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UNITED STATES
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, 2003
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, CHANDLER, OKLAHOMA 74834
(Address of principal executive offices and zip code)
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
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES NO X
--- ---
The number of common shares, $1.00 par value, of the registrant outstanding on
July 31, 2003 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, 2003 and December 31, 2002 ....... 1
Consolidated Statements of Operations for the three months
ended June 30, 2003 and 2002 ........................................... 2
Consolidated Statements of Operations for the six months
ended June 30, 2003 and 2002 ........................................... 3
Consolidated Statements of Comprehensive Income for the three
months ended June 30, 2003 and 2002 .................................... 4
Consolidated Statements of Comprehensive Income for the six
months ended June 30, 2003 and 2002 .................................... 5
Consolidated Statements of Cash Flows for the six months
ended June 30, 2003 and 2002 ........................................... 6
Notes to Interim Consolidated Financial Statements .......................... 7
ITEM 2.
- -------
Management's Discussion and Analysis of Financial Condition and
Results of Operations ..................................................10
ITEM 4.
- -------
Controls and Procedures .....................................................14
PART II - OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings ...............................................15
Item 2. Changes in Securities and Use of Proceeds .......................15
Item 3. Defaults Upon Senior Securities .................................15
Item 4. Submission of Matters to a Vote of Security Holders .............15
Item 5. Other Information ...............................................15
Item 6. Exhibits and Reports on Form 8-K ................................15
Signatures ..................................................................16
PAGE 1
CHANDLER (U.S.A.), INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except share amounts)
June 31, December 31,
2003 2002
------------- ------------
(Unaudited)
ASSETS
Investments
Fixed maturities available for sale, at fair value
Restricted (amortized cost $6,732 and $6,737 in 2003 and 2002, respectively)...... $ 6,903 $ 6,943
Unrestricted (amortized cost $48,088 and $48,362 in 2003 and 2002, respectively).. 50,240 50,096
Fixed maturities held to maturity, at amortized cost
Restricted (fair value $324 and $394 in 2003 and 2002, respectively) ............. 316 374
Unrestricted (fair value $901 and $895 in 2003 and 2002, respectively) ........... 878 846
Equity securities available for sale, at fair value ................................ 62 681
------------- ------------
Total investments ................................................................ 58,399 58,940
Cash and cash equivalents ($711 restricted in 2003 and 2002, respectively) ........... 9,953 9,336
Premiums receivable, less allowance for non-collection
of $280 and $246 at 2003 and 2002, respectively .................................... 23,578 24,009
Reinsurance recoverable on paid losses, less allowance for
non-collection of $2,484 and $2,275 at 2003 and 2002, respectively ................. 11,333 11,198
Reinsurance recoverable on paid losses from related parties .......................... 215 80
Reinsurance recoverable on unpaid losses, less allowance for
non-collection of $439 and $492 at 2003 and 2002, respectively ..................... 46,084 50,377
Reinsurance recoverable on unpaid losses from related parties ........................ 8,554 9,038
Prepaid reinsurance premiums ......................................................... 16,234 19,202
Prepaid reinsurance premiums to related parties ...................................... 9,817 8,680
Deferred policy acquisition costs .................................................... 809 355
Property and equipment, net .......................................................... 9,937 10,093
Amounts due from related parties ..................................................... 10,564 10,582
State insurance licenses, net ........................................................ 3,745 3,745
Other assets ......................................................................... 11,965 14,220
------------- ------------
Total assets ......................................................................... $ 221,187 $ 229,855
============= ============
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
Unpaid losses and loss adjustment expenses ......................................... $ 84,107 $ 92,606
Unearned premiums .................................................................. 50,296 55,160
Policyholder deposits .............................................................. 4,382 4,244
Accrued taxes and other payables ................................................... 8,061 8,040
Premiums payable ................................................................... 1,928 2,805
Debentures ......................................................................... 14,000 24,000
Trust preferred securities ......................................................... 13,000 -
------------- ------------
Total liabilities ................................................................ 175,774 186,855
------------- ------------
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 ................................................................ (16,748) (19,316)
Accumulated other comprehensive income:
Unrealized gain on investments available for sale, net
of deferred income taxes ......................................................... 1,575 1,730
------------- ------------
Total shareholder's equity ....................................................... 45,413 43,000
------------- ------------
Total liabilities and shareholder's equity ........................................... $ 221,187 $ 229,855
============= ============
