increase....... 81,851 65,085
100 bp decrease....... 91,193 70,928
200 bp decrease....... 94,675 73,053
- ---------------------------------
(1) The fair value at December 31, 2000 excludes short-term investments with a fair value of $4.5 million
as management does not feel that these investments are exposed to significant interest rate risk due
to their maturity dates. Chandler USA did not hold any short-term investments at December 31, 2001.
The table above illustrates, for example, that an instantaneous 200 basis
point increase in market interest rates at December 31, 2001 would reduce the
estimated fair value of NAICO's fixed-maturity investments by approximately
$3.8 million at that date.
Chandler USA is obligated for senior debentures that have a maturity date
of July 16, 2014. The debentures have a fixed interest rate of 8.75%. At
December 31, 2001, the fair value of Chandler USA's debentures was estimated
to be $22.5 million based on quoted market prices for similar securities.
Chandler USA's debentures have not historically traded regularly, and
settlement at the reported fair value may not be possible. The debentures
are redeemable by Chandler USA on or after July 16, 2009 without penalty or
premium.
During March 2001, Chandler USA entered into a $3.8 million sale and
leaseback transaction for certain owned equipment. Chandler USA agreed to
lease the equipment for three years with monthly rental installments equal to
the sum of (i) $22,167 plus (ii) interest on the unpaid lease balance at a
floating interest rate of 1% over Chase Manhattan Bank Prime, which was 4.75%
at December 31, 2001. The sale and leaseback transaction resulted in a
reduction of property and equipment of $1.9 million and a deferred gain of
$2.0 million which is included in accrued taxes and other payables. Chandler
USA has the option to repurchase the equipment at the end of the lease for
approximately $3.0 million, or may elect to have the lessor sell the
equipment. If the election to sell the equipment is made, Chandler USA would
retain any proceeds exceeding $3.0 million. If the proceeds were less than
approximately $2.4 million, Chandler USA would be required to pay the
difference between the proceeds and $2.4 million.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Item 14 (a) 1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On June 11, 2001, the Audit Committee of the Board of Directors
determined not to re-engage its independent auditors, Deloitte & Touche LLP,
and appointed Tullius Taylor Sartain & Sartain LLP as Chandler USA's
independent auditors for the fiscal year ending December 31, 2001. See the
Current Report on Form 8-K filed by Chandler USA on June 14, 2001.
PAGE 30
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS AND EXECUTIVE OFFICERS
A brief description of each director and executive officer of Chandler
USA is provided below. Directors hold office until the next annual meeting of
shareholders or until their respective successors are duly elected and
qualified. Executive officers are elected by the Board of Directors at its
annual meeting and hold office until its next annual meeting or until their
respective successors are duly elected and qualified. The current directors
and executive officers of Chandler USA are as follows:
NAME AGE POSITION
- ------------------- --- -------------------------------------------------
W. Brent LaGere 56 Chairman of the Board, Chief Executive Officer,
Compensation Committee Member and Director.
Mark T. Paden 45 President, Chief Operating Officer, Compensation
Committee Member and Director.
Brenda B. Watson 61 Executive Vice President of NAICO and L&W.
Richard L. Evans 55 Senior Vice President and Director.
R. Patrick Gilmore 50 Senior Vice President, Secretary, General Counsel
and Director.
Mark C. Hart 46 Vice President - Finance, Chief Financial Officer
and Treasurer.
Larry B. McMillon 57 Vice President - Administration
Robert L. Rice 67 Audit Committee Chairman and Director.
W. Scott Martin 51 Audit Committee Member and Director.
K.R. Price 64 Audit Committee Member and Director.
William T. Keele 65 Director.
W. BRENT LAGERE has been a director, Chairman of the Board and Chief
Executive Officer of Chandler USA since 1988. Since 1988, Mr. LaGere has
served in officer and director capacities for various subsidiaries of Chandler
USA pursuant to an employment contract with Chandler USA. Since 1971, Mr.
LaGere has served in various capacities with L&W. Mr. LaGere also serves as
Chairman of the Board and Chief Executive Officer of Chandler Insurance and is
a director of Chandler Barbados.
MARK T. PADEN has served as President of Chandler USA, NAICO and L&W
since May 2001 and as Chief Operating Officer of Chandler USA, NAICO and L&W
since May 1998. From May 1998 to May 2001, Mr. Paden also served as Executive
Vice President of Chandler USA, NAICO and L&W. Mr. Paden has served as Chief
Financial Officer of NAICO from January 1988 through May 2001 and of L&W from
May 1987 through May 2001, and also served as Vice President-Finance of NAICO
from January 1988 through May 1998 and of L&W from May 1987 through May 1998.
Mr. Paden has been a director of Chandler USA since July 1988, NAICO since
November 1992 and L&W since October 1992. Mr. Paden also serves as a director
and President of Chandler Insurance.
BRENDA B. WATSON has been Executive Vice President of NAICO since August
1987 and of L&W since October 1989. Since October 1988, she has served in
officer and director capacities for various subsidiaries of Chandler USA
pursuant to an employment contract with Chandler USA. Ms. Watson also serves
as Executive Vice President of Chandler Insurance.
RICHARD L. EVANS has been a director of Chandler USA since May 1990. He
has been Senior Vice President of Chandler USA, NAICO and L&W since March
1999, and served as Vice President of NAICO since 1987, and of Chandler USA
and L&W since 1989. Mr. Evans has served L&W since 1979 in various
capacities. Mr. Evans also serves as Senior Vice President of Chandler
Insurance.
R. PATRICK GILMORE has served as General Counsel for Chandler USA and
its subsidiaries since 1988 and currently serves as corporate Secretary and
Senior Vice President. Mr. Gilmore has been a director of Chandler USA since
May 1990, L&W since October 1992 and NAICO since September 2000.
PAGE 31
MARK C. HART has served as Vice President-Finance and Treasurer of
Chandler USA, NAICO and L&W since May 1998, and has served as Chief Financial
Officer of Chandler USA, NAICO and L&W since May 2001. Mr. Hart has also
served as Vice President of Chandler USA since March 1994. Mr. Hart also
serves as Vice President-Accounting, Chief Financial Officer and Treasurer
of Chandler Insurance.
LARRY B. MCMILLON has served as Vice President-Administration of Chandler
USA and NAICO since 1989. He was an Executive Vice President and Controller
for W. H. Braum, Inc. before joining Chandler USA.
ROBERT L. RICE has been a director of Chandler USA since June 1993 and a
director of NAICO since March 2000. He has for more than 20 years engaged in
private practice as a Certified Public Accountant.
W. SCOTT MARTIN has been a director of Chandler USA and NAICO since March
2000. Mr. Martin has been President of the Tulsa Loan Production Office with
First Bank & Trust Company in Wagoner, Oklahoma since 1994. Mr. Martin also
serves as a director of First Bank & Trust in Wagoner, Oklahoma, First Bank of
Chandler in Chandler, Oklahoma, First National Bank in Burkburnett, Texas and
The Bank of Union in Union City, Oklahoma.
K. R. PRICE has been a director of Chandler USA and NAICO since May 2001.
Mr. Price has been a stockbroker for Raymond James Financial Services, Inc.
since April 1997, and was Executive Vice President and a director for
Southwest Securities, Inc. from 1974 until April 1997.
WILLIAM T. KEELE has been a director of Chandler USA and NAICO since May
2001. Mr. Keele has been President of Hallman & Keele, Inc., a construction
and steel fabrication firm, since 1974.
In the civil proceeding, CenTra, Inc. v. Chandler Insurance Company,
Ltd., et. al. Case No. CIV-92-1301-M, in the U.S. District Court for the
Western District of Oklahoma, judgment was entered in favor of CenTra and
against Messrs. LaGere, Paden, Evans, Rice, Ms. Watson and one former director
of Chandler USA in the amount of $1.00 each, finding a violation of Section
10(b) of the Securities Exchange Act of 1934 and a violation of Section 11(a)
of the Securities Act of 1933 based upon a failure by Chandler Insurance and
certain of its officers and directors to disclose the applicability of the
Nebraska Insurance Holding Company Act to purchasers of stock of Chandler
Insurance in a public offering. See Note 9 to Consolidated Financial
Statements.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Based solely upon a review of Forms 3, 4 and 5, any amendments thereto
furnished to Chandler USA pursuant to the rules of the Securities and Exchange
Commission, or written representations from certain reporting persons
presented to Chandler USA, all such reports required to be filed by reporting
persons have been filed in a timely fashion during the fiscal year ended
December 31, 2001.
PAGE 32
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or to be paid by
Chandler USA or any of its subsidiaries as well as certain other compensation
paid or accrued, during the years indicated, to the Chairman and Chief
Executive Officer and the four other highest paid executive officers of
Chandler USA and its subsidiaries (the "Named Executives") for such period
in all capacities in which they served.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION (1)
--------------------------------------------------------------
OTHER ANNUAL ALL OTHER
SALARY BONUS COMPENSATION COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(2) ($)(3) ($)(4)
- ----------------------------------------------- -------- ------------ ---------- ------------ ------------
W. Brent LaGere 2001 $ 464,376 $ 305,000 109,743 $ 46,381
Chairman of the Board and CEO 2000 414,922 150,000 N/A 39,525
of Chandler USA, NAICO and L&W 1999 404,228 - N/A 38,349
Mark T. Paden 2001 293,295 225,000 N/A 5,502
President and COO of Chandler USA, 2000 238,865 150,000 N/A 5,225
NAICO and L&W 1999 231,188 - N/A 5,000
Brenda B. Watson 2001 238,904 - N/A 10,372
Executive Vice President of NAICO 2000 230,987 84,936 N/A 9,725
and L&W 1999 225,437 112,719 N/A 8,600
Richard L. Evans 2001 238,713 - N/A 7,261
Senior Vice President - Claims of 2000 232,219 - N/A 6,525
Chandler USA, NAICO and L&W 1999 224,735 - N/A 6,400
R. Patrick Gilmore 2001 210,460 - N/A 3,837
Senior Vice President, Secretary and 2000 204,119 - N/A 3,808
General Counsel of Chandler USA, 1999 198,172 - N/A 3,768
NAICO and L&W
- ---------------------------------------------
(1) Amounts shown include cash and non-cash compensation earned and received by the Named Executives as well as
amounts earned but deferred at their election.
(2) All Named Executives are eligible to receive bonuses based upon various factors.
(3) The amounts shown under this column represent various perquisites and other personal benefits including any
associated tax reimbursements to the Named Executives. Amounts that did not exceed the lesser of $50,000 or
10% of the total annual salary and bonus for any Named Executive have been excluded.
(4) The amounts shown under this column include contributions by Chandler USA's subsidiaries to a 401(k) plan
($3,725 for each of the Named Executives except for Mr. Gilmore whose annual contributions were $1,640), and
the premiums paid or to be paid by Chandler USA's subsidiaries under life insurance arrangements with the
Named Executives. A portion of the premiums ($27,300, $28,700 and $31,300 in 1999, 2000 and 2001, respectively)
were paid under split dollar life insurance plans. Under these plans, Chandler USA's subsidiaries pay the
premiums for life insurance issued to the Named Executive. Repayment of the premiums is secured by the death
benefit or the cash surrender value of the policy, if any, if the Named Executive cancels and surrenders the policy.
OPTIONS EXERCISED AND HOLDINGS
No options were granted to or exercised by the Named Executives during
2001 and there were no unexercised options held by the Named Executives as of
December 31, 2001.
PAGE 33
DIRECTOR COMPENSATION
Directors who are employees of Chandler USA do not receive additional
compensation for serving as directors. Each non-employee director of Chandler
USA is paid $1,000 per day for any meeting or committee meeting attended.
However, if a non-employee director is attending meetings for two or more
affiliates of Chandler USA on the same day, his compensation is $750 per day
for any meeting or committee meeting of Chandler USA attended. If a
non-employee director attends the meeting by telephonic conference, his
compensation is $500 per day for any meeting or committee meetings so attended.
EMPLOYMENT AGREEMENTS
Chandler USA has an employment agreement with W. Brent LaGere, Chairman
of the Board and Chief Executive Officer of Chandler USA and its subsidiaries.
Under this agreement, Mr. LaGere's base compensation is established at not
less than $250,000 per year. In the event that Mr. LaGere is terminated
without cause, as defined in the agreement, he is entitled to receive his base
compensation for the remainder of the term of the agreement, but in no event
for more than 60 months. The agreement will terminate upon Mr. LaGere
attaining age 70, unless earlier terminated by Chandler USA for cause. In
addition to his base compensation, Mr. LaGere is eligible to receive certain
benefits and bonuses from Chandler USA and its subsidiaries.
Chandler USA has an employment agreement with Brenda B. Watson, an
executive officer of NAICO and L&W. Under this agreement, Ms. Watson's base
compensation is established at not less than $125,000 per year. The agreement
terminates on December 31, 2003, unless earlier terminated by Chandler USA for
cause, as defined in the agreement. In the event that Ms. Watson is
terminated without cause, she is entitled to receive her base compensation
through the termination date. In addition to her base compensation, Ms.
Watson is eligible to receive certain benefits and to participate in an
incentive bonus plan offered by Chandler USA and its subsidiaries.
PAGE 34
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
All of the common stock of Chandler USA, its sole class of common equity,
is owned by Chandler Barbados, which is a wholly owned subsidiary of Chandler
Insurance.
The following table sets forth the number and percentage of outstanding
shares of each class of the capital stock of Chandler Insurance that, as of
February 28, 2002, are beneficially owned by (i) each director of Chandler USA
and Chandler Insurance, (ii) Chandler USA's Chairman and Chief Executive
Officer and each of Chandler USA's four other most highly compensated
executive officers for services rendered for the fiscal year ended December
31, 2001 and (iii) all current directors and executive officers as a group:
BENEFICIAL OWNERSHIP
------------------------------------------------------------
TYPE OF CAPITAL SHARES NUMBER OF
NAME OF DIRECTOR OR EXECUTIVE OFFICER OF CHANDLER INSURANCE CAPITAL SHARES (1) PERCENT (2)
- ----------------------------------------------------------- ------------------------- ------------------ -------------
W. Brent LaGere (3) ....................................... Class A Common Shares 500,661 80.0%
Series A Preferred Shares 75,152 18.7%
Mark T. Paden ............................................. Class A Common Shares 125,165 20.0%
Series A Preferred Shares 17,610 4.4%
Brenda B. Watson (4) ...................................... Series A Preferred Shares 18,024 4.5%
Series B Preferred Shares 35,542 7.4%
Richard L. Evans .......................................... Series A Preferred Shares 27,272 6.8%
Series B Preferred Shares 32,250 6.7%
R. Patrick Gilmore ........................................ Series B Preferred Shares 11,000 2.3%
Robert L. Rice ............................................ - - -%
W. Scott Martin ........................................... Series C Preferred Shares 31,500 4.3%
K.R. Price (5) ............................................ Series C Preferred Shares 146,200 20.2%
William T. Keele (6) ...................................... Series C Preferred Shares 142,417 19.6%
Steven R. Butler (7) ...................................... Series C Preferred Shares 3,200 *%
All directors and officers as a group (12 persons) (8) .... Class A Common Shares 625,826 100.0%
Series A Preferred Shares 162,776 40.5%
Series B Preferred Shares 78,792 16.4%
Series C Preferred Shares 323,317 44.6%
- -----------------------------------------------------------
* Less than 1%
(1) The rules of the SEC provide that, for the purposes hereof, a person is considered the "beneficial owner" of shares
with respect to which the person, directly or indirectly, has or shares the voting or investment power, irrespective
of his economic interest in the shares. Unless otherwise noted, each person identified possesses sole voting and
investment power over the shares listed, subject to community property laws. The Preferred Shares of Chandler Insurance
have no voting rights. The Series A Preferred Shares of Chandler Insurance are convertible to Class A Common Shares of
Chandler Insurance.
