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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
--- SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
-------- --------
COMMISSION FILE NUMBER: 1-15135
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 Identification No.)
incorporation or organization)
1010 MANVEL AVENUE 74834
CHANDLER, OK (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: 405-258-0804
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
--- ---
The number of common shares, $1.00 par value, of the registrant
outstanding on July 31, 2002 was 2,484, which are owned by Chandler
Insurance (Barbados), Ltd., a wholly owned subsidiary of Chandler Insurance
Company, Ltd.
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PAGE i
CHANDLER (U.S.A.), INC.
INDEX
-----
PART I - FINANCIAL INFORMATION
- ------------------------------
ITEM 1
- ------
Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001..... 1
Consolidated Statements of Operations for the three months
ended June 30, 2002 and 2001 ........................................... 2
Consolidated Statements of Operations for the six months
ended June 30, 2002 and 2001 ........................................... 3
Consolidated Statements of Comprehensive Income for the three
months ended June 30, 2002 and 2001 .................................... 4
Consolidated Statements of Comprehensive Income for the six
months ended June 30, 2002 and 2001 .................................... 5
Consolidated Statements of Cash Flows for the six months
ended June 30, 2002 and 2001 ........................................... 6
Notes to Interim Consolidated Financial Statements ....................... 7
ITEM 2.
- -------
Management's Discussion and Analysis of Financial Condition and
Results of Operations ..................................................12
PART II - OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings ...............................................16
Item 2. Changes in Securities ...........................................16
Item 3. Defaults Upon Senior Securities .................................16
Item 4. Submission of Matters to a Vote of Security Holders .............16
Item 5. Other Information ...............................................16
Item 6. Exhibits and Reports on Form 8-K ................................16
Signatures ...............................................................17
PAGE 1
CHANDLER (U.S.A.), INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except share amounts)
June 30, December 31,
2002 2001
------------ ------------
ASSETS (Unaudited)
ASSETS
Investments
Fixed maturities available for sale, at fair value
Restricted (amortized cost $6,975 and $5,419 in 2002
and 2001, respectively) .......................................$ 7,084 $ 5,501
Unrestricted (amortized cost $51,610 and $62,124 in 2002
and 2001, respectively) ....................................... 52,025 62,154
Fixed maturities held to maturity, at amortized cost
Restricted (fair value $390 and $385 in 2002
and 2001, respectively) ....................................... 364 353
Unrestricted (fair value $876 and $854 in 2002
and 2001, respectively) ....................................... 813 782
Equity securities available for sale, at fair value ............... 514 464
------------ ------------
Total investments ............................................... 60,800 69,254
Cash and cash equivalents ........................................... 8,114 4,124
Premiums receivable, less allowance for non-collection
of $339 and $298 at 2002 and 2001, respectively ................... 23,252 24,185
Reinsurance recoverable on paid losses, less allowance for
non-collection of $1,247 and $1,096 at 2002
and 2001, respectively .......................................... 11,988 11,756
Reinsurance recoverable on paid losses from related parties ......... 630 292
Reinsurance recoverable on unpaid losses ............................ 44,876 42,545
Reinsurance recoverable on unpaid losses from related parties ....... 7,567 9,399
Prepaid reinsurance premiums ........................................ 19,251 26,890
Prepaid reinsurance premiums to related parties ..................... 10,103 8,103
Deferred policy acquisition costs ................................... 802 -
Property and equipment, net ......................................... 10,450 10,822
Amounts due from related parties .................................... 8,534 7,880
State insurance licenses, net ....................................... 3,745 3,745
Goodwill ............................................................ 2,350 2,350
Other assets ........................................................ 12,161 13,464
------------ ------------
Total assets ........................................................$ 224,623 $ 234,809
============ ============
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
Unpaid losses and loss adjustment expenses ........................$ 81,155 $ 84,756
Unearned premiums ................................................. 57,172 61,562
Policyholder deposits ............................................. 4,408 4,600
Accrued taxes and other payables .................................. 7,816 7,480
Premiums payable .................................................. 5,183 8,669
Debentures ........................................................ 24,000 24,000
------------ ------------
Total liabilities ............................................... 179,734 191,067
------------ ------------
Shareholder's equity
Common stock, $1.00 par value, 50,000 shares authorized;
2,484 shares issued ............................................. 2 2
Paid-in surplus ................................................... 60,584 60,584
Accumulated deficit ............................................... (16,382) (17,225)
Accumulated other comprehensive income:
Unrealized gain on investments available for sale,
net of deferred income taxes .................................. 685 381
------------ ------------
Total shareholder's equity ...................................... 44,889 43,742
------------ ------------
Total liabilities and shareholder's equity ........................$ 224,623 $ 234,809
============ ============
See accompanying Notes to Interim Consolidated Financial Statements.