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 31,
---------------------------
2003 2002
------------ ------------
Premiums and other revenues
Direct premiums written and assumed .......................... $ 27,352 $ 36,339
Reinsurance premiums ceded ................................... (8,183) (10,938)
Reinsurance premiums ceded to related parties ................ (5,612) (7,267)
------------ ------------
Net premiums written and assumed ......................... 13,557 18,134
Decrease (increase) in unearned premiums ..................... 864 (1,008)
------------ ------------
Net premiums earned ...................................... 14,421 17,126
Interest income, net ............................................. 551 719
Interest income, net from related parties ........................ 111 79
Realized investment gains, net ................................... 1,787 388
Other income ..................................................... 2,823 89
------------ ------------
Total premiums and other revenues ........................ 19,693 18,401
------------ ------------
Operating costs and expenses
Losses and loss adjustment expenses, net of amounts
ceded to related parties of $3,220 and $4,326 in
2003 and 2002, respectively .............................. 9,125 11,503
Policy acquisition costs, net of ceding commissions
received from related parties of $1,845 and $2,463 in
2003 and 2002, respectively .............................. 3,222 2,395
General and administrative expenses .......................... 3,357 2,741
Interest expense ............................................. 600 559
------------ ------------
Total operating costs and expenses ....................... 16,304 17,198
------------ ------------
Income from continuing operations before income taxes ............ 3,389 1,203
Federal income tax provision ..................................... (598) (442)
------------ ------------
Income from continuing operations ................................ 2,791 761
Income from discontinued operations .............................. - 198
------------ ------------
Net income ................................................... $ 2,791 $ 959
============ ============
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 31,
---------------------------
2003 2002
------------ ------------
Premiums and other revenues
Direct premiums written and assumed .......................... $ 60,460 $ 71,189
Reinsurance premiums ceded ................................... (20,617) (23,004)
Reinsurance premiums ceded to related parties ................ (13,918) (13,584)
------------ ------------
Net premiums written and assumed ......................... 25,925 34,601
Decrease (increase) in unearned premiums ..................... 3,033 (1,250)
------------ ------------
Net premiums earned ...................................... 28,958 33,351
Interest income, net ............................................. 1,037 1,332
Interest income from related parties ............................. 221 161
Realized investment gains, net ................................... 1,938 404
Other income ..................................................... 3,032 132
------------ ------------
Total premiums and other revenues ........................ 35,186 35,380
------------ ------------
Operating costs and expenses
Losses and loss adjustment expenses, net of amounts
ceded to related parties of $6,390 and $7,549 in
2003 and 2002, respectively .............................. 17,834 22,307
Policy acquisition costs, net of ceding commissions
received from related parties of $4,593 and $4,634 in
2003 and 2002, respectively .............................. 6,119 5,045
General and administrative expenses .......................... 6,997 5,843
Interest expense ............................................. 1,158 1,118
------------ ------------
Total operating costs and expenses ....................... 32,108 34,313
------------ ------------
Income from continuing operations before income taxes ............ 3,078 1,067
Federal income tax provision ..................................... (510) (463)
------------ ------------
Income from continuing operations ................................ 2,568 604
Income from discontinued operations .............................. - 239
------------ ------------
Net income ................................................... $ 2,568 $ 843
============ ============
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 31,
---------------------------
2003 2002
------------ ------------
Net income ....................................................... $ 2,791 $ 959
------------ ------------
Other comprehensive income (loss), before income tax:
Unrealized gains (losses) on securities:
Unrealized holding gains arising during period ........... 483 1,563
Less: Reclassification adjustment for gains included
in net income ........................................ (1,787) (388)
------------ ------------
Other comprehensive income (loss), before income tax ............. (1,304) 1,175
Income tax benefit (provision) related to items of other
comprehensive income (loss) .................................. 73 (400)
------------ ------------
Other comprehensive income (loss), net of income tax ............. (1,231) 775
------------ ------------
Comprehensive income ............................................. $ 1,560 $ 1,734
============ ============
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 31,
---------------------------
2003 2002
------------ ------------
Net income ....................................................... $ 2,568 $ 843
------------ ------------
Other comprehensive income (loss), before income tax:
Unrealized gains (losses) on securities:
Unrealized holding gains arising during period ........... 1,703 865
Less: Reclassification adjustment for gains included
in net income ........................................ (1,938) (404)
------------ ------------
Other comprehensive income (loss), before income tax ............. (235) 461
Income tax benefit (provision) related to items of other
comprehensive income (loss) .................................. 80 (157)