(2) Based on 625,826 Class A Common Shares of Chandler Insurance, 401,772 Series A Preferred Shares of Chandler Insurance,
479,307 Series B Preferred Shares of Chandler Insurance and 725,519 Series C Preferred Shares of Chandler Insurance
outstanding on February 28, 2002.
(3) Includes (i) 348,390 Class A Common Shares of Chandler Insurance owned by the W. Brent LaGere Irrevocable Trust (the
"Trust") and (ii) 22,500 Class A Common Shares of Chandler Insurance owned by W&L Holding Corp. ("W&L Holding"), a
corporation 100% of which is owned by the Trust. Mr. LaGere disclaims beneficial ownership of the shares held by the
Trust and W&L Holding. The business address of Mr. LaGere is 1010 Manvel Avenue, Chandler, Oklahoma, 74834.
(4) Includes 8,027 Series A Preferred Shares of Chandler Insurance held by Ms. Watson's husband. Ms. Watson disclaims
beneficial ownership of the shares owned by her husband.
(5) Includes 11,500 Series C Preferred Shares of Chandler Insurance held by Mr. Price's wife. Mr. Price disclaims
beneficial ownership of these shares.
(6) Includes 63,787 Series C Preferred Shares of Chandler Insurance held by the Keele Family Ltd. Partnership, 4,062
shares held by Mr. Keele's wife and 23,911 shares held by Mr. Keele's children. Mr. Keele disclaims beneficial
ownership of the shares owned by his wife and children.
(7) Mr. Butler is a director, Vice President - Administration and Secretary of Chandler Insurance, and also serves as a
director and President of Chandler Barbados.
(8) Includes 24,718 Series A Preferred Shares of Chandler Insurance owned by two executive officers of Chandler USA not
listed in the table above.
PAGE 35
SHAREHOLDERS HOLDING OVER FIVE PERCENT
Listed below are persons, other than those listed previously, who are
known by Chandler USA to own beneficially more than 5% of Chandler Insurance's
Class A Common Shares as of February 28, 2002. Except as otherwise indicated,
each of the persons named below has sole voting and investment power with
respect to the common shares beneficially owned.
BENEFICIAL OWNERSHIP
---------------------------------------
NAME OF SHAREHOLDER NUMBER OF SHARES (1) PERCENT (2)
- -------------------------------------------------------- --------------------- -----------------
Malinda Laird, Matthew LaGere and Lance LaGere, Trustees
of the W. Brent LaGere Irrevocable Trust
1010 Manvel Avenue, Chandler, Oklahoma 74834 ......... 370,890 (3) 59.3 %
- --------------------------------------------------------
(1) The rules of the SEC provide that, for the purposes hereof, a person is considered the
"beneficial owner" of shares with respect to which the person, directly or indirectly,
has or shares the voting or investment power, irrespective of his economic interest in
the shares. Unless otherwise noted, each person identified possesses sole voting and
investment power over the shares listed, subject to community property laws.
(2) Based on 625,826 Class A Common Shares of Chandler Insurance outstanding on February
28, 2002.
(3) Includes 370,890 Class A Common Shares of Chandler Insurance held by the Trust, of which
22,500 Class A Common Shares are directly owned by W&L Holding, which is 100% owned by
the Trust.
OTHER MATTERS REGARDING BENEFICIAL OWNERSHIP
For purposes of this report, unless otherwise indicated, Chandler USA has
assumed that the following persons are affiliates: an entity's executive
officers and directors or its managing partners, persons holding more than 10%
of an entity, and those persons who are controlling, controlled by, or under
common control with such officers, directors, managing partners, or
shareholders.
Statements of percentages of ownership are made based upon pertinent
reporting requirements and guidelines specifically applicable to this report
on Form 10-K. Determination of voting power under Chandler USA's Articles of
Incorporation or applicable insurance holding company laws may be at variance
with the above stated percentages.
PAGE 36
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Chandler USA leases a rural property from Davenport Farms, Inc.
("Davenport Farms"), a corporation owned by Messrs. LaGere, Evans and Paden.
Chandler USA has placed three mobile homes on the property, drilled a water
well connected to the mobile homes and made other smaller improvements to the
property. Its personnel maintains these improvements. These mobile homes and
the property provide hunting, fishing, lodging, dining and other outdoor
recreational activities for the entertainment of customers and business
associates of Chandler USA and/or its subsidiaries. Chandler USA pays no rent
to Davenport Farms but reimburses it for one-half of the utilities and for
hunting supplies. Chandler USA has also agreed to indemnify Davenport Farms
for claims arising out of its use of the property. Chandler USA retains the
right to remove all structures located upon the property when the lease
terminates. In 1999, 2000 and 2001, Chandler USA incurred approximately
$202,000, $265,000 and $263,000, respectively, in expenses associated with its
use of this property, including $8,000, $9,000 and $25,000 paid to Davenport
Farms for reimbursement of certain expenses, such as utility and similar
expenses, for the years 1999, 2000 and 2001, respectively.
Prior to May 1, 1997, Benjamin T. Walkingstick was an employee of
Chandler USA pursuant to an employment agreement dated October 28, 1988 (the
"Employment Agreement") and served as an executive officer and director of
Chandler USA and certain of it subsidiaries. Effective May 1, 1997, Mr.
Walkingstick resigned these positions and ceased to be an employee of
Chandler USA. He continued to be a consultant to Chandler USA and its
subsidiaries pursuant to the Employment Agreement and continued to receive
compensation under the Employment Agreement through October 2000. In March
2001, Chandler USA entered into a consulting agreement (the "Consulting
Agreement") with Mr. Walkingstick. The Consulting Agreement has a term of
five years with monthly payments of $12,500. Mr. Walkingstick received
$125,000 in compensation under the Consulting Agreement during 2001.
Chandler USA and its subsidiaries paid $248,188, $9,155 and $2,913 in
1999, 2000 and 2001, respectively, for services rendered by Gardere Wynne
Sewell LLP ("Gardere"). David G. McLane, a partner of Gardere, served as
Assistant Secretary of NAICO during 1999 and 2000. Approximately $227,545 of
the 1999 amount related to the issuance of debentures by Chandler USA during
1999. Chandler Barbados paid Gardere $331,097 and $301,378 during 2000 and
2001, respectively, for legal services of which $125,121 related to the CenTra
litigation during 2000, and $107,059 and $256,972 related to the going private
transaction during 2000 and 2001, respectively.
NAICO purchases and sells investment securities through various brokerage
firms including Raymond James & Associates, Inc., a subsidiary of Raymond
James Financial, Inc. K.R. Price is employed by Raymond James Financial
Services, Inc. which is also a subsidiary of Raymond James Financial, Inc.
Since May 2001, Mr. Price has been a director of NAICO and Chandler USA. Mr.
Price receives no compensation from NAICO's investment transactions since
joining the boards in May 2001.
Chandler USA believes that all transactions, including loans, with
directors, officers, or shareholders of Chandler USA and its subsidiaries are
and will continue to be on terms no less favorable to Chandler USA and its
subsidiaries than could be obtained from unaffiliated parties.
PAGE 37
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS. The consolidated balance sheets of Chandler
USA and its subsidiaries as of December 31, 2000 and 2001, and the
related consolidated statements of operations, comprehensive
income, shareholder's equity and cash flows for each of the three
years in the period ended December 31, 2001, together with the
related notes thereto and the report of Tullius Taylor Sartain &
Sartain LLP, independent auditors on such financial statements as
of December 31, 2001 and for the year ended December 31, 2001, and
the report of Deloitte & Touche LLP, independent auditors on such
financial statements as of December 31, 2000 and for the two years
then ended, are filed as a part of this Form 10-K. See
accompanying Index on page F-1.
2. FINANCIAL STATEMENT SCHEDULES. The financial statement schedules
listed in the accompanying index to consolidated financial
statements and schedules are filed as part of this Form 10-K. All
other schedules have been omitted since the required information is
not applicable or is not present in amounts sufficient to require
submission of the schedule or because the information is included
in the consolidated financial statements or the notes thereon.
3. EXHIBITS.
3.1 Certificate of Incorporation. (1)
3.2 Bylaws, as amended. (1)
4.1 Form of Indenture entered into by and between Chandler USA as
issuer and U.S. Trust of Texas, N.A. as trustee. (1)
10.1 Employment Agreement, effective as of October 28, 1988, by
and between Chandler USA and Brent LaGere. (1)
10.2 Employment Agreement, effective as of October 28, 1988, by
and between Chandler USA, and Brenda B. Watson (formerly
Brenda B. Pair). (1)
10.3 Amendment to Employment Agreement, effective as of January
1, 1999, by and between Chandler USA and Brenda B.
Watson. (1)
10.4 Intercompany Credit Agreement effective as of January 1,
2001, by and between Chandler USA and Chandler Barbados.
21.1 Subsidiaries of the registrant.
- -----------------------------
(1) Previously filed as an exhibit to Registration No. 333-76393
on Form S-1 and incorporated herein by reference.
Copies of the foregoing exhibits filed with this Form 10-K or
incorporated by reference are available from Chandler USA upon written
request and payment of a reasonable copying fee.
(b) Reports on Form 8-K.
No report on Form 8-K was filed by Chandler USA during or applicable to
the quarter ended December 31, 2001.
PAGE 38
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) 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.
CHANDLER (U.S.A.), INC.
Date: March 5, 2002 By: /s/ W. Brent LaGere
------------------------------------------
W. Brent LaGere
Chairman of the Board
and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
Date: March 5, 2002 /s/ W. Brent LaGere
------------------------------------------
W. Brent LaGere, Chairman of the Board,
Chief Executive Officer and Director
(Principal Executive Officer)
Date: March 5, 2002 /s/ Mark T. Paden
------------------------------------------
Mark T. Paden, President, Chief Operating
Officer and Director
Date: March 5, 2002 /s/ Mark C. Hart
------------------------------------------
Mark C. Hart, Vice President - Finance,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
Date: March 5, 2002 /s/ Richard L. Evans
------------------------------------------
Richard L. Evans, Senior Vice President
and Director
Date: March 5, 2002 /s/ R. Patrick Gilmore
------------------------------------------
R. Patrick Gilmore, Senior Vice President,
Secretary, General Counsel and Director
Date: March 5, 2002 /s/ Robert L. Rice
------------------------------------------
Robert L. Rice, Director
PAGE 39
Date: March 5, 2002 /s/ W. Scott Martin
------------------------------------------
W. Scott Martin, Director
Date: March 5, 2002 /s/ K.R. Price
------------------------------------------
K.R. Price, Director
Date: March 5, 2002 /s/ William T. Keele
------------------------------------------
William T. Keele, Director
PAGE F-1
CHANDLER (U.S.A.), INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
PAGES
------------------
FINANCIAL STATEMENTS
Consolidated Balance Sheets as of December 31, 2000 and 2001 ................... F-2
Consolidated Statements of Operations for the years ended
December 31, 1999, 2000 and 2001 ............................................ F-3
Consolidated Statements of Comprehensive Income for the years ended
December 31, 1999, 2000 and 2001 ............................................ F-4
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 2000 and 2001 ............................................ F-5
Consolidated Statements of Shareholder's Equity for the years ended
December 31, 1999, 2000 and 2001 ............................................ F-6
Notes to Consolidated Financial Statements ..................................... F-7 through F-25
Independent Auditors' Report on Consolidated Financial Statements
and Financial Statement Schedules - Deloitte & Touche LLP ................... F-26
Independent Auditors' Report on Consolidated Financial Statements
and Financial Statement Schedules - Tullius Taylor Sartain & Sartain LLP .... F-27
SCHEDULES
I Summary of Investments - Other Than Investments in Related Parties ...... F-28
II Condensed Financial Information of Registrant ........................... F-29 through F-31
III Supplementary Insurance Information ..................................... F-32
IV Reinsurance ............................................................. F-33
V Valuation and Qualifying Accounts ....................................... F-34
VI Supplemental Information (for property-casualty insurance underwriters).. F-35
PAGE F-2
CHANDLER (U.S.A.), INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except share amounts)
DECEMBER 31,
------------------------
2000 2001
---------- ----------
ASSETS
Investments
Fixed maturities available for sale, at fair value
Restricted (amortized cost $5,446 and $5,419 in 2000 and 2001, respectively) ....... $ 5,538 $ 5,501
Unrestricted (amortized cost $85,693 and $62,124 in 2000 and 2001, respectively) ... 85,746 62,154
Fixed maturities held to maturity, at amortized cost
Restricted (fair value $186 and $385 in 2000 and 2001, respectively) ............... 174 353
Unrestricted (fair value $953 and $854 in 2000 and 2001, respectively) ............. 882 782
Equity securities available for sale, at fair value .................................. 442 464
---------- ----------
Total investments .................................................................. 92,782 69,254
Cash and cash equivalents .............................................................. 11,978 4,124
Premiums receivable, less allowance for non-collection
of $308 and $298 at 2000 and 2001, respectively ...................................... 33,519 24,185
Reinsurance recoverable on paid losses, less allowance for
non-collection of $275 and $1,096 at 2000 and 2001, respectively ..................... 3,283 11,756
Reinsurance recoverable on paid losses from related parties ............................ 614 292
Reinsurance recoverable on unpaid losses, less allowance for
non-collection of $397 at 2000 ....................................................... 39,387 42,545
Reinsurance recoverable on unpaid losses from related parties .......................... 14,079 9,399
Prepaid reinsurance premiums ........................................................... 32,699 26,890
Prepaid reinsurance premiums to related parties ........................................ 10,368 8,103
Property and equipment, net ............................................................ 12,451 10,822
Amounts due from related parties ....................................................... - 7,880
Licenses, net .......................................................................... 3,894 3,745
Excess of cost over net assets acquired, net ........................................... 2,963 2,350
Other assets ........................................................................... 15,481 13,464
---------- ----------
Total assets ........................................................................... $ 273,498 $ 234,809
========== ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
Unpaid losses and loss adjustment expenses ........................................... $ 100,173 $ 84,756
Unearned premiums .................................................................... 74,198 61,562
Policyholder deposits ................................................................ 5,062 4,600
Accrued taxes and other payables ..................................................... 6,690 7,480
Premiums payable ..................................................................... 17,807 8,669
Amounts due to related parties ....................................................... 717 -
Debentures ........................................................................... 24,000 24,000
---------- ----------
Total liabilities .................................................................. 228,647 191,067
---------- ----------
Commitments and contingencies (Notes 9 and 10)
Shareholder's equity
Common stock, $1.00 par value, 50,000 shares authorized;
2,484 shares issued and outstanding ................................................ 2 2
Paid-in surplus ...................................................................... 60,584 60,584
Accumulated deficit .................................................................. (16,122) (17,225)
Accumulated other comprehensive income:
Unrealized gain on investments available for sale, net
of deferred income taxes ........................................................... 387 381
---------- ----------