PAGE 2
CHANDLER (U.S.A.), INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Amounts in thousands)
Three months ended June 30,
---------------------------
2002 2001
---------- ----------
Premiums and other revenues
Direct premiums written and assumed ...................$ 36,339 $ 38,770
Reinsurance premiums ceded ............................ (10,938) (15,762)
Reinsurance premiums ceded to related parties ......... (7,267) (6,517)
---------- ----------
Net premiums written and assumed .................... 18,134 16,491
Decrease (increase) in unearned premiums .............. (1,008) 1,576
---------- ----------
Net premiums earned ................................. 17,126 18,067
Interest income, net .................................... 738 903
Interest income from related parties .................... 79 -
Realized investment gains, net .......................... 388 266
Commissions, fees and other income ...................... 512 416
---------- ----------
Total premiums and other revenues ..................... 18,843 19,652
---------- ----------
Operating costs and expenses
Losses and loss adjustment expenses, net of amounts
ceded to related parties of $4,326 and $3,627 in
2002 and 2001, respectively ......................... 11,503 13,807
Policy acquisition costs, net of ceding commissions
received from related parties of $2,463 and $2,298 in
2002 and 2001, respectively ......................... 2,179 2,364
General and administrative expenses ................... 3,076 3,305
Interest expense ...................................... 559 563
Litigation expenses, net .............................. 21 28
---------- ----------
Total operating costs and expenses .................. 17,338 20,067
---------- ----------
Income (loss) before income taxes ....................... 1,505 (415)
Federal income tax benefit (provision) .................. (546) 63
---------- ----------
Net income (loss) .......................................$ 959 $ (352)
========== ==========
See accompanying Notes to Interim Consolidated Financial Statements.
PAGE 3
CHANDLER (U.S.A.), INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Amounts in thousands)
Six months ended June 30,
---------------------------
2002 2001
---------- ----------
Premiums and other revenues
Direct premiums written and assumed ...................$ 71,189 $ 77,517
Reinsurance premiums ceded ............................ (23,004) (32,871)
Reinsurance premiums ceded to related parties ......... (13,584) (12,507)
---------- ----------
Net premiums written and assumed .................... 34,601 32,139
Decrease (increase) in unearned premiums .............. (1,250) 4,804
---------- ----------
Net premiums earned ................................. 33,351 36,943
Interest income, net .................................... 1,370 2,065
Interest income from related parties .................... 161 -
Realized investment gains, net .......................... 404 882
Commissions, fees and other income ...................... 954 788
---------- ----------
Total premiums and other revenues ................... 36,240 40,678
---------- ----------
Operating costs and expenses
Losses and loss adjustment expenses, net of amounts
ceded to related parties of $7,549 and $7,632 in
2002 and 2001, respectively ......................... 22,307 28,098
Policy acquisition costs, net of ceding commissions
received from related parties of $4,634 and $4,338 in
2002 and 2001, respectively ......................... 4,586 5,287
General and administrative expenses ................... 6,727 6,583
Interest expense ...................................... 1,118 1,125
Litigation expenses, net .............................. 67 19
---------- ----------
Total operating costs and expenses .................. 34,805 41,112
---------- ----------
Income (loss) before income taxes ....................... 1,435 (434)
Federal income tax provision ............................ (592) (30)
---------- ----------
Net income (loss) .......................................$ 843 $ (464)
========== ==========
See accompanying Notes to Interim Consolidated Financial Statements.