------------ ------------
Other comprehensive income (loss), net of income tax ............. (155) 304
------------ ------------
Comprehensive income ............................................. $ 2,413 $ 1,147
============ ============
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,
---------------------------
2003 2002
------------ -----------
Net income ................................................................... $ 2,568 $ 843
Add (deduct):
Adjustments to reconcile net income to cash applied to operating activities:
Realized investment gains, net ........................................... (1,938) (404)
Gain on purchase and cancellation of debentures .......................... (2,227) -
Net gains on sale of property and equipment .............................. (642) -
Amortization and depreciation expense .................................... 737 816
Provision for non-collection of premiums ................................. 150 143
Provision for non-collection of reinsurance recoverables ................. 183 173
Net change in non-cash balances relating to operating activities:
Premiums receivable .................................................... 281 790
Reinsurance recoverable on paid losses ................................. (377) (424)
Reinsurance recoverable on paid losses from related parties ............ (135) (338)
Reinsurance recoverable on unpaid losses ............................... 4,352 (2,312)
Reinsurance recoverable on unpaid losses from related parties .......... 484 1,832
Prepaid reinsurance premiums ........................................... 2,968 7,639
Prepaid reinsurance premiums to related parties ........................ (1,137) (2,000)
Deferred policy acquisition costs ...................................... (454) (802)
Other assets ........................................................... 2,215 1,090
Unpaid losses and loss adjustment expenses ............................. (8,499) (3,601)
Unearned premiums ...................................................... (4,864) (4,390)
Policyholder deposits .................................................. 138 (192)
Accrued taxes and other payables ....................................... 673 336
Premiums payable ....................................................... (877) (3,486)
------------ -----------
Cash applied to operating activities ..................................... (6,401) (4,287)
------------ -----------
INVESTING ACTIVITIES
Unrestricted fixed maturities available for sale:
Purchases ................................................................ (12,261) (12,069)
Sales .................................................................... 10,676 19,481
Maturities ............................................................... 1,866 1,641
Equity securities available for sale:
Sales .................................................................... 1,720 -
Cost of property and equipment purchased ................................... (369) (158)
Proceeds from sale of property and equipment ............................... 74 36
------------ -----------
Cash provided by investing activities .................................... 1,706 8,931
------------ -----------
FINANCING ACTIVITIES
Proceeds from issuance of trust preferred securities ....................... 13,000 -
Payment on retirement of debentures ........................................ (7,250) -
Debt issue costs ........................................................... (456) -
Payments and loans from related parties .................................... 397 1,804
Payments and loans to related parties ...................................... (379) (2,458)
------------ -----------
Cash provided by (applied to) financing activities ....................... 5,312 (654)
------------ -----------
Increase in cash and cash equivalents during the period ...................... 617 3,990
Cash and cash equivalents at beginning of period ............................. 9,336 4,124
------------ -----------
Cash and cash equivalents at end of period ................................... $ 9,953 $ 8,114
============ ===========
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, 2003 AND 2002
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Chandler
(U.S.A.), Inc. ("Chandler USA") 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
Chandler USA's Annual Report on Form 10-K for the year ended December 31, 2002.
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,
2003 are not necessarily indicative of the results that may be expected for
the year.
The consolidated financial statements include the accounts of Chandler
USA and all wholly owned subsidiaries including National American Insurance
Company ("NAICO"). See Note 4 regarding Chandler Capital Trust I, a wholly
owned subsidiary of Chandler USA, which was established in May 2003.
Effective December 1, 2002, Chandler USA completed the sale of its wholly
owned subsidiary LaGere and Walkingstick Insurance Agency, Inc. ("L&W"). L&W
previously functioned as Chandler USA's agency segment. Prior periods have
been restated to reflect the results of L&W as a discontinued operation.
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
Chandler Insurance and certain of its subsidiaries and affiliates,
including Chandler USA, were previously involved in various matters of
litigation with CenTra, Inc. ("CenTra"). 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. 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
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 $1.6
million for reinsurance recoverables on paid losses and loss adjustment
expenses as of June 30, 2003. NAICO is currently engaged in arbitration in
order to enforce the terms of the reinsurance treaties.
Chandler USA and its subsidiaries are not parties to any other material
litigation other than as is routinely encountered in their respective business
activities. While the outcome of these matters cannot be predicted with
certainty, Chandler USA does not expect these matters to have a material
adverse effect on its financial condition, results of operations or cash flows.