Total shareholder's equity ......................................................... 44,851 43,742
---------- ----------
Total liabilities and shareholder's equity ............................................. $ 273,498 $ 234,809
========== ==========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
PAGE F-3
CHANDLER (U.S.A.), INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands)
YEAR ENDED DECEMBER 31,
------------------------------------
1999 2000 2001
---------- ---------- ----------
Premiums and other revenues
Direct premiums written and assumed ........................................ $ 169,569 $ 197,196 $ 158,964
Reinsurance premiums ceded ................................................. (41,698) (83,674) (70,086)
Reinsurance premiums ceded to related parties .............................. (23,599) (35,077) (23,455)
---------- ---------- ----------
Net premiums written and assumed ......................................... 104,272 78,445 65,423
Decrease (increase) in unearned premiums ................................... (17,174) 7,074 4,562
---------- ---------- ----------
Net premiums earned ...................................................... 87,098 85,519 69,985
Interest income, net ......................................................... 3,959 4,335 3,700
Interest income, net from related parties .................................... - - 371
Realized investment gains, net ............................................... 57 144 2,654
Fee for rescinded reinsurance treaties ....................................... 10,000 - -
Commissions, fees and other income ........................................... 1,481 1,409 1,784
---------- ---------- ----------
Total premiums and other revenues ........................................ 102,595 91,407 78,494
---------- ---------- ----------
Operating costs and expenses
Losses and loss adjustment expenses, net of amounts ceded
to related parties of $11,239, $19,212 and $15,712
in 1999, 2000 and 2001, respectively ..................................... 68,659 64,999 52,550
Policy acquisition costs, net of ceding commissions received
from related parties of $8,403, $12,390 and $8,029
in 1999, 2000 and 2001, respectively ..................................... 21,160 17,155 10,949
General and administrative expenses ........................................ 10,795 12,398 13,775
Interest expense ........................................................... 1,496 2,255 2,240
Litigation expenses, net ................................................... 207 71 65
---------- ---------- ----------
Total operating costs and expenses ....................................... 102,317 96,878 79,579
---------- ---------- ----------
Income (loss) before income taxes ............................................ 278 (5,471) (1,085)
Federal income tax benefit (provision) ....................................... (365) 1,476 (18)
---------- ---------- ----------
Net loss ................................................................... $ (87) $ (3,995) $ (1,103)
========== ========== ==========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
PAGE F-4
CHANDLER (U.S.A.), INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
YEAR ENDED DECEMBER 31,
------------------------------------
1999 2000 2001
---------- ---------- ----------
Net loss ...................................................................... $ (87) $ (3,995) $ (1,103)
---------- ---------- ----------
Other comprehensive loss, before income tax:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during period ................... (3,633) 3,337 2,644
Less: Reclassification adjustment for gains included in net loss .......... (57) (144) (2,654)
---------- ---------- ----------
Other comprehensive income (loss), before income tax .......................... (3,690) 3,193 (10)
Income tax benefit (provision) related to items of other
comprehensive income (loss) ................................................. 1,255 (1,086) 4
---------- ---------- ----------
Other comprehensive income (loss), net of income tax .......................... (2,435) 2,107 (6)
---------- ---------- ----------
Comprehensive loss ............................................................ $ (2,522) $ (1,888) $ (1,109)
========== ========== ==========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
PAGE F-5
CHANDLER (U.S.A.), INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
YEAR ENDED DECEMBER 31,
------------------------------------
1999 2000 2001
---------- ---------- ----------
OPERATING ACTIVITIES
Net loss ............................................................... $ (87) $ (3,995) $ (1,103)
Add (deduct):
Adjustments to reconcile net loss to cash provided by
(applied to) operating activities:
Realized investment gains, net ..................................... (57) (144) (2,654)
Net losses on sale of property and equipment ....................... 68 10 23
Amortization and depreciation ...................................... 2,225 2,592 2,169
Provision for non-collection of premiums ........................... 210 179 305
Provision for non-collection of reinsurance recoverables ........... - - 454
Net change in non-cash balances relating to operating activities:
Premiums receivable .............................................. (19,459) 14,019 9,029
Reinsurance recoverable on paid losses ........................... (672) (50) (9,396)
Reinsurance recoverable on paid losses from related parties ...... - (614) 322
Reinsurance recoverable on unpaid losses ......................... (8,522) (1,799) (2,689)
Reinsurance recoverable on unpaid losses from related parties .... 2,371 (4,537) 4,680
Prepaid reinsurance premiums ..................................... 2,488 (12,739) 5,809
Prepaid reinsurance premiums to related parties .................. (2,436) (764) 2,265
Deferred policy acquisition costs ................................ (3,134) 3,134 -
Other assets ..................................................... (871) (3,006) 1,906
Unpaid losses and loss adjustment expenses ....................... 17,759 1,713 (15,417)
Unearned premiums ................................................ 17,122 6,429 (12,636)
Policyholder deposits ............................................ 199 (73) (462)
Accrued taxes and other payables ................................. 2,789 146 (1,248)
Premiums payable ................................................. (3,647) 10,494 (9,138)
Premiums payable to related parties .............................. (1,119) (343) -
---------- ---------- ----------
Cash provided by (applied to) operating activities ................. 5,227 10,652 (27,781)
---------- ---------- ----------
INVESTING ACTIVITIES
Unrestricted fixed maturities available for sale:
Purchases ............................................................ (21,844) (39,653) (61,448)
Sales ................................................................ 4,159 14,167 73,107
Maturities ........................................................... 10,605 24,391 14,297
Unrestricted fixed maturities held to maturity:
Maturities ........................................................... 265 - -
Cost of property and equipment purchased ............................... (3,912) (2,949) (1,356)
Proceeds from sale of property and equipment ........................... 121 46 3,924
---------- ---------- ----------
Cash provided by (applied to) investing activities ................. (10,606) (3,998) 28,524
---------- ---------- ----------
FINANCING ACTIVITIES
Proceeds from debentures ............................................... 24,000 - -
Payments on notes payable .............................................. (9,410) - -
Debt issue costs ....................................................... (1,689) - -
Payments and loans from related parties ................................ 3,805 1,200 4,032
Payments and loans to related parties .................................. (15,491) (1,016) (12,629)
---------- ---------- ----------
Cash provided by (applied to) financing activities ................... 1,215 184 (8,597)
---------- ---------- ----------
Increase (decrease) in cash and cash equivalents during the period ..... (4,164) 6,838 (7,854)
Cash and cash equivalents at beginning of period ....................... 9,304 5,140 11,978
---------- ---------- ----------
Cash and cash equivalents at end of period ............................. $ 5,140 $ 11,978 $ 4,124
========== ========== ==========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
PAGE F-6
CHANDLER (U.S.A.), INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
(Amounts in thousands)
Accumulated
other Total
Common Paid-in Accumulated comprehensive shareholder's
stock surplus deficit income (loss) equity
-------- -------- ----------- ------------- -------------
Balance, January 1, 1999 ........ $ 2 $60,584 $ (12,040) $ 715 $ 49,261
Net loss ........................ - - (87) - (87)
Change in unrealized gain on
investments available for
sale, net of income tax ....... - - - (2,435) (2,435)
-------- -------- ----------- ------------- -------------
Balance, December 31, 1999 ...... 2 60,584 (12,127) (1,720) 46,739
Net loss ........................ - - (3,995) - (3,995)
Change in unrealized loss on
investments available for
sale, net of income tax ....... - - - 2,107 2,107
-------- -------- ----------- ------------- -------------
Balance, December 31, 2000 ...... 2 60,584 (16,122) 387 44,851
Net loss ........................ - - (1,103) - (1,103)
Change in unrealized gain on
investments available for
sale, net of income tax ....... - - - (6) (6)
-------- -------- ----------- ------------- -------------
Balance, December 31, 2001 ...... $ 2 $60,584 $ (17,225) $ 381 $ 43,742
======== ======== =========== ============= =============
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
PAGE F-7
CHANDLER (U.S.A.), INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 2000 AND 2001
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
(A) BASIS OF PRESENTATION
Chandler (U.S.A.), Inc. ("Chandler USA") is a holding company
organized and domiciled in Oklahoma. Chandler USA's wholly owned
subsidiaries are engaged in various property and casualty insurance
operations. The insurance products offered by Chandler USA through its
subsidiary, National American Insurance Company, include property and
casualty insurance coverage primarily for businesses in various
industries, political subdivisions and surety bonds for small
contractors in the United States of America ("U.S."). The business is
conducted through individual independent insurance agencies and
underwriting managers, primarily in the Southwest and Midwest areas of
the U.S. One of Chandler USA's subsidiaries, LaGere and Walkingstick
Insurance Agency, Inc., operates as an independent insurance agency
based in Chandler, Oklahoma, and represents various insurance companies
that provide a variety of property and casualty, life and accident and
health coverages, and acts as a surplus lines broker specializing in
risk management and brokering insurance for commercial enterprises.
Chandler USA is wholly owned by Chandler Insurance (Barbados), Ltd.
("Chandler Barbados") which, in turn, is wholly owned by Chandler
Insurance Company, Ltd. ("Chandler Insurance"), a Cayman Islands
company.
The consolidated financial statements have been prepared in
accordance with United States of America generally accepted accounting
principles ("GAAP"). The preparation of the financial statements
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ significantly from those estimates.
(B) PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of
Chandler USA and all wholly owned subsidiaries. The following
represents the significant subsidiaries:
- National American Insurance Company ("NAICO").
- LaGere and Walkingstick Insurance Agency, Inc. ("L&W").
All significant intercompany accounts and transactions have been
eliminated in consolidation.
(C) IMPAIRMENT OF LONG-LIVED ASSETS
Chandler USA periodically evaluates the carrying value of long-lived
assets to be held and used when changes in events and circumstances
warrant such a review. The carrying value of a long-lived asset is
considered impaired when the separately identifiable anticipated
undiscounted cash flow from such asset is less than its carrying value.
In that event, a loss is recognized based on the amount by which the
carrying value exceeds the fair value of the long-lived asset. Fair
value is determined primarily using the anticipated cash flows
discounted at a rate commensurate with the risk involved. Losses on
long-lived assets to be disposed of are determined in a similar manner,
except that fair values are reduced for disposal costs.
(D) REVENUE RECOGNITION
Premiums are generally recognized as earned on a pro rata basis over
the policy period, which is in proportion to the insurance protection
provided. The portion of premiums that will be earned in the future are
deferred and reported as unearned premiums. Amounts recorded for ceded
reinsurance premiums are reported as prepaid reinsurance premiums and
amortized over the remaining contract period in proportion to the
amount of the insurance protection provided. Commission revenues are
generally recognized when coverage is effective and premiums are billed.
PAGE F-8
(E) UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES
Losses and loss adjustment expenses are charged to income as
incurred. The reserve for unpaid losses and loss adjustment expenses
represents the accumulation of estimates for reported losses and
includes provisions for losses incurred but not reported based on data
available at this time. The methods of determining such estimates and
establishing resulting reserves are periodically reviewed and updated,
and adjustments therefrom are necessary to maintain an adequate reserve
for unpaid losses and loss adjustment expenses. As more fully
explained in Note 3, such estimates are management's best estimates of
the expected values. The actual results may vary from these values
because the evaluation of losses is inherently subjective and
susceptible to significant changing factors.
(F) DEFERRED POLICY ACQUISITION COSTS
Policy acquisition costs that vary with and are primarily related to
the acquisition of new and renewal business (such as premium taxes,
agent commissions, commissions received from reinsurers and a portion
of other underwriting expenses) are deferred and amortized over the
terms of the policies. When the sum of the anticipated losses, loss
adjustment expenses and unamortized policy acquisition costs exceeds
the related unearned premiums, including anticipated investment income,
a provision for the indicated deficiency is recorded. Due to Chandler
USA's purchase of additional quota share reinsurance during 2000,
Chandler USA's deferred ceding commissions exceeded the deferred policy
acquisition costs related to direct and assumed business by
approximately $12,000 and $456,000 at December 31, 2000 and 2001,
respectively, and are recorded in accrued taxes and other payables.
Certain policy acquisition costs, such as policyholder dividends, are
expensed directly. NAICO expensed $324,000, $190,000 and $143,000
during 1999, 2000 and 2001, respectively, for dividends to
policyholders primarily on participating workers compensation
policies. Gross written premiums for participating policies were
$1.9 million, $1.6 million and $1.2 million in 1999, 2000 and 2001,
respectively.
(G) PROPERTY AND EQUIPMENT
Real estate and improvements and other property and equipment are
stated at cost and depreciated using the straight-line method over
their useful lives which range from 3 to 31 years. Property and
equipment consisted of the following at December 31:
2000 2001
---------- ----------
(In thousands)
Real estate and improvements............ $ 9,921 $ 10,382
Other property and equipment............ 11,867 10,039
--------- ----------
21,788 20,421
Accumulated depreciation................ (9,337) (9,599)
--------- ----------
$ 12,451 $ 10,822
========= ==========
Depreciation expense was approximately $1,074,000, $1,162,000 and
$1,078,000 for 1999, 2000 and 2001, respectively.
(H) INTANGIBLE ASSETS
The cost of insurance licenses acquired is amortized over 40 years
using the straight-line method. The excess of cost over net assets
acquired is amortized by the straight-line method over 15-17 years.
Intangible assets included the following at December 31:
2000 2001
---------- ----------
(In thousands)
Licenses................................... $ 5,991 $ 5,991
Excess of cost over net assets acquired.... 10,748 10,726
---------- ----------
16,739 16,717
Accumulated amortization................... (9,882) (10,622)
---------- ----------
$ 6,857 $ 6,095
========== ==========
PAGE F-9
(I) POLICYHOLDER DEPOSITS
NAICO requires certain policyholders to pay a deposit at inception
of coverage to secure payment of future premiums and deductibles on
claims incurred. It is expressly agreed between NAICO and the
policyholder that the funds will be used by NAICO only in the event the
policyholder fails to pay any premiums, deductibles or other charges
when due. NAICO has established a liability for these deposits in an
amount equal to that due the policyholders based on insurance premiums
reported as of the balance sheet date.
