=============================================================================
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 September 30, 2000
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 October 31, 2000 was 2,484, which are owned by Chandler
Insurance (Barbados), Ltd., a wholly owned subsidiary of Chandler
Insurance Company, Ltd.
REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a)
AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE
REDUCED DISCLOSURE FORMAT.
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<PAGE>
PAGE i
CHANDLER (U.S.A.), INC.
INDEX
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1
------
Consolidated Balance Sheets as of September 30, 2000 and
December 31, 1999 ......................................................1
Consolidated Statements of Operations for the three months
ended September 30, 2000 and 1999.......................................2
Consolidated Statements of Operations for the nine months
ended September 30, 2000 and 1999.......................................3
Consolidated Statements of Comprehensive Income for the three
months ended September 30, 2000 and 1999................................4
Consolidated Statements of Comprehensive Income for the nine
months ended September 30, 2000 and 1999................................5
Consolidated Statements of Cash Flows for the nine months
ended September 30, 2000 and 1999.......................................6
Notes to Interim Consolidated Financial Statements........................7
ITEM 2
------
Management's Discussion and Analysis of Financial Condition and
Results of Operations..................................................11
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>
PAGE 1
CHANDLER (U.S.A.), INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except share amounts)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Investments
Fixed maturities available for sale, at fair value
Restricted ................................................... $ 5,450 $ 6,826
Unrestricted ................................................. 82,247 80,410
Fixed maturities held to maturity, at amortized cost
Restricted (fair value $181 and $176 in 2000
and 1999, respectively) .................................... 173 169
Unrestricted (fair value $916 and $863 in 2000
and 1999, respectively) .................................... 865 815
Equity securities available for sale, at fair value....... ..... 442 306
------------- ------------
Total investments ............................................ 89,177 88,526
Cash and cash equivalents ........................................ 7,603 5,140
Premiums receivable, less allowance for non-collection
of $463 and $263 at 2000 and 1999, respectively ................ 44,012 47,717
Reinsurance recoverable on paid losses, less allowance for
non-collection of $275 at 2000 and 1999 ........................ 2,363 3,281
Reinsurance recoverable on unpaid losses, less allowance for
non-collection of $355 and $302 at 2000 and 1999, respectively.. 38,025 37,540
Reinsurance recoverable on unpaid losses from related parties..... 13,608 9,542
Prepaid reinsurance premiums ..................................... 27,702 19,960
Prepaid reinsurance premiums to related parties .................. 14,849 9,604
Deferred policy acquisition costs ................................ 2,343 3,134
Property and equipment, net ...................................... 12,575 10,719
Licenses, net .................................................... 3,932 4,044
Excess of cost over net assets acquired, net ..................... 3,296 3,956
Other assets ..................................................... 15,754 13,673
------------- ------------
Total assets ..................................................... $ 275,239 $ 256,836
============= ============
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
Unpaid losses and loss adjustment expenses ..................... $ 99,748 $ 98,460
Unearned premiums .............................................. 83,366 67,769
Policyholder deposits .......................................... 5,329 5,135
Accrued taxes and other payables ............................... 5,505 6,544
Premiums payable ............................................... 11,583 7,313
Premiums payable to related parties ............................ 789 343
Amounts due to affiliate ....................................... 465 533
Debentures ..................................................... 24,000 24,000
------------- ------------
Total liabilities ............................................ 230,785 210,097
------------- ------------
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 ............................................ (15,257) (12,127)
Accumulated other comprehensive loss:
Unrealized loss on investments available for sale,
net of income tax .......................................... (875) (1,720)
------------- ------------
Total shareholder's equity ................................... 44,454 46,739
------------- ------------
Total liabilities and shareholder's equity ....................... $ 275,239 $ 256,836
============= ============
</TABLE>
See accompanying Notes to Interim Consolidated Financial Statements.