PAGE 4
CHANDLER (U.S.A.), INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Amounts in thousands)
Three months ended June 30,
---------------------------
2002 2001
---------- ----------
Net income (loss) ............................................$ 959 $ (352)
---------- ----------
Other comprehensive income (loss), before income tax:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during period .. 1,563 (555)
Less: Reclassification adjustment for gains included
in net income (loss) ................................... (388) (266)
---------- ----------
Other comprehensive income (loss), before income tax ......... 1,175 (821)
Income tax benefit (provision) related to items of other
comprehensive income (loss) ................................ (400) 279
---------- ----------
Other comprehensive income (loss), net of income tax ......... 775 (542)
---------- ----------
Comprehensive income (loss) ..................................$ 1,734 $ (894)
========== ==========
See accompanying Notes to Interim Consolidated Financial Statements.
PAGE 5
CHANDLER (U.S.A.), INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Amounts in thousands)
Six months ended June 30,
---------------------------
2002 2001
---------- ----------
Net income (loss) .............................................$ 843 $ (464)
---------- ----------
Other comprehensive income, before income tax:
Unrealized gains on securities:
Unrealized holding gains arising during period ............ 865 1,126
Less: Reclassification adjustment for gains included
in net income (loss) .................................... (404) (882)
---------- ----------
Other comprehensive income, before income tax ................. 461 244
Income tax provision related to items of other
comprehensive income ........................................ (157) (83)
---------- ----------
Other comprehensive income, net of income tax ................. 304 161
---------- ----------
Comprehensive income (loss) ...................................$ 1,147 $ (303)
========== ==========
See accompanying Notes to Interim Consolidated Financial Statements.
PAGE 6
CHANDLER (U.S.A.), INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in thousands)
Six months ended June 30,
-------------------------
2002 2001
---------- ----------
OPERATING ACTIVITIES
Net income (loss) ...................................................$ 843 $ (464)
Add (deduct):
Adjustments to reconcile net income (loss) to cash
applied to operating activities:
Realized investment gains, net .................................. (404) (882)
Net losses on sale of property and equipment .................... - 20
Amortization and depreciation expense ........................... 816 1,046
Provision for non-collection of premiums ........................ 143 98
Provision for non-collection of reinsurance recoverables ........ 173 -
Net change in non-cash balances relating to operating activities:
Premiums receivable ........................................... 790 7,478
Reinsurance recoverable on paid losses ........................ (424) (3,765)
Reinsurance recoverable on paid losses from related parties ... (338) (61)
Reinsurance recoverable on unpaid losses ...................... (2,312) (4,022)
Reinsurance recoverable on unpaid losses from related parties.. 1,832 2,129
Prepaid reinsurance premiums .................................. 7,639 7,010
Prepaid reinsurance premiums to related parties ............... (2,000) 1,404
Deferred policy acquisition costs ............................. (802) (617)
Other assets .................................................. 1,090 1,687
Unpaid losses and loss adjustment expenses .................... (3,601) (4,554)
Unearned premiums ............................................. (4,390) (13,220)
Policyholder deposits ......................................... (192) 33
Accrued taxes and other payables .............................. 336 (1,240)
Premiums payable .............................................. (3,486) (7,795)
---------- ----------
Cash applied to operating activities ............................ (4,287) (15,715)
---------- ----------
INVESTING ACTIVITIES
Unrestricted fixed maturities available for sale:
Purchases ....................................................... (12,069) (12,297)
Sales ........................................................... 19,481 20,381
Maturities ...................................................... 1,641 9,052
Cost of property and equipment purchased .......................... (158) (1,090)
Proceeds from sale of property and equipment ...................... 36 3,886
---------- ----------
Cash provided by investing activities ........................... 8,931 19,932
---------- ----------
FINANCING ACTIVITIES
Proceeds from borrowing from affiliate ............................ 1,804 2,134
Payments on borrowing from affiliate .............................. (2,458) (11,149)
---------- ----------
Cash applied to financing activities ............................ (654) (9,015)
---------- ----------
Increase (decrease) in cash and cash equivalents during the period .. 3,990 (4,798)
Cash and cash equivalents at beginning of period .................... 4,124 11,978
---------- ----------
Cash and cash equivalents at end of period ..........................$ 8,114 $ 7,180
========== ==========
See accompanying Notes to Interim Consolidated Financial Statements.