(J) INVESTMENTS
At the time of purchase, investments in debt securities that
Chandler USA has the positive intent and ability to hold to maturity
are classified as held to maturity and reported at amortized cost; all
other debt securities are reported at fair value. Investments
classified as trading are actively and frequently bought and sold with
the objective of generating income on short-term differences in price.
Realized and unrealized gains and losses on securities classified as
trading account assets are recognized in current operations. Chandler
USA has not classified any investments as trading account assets.
Securities not classified as held to maturity or trading are classified
as available for sale, with the related unrealized gains and losses
excluded from earnings and reported net of deferred income tax as other
comprehensive income until realized. Realized gains and losses on sales
of securities are based on the specific identification method.
Declines in the fair value of investment securities below their
carrying value that are other than temporary are recognized in earnings.
(K) INCOME TAXES
Chandler USA uses an asset and liability approach for accounting for
income taxes. Deferred income taxes are recognized for the tax
consequences of temporary differences and carryforwards by applying
enacted tax rates applicable to future years to differences between the
financial statement amounts and the tax bases of existing assets and
liabilities. A valuation allowance is established if it is more likely
than not that some portion of the deferred tax asset will not be
realized.
(L) CASH AND CASH EQUIVALENTS
For purposes of the consolidated statements of cash flows, Chandler
USA considers all highly liquid investments with original maturities of
14 days or less to be cash equivalents. For cash and cash equivalents,
the carrying amount is a reasonable estimate of fair value.
(M) SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments for interest and income taxes, and noncash investing
activities were as follows:
YEAR ENDED DECEMBER 31,
--------------------------------
1999 2000 2001
---------- ---------- ----------
(In thousands)
Cash payments (refunds) during the year for:
Interest...................................... $ 549 $ 2,255 $ 2,128
Income taxes.................................. 857 587 (1,025)
Transfers from (to) restricted securities, net... $ 892 $ 1,441 $ (146)
(N) REINSURANCE
Management believes all of NAICO's reinsurance contracts with
reinsurers meet the criteria for risk transfer and the revenue and cost
recognition provisions in order to be accounted for as reinsurance. As
more fully explained in Note 10, reinsurance contracts do not relieve
NAICO from its obligation to policyholders. In addition, failure of
reinsurers to honor their obligations could result in losses to
Chandler USA.
PAGE F-10
(O) NEW ACCOUNTING STANDARD
In June 1998, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 133,
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. SFAS No.
133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires that Chandler USA
recognize all derivatives as either assets or liabilities in the
statement of financial condition and measure those instruments at fair
value. The accounting for changes in the fair value of a derivative
depends on the intended use of the derivative and the resulting
designation. Chandler USA adopted SFAS No. 133 effective January 1,
2001. The adoption of SFAS No. 133 did not have a material impact on
Chandler USA's consolidated financial condition, results of operations
or cash flows since Chandler USA has no derivative instruments.
In June 2001, the FASB issued SFAS No. 141, BUSINESS COMBINATIONS,
which supercedes Accounting Principles Board ("APB") Opinion No. 16,
BUSINESS COMBINATIONS. The most significant changes made by SFAS No.
141 are requiring the purchase method of accounting for all business
combinations initiated after June 30, 2001, establishing specific
criteria for the recognition of intangible assets separately from
goodwill, and requiring that unallocated negative goodwill be written
off immediately as an extraordinary gain. The provisions of SFAS No.
141 apply to all business combinations initiated after June 30, 2001,
and to all business combinations accounted for using the purchase
method for which the date of acquisition is July 1, 2001 or later. The
adoption of SFAS No. 141 did not have a material impact on Chandler
USA's consolidated financial condition, results of operations or cash
flows since Chandler USA has not entered into a business combination
subsequent to June 30, 2001.
(P) ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED
In June 2001, the FASB issued SFAS No. 142, GOODWILL AND OTHER
INTANGIBLE ASSETS, and SFAS No. 143, ACCOUNTING FOR ASSET RETIREMENT
OBLIGATIONS.
SFAS No. 142 supercedes APB Opinion No. 17, INTANGIBLE ASSETS, and
primarily addresses accounting for goodwill and intangible assets
subsequent to acquisition. Under SFAS No. 142, goodwill and separately
identified intangible assets with indefinite lives will no longer be
amortized but reviewed annually (or more frequently if impairment
indicators arise) for impairment. Separately identified intangible
assets not deemed to have indefinite lives will continue to be
amortized over their useful lives. SFAS No. 142 applies to all
goodwill and intangible assets acquired after June 30, 2001. For
goodwill and intangible assets acquired prior to July 1, 2001, Chandler
USA is required to adopt SFAS No. 142 effective January 1, 2002.
Chandler USA is currently evaluating the impact of SFAS No. 142 on its
consolidated financial statements.
SFAS No. 143 requires that entities record as a liability
obligations associated with the retirement of a tangible long-lived
asset when such obligations are incurred, and capitalize the cost by
increasing the carrying amount of the related long-lived asset. SFAS
No. 143 will be effective for fiscal years beginning after June 15,
2002, however, earlier application is encouraged. Chandler USA, which
will adopt SFAS No. 143 on January 1, 2002, does not expect a material
impact from the adoption of SFAS No. 143 on its consolidated financial
statements.
In August 2001, the FASB issued SFAS No. 144, ACCOUNTING FOR THE
IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. SFAS No. 144 supercedes
SFAS No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND
FOR LONG-LIVED ASSETS TO BE DISPOSED OF, and APB Opinion No. 30,
REPORTING THE RESULTS OF OPERATIONS - REPORTING THE EFFECTS OF DISPOSAL
OF A SEGMENT OF A BUSINESS, AND EXTRAORDINARY, UNUSUAL AND INFREQUENTLY
OCCURRING EVENTS AND TRANSACTIONS. SFAS No. 144 establishes an
accounting model based on SFAS No. 121 for long-lived assets to be
disposed of by sale, previously accounted for under APB Opinion No. 30.
This Statement is effective for fiscal years beginning after December
15, 2001. Chandler USA, which will adopt SFAS No. 144 on January 1,
2002, does not expect a material impact from the adoption of SFAS No.
144 on its consolidated financial statements.
PAGE F-11
NOTE 2. INVESTMENTS AND INTEREST INCOME
Net interest income and realized investment gains are summarized in the
following table. These amounts are net of investment expenses.
YEAR ENDED DECEMBER 31,
--------------------------------
1999 2000 2001
---------- ---------- ----------
(In thousands)
Interest on fixed-maturity investments............. $ 4,631 $ 5,330 $ 4,406
Interest on cash equivalents....................... 501 730 633
Interest on amounts due from related parties ...... - - 371
Investment expenses................................ (1,173) (1,725) (1,339)
---------- ---------- ----------
Interest income, net............................ 3,959 4,335 4,071
---------- ---------- ----------
Realized gains, net - fixed-maturity investments... 57 144 2,654
---------- ---------- ----------
$ 4,016 $ 4,479 $ 6,725
========== ========== ==========
Investment expenses include $851,000, $1,365,000 and $997,000 for the
years ended December 31, 1999, 2000 and 2001, respectively, in expense to
subsidize a premium finance program for certain insureds of NAICO with an
unaffiliated premium finance company.
The amortized cost of fixed maturities or cost of equity securities,
gross unrealized gains or losses, fair value and carrying value of investments
are as follows:
GROSS GROSS
UNREALIZED UNREALIZED FAIR CARRYING
DECEMBER 31, 2000 COST GAINS LOSSES VALUE VALUE
- ----------------------------------------- ---------- ---------- ---------- ---------- ----------
FIXED MATURITIES AVAILABLE FOR SALE: (In thousands)
U.S. Treasury securities and obligations
of U.S. government corporations
and agencies.......................... $ 33,697 $ 347 $ (283) $ 33,761 $ 33,761
Obligations of states and political
subdivisions.......................... 8,157 64 (9) 8,212 8,212
Corporate obligations.................... 34,177 437 (379) 34,235 34,235
Public utilities......................... 10,099 116 (137) 10,078 10,078
Mortgage-backed securities............... 5,009 - (11) 4,998 4,998
---------- ---------- ---------- ---------- ----------
$ 91,139 $ 964 $ (819) $ 91,284 $ 91,284
========== ========== ========== ========== ==========
FIXED MATURITIES HELD TO MATURITY:
U.S. Treasury securities and obligations
of U.S. government corporations
and agencies.......................... $ 1,056 $ 83 $ - $ 1,139 $ 1,056
========== ========== ========== ========== ==========
EQUITY SECURITIES AVAILABLE FOR SALE:
Corporate stock.......................... $ - $ 442 $ - $ 442 $ 442
========== ========== ========== ========== ==========
PAGE F-12
GROSS GROSS
UNREALIZED UNREALIZED FAIR CARRYING
DECEMBER 31, 2001 COST GAINS LOSSES VALUE VALUE
- ----------------------------------------- ---------- ---------- ---------- ---------- ----------
FIXED MATURITIES AVAILABLE FOR SALE: (In thousands)
U.S. Treasury securities and obligations
of U.S. government corporations
and agencies.......................... $ 43,443 $ 262 $ (391) $ 43,314 $ 43,314
Corporate obligations.................... 10,351 255 (80) 10,526 10,526
Public utilities......................... 8,930 204 (51) 9,083 9,083
Mortgage-backed securities............... 4,819 - (87) 4,732 4,732
---------- ---------- ---------- ---------- ----------
$ 67,543 $ 721 $ (609) $ 67,655 $ 67,655
========== ========== ========== ========== ==========
FIXED MATURITIES HELD TO MATURITY:
U.S. Treasury securities and obligations
of U.S. government corporations
and agencies.......................... $ 1,135 $ 104 $ - $ 1,239 $ 1,135
========== ========== ========== ========== ==========
EQUITY SECURITIES AVAILABLE FOR SALE:
Corporate stock.......................... $ - $ 464 $ - $ 464 $ 464
========== ========== ========== ========== ==========
Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without
call or prepayment penalties. The maturities of investments in fixed
maturities at December 31, 2001 are shown below:
AVAILABLE FOR SALE HELD TO MATURITY
--------------------- ---------------------
AMORTIZED AMORTIZED
COST FAIR VALUE COST FAIR VALUE
---------- ---------- ---------- ----------
(In thousands)
Due in one year or less.................... $ 4,223 $ 4,303 $ - $ -
Due after one year through five years...... 48,095 48,167 1,135 1,239
Due after five years through ten years..... 10,406 10,453 - -
Due after ten years........................ - - - -
---------- ---------- ---------- ----------
62,724 62,923 1,135 1,239
Mortgage-backed securities................. 4,819 4,732 - -
---------- ---------- ---------- ----------
$ 67,543 $ 67,655 $ 1,135 $ 1,239
========== ========== ========== ==========
Realized gains and losses from sales of fixed maturities are shown below:
GROSS REALIZED GAINS GROSS REALIZED LOSSES
-------------------- ---------------------
(In thousands)
1999.............................. $ 63 $ 6
2000.............................. 204 60
2001.............................. 2,654 -
NAICO is required by several states to deposit securities with state
regulators as a condition of doing business in those states. As of December
31, 2000 and 2001, the carrying value of these deposits totaled approximately
$5.9 million and $6.0 million, respectively.
PAGE F-13
NOTE 3. UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES
NAICO provides a reserve for estimated losses (reported and unreported)
and loss adjustment expenses based on historical experience and payment
reporting patterns for the type of risk involved. These estimates are based on
data available at the time of the estimate and such estimates are periodically
reviewed by independent professional actuaries. Inherent in the estimates of
the ultimate liability for unpaid claims are expected trends in claim
severity, claim frequency and other factors that may vary as claims are
settled. The amount and uncertainty in the estimates are affected by such
factors as the amount of historical claims experience relative to the
development period for the type of risk, knowledge of the actual facts and
circumstances, and the amount of insurance risk retained. The ultimate cost
of insurance claims can be adversely affected by increased costs such as
medical expenses, repair expenses, costs of providing legal defense for
policyholders, increased jury awards and court decisions and legislation that
define and expand insurance coverage subsequent to the time that the insurance
policy was priced and sold. Salvage and subrogation recoverables are accrued
using the "case basis" method for large recoverables and statistical
estimates based on historical experience for smaller recoverables.
Recoverable amounts deducted from NAICO's net liability for unpaid losses
and loss adjustment expenses were approximately $3.5 million and $5.0 million
at December 31, 2000 and 2001, respectively. Although such estimates are
management's best estimates of the expected values, the ultimate liability
for unpaid claims may vary from these values. NAICO does not discount the
liability for unpaid losses and loss adjustment expenses.
The following table sets forth a reconciliation of the beginning and
ending unpaid losses and loss adjustment expenses which are net of
reinsurance deductions.
YEAR ENDED DECEMBER 31,
--------------------------------
1999 2000 2001
---------- ---------- ----------
(In thousands)
Net balance before provision for uncollectible reinsurance
at beginning of year................................................ $ 39,570 $ 51,123 $ 46,588
---------- ---------- ----------
Net losses and loss adjustment expenses incurred related to:
Current year........................................................ 65,139 60,020 39,881
Prior years......................................................... 3,520 4,979 12,669
---------- ---------- ----------
Total............................................................ 68,659 64,999 52,550
---------- ---------- ----------
Net paid losses and loss adjustment expenses related to:
Current year........................................................ (33,210) (33,525) (22,596)
Prior years......................................................... (23,896) (36,009) (43,799)
---------- ---------- ----------
Total............................................................ (57,106) (69,534) (66,395)
---------- ---------- ----------
Balance before provision for uncollectible reinsurance at end of year.. 51,123 46,588 32,743
Adjustments to reinsurance recoverables on
unpaid losses for uncollectible reinsurance......................... 255 119 69
---------- ---------- ----------
Net balance at end of year............................................. $ 51,378 $ 46,707 $ 32,812
========== ========== ==========
During 2001, NAICO experienced adverse loss development related to prior
accident years totaling $12.7 million. This adverse loss development was due
primarily to increased loss severity in the standard property and casualty and
political subdivisions programs. A substantial part of this loss development
was for workers compensation losses in the 1999 accident year. NAICO's net
retention for workers compensation losses increased substantially in 1999 due
to the rescission of certain reinsurance treaties covering this line of
business. Also contributing to the adverse loss development were provisions
for potentially uncollectible reinsurance and deductibles of approximately
$1.2 million during 2001, an increase in losses in the surety bond program and
approximately $878,000 in losses for the runoff of the discontinued group
accident and health program.