NOTE 3. NEW ACCOUNTING STANDARD
In May 2003, the Financial Accounting Standards Board issued STATEMENT OF
FINANCIAL ACCOUNTING STANDARDS ("SFAS") NO. 150, ACCOUNTING FOR CERTAIN
FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY.
SFAS No. 150 establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). Many of
those instruments were previously classified as equity. SFAS No. 150 is
effective for financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. During May 2003, Chandler USA issued trust
preferred securities through a wholly owned subsidiary and has accounted for
the trust preferred securities as a liability in accordance with SFAS No. 150.
NOTE 4. TRUST PREFERRED SECURITIES
In May 2003, Chandler USA established Chandler Capital Trust I (the
"Trust"). The Trust is a Delaware statutory business trust and is a wholly
owned consolidated subsidiary of Chandler USA. On May 22, 2003, the Trust
issued $13.0 million of capital securities (the "Trust Preferred Securities")
to InCapS Funding I, Ltd., an unaffiliated company established under the laws
of the Cayman Islands, in a private transaction. Distributions on the Trust
Preferred Securities are payable quarterly at a fixed annual rate of 9.75%
beginning August 23, 2003. The Trust may defer these payments for up to 20
consecutive quarters, but not beyond the maturity of the Trust Preferred
Securities, with such deferred payments accruing interest compounded quarterly.
The Trust Preferred Securities are subject to a mandatory redemption on May
23, 2033, but they may be redeemed after five years at a premium of half the
fixed rate coupon declining ratably to par in the 10th year. All payments by
the Trust regarding the Trust Preferred Securities are guaranteed by Chandler
USA.
The Trust used the proceeds from the sale of the Trust Preferred
Securities to purchase 9.75% junior subordinated debentures (the "Junior
Debentures") of Chandler USA in like amount, and will distribute any cash
payments it receives thereon to the holders of its preferred and common
securities. The Junior Debentures are the sole assets of the Trust.
Distributions on the Junior Debentures are payable quarterly at a fixed annual
rate of 9.75% beginning August 23, 2003. Chandler USA may defer these payments
for up to 20 consecutive quarters, but not beyond the maturity of the Junior
Debentures, with such deferred payments accruing interest compounded quarterly.
The Junior Debentures are subject to a mandatory redemption on May 23, 2033,
but they may be redeemed after five years at a premium of half the fixed rate
coupon declining ratably to par in the 10th year.
The sale of the Trust Preferred Securities resulted in net proceeds of
$12.5 million to Chandler USA, net of placement costs. Chandler USA used $7.5
million of the proceeds to purchase $10.0 million principal amount of its
outstanding senior debentures. The senior debentures purchased by Chandler USA
have been cancelled. The purchase and cancellation of the senior debentures
resulted in a pre-tax gain of $2.2 million, net of an adjustment to unamortized
issuance costs, which is included in other income in the consolidated statement
of operations. Chandler USA also contributed $5.0 million of the proceeds to
NAICO to be used for general corporate purposes.
PAGE 9
NOTE 5. SEGMENT INFORMATION
Chandler USA has one reportable operating segment for property and
casualty insurance. In December 2002, Chandler USA sold L&W, which had
previously been reported as Chandler USA's agency segment. The agency segment
and certain items related to L&W have been restated and reported as
discontinued operations for all periods presented.
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.
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- --------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
(In thousands)
INSURANCE PROGRAM
- ---------------------------------------
NET PREMIUMS EARNED
Standard property and casualty ........ $ 11,258 $ 12,734 $ 22,948 $ 24,700
Political subdivisions ................ 2,355 3,450 4,705 6,795
Surety bonds .......................... 808 868 1,214 1,690
Other (1).............................. - 74 91 166
------------ ------------ ------------ ------------
$ 14,421 $ 17,126 $ 28,958 $ 33,351
============ ============ ============= ============
LOSSES AND LOSS ADJUSTMENT EXPENSES
Standard property and casualty ........ $ 6,135 $ 8,992 $ 12,886 $ 16,142
Political subdivisions ................ 2,249 2,165 4,057 5,021
Surety bonds .......................... 677 270 631 939
Other (1).............................. 64 76 260 205
------------ ------------ ------------ ------------
$ 9,125 $ 11,503 $ 17,834 $ 22,307
============ ============ ============ ============
- -------------------------------------------------
(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 6. INCOME TAXES
Chandler USA's effective tax rate for the three months and six months
ended June 30, 2003 is less than the statutory tax rate in the consolidated
statements of operations due principally to the utilization of Chandler USA's
capital loss carryforward.