<PAGE>
PAGE 2
CHANDLER (U.S.A.), INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(Amounts in thousands)
<TABLE>
<CAPTION>
For the three months
ended September 30,
---------------------------
2000 1999
------------- ------------
<S> <C> <C>
Premiums and other revenues
Direct premiums written and assumed ............................ $ 65,258 $ 50,203
Reinsurance premiums ceded ..................................... (23,027) (19,382)
Reinsurance premiums ceded to related parties .................. (12,065) (6,951)
------------- ------------
Net premiums written and assumed ............................. 30,166 23,870
Increase in unearned premiums .................................... (6,811) (6,725)
------------- ------------
Net premiums earned .......................................... 23,355 17,145
Interest income, net ............................................. 1,062 897
Realized investment gains, net ................................... 142 5
Commissions, fees and other income ............................... 431 450
------------- ------------
Total premiums and other revenues ............................ 24,990 18,497
------------- ------------
Operating costs and expenses
Losses and loss adjustment expenses, net of amounts
ceded to related parties of $5,317 and $2,674 in
2000 and 1999, respectively .................................. 16,722 13,780
Policy acquisition costs, net of ceding commissions
received from related parties of $4,207 and $2,374 in
2000 and 1999, respectively .................................. 4,566 3,070
General and administrative expenses ............................ 3,253 2,799
Interest expense ............................................... 565 507
Litigation expenses, net ....................................... 25 28
------------- ------------
Total operating costs and expenses ........................... 25,131 20,184
------------- ------------
Loss before income taxes ......................................... (141) (1,687)
Federal income tax benefit (provision) ........................... (75) 513
------------- ------------
Net loss ......................................................... $ (216) $ (1,174)
============= ============
</TABLE>
See accompanying Notes to Interim Consolidated Financial Statements.
<PAGE>
PAGE 3
CHANDLER (U.S.A.), INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(Amounts in thousands)
<TABLE>
<CAPTION>
For the nine months
ended September 30,
---------------------------
2000 1999
------------- ------------
<S> <C> <C>
Premiums and other revenues
Direct premiums written and assumed ............................ $ 157,177 $ 124,985
Reinsurance premiums ceded ..................................... (56,798) (50,909)
Reinsurance premiums ceded to related parties .................. (32,109) (16,838)
------------- ------------
Net premiums written and assumed ............................. 68,270 57,238
Increase in unearned premiums .................................. (2,610) (8,042)
------------- ------------
Net premiums earned .......................................... 65,660 49,196
Interest income, net ............................................. 3,154 2,928
Realized investment gains, net ................................... 142 57
Commissions, fees and other income ............................... 1,096 1,172
------------- ------------
Total premiums and other revenues ............................ 70,052 53,353
------------- ------------
Operating costs and expenses
Losses and loss adjustment expenses, net of amounts
ceded to related parties of $14,929 and $8,219 in
2000 and 1999, respectively .................................. 49,123 36,348
Policy acquisition costs, net of ceding commissions
received from related parties of $11,152 and $5,932 in
2000 and 1999, respectively .................................. 14,268 10,914
General and administrative expenses ............................ 9,265 8,098
Interest expense ............................................... 1,689 927
Litigation expenses, net ....................................... 50 73
------------- ------------
Total operating costs and expenses ........................... 74,395 56,360
------------- ------------
Loss before income taxes ......................................... (4,343) (3,007)
Federal income tax benefit ....................................... 1,213 830
------------- ------------
Net loss ......................................................... $ (3,130) $ (2,177)
============= ============
</TABLE>
See accompanying Notes to Interim Consolidated Financial Statements.