PAGE F-14
NAICO does not ordinarily insure against environmental matters as that
term is commonly used. However, in some cases, regulatory filings made by
NAICO on behalf of an insured can make NAICO directly liable to the regulatory
authority for property damage which could include environmental pollution. In
those cases, NAICO ordinarily has recourse against the insured or the surety
bond principal for amounts paid. NAICO has insured certain trucking companies
and pest control operators that are required to provide proof of insurance
which in some cases assures payment for clean-up and remediation of damage
resulting from sudden and accidental release or discharge of contaminants or
other substances which may be classified as pollutants. NAICO also provides
surety bonds for construction contractors that use or have control of such
substances and for contractors that remove and dispose of asbestos as a part
of their contractual obligations. NAICO also insures independent oil and gas
producers that may purchase coverage for the escape of oil, saltwater, or
other substances which may be harmful to persons or property, but may not
generally be classified as pollutants. NAICO maintains claims records which
segregate this type of risk for the purpose of evaluating environmental risk
exposure. Based upon the nature of such lines of business with insureds of
NAICO, and current data regarding the limited severity and infrequency of such
matters, it appears that potential environmental risks are not a significant
portion of claims reserves and therefore would not likely have a material
impact, if any, on the consolidated financial condition, results of operations
or cash flows of Chandler USA.
At this time, NAICO has not received any claims related to the September
11, 2001 terrorist attacks on the World Trade Center and does not believe that
it has any significant exposure to these and related losses. While several of
NAICO's reinsurers did experience significant losses related to these attacks,
it currently does not appear that these losses will impair the reinsurers'
ability to pay claims.
NOTE 4. DEBENTURES
On July 16, 1999, Chandler USA completed a public offering of $24 million
principal amount of senior debentures with a maturity date of July 16, 2014.
The debentures were priced at $1,000 each with an interest rate of 8.75% and
are redeemable by Chandler USA on or after July 16, 2009 without penalty or
premium. The proceeds to Chandler USA before expenses but after the
underwriter's discount were $23.16 million. The proceeds of the offering were
used to repay existing bank debt, to repay amounts owed by Chandler USA to its
parent, Chandler Barbados, and for general corporate purposes. As of December
31, 2001, Chandler USA has capitalized $1.4 million related to debt issuance
costs for the debentures. These costs are being amortized as interest expense
over the term of the debentures. Chandler USA's subsidiaries and affiliates
are not obligated by the debentures. Accordingly, the debentures are
effectively subordinated to all existing and future liabilities and
obligations of Chandler USA's existing and future subsidiaries. The indenture
governing the debentures contains certain restrictive covenants, including
covenants that limit subsidiary debt, issuance or sale of subsidiary stock,
incurring of liens, sale-leaseback transactions for a period of more than
three years, mergers, consolidations and sales of assets. At December 31,
2001, Chandler USA was in compliance with all covenants.
NOTE 5. SHAREHOLDER'S EQUITY
CAPITAL STOCK
In addition to the regulatory oversight of NAICO by the Oklahoma
Department of Insurance, Chandler Insurance and Chandler USA are also subject
to regulation under the insurance laws of Oklahoma (the "Oklahoma Insurance
Code"). In addition to various reporting requirements imposed on Chandler
Insurance and Chandler USA, the Oklahoma Insurance Code requires any person
who seeks to acquire or exercise control over NAICO (which is presumed to
exist if any person owns 10% or more of Chandler Insurance's or Chandler
USA's outstanding voting stock) to file and obtain approval of certain
applications with the Oklahoma Department of Insurance regarding their
proposed ownership of such shares.
PAGE F-15
STATUTORY FINANCIAL INFORMATION AND MINIMUM CAPITAL REQUIREMENTS
NAICO is required to file financial statements with state regulatory
authorities prepared on a statutory basis which differs from GAAP. Statutory
net income (loss) and statutory capital and surplus of NAICO are as follows:
1999 2000 2001
---------- ---------- ----------
(In thousands)
Statutory net income (loss)..... $ (1,455) $ 2,915 $ 3,472
Statutory capital and surplus... $ 44,638 $ 48,550 $ 49,060
In 1998, the National Association of Insurance Commissioners ("NAIC")
adopted codified statutory accounting principles ("Codification").
Codification changed, to some extent, prescribed statutory accounting
practices and resulted in changes to the accounting practices that NAICO uses
to prepare its statutory financial statements. The State of Oklahoma adopted
Codification to be effective January 1, 2001. The adoption of Codification
increased NAICO's statutory policyholders' surplus by $3.5 million as of
January 1, 2001 which resulted primarily from the recognition of a net
deferred tax asset.
The Oklahoma Insurance Code includes certain prescribed practices that
differ from those under Codification. Specifically, office equipment,
furniture and other such property constituting less than 3% of otherwise
admitted assets are admissible under the Oklahoma Insurance Code. Under
Codification and the prescribed statutory accounting practices that were in
effect prior to January 1, 2001, office equipment, furniture and other such
property are not admitted. This prescribed accounting practice increased
NAICO's statutory capital and surplus by $1.4 million and $1.1 million at
December 31, 2000 and 2001, respectively. There is no difference between
NAICO's statutory net income under Codification and practices prescribed by
the Oklahoma Insurance Code.
The Oklahoma Insurance Commissioner has the right to permit other
specific practices that deviate from prescribed practices. NAICO does not
have any such permitted practices.
The NAIC has adopted risk-based capital ("RBC") standards for domestic
property and casualty insurance companies. The RBC standards are designed to
assist insurance regulators in analytically determining a level of capital
and surplus that would be sufficient to withstand reasonably foreseeable
adverse events associated with underwriting risk, investment risk, credit risk
and loss reserve risk. NAICO is subject to the RBC standards. Based on
available information, management believes NAICO complied with the RBC
standards at December 31, 2000 and 2001.
At periodic intervals, various insurance regulatory authorities routinely
examine the required statutory financial statements of NAICO as part of their
legally prescribed oversight of the insurance industry. Based on these
examinations, the regulators can direct such financial statements to be
adjusted in accordance with their findings.
DIVIDEND RESTRICTIONS
The amount of cash shareholder dividends that NAICO can pay to Chandler
USA within any one year without the approval of the Oklahoma Department of
Insurance is generally limited to the greater of (i) statutory net income
excluding realized capital gains for the preceding year, or (ii) 10% of
statutory surplus as regards policyholders as of the preceding December 31
with such amount not to exceed NAICO's statutory earned surplus. Based on
this criteria the maximum shareholder dividend NAICO may pay in 2002 without
the approval of the Oklahoma Department of Insurance is approximately $4.9
million. NAICO paid cash shareholder dividends totaling $2.5 million and
$7.0 million to Chandler USA in 2000 and 2001, respectively. The Oklahoma
Department of Insurance approved the payment of the extraordinary dividend by
NAICO to Chandler USA in 2001.
The future payment of shareholder dividends also depends upon the
earnings, financial position and cash requirements of Chandler USA, as well as
regulatory limitations and such other factors as the board of directors may
deem relevant.
NAICO is subject to regulations which restrict its ability to pay
dividends to policyholders. The maximum amount of available policyholder
dividends is limited to statutory earned surplus (approximately $16.4 million
as of December 31, 2001). NAICO paid approximately $465,000, $294,000 and
$183,000 in policyholder dividends during 1999, 2000 and 2001, respectively.
PAGE F-16
NOTE 6. INCOME TAXES
Chandler USA and its wholly owned subsidiaries file a consolidated U.S.
Federal income tax return. The income taxes reflected in the accompanying
consolidated statements of operations differ from those expected using U.S.
Federal enacted income tax rates as noted by the following:
1999 2000 2001
-------- -------- --------
(In thousands)
Computed income tax provision (benefit) at 34% ...... $ 95 $(1,860) $ (369)
Increase (decrease) in income taxes resulting from:
Amortization of licenses and other intangibles ... 271 388 259
Interest income on tax exempt securities ......... (140) (147) (56)
Other, net ....................................... 139 143 184
-------- -------- --------
Federal income tax provision (benefit) .............. $ 365 $(1,476) $ 18
======== ======== ========
U.S. Federal income tax provision (benefit) consists of:
CURRENT DEFERRED TOTAL
-------- -------- --------
(In thousands)
1999 ................................................ $ 1,127 $ (762) $ 365
2000 ................................................ (1,268) (208) (1,476)
2001 ................................................ (1,005) 1,023 18
Deferred income tax provision (benefit) relating to temporary differences
includes the following components:
1999 2000 2001
-------- -------- --------
(In thousands)
Loss reserve discounts .............................. $ (500) $ 486 $ 754
Unearned premiums ................................... (1,168) 481 256
Deferred policy acquisition costs ................... 1,093 (1,070) (151)
Reserve for uncollectible premiums receivable
and reinsurance recoverables ..................... (63) (39) 182
Depreciation and lease expense ...................... (46) (46) (52)
Other ............................................... (78) (20) 34
-------- -------- --------
$ (762) $ (208) $ 1,023
======== ======== ========
The tax effect of temporary differences between the consolidated financial
statement carrying amounts and tax bases of assets and liabilities that give
rise to significant portions of the net deferred tax assets, which are included
in other assets, at December 31, relate to the following:
2000 2001
---------- ----------
(In thousands)
Deferred tax assets:
Loss reserve discounts...................................................... $ 2,956 $ 2,202
Unearned premiums........................................................... 2,117 1,861
Reserve for uncollectible premiums receivable and reinsurance recoverables.. 282 100
Compensated absences ....................................................... 146 193
Deferred policy acquisition costs .......................................... 4 155
Net operating loss carryforwards - state ................................... 2,549 2,750
Other ...................................................................... 215 516
Valuation allowance ........................................................ (2,549) (2,750)
---------- ----------
Total deferred tax assets ..................................................... 5,720 5,027
---------- ----------
Deferred tax liabilities:
Depreciation and lease expense ............................................. 768 716
Amortization of discount on fixed maturity investments ..................... 216 212
Unrealized gain on investments available for sale .......................... 200 197
Other ...................................................................... 327 372
---------- ----------
Total deferred tax liabilities ................................................ 1,511 1,497
---------- ----------
Net deferred tax assets ....................................................... $ 4,209 $ 3,530
========== ==========
PAGE F-17
At December 31, 2001, Chandler USA had net operating loss carryforwards
available for Oklahoma state tax purposes totaling approximately $45.8 million
which expire in the years 2003 through 2016. A valuation allowance has been
provided for the tax effect of the state net operating loss carryforwards
since realization of such amounts is not considered more likely than not.
NOTE 7. EMPLOYEE BENEFITS
Chandler USA and its subsidiaries participate in a defined contribution
retirement plan established under Section 401(k) of the Internal Revenue Code.
All full time employees who have completed one year of service and attained
age 21 may elect to participate in the 401(k) plan. Participants may
contribute up to 15% of compensation, not to exceed the statutory limitations
which for 2001 was $10,500. Chandler USA matches 50% of the first $2,000, 40%
of the next $3,000, 30% of the next $3,000 and 25% of the remaining employee
contributions up to a maximum employer contribution of $3,725 per employee per
year. In addition, Chandler USA may make additional annual contributions to
the 401(k) plan at its discretion. Chandler USA's expense for 401(k) plan
contributions was $276,000, $307,000 and $310,000 for 1999, 2000 and 2001,
respectively.
NOTE 8. FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS
The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS 107,
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS. The estimated fair
value amounts have been determined by Chandler USA, using available market
information and appropriate valuation methodologies. However, considerable
judgment is necessarily required in interpreting market data to develop the
estimates of fair value. Accordingly, the estimates of fair values presented
herein are not necessarily indicative of the amounts that Chandler USA could
realize in a current market exchange. The use of different market assumptions
and/or estimation methodologies may have a material effect on the estimated
fair value amounts.
A number of Chandler USA's significant assets (including deferred policy
acquisition costs, property and equipment, reinsurance recoverables, prepaid
reinsurance premiums, licenses and excess of cost over net assets acquired)
and liabilities (including unpaid losses and loss adjustment expenses and
unearned premiums) are not considered financial instruments. Based on the
short term nature or other relevant characteristics, Chandler USA has
concluded that the carrying value of other assets and liabilities considered
financial instruments, such as cash equivalents, premiums receivable,
policyholder deposits, accrued taxes and other payables, and premiums payable,
approximates their fair value as of December 31, 2000 and 2001. The estimated
fair values of Chandler USA's fixed-maturity and equity security investments
are disclosed at Note 2. At December 31, 2001, the fair value of Chandler
USA's debentures was estimated to be $22.5 million based on quoted market
prices for similar securities. Chandler USA's debentures have not
historically traded regularly, and settlement at the reported fair value may
not be possible. The debentures are redeemable by Chandler USA on or after
July 16, 2009 without penalty or premium.
NOTE 9. LITIGATION
GOING PRIVATE LITIGATION
On June 5 and 6, 2000, three civil lawsuits were filed against Chandler
Insurance, Chandler USA and all of Chandler Insurance's directors. All three
suits were consolidated into a single proceeding. The suit alleged that the
plans announced on June 1, 2000 to take Chandler Insurance private are
detrimental to certain shareholders of Chandler Insurance that would be
subject to a reverse stock split. Each suit also requested that it be
certified as a class action and that the court enter a temporary restraining
order to prevent completion of the announced plan. The suit also alleged that
all defendants have breached and are breaching fiduciary duties owed to the
plaintiffs and other shareholders. In March 2001, Chandler Insurance
completed the going private transaction (See Note 13). On October 5, 2001,
the suits were dismissed.
CENTRA LITIGATION
Chandler Insurance and certain of its subsidiaries and affiliates,
including Chandler USA, have been involved in various matters of litigation
with CenTra, Inc. ("CenTra") and certain of its affiliates, officers and
directors (the "CenTra Group") since 1992.
PAGE F-18
During the CenTra litigation, a Nebraska Federal Court had previously
ordered CenTra to divest all shares of Chandler Insurance stock owned or
controlled by it or its affiliates. In December 1999, Chandler Insurance
acquired 1,989,200 shares of its own stock in exchange for payment of
$15,204,758 to the CenTra Group and affiliates. During November 2000,
Chandler Insurance acquired the remaining 1,142,625 of its common shares in
exchange for payment of $6,882,500 to the CenTra Group and affiliates pursuant
to a ruling of the U.S. District Court for the Western District of Oklahoma
(the "Oklahoma Court") in April 1997, which was upheld by the 10th Circuit
Court of Appeals in September 2000. The Nebraska Federal Court determined the
method of divestiture of these shares and gave effect to the Oklahoma Court
judgment ordering the repurchase of the shares which resulted in the above
payments.
Following the execution of the judgment of the Nebraska Federal Court,
the CenTra Group filed pleadings in the Oklahoma Court claiming entitlement to
post-judgment interest on the amounts Chandler Insurance was ordered to pay in
exchange for the transfer of the shares. CenTra claims that it is entitled to
post-judgment interest amounting to approximately $2.5 million. Chandler
Insurance vigorously opposes this claim and the issue is now pending before
the Oklahoma Court. The Oklahoma Court has asked for briefs and may hear
arguments but has not scheduled a date for decision of these issues.