NOTE 7. COMMITMENTS AND CONTINGENCIES
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
4.00% at June 30, 2003. 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. During
the first quarter of 2003, Chandler USA exercised its option to repurchase the
equipment at the end of the lease for approximately $3.0 million. The deferred
gain is being amortized into income over the final year of the lease, resulting
in other income of $510,000 and $652,000 for the second quarter and first six
months of 2003, respectively.
PAGE 10
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") 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, including the ability to implement price increases;
(iv) claims frequency; (v) claims severity; (vi) catastrophic events of
unanticipated frequency or severity; (vii) the number of new and renewal policy
applications submitted to National American Insurance Company ("NAICO") by its
agents; (viii) the ability of NAICO to obtain adequate reinsurance in amounts
and at rates that will not adversely affect its competitive position; (ix) the
ability of NAICO to maintain favorable insurance company ratings; and (x)
various other factors.
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, 2003 and 2002:
GROSS PREMIUMS EARNED NET PREMIUMS EARNED
--------------------------- ---------------------------
THREE MONTHS ENDED JUNE 30, 2003 2002 2003 2002
---------------------------------- ------------ ------------ ------------ ------------
(In thousands)
Standard property and casualty ... $ 23,251 $ 27,426 $ 11,258 $ 12,734
Political subdivisions ........... 7,892 8,815 2,355 3,450
Surety bonds ..................... 942 1,300 808 868
Other ............................ 4 74 - 74
------------ ------------ ------------ ------------
TOTAL ............................ $ 32,089 $ 37,615 $ 14,421 $ 17,126
============ ============ ============ ============
GROSS PREMIUMS EARNED NET PREMIUMS EARNED
--------------------------- ---------------------------
SIX MONTHS ENDED JUNE 30, 2003 2002 2003 2002
---------------------------------- ------------ ------------ ------------ ------------
(In thousands)
Standard property and casualty ... $ 47,342 $ 55,322 $ 22,948 $ 24,700
Political subdivisions ........... 16,070 17,432 4,705 6,795
Surety bonds ..................... 1,817 2,654 1,214 1,690
Other ............................ 95 171 91 166
------------ ------------ ------------ ------------
TOTAL ............................ $ 65,324 $ 75,579 $ 28,958 $ 33,351
============ ============ ============ ============
Gross premiums earned decreased $5.5 million or 15% and $10.3 million or
14% in the second quarter and first six months of 2003, respectively, compared
to the 2002 periods. Gross premiums earned in Oklahoma decreased $2.9 million
and $5.2 million in the second quarter and first six months of 2003,
respectively, from the 2002 periods, and gross premiums earned in Texas
decreased $2.7 million and $5.6 million in these periods. These decreases were
primarily the result of NAICO's efforts to focus on improving underwriting
profitability in its core programs by re-underwriting the business. Net
premiums earned decreased $2.7 million or 16% and $4.4 million or 13% for the
second quarter and first six months of 2003, respectively.
PAGE 11
Gross premiums earned in the standard property and casualty program
decreased $4.2 million or 15% and $8.0 million or 14% in the second quarter and
first six months of 2003, respectively, compared to the 2002 periods. The
workers compensation line accounted for $3.2 million and $6.5 million of the
decrease in the second quarter and first six months of 2003, respectively.
Gross premiums earned in Texas decreased $2.7 million and $5.4 million in the
second quarter and first six months of 2003, respectively, and gross premiums
earned in Oklahoma decreased $2.1 million and $4.2 million in the same periods.
The decreases were primarily due to discontinuing certain accounts where rates
were not believed to be adequate. Net premiums earned in this program
decreased $1.5 million or 12% and $1.8 million or 7% in the second quarter and
first six months of 2003, respectively. Net premiums earned decreased less
than gross premiums earned due to quota share reinsurance that expired on
January 1, 2002 and that was in runoff during the 2002 periods.
Gross premiums earned in the political subdivisions program decreased
$923,000 or 10% and $1.4 million or 8% in the second quarter and first six
months of 2003, respectively, compared to the 2002 periods. Gross premiums
earned in the school districts portion of the program decreased $147,000 and
increased $244,000 in the second quarter and first six months of 2003,
respectively. Gross premiums earned in the municipalities portion of the
program decreased $776,000 and $1.6 million in the second quarter and first
six months of 2003, respectively. During 2002, NAICO significantly reduced
its premium writings in this portion of the program. Net premiums earned in
this program decreased $1.1 million or 32% and $2.1 million or 31% in the
second quarter and first six months of 2003, respectively, due to the decrease
in gross premiums earned and to reinsuring a portion of the property lines of
coverage with Chandler Insurance (Barbados), Ltd. ("Chandler Barbados") on a
quota share basis effective January 1, 2003.