PAGE 7
CHANDLER (U.S.A.), INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. They do not include all information and
footnotes required by generally accepted accounting principles for complete
financial statements. However, except as disclosed herein, there have been no
material changes in the information included in the Company's annual report on
Form 10-K for the year ended December 31, 2001. In the opinion of management,
all adjustments (consisting of normal recurring adjustments) considered
necessary for a fair presentation have been included. The results of
operations for the three and six month periods ended June 30, 2002 are not
necessarily indicative of the results that may be expected for the year.
The consolidated financial statements include the accounts of Chandler
(U.S.A.), Inc. ("Chandler USA" or the "Company") and all subsidiaries. The
following represents the significant subsidiaries:
- National American Insurance Company ("NAICO").
- LaGere & Walkingstick Insurance Agency, Inc.
All significant intercompany accounts and transactions have been
eliminated in consolidation.
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.
NOTE 2. LITIGATION
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 since 1992. Certain officers and directors of Chandler USA and
Chandler Insurance were named as defendants in this litigation. 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 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. The case is still in the early pleading stages and Chandler USA cannot
predict the date of resolution or the outcome of this case. 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 8
OTHER LITIGATION
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 June 30, 2002. NAICO is currently engaged in arbitration in
order to enforce the terms of the reinsurance treaties.
The ultimate outcome of the litigation described above could have a
material adverse effect on Chandler USA and could negatively impact future
earnings and cash flows. 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 3. NEW ACCOUNTING STANDARDS
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142, GOODWILL AND
OTHER INTANGIBLE ASSETS. SFAS No. 142 supercedes Accounting Principles Board
("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. Chandler USA adopted SFAS No. 142
effective January 1, 2002. Chandler USA has completed the required impairment
tests of its state insurance licenses and goodwill and concluded that there
has not been an impairment loss since the fair values of the licenses and
goodwill exceeded their respective carrying values. The fair values were
determined based on the present value of projected future net cash flows. All
of Chandler USA's goodwill pertains to the agency operating segment.
A reconciliation of the reported net income (loss) to the adjusted net
income (loss) had SFAS No. 142 been applied as of January 1, 2001 follows:
Three months ended June Six months ended June 30,
--------------------------- --------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
(In thousands) (In thousands)
Reported net income (loss) ...........$ 959 $ (352) $ 843 $ (464)
Add back amortization:
Goodwill ........................... - 154 - 307
State insurance licenses ........... - 37 - 75
------------ ------------ ------------ ------------
Adjusted net income (loss) ...........$ 959 $ (161) $ 843 $ (82)
============ ============ ============ ============
In June 2001, the FASB issued SFAS No. 143, ACCOUNTING FOR ASSET
RETIREMENT OBLIGATIONS. 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. Chandler USA
adopted SFAS No. 143 effective January 1, 2002. The adoption of SFAS No. 143
did not have a material impact on Chandler USA's consolidated financial
condition, results of operations or cash flows.
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. Chandler USA adopted SFAS No. 144 effective January 1,
2002. The adoption of SFAS No. 144 did not have a material impact on Chandler
USA's consolidated financial condition, results of operations or cash flows.
In April 2002, the FASB issued SFAS No. 145, RESCISSION OF FASB
STATEMENTS NO. 4, 44, AND 64, AMENDMENT OF FASB STATEMENT NO. 13, AND
TECHNICAL CORRECTIONS. SFAS No. 145 rescinds SFAS No. 4, which required all
gains and losses from extinguishment of debt to be aggregated and, if
material, classified as an extraordinary item. As a result, the criteria in
APB Opinion No. 30 will now be used to classify those gains and losses. SFAS
No. 64 amended SFAS No. 4, and is no longer necessary because SFAS No. 4 has
been rescinded. SFAS No. 44 was issued to establish accounting requirements
for the effects of transition to the provisions of the Motor Carrier Act of
1980. Because the transition has been completed, SFAS No. 44 is no longer
necessary. SFAS No. 145 amends SFAS No. 13 to require that certain lease
modifications that have economic effects similar to sale-leaseback
transactions be accounted for in the same manner as sale-leaseback
transactions. SFAS No. 145 also makes technical corrections to other
existing pronouncements. The provisions of SFAS No. 145 are generally
applicable for fiscal years beginning or transactions occurring after May
15, 2002. Chandler USA plans to adopt the provisions of SFAS No. 145 based
on the required effective dates and the impact is not believed to be material.
