SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT of 1934 for the quarterly period ended March 31, 1996, or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from to .
For the Quarter Ended March 31, 1996 Commission file number 1-12502
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Chartwell Re Corporation
(Exact name of registrant as specified in its charter)
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Delaware 41-1652573
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Atlantic Street
Stamford, Connecticut 06901
(Address of principal executive offices) (zip code)
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Registrant's telephone number, including area code (203) 961-7300
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.
Common Stock - $.01 par value 9,583,811
Description of Class Shares Outstanding
as of May 14, 1996
Chartwell Re Corporation
Index To Form 10-Q
PART I FINANCIAL INFORMATION
Item 1 - Financial Statements Page
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Condensed Consolidated Balance Sheets at March 31, 1996
and December 31, 1995 ............................................. 3
Condensed Consolidated Statements of Operations for the three
month periods ended March 31, 1996 and 1995 ....................... 4
Condensed Consolidated Statements of Cash Flows for the three
month periods ended March 31, 1996 and 1995 ....................... 5
Notes to Condensed Consolidated Financial Statements .............. 6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations............... 8
PART II OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K............................ 13
Signatures........................................................... 14
2
PART I. FINANCIAL INFORMATION
ITEM 1 -Financial Statements
CHARTWELL RE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Dollars in Thousands)
March 31, 1996 December 31,
(Unaudited) 1995
----------- -----------
ASSETS:
Investments:
Fixed maturities:
Held for investment (market value March 31, 1996,
$29,862; December 31, 1995, $27,965)........... $ 30,412 $ 26,691
Available for sale (amortized cost March 31,
1996, $611,256; December 31,1995, $481,175).... 602,825 489,107
Other investments ............................... 31,111 33,837
Cash and cash equivalents ......................... 92,442 155,813
------ -------
Total investments and cash ................ 756,790 705,448
Premiums in process of collection ................. 76,638 73,620
Reinsurance recoverable ........................... 190,165 195,434
Prepaid Reinsurance ............................... 19,869 18,212
Deferred income taxes ............................. 47,933 42,819
Deferred policy acquisition costs ................. 17,946 18,809
Deposits .......................................... 17,894 17,481
Other assets ...................................... 51,854 61,015
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Total assets................................... $1,179,089 $1,132,838
========== ==========
LIABILITIES:
Loss and loss adjustment expenses ................. $ 740,089 $ 741,467
Unearned premiums ................................. 85,465 90,573
Contingent interest notes ......................... 25,989 25,496
Other reinsurance balances ........................ 4,946 4,689
Accrued expenses and other liabilities............. 52,396 23,131
Long term debt .................................... 68,750 95,000
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Total liabilities ............................. 977,635 980,356
======= =======
COMMON STOCKHOLDERS' EQUITY:
Common stock, par value $0.01 per share;
authorized 20,000,000 shares; shares issued and
outstanding March 31, 1996, 9,358,811 shares;
December 31, 1995, 6,858,811 shares................ 94 69
Additional paid-in capital ........................ 206,953 153,305
Net unrealized appreciation
(depreciation) of investments...................... (4,347) 5,219
Foreign currency translation adjustment............ 40 9
Accumulated deficit ............................... (1,286) (6,120)
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Total common stockholders' equity.............. 201,454 152,482
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Total liabilities and stockholders' equity..... $1,179,089 $1,132,838
========== ==========
See notes to condensed consolidated financial statements.
3
CHARTWELL RE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Dollars in Thousands, except share amounts)
(Unaudited)
Three Month Periods
Ended March 31,
1996 1995
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REVENUES:
Premiums earned.................................... $56,243 $32,786
Net investment income............................... 10,764 4,821
Net realized capital gains.......................... 921 67
Service and other revenue........................... 1,472 260
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Total revenues.............................. 69,400 37,934
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LOSSES AND EXPENSES INCURRED:
Loss and loss adjustment expenses................... 40,942 24,087
Policy acquisition costs............................ 14,176 7,672
Other expenses...................................... 4,480 2,469
Interest and amortization........................... 2,918 1,775
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Total losses and expenses incurred.......... 62,516 36,003
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Income before income taxes............................ 6,884 1,931
Income tax expense.................................... 2,050 615
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Net income............................................ $4,834 $1,316
====== ======
Income per common share............................... $0.64 $0.35
====== ======
Weighted average number of common shares outstanding.. 7,581,033 3,755,312
========= =========
See notes to condensed consolidated financial statements.