Gross premiums earned in the surety bond program decreased $358,000 or
28% and $837,000 or 32% in the second quarter and first six months of 2003,
respectively, compared to the 2002 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
$60,000 or 7% and $476,000 or 28% in the second quarter and first six months
of 2003, respectively. NAICO experienced an increase in the cost of its
reinsurance for this program during the first quarter of 2003. NAICO elected
not to renew its surety bond reinsurance program effective April 1, 2003 due
to the decreased premium volume in this program and to the current market for
this reinsurance.
NET INTEREST INCOME AND NET REALIZED INVESTMENT GAINS
At June 30, 2003, Chandler USA's investment portfolio consisted primarily
of fixed income U.S. Government and high-quality corporate bonds, with
approximately 15% 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 from continuing operations, excluding interest income
from Chandler Barbados, decreased $168,000 or 23% in the second quarter of 2003
compared to the second quarter of 2002, and decreased $295,000 or 22% for the
six months ended June 30, 2003. The decreases were due primarily to lower
interest rates in 2003. Cash and invested assets were $68.3 million at June
30, 2003 compared to $68.9 million at June 30, 2002. Net interest income from
Chandler Barbados increased $32,000 or 41% and $60,000 or 37% in the second
quarter and first six months of 2003, respectively, due to an increase in
intercompany borrowing.
Net realized investment gains were $1.8 million and $1.9 million during
the second quarter and first six months of 2003, respectively, compared to
$388,000 and $404,000 during the second quarter and first six months of 2002.
Realized investment gains in the second quarter of 2003 included a gain of
$1.7 million from the sale of 19,371 shares of common stock of Insurance
Services Office, Inc. ("ISO"). NAICO received these shares in 1997 as a result
of ISO converting to a for-profit corporation.
OTHER INCOME
Other income from continuing operations was $2.8 million and $3.0 million
in the second quarter and first six months of 2003, respectively, compared to
$89,000 and $132,000 during the second quarter and first six months of 2002.
The 2003 amounts included a gain of $2.2 million related to the purchase and
cancellation of $10.0 million of Chandler USA's senior debentures. Other
income also included $510,000 and $652,000 in the second quarter and first six
months of 2003 for the amortization of the deferred gain related to the sale
and leaseback of certain equipment. The deferred gain is being amortized into
income over the final year of the lease following the exercise of the option
for Chandler USA to repurchase the equipment at the end of the lease. See
LIQUIDITY AND CAPITAL RESOURCES.
PAGE 12
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.
The percentage of losses and loss adjustment expenses to net premiums
earned ("loss ratio") was 63.3% and 61.6% for the second quarter and first six
months of 2003, compared to 67.2% and 66.9% in the corresponding 2002 periods.
The decrease in the 2003 loss ratios resulted primarily from NAICO's past
efforts to re-underwrite and re-price its business. Weather-related losses
from wind and hail totaled $1.3 million and $1.4 million in the second quarter
and first six months of 2003 and increased the respective loss ratios by 8.8
and 4.7 percentage points. Weather-related losses totaled $516,000 and $1.0
million in the second quarter and first six months of 2002, and increased the
respective 2002 loss ratios by 3.0 percentage points.
POLICY ACQUISITION COSTS
Policy acquisition costs consist of costs associated with the acquisition
of new and renewal business and generally include direct costs such as premium
taxes, commissions to agents and ceding companies and premium-related
assessments and indirect costs such as salaries and expenses of personnel who
perform and support underwriting activities. NAICO also receives ceding
commissions from the reinsurers who assume premiums from NAICO under certain
reinsurance contracts and the ceding commissions are accounted for as a
reduction of policy acquisition costs. Direct policy acquisition costs and
ceding commissions are deferred and amortized over the terms of the policies.
When the sum of anticipated losses, loss adjustment expenses and unamortized
policy acquisition costs exceeds the related unearned premiums, including
anticipated investment income, a provision for the indicated deficiency is
recorded.