In 1997, NAICO learned that several CenTra affiliates had filed two
lawsuits against NAICO, NAICO Indemnity (Cayman), Ltd. ("NAICO Indemnity"), a
wholly owned subsidiary of Chandler Insurance, and certain NAICO officers
asserting some of the same claims made and tried in the Oklahoma Court. Those
claims were purportedly prosecuted by CenTra on its own behalf and on behalf
of its subsidiaries and were based upon alleged wrongful cancellation of their
insurance policies by NAICO and NAICO Indemnity. The Oklahoma Court entered a
judgment against CenTra on these claims. NAICO and NAICO Indemnity contend
that the Oklahoma Court's adjudication is conclusive as to all claims. The
lawsuits were consolidated and assigned to the same judge who presided over
the action in the Oklahoma Court. Judgment was entered in favor of all
defendants dismissing the claims during February 2002. The CenTra affiliates
have not indicated whether they will appeal this judgment.
Ten derivative claims were brought by CenTra and tried in the Oklahoma
Court during 1997, and the jury found in CenTra's favor on three. Certain
officers were directed to repay to Chandler USA bonuses received for the years
1988 and 1989 totaling $711,629 and a total of $25,000 for personal use of
corporate aircraft. These amounts were recorded as receivables by Chandler
USA and are included in other assets in the accompanying consolidated balance
sheets. On the remaining derivative claim relating to the acquisition of
certain insurance agencies in 1988, the jury awarded $1 each against six
officers and/or directors.
In the CenTra litigation, certain officers and directors of Chandler USA
and Chandler Insurance were named as defendants. In accordance with its
Articles of Association, Chandler Insurance and its subsidiaries have advanced
the litigation expenses of these persons in exchange for undertakings to repay
such expenses if those persons are later determined to have breached the
standard of conduct provided in the Articles of Association. These expenses
together with certain other expenses may be recovered from Chandler
Insurance's director and officer liability insurance policy (the "D&O
Insurer"). As a result of various events in 1995, 1996 and 1997, Chandler
Barbados and Chandler USA recorded estimated recoveries of costs from its D&O
Insurer totaling $3,456,000 and $1,044,000, respectively, for reimbursable
amounts previously paid that relate to allowable defense and litigation costs
for such parties. Chandler Barbados and Chandler USA received payment for a
1995 claim during 1996 in the amount of $636,000 and $159,000, respectively.
The balance of $2,820,000 and $885,000 is included in other assets in Chandler
Barbados' and Chandler USA's respective balance sheets. Chandler Insurance
and its subsidiaries contend they are entitled to a total of $5 million under
the applicable insurance policy to the extent they have advanced reimbursable
expenses. The D&O Insurer contends that certain policy provisions exclude
coverage for these claims. On August 22, 2001, Chandler Insurance and its
subsidiaries, including Chandler USA, filed an action in the State District
Court in Oklahoma City, Oklahoma ("Oklahoma State Court") alleging that the
director and officer liability insurance policies should be rescinded and
seeking repayment of more than $5 million in premiums they previously paid.
Chandler Insurance and its subsidiaries are currently involved in litigation
with the insurer for payment of the policy balance or rescission and repayment
of premiums previously paid. The litigation is pending in the Oklahoma State
Court and in Federal Court in Michigan. These separate cases are still in the
early pleading stages and Chandler USA cannot predict the date of resolution
or the outcome of these cases. Chandler Insurance and its subsidiaries may or
may not recover the remaining policy limits or the previously paid premiums
and could incur significant costs in resolving this matter.
The ultimate outcome of litigation described above could have a material
adverse effect on Chandler USA and Chandler Insurance and could negatively
impact future earnings and cash flows.
PAGE F-19
OTHER LITIGATION
Chandler USA and its subsidiaries are not parties to any other material
litigation other than as is routinely encountered in their respective business
activities.
NOTE 10. COMMITMENTS AND CONTINGENCIES
REINSURANCE
In the ordinary course of business, NAICO cedes insurance to other
insurers and reinsurers under various reinsurance treaties that cover
individual risks (facultative reinsurance) or entire classes of business
(treaty reinsurance). Reinsurance provides greater diversification of
business written and also reduces NAICO's exposure arising from high limits of
liability or from hazards of an unusual nature. Amounts recoverable from
reinsurers are estimated in a manner consistent with the claim liability
associated with the reinsured policies. In formulating its reinsurance
programs, NAICO considers numerous factors, including the financial stability
of the reinsurer, ability to provide sufficient collateral (if required),
reinsurance coverage offered and price.
NAICO has structured separate reinsurance programs for construction
surety bonds, property (including inland marine), workers compensation,
casualty (including automobile liability, general liability, umbrella
liability and related professional liability) and automobile physical
damage. Chandler Barbados reinsures NAICO for a portion of the risk on the
construction surety bonds, workers compensation and casualty reinsurance
programs. A portion of the risk that Chandler Barbados assumes from NAICO is
reinsured by Chandler Insurance.
In addition, NAICO purchases catastrophe protection to limit its
retention for single loss occurrences involving multiple policies and/or
policyholders, such as floods, winds and severe storms. NAICO also purchases
facultative reinsurance when it writes a risk with limits of liability
exceeding the maximum limits of its treaties or when it otherwise considers
such action appropriate.
Treaty reinsurance may be ceded under treaties on both a pro rata or
proportional basis (where the reinsurer shares proportionately in premiums and
losses) and an excess of loss basis (where only losses above a specific amount
are reinsured). The availability, costs and limits of reinsurance purchased
can vary from year to year based upon prevailing market conditions,
reinsurers' underwriting results and NAICO's desired risk retention levels.
A majority of NAICO's reinsurance programs renew on January 1, April 1 or
July 1 of each year. NAICO renewed all January 1, 2002 reinsurance programs.
At the present time, NAICO expects to renew the reinsurance programs that
renew on April 1 or July 1, 2002, as applicable.
NAICO periodically reviews certain prospective single year reinsurance
treaties, subject to commutation provisions therein, to determine if it is
advantageous to assume the estimated loss exposure on expired insurance
policies covered by such treaties in exchange for return premiums.
Commutation of such reinsurance treaties will be determined in future periods
based on timely review of all available data. NAICO reviews the historical
results for reinsurance contracts with similar commutation provisions and
accrues for such commutations where a commutation election is considered
probable, which resulted in a decrease in net premiums earned of $877,000 and
$1,094,000 in 1999 and 2000, respectively. NAICO did not accrue for any
commutations during 2001.
Transamerica Occidental Life Insurance Company ("Transamerica") reinsured
NAICO for certain workers compensation risks during 1989, 1990 and 1991.
Beginning in 1996, Transamerica refused to pay NAICO for balances that it owed
under the reinsurance treaties. Transamerica owed NAICO approximately $1.5
million for reinsurance recoverables on paid losses and loss adjustment
expenses as of December 31, 2001. NAICO is currently engaged in arbitration
in order to enforce the terms of the reinsurance treaties.
Reliance Insurance Company ("Reliance") reinsured NAICO for certain
workers compensation risks during 1998 and 1999. During the fourth quarter of
1999, NAICO and Reliance rescinded two reinsurance treaties which had been in
effect since January 1, 1999. NAICO received a return of ceded premiums and
reassumed certain losses as a result of the rescission. The reinsurer also
paid NAICO a fee of $10 million as additional compensation for rescinding the
treaties. At December 31, 2001, NAICO had reinsurance recoverables from
Reliance for paid and unpaid losses relating to the 1998 treaties of
approximately $2.2 million. During October 2001, the Commonwealth of
Pennsylvania placed Reliance in liquidation. At this time, NAICO is unable to
determine the amount of its reinsurance recoverables from Reliance that will
ultimately be collected.
PAGE F-20
Reinsurance contracts do not relieve an insurer from its obligation to
policyholders. Failure of reinsurers to honor their obligations could result
in losses to Chandler USA; consequently, adjustments to ceded losses and loss
adjustment expenses are made for amounts deemed uncollectible. NAICO did not
incur any charges for uncollectible reinsurance recoverables from unaffiliated
reinsurers in 1999 or 2000. During 2001, NAICO incurred charges of $454,000
in adjustments to ceded losses and loss adjustment expenses for amounts deemed
uncollectible, and has reduced the carrying value of such amounts by
approximately $1.1 million as of December 31, 2001.
The effect of reinsurance on premiums written and earned was as follows:
1999 2000 2001
-------------------- -------------------- --------------------
WRITTEN EARNED WRITTEN EARNED WRITTEN EARNED
--------- --------- --------- --------- --------- ---------
(In thousands)
Direct........................... $169,449 $152,314 $197,041 $190,627 $158,741 $171,378
Assumed.......................... 120 133 155 140 223 223
Ceded............................ (65,297) (65,349) (118,751) (105,248) (93,541) (101,616)
--------- --------- --------- --------- --------- ---------
Net premiums..................... $104,272 $ 87,098 $ 78,445 $ 85,519 $ 65,423 $ 69,985
========= ========= ========= ========= ========= =========
Losses and loss adjustment expenses are reported net of the effect of
reinsurance recoveries and recoverables in the consolidated statements of
operations. Ceded losses and loss adjustment expenses were $70.4 million,
$73.1 million and $99.9 million for 1999, 2000 and 2001, respectively.
SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK
NAICO conducts its business through individual independent insurance
agencies and underwriting managers. Certain of these underwriting managers
have provided collateral to NAICO to secure a portion of the premiums
receivable. Substantially all of the principal shareholders of the
independent agencies and underwriting managers have provided personal
guarantees for payment of premiums to NAICO. NAICO also requires certain
policyholders to pay a deposit at the time of inception of coverage to secure
payment of future premiums or other policy related obligations. Receivables
under installment plans do not exceed the corresponding liability for unearned
premiums. Total consolidated premiums receivable at December 31, 2000 and
2001 were $33.5 million and $24.2 million, respectively. Receivables for
deductibles, in most cases, are secured by cash deposits and letters of
credit. At December 31, 2001, NAICO maintained custody of such letters of
credit securing these and other transactions totaling approximately $11.2
million, which is a reasonable estimate of their fair value. These letters
of credit are not reflected in the accompanying consolidated financial
statements. There were no unaffiliated independent insurance agents that
produced 10% or more of NAICO's direct written and assumed premiums during
1999, 2000 or 2001.
NAICO's bail bond underwriting manager was responsible for gross written
premiums of $2.8 million, $2.5 million and $2.3 million during 1999, 2000 and
2001, respectively.
Approximately $37.3 million, or 38% of NAICO's reinsurance recoverables
and prepaid reinsurance premiums at December 31, 2001 are collateralized by
premiums payable to the reinsurers, securities pledged in trust or letters of
credit for the benefit of NAICO. Chandler USA believes the above value of
such collateral is a reasonable estimate of their fair value. NAICO's
reinsurance contracts include provisions for offsets against premiums owed to
the reinsurers.
PAGE F-21
The following table sets forth certain information related to NAICO's
five largest reinsurers determined on the basis of net reinsurance
recoverables as of December 31, 2001.
CEDED REINSURANCE
NET PREMIUMS FOR A.M. BEST
REINSURANCE THE YEAR ENDED COMPANY
NAME OF REINSURER RECOVERABLE (1) DECEMBER 31, 2001 RATING
- --------------------------------------------------------- --------------- ------------------ ---------
(Dollars in thousands)
Swiss Reinsurance America Corporation ................... $ 29,979 $ 22,275 A++
GE Reinsurance Corporation .............................. 18,749 13,348 A++
Chandler Barbados ....................................... 17,794 23,455 -(2)
Zurich American Insurance Company ....................... 7,864 - A+
Red River Reinsurance, Ltd. ............................. 5,642 5,933 -(3)
--------------- ------------------
Top five reinsurers ................................ $ 80,028 $ 65,011
=============== ==================
All reinsurers ..................................... $ 98,985 $ 93,541
=============== ==================
Percentage of total represented by top five reinsurers... 81% 70%
- ---------------------------------------------------------
(1) Includes losses and loss adjustment expenses paid and outstanding, unpaid losses and
loss adjustment expenses and prepaid reinsurance premiums recoverable from reinsurers
as of December 31, 2001.
(2) Chandler Barbados owns 100% of the common stock of Chandler USA, which in turn owns
100% of the common stock of NAICO. Although Chandler Barbados is not subject to the
minimum capital, audit, reporting and other requirements imposed by regulation upon
United States reinsurance companies, as a foreign reinsurer, it is required to secure
its reinsurance obligations by depositing acceptable securities in trust for NAICO's
benefit. At December 31, 2001, Chandler Barbados had cash and investments with a fair
value of $19.3 million deposited in a trust account for the benefit of NAICO.
(3) Red River Reinsurance, Ltd. ("Red River") is required to secure its reinsurance obligations
by depositing acceptable securities in trust for NAICO's benefit. At December 31, 2001,
Red River's reinsurance recoverables were collateralized by cash and investments with a
fair value of $5.4 million deposited in a trust account for the benefit of NAICO and by
premiums payable to Red River of approximately $1.1 million.
OTHER
See Note 9 regarding contingencies relating to litigation matters.
Chandler USA has an employment agreement with W. Brent LaGere, Chairman
of the Board and Chief Executive Officer of Chandler USA and its subsidiaries.
Under this agreement, Mr. LaGere's base compensation is established at not
less than $250,000 per year. In the event that Mr. LaGere is terminated
without cause, as defined in the agreement, he is entitled to receive his base
compensation for the remainder of the term of the agreement, but in no event
for more than 60 months. The agreement will terminate upon Mr. LaGere
attaining age 70, unless earlier terminated by Chandler USA for cause. In
addition to his base compensation, Mr. LaGere is eligible to receive certain
benefits and bonuses from Chandler USA and its subsidiaries.
Chandler USA has an employment agreement with Brenda B. Watson, an
executive officer of NAICO and L&W. Under this agreement, Ms. Watson's base
compensation is established at not less than $125,000 per year. The agreement
terminates on December 31, 2003, unless earlier terminated by Chandler USA for
cause, as defined in the agreement. In the event that Ms. Watson is
terminated without cause, she is entitled to receive her base compensation
through the termination date. In addition to her base compensation, Ms.
Watson is eligible to receive certain benefits and to participate in an
incentive bonus plan offered by Chandler USA and its subsidiaries.
In addition, certain executives are eligible to receive bonuses based
upon various factors.