4
CHARTWELL RE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Dollars in Thousands)
(Unaudited)
Three Month Periods
Ended March 31,
1996 1995
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net premiums collected.............................. $58,844 $20,903
Ceded premiums paid................................. (19,761) (1,147)
Net losses & LAE.................................... (42,995) (13,583)
Overhead expenses................................... (4,301) (3,041)
Service fee income.................................. 1,472 261
Net income taxes (paid)/recovered................... (86) 1,407
Interest received on investments.................... 9,477 5,228
Interest paid....................................... (3,844) (3,844)
Other, net.......................................... 1,790 (1,052)
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Net cash provided by operating activities......... 596 5,132
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from investments sold...................... 118,256 16,361
Proceeds from investments matured or repaid......... 7,163 1,590
Cost of investments acquired........................ (242,840) (31,407)
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Net cash used in investing activities............. (117,421) (13,456)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from public stock offering............. 53,673
Other, net.......................................... (250) (304)
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Net cash provided by (used in) financing activities 53,423 (304)
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Effect of exchange rate on cash................. 31 21
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Net decrease in cash and cash equivalents............. (63,371) (8,607)
Cash and cash equivalents at beginning of year........ 155,813 37,005
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Cash and cash equivalents at end of period............ $92,442 $28,398
======= =======
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
Net income ......................................... $4,834 $1,316
Adjustments to reconcile net income to net
cash provided by operating activities:
Net realized capital gains.......................... (921) (67)
Deferred policy acquisition costs................... 863 (589)
Deferred income taxes............................... (242) (1,491)
Unpaid loss and loss adjustment expenses............ (1,378) 10,522
Unearned premiums................................... (5,108) 1,688
Other reinsurance balances.......................... 275 2,892
Reinsurance recoverable............................. (657) 1,597
Net change in receivables and payables.............. 4,242 (10,588)
Other, net.......................................... (1,312) (148)
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Net cash provided by operating activities......... $596 $5,132
====== ======
See notes to condensed consolidated financial statements.
5
CHARTWELL RE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 1996
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim Condensed Consolidated Financial
Statements of Chartwell Re Corporation (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information, the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and notes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for fair presentation have been included.
Operating results for any interim period are not necessarily indicative of
results that may be expected for the full year. These interim statements should
be read in conjunction with the 1995 consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission.
NOTE 2 - PUBLIC STOCK OFFERING
On March 5, 1996, the Company completed a public offering of 2,500,000
shares of common stock at $23.00 per share (the" Offering"). The net proceeds to
the Company were $53.7 million after deduction of underwriting discount and
expenses. Of the net proceeds, $20.0 million was contributed to the statutory
surplus of Chartwell Reinsurance Company and $28.3 million was contributed to
Chartwell Re Holdings (Chartwell Holdings) which used such funds to retire (the
"Redemption") 35% of its outstanding 10.25% Senior Notes due 2004 (the "Senior
Notes") (See Note 4). The remaining funds will be used for general corporate
purposes.
On April 3, 1996, the underwriters exercised the over-allotment option for
225,000 shares of common stock and the Company received an additional $4.8
million from such exercise.
NOTE 3 - PRO FORMA DATA
On December 13, 1995, Piedmont Management Company Inc. (PMC) was merged
with and into the Company (the "Merger"), with the Company as the surviving
corporation. The Merger has been accounted for under the purchase method of
accounting effective December 31, 1995. The results of operations for the three
months ended March 31, 1996 include the results of PMC's former subsidiary, The
Reinsurance Corporation of New York (RECO).
6
The following pro forma consolidated income statement information for the
Company for the three months ended March 31, 1996 assumes the Redemption
occurred on January 1, 1995. The information for the three months ended March
31, 1995 is presented as though the Merger and the Redemption had occurred on
January 1, 1995. The number of shares required to generate the proceeds needed
to redeem the debt was 1,316,657 shares. Such shares have been included in the
calculation of pro forma net income per common share.
(In thousands , except
share amounts)
Three Month Period Ended
March 31,
1996 1995
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Total revenues ....................... $ 69,400 $ 73,617
Net income ........................... $ 5,289 $ 450
Net income per common share .......... $ 0.62 $ 0.06
Pro forma weighted average shares
outstanding .......................... 8,513,560 8,175,468
Common stock equivalents were not considered as their inclusion would not
have been dilutive.
NOTE 4 - SUBSEQUENT EVENT
On April 8, 1996, Chartwell Holdings redeemed 35% of its outstanding Senior
Notes for approximately $28.3 million including the redemption premium. At March
31, 1996, the principal amount to be redeemed was included in accrued expenses
and other liabilities.