The following table sets forth Chandler USA's policy acquisition costs
from continuing operations for each of the three and six month periods ended
June 30, 2003 and 2002:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
2003 2002 2003 2002
---------- ---------- ---------- ----------
(In thousands)
Commissions expense ........................$ 4,341 $ 5,633 $ 9,295 $ 10,440
Other premium related assessments .......... 344 342 694 766
Premium taxes .............................. 638 1,016 1,398 1,790
Excise taxes ............................... 56 73 139 136
Dividends to policyholders ................. 9 27 15 38
Other expense .............................. 207 233 351 283
---------- ---------- ---------- ----------
Total direct expenses ...................... 5,595 7,324 11,892 13,453
Indirect underwriting expenses ............. 1,943 2,090 3,984 4,318
Commissions received from reinsurers ....... (3,443) (6,374) (9,303) (11,469)
Adjustment for deferred acquisition costs .. (873) (645) (454) (1,257)
---------- ---------- ---------- ----------
Net policy acquisition costs ...............$ 3,222 $ 2,395 $ 6,119 $ 5,045
========== ========== ========== ==========
Total gross direct and indirect expenses as a percentage of direct written
and assumed premiums were 27.6% and 26.3% for the second quarter and first six
months of 2003, respectively, compared to 25.9% and 25.0% in the corresponding
year ago periods. Commission expense as a percentage of gross written and
assumed premiums was 15.9% and 15.4% in the second quarter and the first six
months of 2003, respectively, compared to 15.5% and 14.7% in the corresponding
2002 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. Commissions received from
reinsurers decreased $2.9 million or 46% and $2.2 million or 19% in the second
quarter and first six months of 2003, respectively, compared to the 2002
periods. The decrease was due to a decrease in reinsurance premiums ceded
during the periods and to an increase in ceding commissions in the 2002 periods
that resulted from a lower than expected loss ratio for certain reinsurance
that included a sliding scale commission arrangement.
PAGE 13
Indirect underwriting expenses were 7.1% and 6.6% of total direct
written and assumed premiums in the second quarter and first six months of
2003, respectively, compared to 5.8% and 6.1% in the corresponding 2002
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.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses from continuing operations were 10.5%
and 10.7% of gross premiums earned in the second quarter and first six months
of 2003, respectively, compared to 7.3% and 7.7% for the corresponding 2002
periods. The 2003 percentages increased due to the decrease in gross premiums
earned and to increased employee related expenses. 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
overall premium volume.
INTEREST EXPENSE
Interest expense from continuing operations increased $41,000 and $40,000
in the second quarter and first six months of 2003, respectively, compared to
the 2002 periods. The increase is due to the issuance of $13.0 million of
trust preferred securities in May 2003, less the interest saved from the
purchase and cancellation of $10.0 million of Chandler USA's senior debentures.
LIQUIDITY AND CAPITAL RESOURCES
In the first six months of 2003, Chandler USA used $6.4 million in cash
from operations due primarily to a reduction in unpaid losses and loss
adjustment expenses and a reduction in unearned premiums. In the first six
months of 2002, Chandler USA used $4.3 million in cash from operations.
In May 2003, Chandler USA established Chandler Capital Trust I (the
"Trust"). The Trust is a Delaware statutory business trust and is a wholly
owned consolidated subsidiary of Chandler USA. On May 22, 2003, the Trust
issued $13.0 million of capital securities (the "Trust Preferred Securities")
to InCapS Funding I, Ltd., an unaffiliated company established under the laws
of the Cayman Islands, in a private transaction. Distributions on the Trust
Preferred Securities are payable quarterly at a fixed annual rate of 9.75%
beginning August 23, 2003. The Trust may defer these payments for up to 20
consecutive quarters, but not beyond the maturity of the Trust Preferred
Securities, with such deferred payments accruing interest compounded quarterly.
The Trust Preferred Securities are subject to a mandatory redemption on May
23, 2033, but they may be redeemed after five years at a premium of half the
fixed rate coupon declining ratably to par in the 10th year. All payments by
the Trust regarding the Trust Preferred Securities are guaranteed by Chandler
USA.
The Trust used the proceeds from the sale of the Trust Preferred
Securities to purchase 9.75% junior subordinated debentures (the "Junior
Debentures") of Chandler USA in like amount, and will distribute any cash
payments it receives thereon to the holders of its preferred and common
securities. The Junior Debentures are the sole assets of the Trust.
Distributions on the Junior Debentures are payable quarterly at a fixed annual
rate of 9.75% beginning August 23, 2003. Chandler USA may defer these payments
for up to 20 consecutive quarters, but not beyond the maturity of the Junior
Debentures, with such deferred payments accruing interest compounded quarterly.