PAGE F-22
NAICO is subject to a variety of assessments related to insurance
activities, including those by state guaranty funds and workers compensation
second-injury funds. The amounts and timing of such assessments are beyond
the control of NAICO. NAICO provides for these charges on a current basis by
applying historical factors to premiums earned. Actual results may vary from
these values and adjustments therefrom are necessary to maintain an adequate
reserve for these assessments. The reserve for unpaid assessments was
approximately $577,000 and $921,000 at December 31, 2000 and 2001,
respectively. In certain cases, NAICO is permitted to recover a portion of
its assessments generally as a reduction to premium taxes paid to certain
states. NAICO has recorded receivables in the amount that it expects to
recover of approximately $65,000 and $798,000 at December 31, 2000 and 2001,
respectively. NAICO may receive additional guaranty fund assessments in the
future related to Reliance or other insolvent insurance companies. At this
time, NAICO is unable to estimate the amount of such assessments.
At December 31, 2001, Chandler USA's subsidiaries were committed under
noncancellable operating leases for certain equipment and office space.
Rental payments under these leases were $454,000, $566,000 and $1,109,000 in
1999, 2000 and 2001, respectively. Future minimum lease payments are as
follows:
(In thousands)
2002.............. $ 1,057
2003.............. 826
2004.............. 240
2005.............. 93
2006.............. 20
--------------
$ 2,236
==============
During March 2001, Chandler USA entered into a $3.8 million sale and
leaseback transaction for certain owned equipment. Chandler USA agreed to
lease the equipment for three years with monthly rental installments equal to
the sum of (i) $22,167 plus (ii) interest on the unpaid lease balance at a
floating interest rate of 1% over Chase Manhattan Bank Prime, which was 4.75%
at December 31, 2001. The sale and leaseback transaction resulted in a
reduction of property and equipment of $1.9 million and a deferred gain of
$2.0 million which is included in accrued taxes and other payables. Chandler
USA has the option to repurchase the equipment at the end of the lease for
approximately $3.0 million, or may elect to have the lessor sell the
equipment. If the election to sell the equipment is made, Chandler USA would
retain any proceeds exceeding $3.0 million. If the proceeds were less than
approximately $2.4 million, Chandler USA would be required to pay the
difference between the proceeds and $2.4 million.
NOTE 11. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Chandler USA leases and has made certain improvements to a rural property
in which certain directors and/or officers of Chandler USA own interests.
Under the lease, no cash rental is paid, but a subsidiary of Chandler USA
drilled a water well on the property and maintains certain structures it
regularly uses. This property provides recreational activities for the
entertainment of customers and business associates of Chandler USA's
subsidiaries. Chandler USA incurred approximately $202,000, $265,000 and
$263,000 in expenses associated with this property during 1999, 2000 and 2001,
respectively, including $8,000, $9,000 and $25,000 paid to Davenport Farms for
reimbursement of certain expenses, such as utility and similar expenses, for
the years 1999, 2000 and 2001, respectively.
During 2001, Chandler USA and Chandler Barbados entered into an
Intercompany Credit Agreement (the "Credit Agreement") covering intercompany
loans between the parties. The Credit Agreement requires interest to be paid
at the prime interest rate published in The Wall Street Journal each month,
and balances owed by either party are payable at any time upon demand. At
December 31, 2001, Chandler Barbados owed approximately $7.9 million to
Chandler USA, and Chandler USA earned $371,000 in interest income from
Chandler Barbados during 2001.
NOTE 12. SEGMENT INFORMATION
Chandler USA has two reportable operating segments: property and
casualty insurance and agency. The segments are managed separately due to the
differences in the nature of the insurance products and services sold.
The property and casualty segment accounted for 91.3%, 90.5% and 91.7% of
1999, 2000 and 2001 consolidated revenues before intersegment eliminations,
respectively. The insurance products are underwritten by NAICO and are
marketed through independent insurance agencies, including L&W. NAICO
underwrites various lines of property and casualty insurance, including surety
bonds and workers compensation insurance. NAICO's main areas of concentration
include the construction, manufacturing, oil and gas, wholesale, service and
retail industries along with political subdivisions. The property and
casualty segment operates primarily in Oklahoma and Texas, and other
surrounding states. Oklahoma accounted for approximately 48%, 47% and 49% of
gross written premiums in 1999, 2000 and 2001, respectively, while Texas
accounted for approximately 37%, 42% and 41% of gross written premiums during
the same years. Management evaluates the property and casualty segment's
performance on the basis of growth in gross written premiums and income before
income taxes.
PAGE F-23
The agency segment accounted for 8.7%, 9.5% and 8.3% of 1999, 2000 and
2001 consolidated revenues before intersegment eliminations, respectively.
L&W is appointed by insurers to solicit applications for policies of
insurance, primarily in Oklahoma. L&W represents personal and commercial
lines insurance companies, and markets property and casualty, individual and
group life, medical and disability income coverages. Major target classes of
business are political subdivisions, healthcare facilities, transportation
companies, manufacturers, contractors, oil & gas, retailers, wholesalers and
service organizations. A large portion of certain classes of business
produced by L&W is placed with NAICO. L&W also acts as a surplus lines broker
specializing in risk management and brokering insurance for commercial
enterprises. L&W places direct agency business as well as business from other
agents with specialty insurance companies. Management evaluates the agency
segment's performance on the basis of commission income generated and income
before income taxes.
Chandler USA accounts for intercompany sales and transactions as if they
were to third parties and attempts to set fees consistent with those that
would apply in arm's length transactions with a non-affiliate. There can be
no assurance the rates charged reflect those that would have been agreed upon
following an arm's length negotiation.
The following table presents a summary of Chandler USA's operating
segments for the years ended December 31:
PROPERTY
AND ALL INTERSEGMENT REPORTED
AGENCY CASUALTY OTHER ELIMINATIONS BALANCES
------------ ------------ ------------ ------------ ------------
(In thousands)
1999
Revenues from external customers .................... $ 1,495 $ 97,084 $ - $ - $ 98,579
Intersegment revenues ............................... 8,171 178 - (8,349) -
Interest income, net ................................ 32 3,927 - - 3,959
Interest expense .................................... 1 1,495 - - 1,496
Segment profit (loss) before income taxes (1) ....... 119 1,015 (856) - 278
Segment assets ...................................... 4,604 261,364 - (9,132) 256,836
Depreciation and amortization ....................... 83 1,494 648 - 2,225
2000
Revenues from external customers .................... $ 1,291 $ 85,637 $ - $ - $ 86,928
Intersegment revenues ............................... 8,142 184 - (8,326) -
Interest income, net ................................ 54 4,281 - - 4,335
Interest expense .................................... 1 2,254 - - 2,255
Segment profit (loss) before income taxes (1) ....... (411) (3,997) (1,063) - (5,471)
Segment assets ...................................... 5,394 278,021 - (9,917) 273,498
Depreciation and amortization ....................... 68 1,532 992 - 2,592
2001
Revenues from external customers .................... $ 1,743 $ 70,026 $ - $ - $ 71,769
Intersegment revenues ............................... 5,132 60 - (5,192) -
Interest income, net ................................ 68 4,003 - - 4,071
Interest expense .................................... - 2,240 - - 2,240
Segment profit (loss) before income taxes (1) ....... (7) (401) (677) - (1,085)
Segment assets ...................................... 5,936 239,268 - (10,395) 234,809
Depreciation and amortization ....................... 62 1,494 613 - 2,169
- ------------------------------------------------
(1) Includes net realized investment gains.
The following table shows the detail of intersegment eliminations for
segment assets shown in the previous table:
1999 2000 2001
-------------- -------------- --------------
(In thousands)
Segment asset eliminations
Investment in subsidiaries......................................... $ 5,565 $ 5,565 $ 5,565
Other consolidating adjustments.................................... 3,567 4,352 4,830
-------------- -------------- --------------
$ 9,132 $ 9,917 $ 10,395
============== ============== ==============
PAGE F-24
Net premiums earned and losses and loss adjustment expenses within the
property and casualty segment can be identified to Chandler USA designated
insurance programs. Chandler USA's chief operating decision makers review net
premiums earned and losses and loss adjustment expenses in assessing the
performance of an insurance program. In addition, Chandler USA's chief
operating decision makers consider many other factors such as the lines of
business offered within an insurance program and the states in which the
insurance programs are offered. Certain discrete financial information is not
readily available by insurance program, including assets, interest income, and
investment gains or losses, allocated to each insurance program. Chandler USA
does not consider its insurance programs to be reportable segments, however,
the following supplemental information pertaining to each insurance program's
net premiums earned and losses and loss adjustment expenses is presented for
the property and casualty segment.
YEAR ENDED DECEMBER 31,
--------------------------------------------
INSURANCE PROGRAM 1999 2000 2001
- --------------------------------------------------------------------- -------------- -------------- --------------
(In thousands)
NET PREMIUMS EARNED
Standard property and casualty....................................... $ 56,673 $ 62,823 $ 53,130
Political subdivisions............................................... 14,320 12,826 12,534
Surety bonds......................................................... 7,835 6,467 4,125
Group accident and health (1)........................................ 8,195 3,190 319
Other................................................................ 75 213 (123)
-------------- -------------- --------------
$ 87,098 $ 85,519 $ 69,985
============== ============== ==============
LOSSES AND LOSS ADJUSTMENT EXPENSES
Standard property and casualty....................................... $ 46,099 $ 48,140 $ 37,707
Political subdivisions............................................... 14,734 10,339 11,420
Surety bonds......................................................... 310 2,270 2,339
Group accident and health (1)........................................ 8,584 5,081 878
Other................................................................ (1,068) (831) 206
-------------- -------------- --------------
$ 68,659 $ 64,999 $ 52,550
- ------------------------------------------- ============== ============== ==============
(1) The group accident and health program was discontinued during 2000.
NOTE 13. GOING PRIVATE TRANSACTION - PARENT COMPANY
A special meeting of shareholders of Chandler USA's indirect parent,
Chandler Insurance, was held on March 5, 2001. Three proposals which
constitute a going private transaction were approved at the meeting, and
Chandler Insurance completed the going private transaction in March 2001.
Chandler Insurance financed the going private transaction through (i) a
$2.4 million sale of Chandler Insurance Class A Common Shares to Messrs.
LaGere and Paden, (ii) a $10.7 million intercompany loan from Chandler
Barbados, and (iii) proceeds of approximately $735,000 from the exercise of
outstanding Chandler Insurance options. Chandler USA loaned approximately
$10.7 million to Chandler Barbados. Chandler USA's intercompany loan to
Chandler Barbados was financed by a $3.8 million sale and leaseback
transaction for certain equipment owned by Chandler USA and a $7.0 million
dividend declared and paid by NAICO.
PAGE F-25
NOTE 14. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
A summary of the unaudited quarterly operating results during 2000 and
2001 follows:
Net Interest Realized Income (loss)
premiums income, investment before income Net
earned net gains, net taxes income (loss)
------------ ------------ ------------ ------------- -------------
(In thousands)
2000
- -------------------------
First quarter ........... $ 20,915 $ 1,120 $ - $ (1,982) $ (1,393)
Second quarter .......... 21,390 972 - (2,220) (1,521)
Third quarter ........... 23,355 1,062 142 (141) (216)
Fourth quarter .......... 19,859 1,181 2 (1,128) (865)
------------ ------------ ------------ ------------- -------------
Total year ............ $ 85,519 $ 4,335 $ 144 $ (5,471) $ (3,995)
============ ============ ============ ============= =============
2001
- -------------------------
First quarter ........... $ 18,876 $ 1,162 $ 616 $ (19) $ (112)
Second quarter .......... 18,067 903 266 (415) (352)
Third quarter ........... 17,406 870 712 414 175
Fourth quarter .......... 15,636 1,136 1,060 (1,065) (814)
------------ ------------ ------------ ------------- -------------
Total year ............ $ 69,985 $ 4,071 $ 2,654 $ (1,085) $ (1,103)
============ ============ ============ ============= =============
The fourth quarter of 2001 includes $371,000 in interest income from Chandler
Barbados.
* * * * * * *
PAGE F-26
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholder of
Chandler (U.S.A.), Inc.:
We have audited the accompanying consolidated balance sheet of Chandler
(U.S.A.), Inc. and subsidiaries ("Chandler USA") as of December 31, 2000, and
the related consolidated statements of operations, comprehensive income,
shareholder's equity and cash flows for each of the two years in the period
then ended. Our audits also included the financial statement schedules as of
and for the years ended December 31, 2000 and 1999, listed in the Index at
Item 14. These financial statements and financial statement schedules are
the responsibility of Chandler USA's management. Our responsibility is to
express an opinion on these financial statements and financial statement
schedules based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Chandler (U.S.A.), Inc. and
subsidiaries at December 31, 2000, and the results of their operations and
their cash flows for each of the two years in the period then ended in
conformity with accounting principles generally accepted in the United States
of America. Also, in our opinion, such financial statement schedules, when
considered in relation to the basic consolidated financial statements taken as
a whole, present fairly, in all material respects, the information set forth
therein.
As discussed in Note 9 to the consolidated financial statements, Chandler USA
is involved in various legal proceedings, the outcome of which is uncertain.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Tulsa, Oklahoma
February 16, 2001
(March 5, 2001 as to Note 13)
PAGE F-27
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholder of
Chandler (U.S.A.), Inc.:
We have audited the accompanying consolidated balance sheet of Chandler
(U.S.A.), Inc. and subsidiaries ("Chandler USA") as of December 31, 2001, and
the related consolidated statements of operations, comprehensive income, cash
flows and shareholder's equity for the year then ended. Our audit also
included the financial statement schedules as of and for the year ended
December 31, 2001, listed in the Index at Item 14. These financial
statements and financial statement schedules are the responsibility of
Chandler USA's management. Our responsibility is to express an opinion on
these financial statements and financial statement schedules based on our
audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Chandler
USA at December 31, 2001, and the results of its operations and its cash flows
for the year then ended in conformity with accounting principles generally
accepted in the United States of America. Also, in our opinion, such
financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.
As discussed in Note 9 to the consolidated financial statements, Chandler USA
is involved in various legal proceedings, the outcome of which is uncertain.
/s/ Tullius Taylor Sartain & Sartain LLP
TULLIUS TAYLOR SARTAIN & SARTAIN LLP
Tulsa, Oklahoma
February 4, 2002
PAGE F-28
SCHEDULE I
CHANDLER (U.S.A.), INC. AND SUBSIDIARIES
SUMMARY OF INVESTMENTS - OTHER
THAN INVESTMENTS IN RELATED PARTIES
AS OF DECEMBER 31, 2001
(In thousands)
AMOUNT AT WHICH
SHOWN IN THE
TYPE OF INVESTMENT COST FAIR VALUE BALANCE SHEET
- ---------------------------------------------------------------------- ------------------ -------------- ---------------
FIXED MATURITIES AVAILABLE FOR SALE:
U.S. Treasury securities and obligations of U.S.
government corporations and agencies............................... $ 43,443 $ 43,314 $ 43,314
Corporate obligations................................................. 10,351 10,526 10,526
Public utilities...................................................... 8,930 9,083 9,083
Mortgage-backed securities............................................ 4,819 4,732 4,732
------------------ -------------- ---------------
67,543 67,655 67,655
FIXED MATURITIES HELD TO MATURITY:
U.S. Treasury securities and obligations of U.S.
government corporations and agencies............................... 1,135 1,239 1,135
EQUITY SECURITIES AVAILABLE FOR SALE:
Corporate stock....................................................... - 464 464
------------------ -------------- ---------------
Total investments.................................................. $ 68,678 $ 69,358 $ 69,254
================== ============== ===============
SEE INDEPENDENT AUDITORS' REPORT.