PAGE 9
NOTE 4. SEGMENT INFORMATION
The following table presents a summary of Chandler USA's operating
segments for the three and six month periods ended June 30, 2002 and 2001:
Property
and All Intersegment Reported
Agency casualty other eliminations balances
--------- ---------- --------- ------------ ----------
(In thousands)
THREE MONTHS ENDED JUNE 30, 2002
Revenues from external customers (1)...$ 441 $ 17,197 $ - $ - $ 17,638
Intersegment revenues.................. 538 19 - (557) -
Segment profit (loss) before
income taxes (2)..................... 302 1,224 (21) - 1,505
THREE MONTHS ENDED JUNE 30, 2001
Revenues from external customers (1)...$ 426 $ 18,057 $ - $ - $ 18,483
Intersegment revenues.................. 1,374 16 - (1,390) -
Segment profit (loss) before
income taxes (2)..................... 92 (325) (182) - (415)
SIX MONTHS ENDED JUNE 30, 2002
Revenues from external customers (1)...$ 852 $ 33,453 $ - $ - $ 34,305
Intersegment revenues.................. 1,302 30 - (1,332) -
Segment profit (loss) before
income taxes (2)..................... 368 1,134 (67) - 1,435
Segment assets......................... 5,083 228,932 - (9,392) 224,623
SIX MONTHS ENDED JUNE 30, 2001
Revenues from external customers (1)...$ 785 $ 36,946 $ - $ - $ 37,731
Intersegment revenues.................. 3,001 33 - (3,034) -
Segment profit (loss) before
income taxes (2)..................... (144) 36 (326) - (434)
Segment assets......................... 4,853 252,253 - (9,365) 247,741
- ---------------------------------------
(1) Consists of net premiums earned and commissions, fees and other income.
(2) Includes net realized investment gains.
PAGE 10
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.
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- --------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
(In thousands)
INSURANCE PROGRAM
- ---------------------------------------
NET PREMIUMS EARNED
Standard property and casualty ........$ 12,734 $ 13,683 $ 24,700 $ 28,354
Political subdivisions ................ 3,450 3,027 6,795 5,918
Surety bonds .......................... 868 1,402 1,690 2,438
Other (1) ............................. 74 (45) 166 233
------------ ------------ ------------ ------------
$ 17,126 $ 18,067 $ 33,351 $ 36,943
============ ============ ============ ============
LOSSES AND LOSS ADJUSTMENT EXPENSES
Standard property and casualty ........$ 8,992 $ 9,566 $ 16,142 $ 20,888
Political subdivisions ................ 2,165 3,319 5,021 5,690
Surety bonds .......................... 270 571 939 772
Other (1) ............................. 76 351 205 748
------------ ------------ ------------ ------------
$ 11,503 $ 13,807 $ 22,307 $ 28,098
============ ============ ============ ============
- ---------------------------------------
(1) This program is comprised primarily of the run-off of other discontinued programs and
NAICO's participation in various mandatory workers compensation pools and assigned risks.
NOTE 5. COMMITMENTS AND CONTINGENCIES
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 June 30, 2002, NAICO had reinsurance recoverables from Reliance
for paid and unpaid losses relating to the 1998 treaties of approximately $2.5
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 the first six months of 2001. NAICO incurred charges of $82,000 and
$173,000 in adjustments to ceded losses and loss adjustment expenses for
amounts deemed uncollectible in the second quarter and first six months of
2002 and has reduced the carrying value of such amounts by approximately $1.2
million as of June 30, 2002.
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 $514,000 and $921,000 at June 30, 2002 and December 31, 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 $1,026,000 and $798,000 at June 30, 2002 and
December 31, 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.
PAGE 11
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 June 30, 2002. 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.
PAGE 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Some of the statements made in this Form 10-Q Report, as well as
statements made by Chandler (U.S.A.), Inc. ("Chandler USA" or the "Company")
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.