7
ITEM 2 - Management's Discussion and Analysis
CHARTWELL RE CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis
of Financial Condition and Results of Operations
March 31, 1996
(Unaudited)
Overview
On December 13, 1995, Chartwell Re Corporation (Chartwell or the "Company")
acquired The Reinsurance Corporation of New York (RECO) as a result of the
merger of RECO's former parent, Piedmont Management Company Inc. (PMC), with and
into Chartwell (the "Merger"), with Chartwell as the surviving corporation.
Since the Merger was completed in December, the net income for 1995 does not
include the operations of PMC or RECO.
The condensed consolidated financial statements include the accounts of
Chartwell and its principal wholly-owned subsidiaries Chartwell Re Holdings
Corporation (Chartwell Holdings), Chartwell Reinsurance Company (Chartwell
Reinsurance), RECO, and Chartwell Advisers Limited (Chartwell Advisers).
Chartwell Reinsurance underwrites treaty reinsurance through reinsurance
intermediaries for both property and casualty risks. RECO underwrites a book of
select specialty property and casualty insurance underwritten through program
administrators. Chartwell Advisers acts as the exclusive Lloyd's adviser to a
non-affiliated company formed to underwrite at Lloyd's of London (Lloyd's)
through a group of wholly-owned subsidiaries that are limited liability
corporate members of certain select Lloyd's syndicates.
Results of Operations - Three Months Ended March 31, 1996 Compared With Three
Months Ended March 31, 1995:
Revenues: Total revenues of $69.4 million for the first quarter 1996 were
$31.5 million, or 83% more than the first quarter 1995. The accompanying table
summarizes gross and net premiums written, earned premiums, net investment
income, net realized capital gains, service and other revenue and total revenues
for the quarters indicated:
Quarter Ended March 31,
1996 1995
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(in thousands)
Gross premiums written ................... $68,564 $34,560
======= =======
Net premiums written ..................... $49,718 $33,396
======= =======
Earned premiums .......................... $56,243 $32,786
Net investment income .................... 10,764 4,821
Net realized capital gains ............... 921 67
Service and other revenue ................ 1,472 260
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Total revenues ........................... $69,400 $37,934
======= =======
8
Gross premiums written for the first quarter 1996 were $68.6 million, an
increase of 98% compared to the first quarter 1995. The increase in gross
premiums written was principally attributable to business acquired in the
Merger. Such business consisted of: (a) a seasoned book of specialty insurance
business which is the basis for the Controlled Source Insurance business, the
Company's newest client segment; (b) a marine and aviation pool which is
included with Chartwell's other marine and aviation business in the Regional
Accounts client segment; (c) certain reinsurance contracts that are compatible
with Chartwell's underwriting standards and which were renewed and included
primarily in Regional and Specialty Accounts client segments; and (d) certain
reinsurance contracts that were not renewed because they did not meet
Chartwell's underwriting standards and which are classified below as "RECO
Run-off." In addition, premiums in the Regional Accounts client segment
increased because of continuing increases in its book of marine and aviation
business. Specialty Accounts gross premiums written for the first quarter of
1995 is only slightly less than the prior year primarily due to a lag in
reporting of premiums on new contracts. Chartwell expects that gross premiums
written in the Specialty Accounts segment for 1996 will exceed 1995 levels later
in the year. Global Accounts continues to focus on the international market
place rather than the large domestic insurance market place where competition
continues to stiffen. The distribution of the Company's gross premiums written
among its underwriting client segments was as follows:
Quarter Ended March 31,
---------------------------------------
1996 1995
----------------- -----------------
(in thousands)
Specialty ....................... $17,085 $17,270
Global .......................... 8,511 10,934
Regional:
Property & Casualty ........ 11,164 4,543
Marine & Aviation .......... 7,162 1,813
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Subtotal Regional ............... 18,326 6,356
Controlled Source ............... 17,177 --
RECO Run - off .................. 7,465 --
------ -----
$68,564 $34,560
======= =======
Net premiums written for the first quarter 1996 were $49.7 million, an
increase of $16.3 million, or 49% compared to the first quarter 1995. The
increase in net premiums written was principally attributable to the reasons
described above for the increases in gross premiums written. Net premiums earned
for the first quarter 1996 were $56.2 million, an increase of $23.5 million, or
72% compared to the first quarter 1995. The increase in net premiums earned was
principally attributable to premium writings by RECO.
Net investment income for the first quarter 1996 was $10.8 million, an
increase of $5.9 million, or 123% over the first quarter 1995. The improvement
reflects the increase in invested assets, principally from the Merger, and from
the net proceeds of Chartwell's public stock offering in the first quarter 1996.