PAGE F-29
SCHEDULE II
CHANDLER (U.S.A.), INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CHANDLER (U.S.A.), INC.
(PARENT COMPANY ONLY)
BALANCE SHEETS
(In thousands except share amounts)
DECEMBER 31,
--------------------------------
2000 2001
---------------- ----------------
ASSETS
Amounts due from subsidiaries ....................................................... $ 2,339 $ 2,075
Property and equipment, net ......................................................... 2,180 876
Amounts due from related parties .................................................... - 7,880
Other assets ........................................................................ 5,521 4,288
Excess of cost over net assets acquired, net ........................................ 2,963 2,350
Investment in subsidiaries, net...................................................... 59,577 54,594
---------------- ----------------
Total assets......................................................................... $ 72,580 $ 72,063
================ ================
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
Accrued taxes and other payables ................................................. $ 3,012 $ 4,321
Amounts due to related parties ................................................... 717 -
Debentures ....................................................................... 24,000 24,000
---------------- ----------------
Total liabilities.................................................................... 27,729 28,321
---------------- ----------------
Shareholder's equity
Common stock, $1.00 par value, 50,000 shares authorized;
2,484 shares issued and outstanding ........................................... 2 2
Paid-in surplus................................................................... 60,584 60,584
Accumulated deficit .............................................................. (16,122) (17,225)
Accumulated other comprehensive income:
Unrealized gain on investments held by subsidiary and available
for sale, net deferred of income taxes ........................................ 387 381
---------------- ----------------
Total shareholder's equity........................................................... 44,851 43,742
---------------- ----------------
Total liabilities and shareholder's equity........................................... $ 72,580 $ 72,063
================ ================
SEE INDEPENDENT AUDITORS' REPORT.
PAGE F-30
SCHEDULE II
CHANDLER (U.S.A.), INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CHANDLER (U.S.A.), INC.
(PARENT COMPANY ONLY)
STATEMENTS OF OPERATIONS
(In thousands)
YEAR ENDED DECEMBER 31,
--------------------------------------------
1999 2000 2001
-------------- -------------- --------------
Revenues
Interest income, net ............................................. $ 20 $ 19 $ 8
Interest income, net from related parties ........................... - - 371
Commissions, fees and other income .................................. 696 798 618
-------------- -------------- --------------
Total revenues ................................................ 716 817 997
-------------- -------------- --------------
Operating costs and expenses
General and administrative expenses .............................. 2,309 2,625 2,996
Interest expense ................................................. 1,439 2,214 2,213
Litigation expenses, net ......................................... 142 57 59
-------------- -------------- --------------
Total operating costs and expenses ............................ 3,890 4,896 5,268
-------------- -------------- --------------
Loss before income tax benefit ...................................... (3,174) (4,079) (4,271)
Federal income tax benefit .......................................... 771 979 1,143
-------------- -------------- --------------
Net loss before equity in net income (loss) of subsidiaries ......... (2,403) (3,100) (3,128)
Equity in net income (loss) of subsidiaries ......................... 2,316 (895) 2,025
-------------- -------------- --------------
Net loss ............................................................ $ (87) $ (3,995) $ (1,103)
============== ============== ==============
SEE INDEPENDENT AUDITORS' REPORT.
PAGE F-31
SCHEDULE II
CHANDLER (U.S.A.), INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CHANDLER (U.S.A.), INC.
(PARENT COMPANY ONLY)
STATEMENTS OF CASH FLOWS
(In thousands)
YEAR ENDED DECEMBER 31,
--------------------------------------------
1999 2000 2001
-------------- -------------- --------------
OPERATING ACTIVITIES
Net loss ......................................................... $ (87) $ (3,995) $ (1,103)
Add (deduct):
Adjustments to reconcile net loss to cash
applied to operating activities:
Net (income) loss of subsidiaries not distributed to parent..... (2,316) 895 (2,025)
Net (gains) losses on sale of property and equipment ........... (16) 6 2
Amortization and depreciation .................................. 915 1,306 834
Net change in non-cash balances relating to
operating activities:
Amounts due from subsidiaries ............................... 1,044 (690) 264
Other assets ................................................ (942) (708) 1,121
Accrued taxes and other payables ............................ 298 520 (729)
-------------- -------------- --------------
Cash applied to operating activities ........................... (1,104) (2,666) (1,636)
-------------- -------------- --------------
INVESTING ACTIVITIES
Cost of property and equipment purchased ......................... (168) (61) (682)
Proceeds from sale of property and equipment ..................... 92 43 3,915
-------------- -------------- --------------
Cash provided by (applied to) investing activities ............. (76) (18) 3,233
-------------- -------------- --------------
FINANCING ACTIVITIES
Shareholder dividend from subsidiary ............................. - 2,500 7,000
Proceeds from notes payable and debentures ....................... 24,000 - -
Repayment of notes payable ....................................... (9,410) - -
Debt issue costs ................................................. (1,689) - -
Payments and loans from related parties .......................... 3,805 1,200 4,032
Payments and loans to related parties ............................ (15,526) (1,016) (12,629)
-------------- -------------- --------------
Cash provided by (applied to) financing activities ............. 1,180 2,684 (1,597)
-------------- -------------- --------------
Increase (decrease) in cash and cash equivalents .................... - - -
Cash and cash equivalents at beginning of year ...................... - - -
-------------- -------------- --------------
Cash and cash equivalents at end of year ............................ $ - $ - $ -
============== ============== ==============
SEE INDEPENDENT AUDITORS' REPORT.
PAGE F-32
SCHEDULE III
CHANDLER (U.S.A.), INC. AND SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
(In thousands)
FUTURE
POLICY AMORTI-
BENEFITS, OTHER ZATION OF NET
DEFERRED LOSSES, POLICY CLAIMS, DEFERRED PREMIUMS
POLICY CLAIMS CLAIMS AND NET LOSSES AND POLICY OTHER WRITTEN
ACQUISITION AND LOSS UNEARNED BENEFITS PREMIUM INTEREST SETTLEMENT ACQUISITION OPERATING AND
COSTS EXPENSES PREMIUMS PAYABLE REVENUE INCOME EXPENSES COSTS EXPENSES ASSUMED
----------- -------- -------- ---------- --------- --------- ---------- ----------- --------- --------
YEAR ENDED
DECEMBER 31, 1999
Property and casualty.. $ 3,134 $ 98,460 $ 67,769 $ 5,135 $ 87,098 $ 3,927 $ 68,659 $ 13,096 $ 10,129 $104,272
Agency................. - - - - - 32 - 8,064 1,514 -
Other.................. - - - - - - - - 855 -
----------- -------- -------- ---------- --------- --------- ---------- ----------- --------- --------
Total.................. $ 3,134 $ 98,460 $ 67,769 $ 5,135 $ 87,098 $ 3,959 $ 68,659 $ 21,160 $ 12,498 $104,272
=========== ======== ======== ========== ========= ========= ========== =========== ========= ========
YEAR ENDED
DECEMBER 31, 2000
Property and casualty.. $ (12) $100,173 $ 74,198 $ 5,062 $ 85,519 $ 4,280 $ 64,999 $ 8,811 $ 12,107 $ 78,445
Agency................. - - - - - 55 - 8,344 1,554 -
Other.................. - - - - - - - - 1,063 -
----------- -------- -------- ---------- --------- --------- ---------- ----------- --------- --------
Total.................. $ (12) $100,173 $ 74,198 $ 5,062 $ 85,519 $ 4,335 $ 64,999 $ 17,155 $ 14,724 $ 78,445
=========== ======== ======== ========== ========= ========= ========== =========== ========= ========
YEAR ENDED
DECEMBER 31, 2001
Property and casualty.. $ (456) $ 84,756 $ 61,562 $ 4,600 $ 69,985 $ 4,003 $ 52,550 $ 5,808 $ 13,593 $ 65,423
Agency................. - - - - - 68 - 5,141 1,809 -
Other.................. - - - - - - - - 678 -
----------- -------- -------- ---------- --------- --------- ---------- ----------- --------- --------
Total.................. $ (456) $ 84,756 $ 61,562 $ 4,600 $ 69,985 $ 4,071 $ 52,550 $ 10,949 $ 16,080 $ 65,423
=========== ======== ======== ========== ========= ========= ========== =========== ========= ========
SEE INDEPENDENT AUDITORS' REPORT.
PAGE F-33
SCHEDULE IV
CHANDLER (U.S.A.), INC. AND SUBSIDIARIES
REINSURANCE
(Dollars in thousands)
ASSUMED PERCENTAGE
CEDED TO FROM OF AMOUNT
GROSS OTHER OTHER NET ASSUMED
AMOUNT COMPANIES COMPANIES AMOUNT TO NET
------------ ------------ ------------ ------------ ------------
Year ended December 31, 1999
Property and casualty........................... $ 169,449 $ (65,297) $ 120 $ 104,272 0.12 %
=========== ============ ============ ============ ===========
Year ended December 31, 2000
Property and casualty........................... $ 197,041 $ (118,751) $ 155 $ 78,445 0.20 %
=========== ============ ============ ============ ===========
Year ended December 31, 2001
Property and casualty........................... $ 158,741 $ (93,541) $ 223 $ 65,423 0.34 %
=========== ============ ============ ============ ===========
SEE INDEPENDENT AUDITORS' REPORT.
PAGE F-34
SCHEDULE V
CHANDLER (U.S.A.), INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
BALANCE AT PROVISION BALANCE
BEGINNING FOR AT END
OF PERIOD NON-COLLECTION WRITE-OFFS OF PERIOD
---------------- ---------------- ---------------- ----------------
Allowance for non-collection of
premiums receivable:
1999........................................... $ 200 $ 210 $ (147) $ 263
================ ================ ================ ================
2000........................................... $ 263 $ 179 $ (134) $ 308
================ ================ ================ ================
2001........................................... $ 308 $ 305 $ (315) $ 298
================ ================ ================ ================
Allowance for non-collection of reinsurance
recoverables on paid and unpaid losses:
1999........................................... $ 605 $ - $ (28) $ 577
================ ================ ================ ================
2000........................................... $ 577 $ - $ 95 $ 672
================ ================ ================ ================
2001........................................... $ 672 $ 454 $ (30) $ 1,096
================ ================ ================ ================
SEE INDEPENDENT AUDITORS' REPORT.
PAGE F-35
SCHEDULE VI
CHANDLER (U.S.A.), INC. AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
(FOR PROPERTY-CASUALTY INSURANCE UNDERWRITERS)
(In thousands)
DISCOUNT PAID LOSSES AND
DEDUCTED LOSS ADJUSTMENT
FROM RESERVES EXPENSES
--------------- ---------------
Year ended December 31, 1999
Property-casualty........................................ $ - $ 57,106
=============== ===============
Year ended December 31, 2000
Property-casualty........................................ $ - $ 69,534
=============== ===============
Year ended December 31, 2001
Property-casualty........................................ $ - $ 66,395
=============== ===============
SEE INDEPENDENT AUDITORS' REPORT.
PAGE F-36
EXHIBIT 10.4
INTERCOMPANY CREDIT AGREEMENT
1. Chandler (U.S.A.), Inc. (CUSA) of 1010 Manvel Avenue, Chandler, Oklahoma
and Chandler Insurance (Barbados), Ltd. (CIB) of Stevmar Corporate
Services Ltd., Stevmar House, Rockley, Christ Church, Barbados, B. W. I.
agree that CUSA shall extend a line of credit to CIB for a sum of up to
$12,000,000 in the aggregate principal amount at any time outstanding.
2. The parties agree to the following terms and conditions:
(a) CUSA may make loans to CIB up to the maximum amount set forth
above, provided that CUSA has funds available that can be used for
this purpose. CUSA has no obligation to borrow funds from any
other source in order to provide funds to CIB, and may decline to
make additional loans at any time.
(b) Amounts owed by CIB to CUSA under this Intercompany Credit
Agreement are payable at any time upon demand by CUSA. Demand for
repayment may be made for the entire amount outstanding or for a
portion of the amount owed hereunder. Notice of the demand to
repay amounts borrowed must be given by CUSA at least ten (10)
business days in advance of the date payment is required.
(c) CIB agrees to pay interest on the amount owed on the 10th day of
each month during the term of this Agreement at a rate equal to the
Prime Interest Rate published in the Wall Street Journal from
time-to-time as determined on the first business day for the month
immediately preceding the date on which each interest payment is
due. CUSA, at its sole option, may elect to forego cash payment of
interest by adding the interest to the currently outstanding
principal balance. Interest on cash borrowings and repayments
under this agreement shall be calculated from the date of the
borrowing or repayment.
(d) CIB may prepay in whole or in part any sums drawn under this
Agreement at any time.
(e) CIB may, from time-to-time, advance funds for or on behalf of CUSA.
In such case, the amount of such advance shall be applied to the
sums owing under this agreement. If the payment or advance creates
a credit balance in favor of CIB, CUSA shall repay it upon the same
terms and conditions as are provided herein for repayment of
balances from CIB to CUSA.
3. The sums owing under this Agreement shall be evidenced by records of
transactions pursuant to this Agreement kept and maintained by CUSA in the
regular course of its business.
4. Notwithstanding any other provision of this Agreement, CUSA may, by
written notice, terminate its obligation to make further loans and demand
immediate payment of any loans outstanding at such time.
5. Notice under this Agreement will be deemed given when mailed.
6. The law of the State of Oklahoma shall govern the terms and conditions of
this Agreement.
DATED AND EFFECTIVE AS OF THE 1st day of January, 2001.
CHANDLER (U.S.A.), INC.
By: /s/ Mark T. Paden
------------------------------
Title: President
----------------
CHANDLER INSURANCE (BARBADOS), LTD.
By: /s/ Steven R. Butler
------------------------------
Title: President
----------------
PAGE F-37
EXHIBIT 21.1
CHANDLER (U.S.A.), INC. AND SUBSIDIARIES
SUBSIDIARIES OF THE REGISTRANT
1. National American Insurance Company, an Oklahoma corporation ("NAICO")
that is a wholly owned subsidiary of Chandler USA.
2. LaGere & Walkingstick Insurance Agency, Inc., an Oklahoma corporation
("L&W") that is a wholly owned subsidiary of Chandler USA.
3. Network Administrators, Inc., a Texas corporation ("Network") that is a
wholly owned subsidiary of Chandler USA.