RESULTS OF OPERATIONS
PREMIUMS EARNED
The following table sets 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 for the three and six month periods
ended June 30, 2002 and 2001:
GROSS PREMIUMS EARNED NET PREMIUMS EARNED
--------------------------- --------------------------
THREE MONTHS ENDED JUNE 30, 2002 2001 2002 2001
- ------------------------------------ ------------ ------------ ------------ ------------
(In thousands)
Standard property and casualty ..... $ 27,426 $ 33,233 $ 12,734 $ 13,683
Political subdivisions ............. 8,815 8,488 3,450 3,027
Surety bonds ....................... 1,300 2,525 868 1,402
Other .............................. 74 (46) 74 (45)
------------ ------------ ------------ ------------
TOTAL .............................. $ 37,615 $ 44,200 $ 17,126 $ 18,067
============ ============ ============ ============
GROSS PREMIUMS EARNED NET PREMIUMS EARNED
--------------------------- --------------------------
SIX MONTHS ENDED JUNE 30, 2002 2001 2002 2001
- ------------------------------------ ------------ ------------ ------------ ------------
(In thousands)
Standard property and casualty ..... $ 55,322 $ 68,547 $ 24,700 $ 28,354
Political subdivisions ............. 17,432 17,121 6,795 5,918
Surety bonds ....................... 2,654 4,808 1,690 2,438
Other .............................. 171 261 166 233
------------ ------------ ------------ ------------
TOTAL .............................. $ 75,579 $ 90,737 $ 33,351 $ 36,943
============ ============ ============ ============
Gross premiums earned decreased $6.6 million or 15% and $15.2 million or
17% in the second quarter and first six months of 2002, respectively, compared
to the 2001 periods. The decreases are primarily the result of NAICO's
efforts to focus on improving underwriting profitability in its core programs
by re-underwriting and re-pricing the business and discontinuing certain
classes of business. Net premiums earned decreased $941,000 or 5% and $3.6
million or 10% for the second quarter and first six months of 2002,
respectively. During 2001, NAICO had additional quota share reinsurance in
effect that reduced its net retention for its casualty and workers
compensation lines of business, and also reduced net premiums earned. This
quota share reinsurance expired effective January 1, 2002 and NAICO elected
not to renew it.
PAGE 13
Gross premiums earned in the standard property and casualty program
decreased $5.8 million or 17% and $13.2 million or 19% in the second quarter
and first six months of 2002, respectively, compared to the 2001 periods. The
decreases were primarily due to discontinuing certain accounts and classes of
business where rates were not believed to be adequate. Gross premiums earned
in Texas decreased $3.7 million and $7.9 million in the second quarter and
first six months of 2002, respectively, and gross premiums earned in Oklahoma
decreased $1.9 million and $4.6 million in the same periods. Net premiums
earned in this program decreased $949,000 or 7% and $3.7 million or 13% in the
second quarter and first six months of 2002, respectively.
Gross premiums earned in the political subdivisions program increased
$327,000 or 4% and $311,000 or 2% in the second quarter and first six months
of 2002, respectively, compared to the 2001 periods. Gross premiums earned
in the school districts portion of the program increased $1.2 million and
$1.9 million in the second quarter and first six months of 2002, respectively,
due primarily to increased premium rates in Oklahoma. This was largely offset
by a decrease in gross premiums earned for municipalities. Net premiums
earned in this program increased $423,000 or 14% and $877,000 or 15% in the
second quarter and first six months of 2002, respectively.
Gross premiums earned in the surety bond program decreased $1.2 million
or 49% and $2.2 million or 45% in the second quarter and first six months of
2002, respectively, compared to the 2001 periods. The decreases are primarily
due to stricter underwriting policies and a reduction in the number of
appointed agents that produce this business as NAICO focuses on improving
underwriting profitability in this program. Net premiums earned in this
program decreased $534,000 or 38% and $748,000 or 31% in the second quarter
and first six months of 2002, respectively.
NET INTEREST INCOME AND NET REALIZED INVESTMENT GAINS
At June 30, 2002, Chandler USA's investment portfolio consisted primarily
of fixed income U.S. Government and high-quality corporate bonds, with
approximately 12% 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 Insurance (Barbados), Ltd. ("Chandler Barbados") on intercompany
loans.