The average annual tax equivalent yield on invested assets, before investment
expenses, increased to 6.66% for the first quarter 1996 compared to 6.61% for
the same period in 1995. Net realized capital gains were $.9 million in the
first quarter 1996 compared to only $67,000 for the same period in 1995. The
1996 net capital gains were realized principally to reposition certain sectors
of the portfolio and, in particular, to increase the amount of tax-advantaged
securities.
Service and other revenue for the first quarter 1996 were $1.5 million, an
increase of $1.2 million compared to the first quarter 1995. The improvement
reflects increases in both advisory fee revenues and equity in the earnings of
investee companies acquired in the Merger.
9
Underwriting Results: The Company's principal expense, loss and loss
adjustment expenses (LAE) related to the settlement of claims, was $40.9 million
in the first quarter 1996 compared to $24.1 million in the first quarter 1995.
The increase is principally attributable to the increase in earned premiums as
noted above. Net losses and LAE expressed as a percentage of net earned premiums
(the loss and LAE ratio) improved to 72.8% for the first quarter 1996 from 73.5%
recorded for the same period in 1995.
Policy acquisition costs, primarily commissions paid to ceding companies
and brokerage fees paid to intermediaries less commissions received on business
ceded to other reinsurers, were $14.2 million for the first quarter 1996
compared to $7.8 million in the first quarter 1995. Policy acquisition costs
expressed as a percentage of net earned premiums (the acquisition expense ratio)
increased to 25.2% from 23.4% in 1995. The increase is due both to the run-off
of RECO's cancelled reinsurance business and to a modestly higher commission
structure.
Other expenses, which include underwriting and administrative expenses,
were $4.5 million for the first quarter 1996 compared to $2.5 million in the
first quarter 1995. Other expenses expressed as a percentage of net earned
premiums increased to 7.2% from 6.8% in 1995 principally due to transition
expenses associated with the integration of RECO. Chartwell believes that these
transition expenses will decrease over the remaining three quarters of 1996. It
should be noted that the comparable ratio for the full year 1995 was 8.0%.
The combined ratio for the first quarter 1996 computed in accordance with
generally accepted accounting principle (GAAP) was 105.2% compared to 103.7% for
the first quarter 1995. Although the loss ratio component improved to 72.8% for
the first quarter 1996 from 73.5% recorded for the same period in 1995, the
expense ratio increased to 32.4% from 30.2% in 1995 for the reasons noted above.
On a pro forma basis, as if the Merger occurred on January 1, 1995, the expense
ratio decreased to 32.4% compared to 36.5% and the combined ratio decreased to
105.2% compared to 122.4% for the first quarter 1995.
Interest and amortization expenses were $2.9 million for the first quarter
1996 compared to $1.8 million in the first quarter 1995. In addition to interest
and amortization on Chartwell Holdings' 10.25% Senior Notes due 2004 (the"Senior
Notes") of $2.0 million for both periods, interest expense for 1996 also
includes $0.4 million of interest on a $20.0 million bank facility established
on the date of Merger and $0.5 million interest and amortization of the
Company's Contingent Interest Notes. Interest expense for 1995 was reduced by
$0.2 million as a result of an interest rate swap which was terminated in the
second quarter 1995. Interest expense in future periods will be reduced due to
the redemption of 35% of the principal amount of the Senior Notes on April 8,
1996.
Pre-tax income: For the first quarter 1996, pre-tax income was $6.9 million
compared with $1.9 million for the same period in 1995. The most significant
factor is the increase in net investment income as described above.
Taxes: Total taxes for the first quarter 1996 were $2.1 million compared to
$.6 million in the same period in 1995. The effective tax rates were 29.8% and
31.8% for the 1996 and 1995 periods respectively. The principal factor in the
decline below the statutory rate of 35% was the benefit of investments in
tax-advantaged securities which increased in the first quarter 1996.
Net income: For the first quarter 1996, net income was $4.8 million
compared to $1.3 million for the same period in 1995. The most significant
factor is increased net investment income as described above. Net income per
share increased 83% to $.64 for the first quarter 1996 from $.35 per share
reported a year ago. After-tax operating income per share (which excludes net
realized capital gains on the sale of investments) for the first quarter 1996
increased 64% to $.56 from $.34 reported for the preceding year.
10
Liquidity and Capital Resources:
As a holding company, Chartwell's assets consist primarily of the stock of
its indirect subsidiaries, Chartwell Reinsurance and RECO, each of which is
owned directly or indirectly by Chartwell Holdings. Chartwell's cash flow
therefore depends largely on dividends and other payments from Chartwell
Holdings, and in turn Chartwell Holdings' cash flow depends largely on dividends
and tax sharing payments from Chartwell Reinsurance. Chartwell Reinsurance's
sources of funds consist primarily of net premiums, reinsurance recoveries,
investment income and proceeds from sales and redemptions of investments. Funds
are applied primarily to payments of claims, operating expenses and income taxes
and to the purchase of investments, largely fixed income securities. Cash and
short-term investments are maintained for the payment of claims and expenses.