The Junior Debentures are subject to a mandatory redemption on May 23, 2033,
but they may be redeemed after five years at a premium of half the fixed rate
coupon declining ratably to par in the 10th year.
The sale of the Trust Preferred Securities resulted in net proceeds of
$12.5 million to Chandler USA, net of placement costs. Chandler USA used $7.5
million of the proceeds to purchase $10.0 million principal amount of its
outstanding senior debentures. The senior debentures purchased by Chandler USA
have been cancelled. The purchase and cancellation of the senior debentures
resulted in a pre-tax gain of $2.2 million, net of an adjustment to unamortized
issuance costs, which is included in other income in the consolidated statement
of operations. Chandler USA also contributed $5.0 million of the proceeds to
NAICO to be used for general corporate purposes.
At June 30, 2003 and December 31, 2002, Chandler Barbados owed
approximately $10.6 million to Chandler USA under 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.
PAGE 14
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 4.00%
at June 30, 2003. 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. During the first
quarter of 2003, Chandler USA exercised its option to repurchase the equipment
at the end of the lease for approximately $3.0 million. The deferred gain is
being amortized into income over the final year of the lease, resulting in
other income of $510,000 and $652,000 for the second quarter and first six
months of 2003, respectively.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this report and pursuant to Rule
13a-15 of the Securities Exchange Act of 1934 (the "Exchange Act"), Chandler
USA's management, including the Chief Executive Officer and Chief Financial
Officer, conducted an evaluation of the effectiveness and design of Chandler
USA's disclosure controls and procedures (as that term is defined in Rules
13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation,
Chandler USA's Chief Executive Officer and Chief Financial Officer concluded,
as of the end of the period covered by this report, that Chandler USA's
disclosure controls and procedures were effective in recording, processing,
summarizing and reporting information required to be disclosed by Chandler USA,
within the time periods specified in the Securities and Exchange Commission's
rules and forms.
CHANGES IN INTERNAL CONTROLS
In addition and as of the end of the period covered by this report, there
have been no changes in internal control over financial reporting (as defined
in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter to
which this report relates that have materially affected or is reasonably likely
to materially affect, the internal control over financial reporting.
PAGE 15
PART II. OTHER INFORMATION
-----------------
Item 1. Legal Proceedings
-----------------
In response to this item, Chandler USA incorporates by reference to
Note 2. Litigation to its Interim Consolidated Financial Statements
contained elsewhere in this report.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
None.
Item 3. Defaults Upon Senior Securities
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Effective May 13, 2003, Chandler USA's sole shareholder, Chandler
Barbados, re-elected the following individuals to serve on Chandler
USA'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
Item 5. Other Information
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
Index of Exhibits
-----------------
4.1 First Amendment to Indenture effective May 13, 2003 constituting
the First Amendment to the Indenture dated as of July 16, 1999,
between Chandler (U.S.A.), Inc., and The Bank of New York Trust
Company of Florida, N.A. as successor trustee to U.S. Trust
Company of Texas, N.A., as Trustee regarding the 8.75% senior
debentures due 2014 issued by Chandler (U.S.A.), Inc.
10.1 Amended and Restated Declaration of Trust of Chandler Capital
Trust I dated as of May 22, 2003 among Chandler (U.S.A.), Inc.,
as sponsor, Wilmington Trust Company, as Delaware trustee,
Wilmington Trust Company, as institutional trustee, and W. Brent
LaGere, Mark T. Paden and Mark C. Hart, as administrators.
10.2 Indenture, dated as of May 22, 2003 among Chandler (U.S.A.),
Inc., as issuer, and Wilmington Trust Company, as trustee.
10.3 Guarantee Agreement, dated as of May 22, 2003 between Chandler
(U.S.A.), Inc., as guarantor, and Wilmington Trust Company, as
guarantee trustee.
10.4 Capital Securities Subscription Agreement dated as of May 13,
2003 among Chandler (U.S.A.), Inc. and Chandler Capital Trust
I, together as offerors, and InCapS Funding I, Ltd., as
purchaser.
10.5 Placement Agreement dated May 13, 2003 among Chandler (U.S.A.),
Inc. and Chandler Capital Trust I, together as offerors, and
Sandler O'Neill & Partners, L.P., as placement agent.
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.
Reports on Form 8-K
-------------------
Chandler USA filed one current report on Form 8-K dated May 13, 2003
responding to Item 5 of Form 8-K.
PAGE 16
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 11, 2003 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)