Net interest income, excluding interest income from Chandler Barbados,
decreased $165,000 or 18% in the second quarter of 2002 compared to the second
quarter of 2001, and decreased $695,000 or 34% for the six months ended June
30, 2002. The decreases were due primarily to lower interest rates in 2002
and a reduction in invested assets. Cash and invested assets were $68.9
million at June 30, 2002 compared to $83.9 million at June 30, 2001. This
decrease resulted primarily from the reduction in premiums written during 2001
and 2002 and to the payment of claims for prior years. Net interest income
from Chandler Barbados was $79,000 and $161,000 in the second quarter and
first six months of 2002, respectively. Chandler USA did not have any
interest income from Chandler Barbados in the 2001 periods.
Net realized investment gains were $388,000 and $404,000 during the
second quarter and first six months of 2002, respectively, compared to
$266,000 and $882,000 during the second quarter and first six months of 2001.
COMMISSIONS, FEES AND OTHER INCOME
Commissions, fees and other income increased $96,000 or 23% in the second
quarter of 2002 compared to the second quarter of 2001, and increased $166,000
or 21% for the six months ended June 30, 2002 compared to the 2001 period.
The majority of Chandler USA's income from commissions, fees and other income
is from LaGere & Walkingstick Insurance Agency, Inc. ("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.
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.
Although such estimates are management's best estimates of the expected
values, the ultimate liability for unpaid claims may vary from these values.
PAGE 14
The percentage of losses and loss adjustment expenses to net premiums
earned ("loss ratio") was 67.2% and 66.9% for the second quarter and first
six months of 2002, compared to 76.4% and 76.1% in the corresponding 2001
periods. The decrease in the 2002 loss ratios resulted primarily from
NAICO's efforts to re-underwrite and re-price its business during 2001 and
2002. These results were partially offset by adverse development of prior
accident year losses primarily in the standard property and casualty program
and are generally the result of ongoing analysis of recent loss development
trends. Weather-related losses from wind and hail totaled $516,000 and
$1,012,000 in the second quarter and first six months of 2002 and increased
the respective loss ratios by 3.0 percentage points. Weather-related losses
totaled $793,000 and $994,000 in the second quarter and first six months of
2001, and increased the respective 2001 loss ratios by 4.4 and 2.7 percentage
points.
At this time, NAICO has not received any claims related to the September
11, 2001 terrorist attacks on the World Trade Center and does not believe that
it has any significant exposure to these and related losses. While several of
NAICO's reinsurers did experience significant losses related to these attacks,
it currently does not appear that these losses will impair the reinsurers'
ability to pay claims.
POLICY ACQUISITION COSTS
Policy acquisition costs consist of costs associated with the acquisition
of new and renewal business and generally include direct costs such as premium
taxes, commissions to agents and ceding companies and premium-related
assessments and indirect costs such as salaries and expenses of personnel who
perform and support underwriting activities. NAICO also receives ceding
commissions from the reinsurers who assume premiums from NAICO under certain
reinsurance contracts and the ceding commissions are accounted for as a
reduction of policy acquisition costs. Direct policy acquisition costs and
ceding commissions are deferred and amortized over the terms of the policies.
When the sum of anticipated losses, loss adjustment expenses and unamortized
policy acquisition costs exceeds the related unearned premiums, including
anticipated investment income, a provision for the indicated deficiency is
recorded.
The following table sets forth Chandler USA's policy acquisition costs
for each of the three and six month periods ended June 30, 2002 and 2001:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
2002 2001 2002 2001
---------- ---------- ---------- ----------
(In thousands)
Commissions expense ........................$ 5,112 $ 4,446 $ 9,174 $ 8,837
Other premium related assessments .......... 342 280 766 330
Premium taxes .............................. 1,016 1,058 1,790 2,019
Excise taxes ............................... 73 65 136 125
Dividends to policyholders ................. 27 63 38 102
Other expense .............................. 233 60 283 90
---------- ---------- ---------- ----------
Total direct expenses ...................... 6,803 5,972 12,187 11,503
Indirect underwriting expenses ............. 2,395 3,490 5,125 7,624
Commissions received from reinsurers ....... (6,374) (6,678) (11,469) (13,211)
Adjustment for deferred acquisition costs .. (645) (420) (1,257) (629)
---------- ---------- ---------- ----------
Net policy acquisition costs ...............$ 2,179 $ 2,364 $ 4,586 $ 5,287
========== ========== ========== ==========
Total gross direct and indirect expenses as a percentage of direct
written and assumed premiums were 25.3% and 24.3% for the second quarter and
first six months of 2002, respectively, compared to 24.4% and 24.7% in the
corresponding year ago periods. Commission expense as a percentage of gross
written and assumed premiums was 14.1% and 12.9% in the second quarter and the
first six months of 2002, respectively, compared to 11.5% and 11.4% in the
corresponding 2001 periods. The increase in commission expense was primarily
due to an increase in contingent commissions to agents that resulted from
lower loss ratios than had been projected for these agents.