Chartwell Reinsurance's ability to pay cash dividends to the Company is
restricted by law or subject to approval of the insurance regulatory authority
of Minnesota, Chartwell Reinsurance's state of domicile. The Minnesota authority
recognizes only statutory accounting practices for the ability of an insurer to
pay dividends to its shareholders.
Under the insurance laws of the State of Minnesota, payment of dividends by
Chartwell Reinsurance in any year is limited to the greater of (i) 10% of
capital and surplus as of the prior year end as determined in accordance with
statutory accounting policies; or (ii) statutory net income from operations of
the next preceding year excluding realized capital gains. Notwithstanding the
foregoing, Chartwell Reinsurance may pay dividends only from its earned surplus,
also known as unassigned funds. The maximum dividend that can be paid in 1996
without prior approval of the Minnesota Department of Commerce is $18.8 million.
At the May 2, 1996 Board of Directors meeting of the Company, the Board
declared an initial quarterly dividend payment of $.04 per share payable to
stockholders of record as of May 16, 1996.
Financing activities have also been a source of liquidity for Chartwell and
its subsidiaries, and such undertakings continued during the first quarter 1996.
On March 8, 1996, Chartwell raised $57.5 million ($53.7 million after
underwriting discounts and expenses) through a public offering of its common
stock. Of the net proceeds, $20.0 million was contributed to the statutory
surplus of Chartwell Reinsurance and $28.3 million was contributed to Chartwell
Holdings which used such funds to redeem 35% of the principal amount of its
Senior Notes at a price of 107.69%. This redemption will reduce Chartwell's
annual expense for interest and amortization of debt issuance costs under the
Senior Notes by $2.8 million per year. As a result of the offering, Standard &
Poor's improved its rating with respect to the Senior Notes to BBB- from BB and
Moody's improved its rating to Ba1 from Ba2.
At March 31, 1996, the carrying value of total investments, including cash
and cash equivalents, increased by $51.4 million, or 7.3%, to $756.8 compared to
$705.4 million at December 31, 1995. The primary reasons for the increase were
the net cash acquired in the public offering of $53.7 million, cash flow from
operations of $0.6 million and cash flow from the settlement of certain December
31, 1995 securities sales of $10.8 million, offset in part by the decline in the
market value of the investment portfolio. At March 31, 1996, 96% of Chartwell's
total investments (including cash and cash equivalents) consisted of fixed
income securities, of which 99% were rated "A" or better (or "A-1" for
commercial paper) by Moody's. The Company's fixed income securities portfolio at
March 31, 1996 was comprised primarily of U.S. Treasury and government agency
mortgage pass-through securities, and corporate and municipal bonds.
11
Stockholders' equity increased 32% to $201.5 million at March 31, 1996,
compared to $152.5 million at December 31, 1995 primarily as a result of the
public common stock offering described above. GAAP book value per share of
$22.23 reported at December 31, 1995 was decreased on a pro forma basis to
$22.03 as a result of the public offering of 2.5 million common shares in the
first quarter. The decrease to $21.53 at March 31, 1996 was attributable to the
decline in the market value of the Company's fixed income securities portfolio
as a result of the increase in market interest rates during this period, offset
by first quarter earnings. Chartwell's ratio of long-term debt to total
capitalization was reduced from 38.4% at December 31, 1995 to 25.4% as of March
31, 1996 including the effect of the partial redemption of Chartwell's 10.25%
Senior Notes that occurred on April 8, 1996.
Statutory surplus of Chartwell Reinsurance increased $27.3 million to
$215.3 million, and surplus of RECO increased $5.2 million to $80.8 million,
both compared to the amounts at December 31, 1995. Both Chartwell Reinsurance
and RECO, the Company's principal operating subsidiaries, are rated A-
(Excellent) by A.M. Best Company and are assigned an A- claims paying ability
rating by Standard & Poor's.
12
CHARTWELL RE CORPORATION AND SUBSIDIARIES
PART II OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
27 - Financial Data Schedule.
(b) Reports on Form 8-K
None.
13
CHARTWELL RE CORPORATION AND SUBSIDIARIES
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.
CHARTWELL RE CORPORATION
(Registrant)
/s/ Charles E. Meyers
--------------------------------------
Charles E. Meyers
Duly Authorized Officer, Senior Vice
President and Chief Financial Officer
Dated: May 14, 1996
14