Indirect underwriting expenses were 6.6% and 7.2% of total direct written
and assumed premiums in the second quarter and first six months of 2002,
respectively, compared to 9.0% and 9.8% in the corresponding 2001 periods.
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.
PAGE 15
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses were 8.1% and 8.8% of gross premiums
earned and commissions, fees and other income in the second quarter and first
six months of 2002, respectively, compared to 7.4% and 7.2% for the
corresponding 2001 periods. General and administrative expenses included
$220,000 in the first six months of 2002 for a settlement of certain
litigation with a former agent. Amortization of Chandler USA's state
insurance licenses and goodwill was discontinued effective January 1, 2002
due to the implementation of Statement of Financial Accounting Standard No.
142. Amortization expense was $191,000 and $382,000 in the second quarter and
first six months of 2001, respectively, for these items. General and
administrative expenses have historically not varied in direct proportion to
the Company'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 overall premium volume.
INTEREST EXPENSE
Interest expense was $559,000 and $1.1 million in the second quarter and
first six months of 2002, respectively, and decreased less than 1% from the
year-ago periods. Substantially all of Chandler USA's interest expense is
related to the $24 million of outstanding debentures.
LITIGATION AND LITIGATION EXPENSES
Litigation expenses reflect expenses related to the ongoing legal
proceedings involving CenTra, Inc. and certain of its affiliates ("CenTra")
and related litigation with the Company's director and officer liability
insurer. Litigation expenses decreased $7,000 in the second quarter of 2002
compared to the second quarter of 2001, and increased $48,000 for the six
months ended June 30, 2002 compared to the 2001 period. Increased or renewed
activity could result in greater litigation expenses in the future. See
Note 2 to Interim Consolidated Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
In the first six months of 2002, Chandler USA used $4.3 million in cash
from operations due primarily to decreases in premiums payable and unpaid
losses and loss adjustment expenses (net of reinsurance recoverables), which
generally resulted from the decrease in written premium production during
2002. Chandler USA used $15.7 million in cash from operations during the
first six months of 2001 due primarily to decreases in premiums payable,
unpaid losses and loss adjustment expenses (net of reinsurance recoverable)
and unearned premiums (net of prepaid reinsurance premiums) less a decrease
in premiums receivable, all of which generally resulted from the decrease in
written premium production during 2001.
During 2001, Chandler USA and Chandler Barbados entered 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 June 30, 2002,
Chandler Barbados owed approximately $8.5 million to Chandler USA versus $7.9
million at December 31, 2001.
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 June 30, 2002. 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.
PAGE 16
PART II. OTHER INFORMATION
-----------------
Item 1. Legal Proceedings
-----------------
In response to this item, the Company incorporates by reference to
Note 2. Litigation to its Interim Consolidated Financial Statements
contained elsewhere in this report.
Item 2. Changes in Securities
---------------------
None.
Item 3. Defaults Upon Senior Securities
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Effective May 7, 2002, the Company's sole shareholder, Chandler
Barbados, re-elected the following individuals to serve on the
Company's Board of Directors:
W. Brent LaGere W. Scott Martin
Mark T. Paden Robert L. Rice
R. Patrick Gilmore K.R. Price
Richard L. Evans William Thomas Keele
5. Other Information
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.
PAGE 17
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 9, 2002 CHANDLER (U.S.A.), INC.
By: /s/ W. Brent LaGere
-------------------------------
W. Brent LaGere
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Mark C. Hart
-------------------------------
Mark C. Hart
Vice President - Finance, Chief
Financial Officer and Treasurer
(Principal Accounting Officer)