<PAGE>
PAGE 4
CHANDLER (U.S.A.), INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
(Amounts in thousands)
<TABLE>
<CAPTION>
For the three months
ended September 30,
---------------------------
2000 1999
------------- ------------
<S> <C> <C>
Net loss ......................................................... $ (216) $ (1,174)
------------- ------------
Other comprehensive income (loss), before income tax:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during period ...... 1,204 (205)
Less: Reclassification adjustment for gains included
in net loss ................................................ (142) (5)
------------- ------------
Other comprehensive income (loss), before income tax ............. 1,062 (210)
Income tax benefit (provision) related to items of other
comprehensive income (loss) .................................... (361) 72
------------- ------------
Other comprehensive income (loss), net of income tax ............. 701 (138)
------------- ------------
Comprehensive income (loss) ...................................... $ 485 $ (1,312)
============= ============
</TABLE>
See accompanying Notes to Interim Consolidated Financial Statements.
<PAGE>
PAGE 5
CHANDLER (U.S.A.), INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
(Amounts in thousands)
<TABLE>
<CAPTION>
For the nine months
September 30,
---------------------------
2000 1999
------------- ------------
<S> <C> <C>
Net loss ......................................................... $ (3,130) $ (2,177)
------------- ------------
Other comprehensive income (loss), before income tax:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during period ...... 1,422 (2,751)
Less: Reclassification adjustment for gains
included in net loss ....................................... (142) (57)
------------- ------------
Other comprehensive income (loss), before income tax ............. 1,280 (2,808)
Income tax benefit (provision) related to items of other
comprehensive income (loss) .................................... (435) 955
------------- ------------
Other comprehensive income (loss), net of income tax ............. 845 (1,853)
------------- ------------
Comprehensive loss ............................................... $ (2,285) $ (4,030)
============= ============
</TABLE>
See accompanying Notes to Interim Consolidated Financial Statements.
<PAGE>
PAGE 6
CHANDLER (U.S.A.), INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Amounts in thousands)
<TABLE>
<CAPTION>
For the nine months
ended September 30,
----------------------
2000 1999
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss ............................................................. $ (3,130) $ (2,177)
Add (deduct):
Adjustments to reconcile net loss to cash provided by
operating activities:
Realized investment gains, net ................................... (142) (57)
Net losses on sale of property and equipment ..................... 5 1
Amortization and depreciation .................................... 1,856 1,643
Provision for non-collection of premiums ......................... 249 166
Net change in non-cash balances relating to operating activities:
Premiums receivable ............................................ 3,456 (8,474)
Reinsurance recoverable on paid losses ......................... 903 351
Reinsurance recoverable on unpaid losses ....................... (470) (20,692)
Reinsurance recoverable on unpaid losses from related parties... (4,066) 2,262
Prepaid reinsurance premiums ................................... (7,742) (4,731)
Prepaid reinsurance premiums to related parties ................ (5,245) (2,028)
Deferred policy acquisition costs .............................. 791 -
Other assets ................................................... (2,600) (1,185)
Unpaid losses and loss adjustment expenses ..................... 1,288 15,893
Unearned premiums .............................................. 15,597 14,801
Policyholder deposits .......................................... 194 756
Accrued taxes and other payables ............................... (1,039) 256
Premiums payable ............................................... 4,270 4,499
Premiums payable to related parties ............................ 446 (1,021)
---------- ----------
Cash provided by operating activities ............................ 4,621 263
---------- ----------
INVESTING ACTIVITIES
Unrestricted fixed maturities available for sale:
Purchases ........................................................ (25,776) (7,568)
Sales ............................................................ 7,142 4,159
Maturities ....................................................... 19,241 4,477
Unrestricted fixed maturities held to maturity:
Maturities ....................................................... - 1,000
Cost of property and equipment purchased ........................... (2,718) (1,837)
Proceeds from sale of property and equipment ....................... 21 96
---------- ----------
Cash provided by (applied to) investing activities .............. (2,090) 327
---------- ----------
FINANCING ACTIVITIES
Proceeds from debentures ........................................... - 24,000
Payments on notes payable .......................................... - (9,410)
Debt issue costs ................................................... - (1,692)
Proceeds from borrowing from affiliate ............................. 834 3,432
Payments on borrowing from affiliate ............................... (902) (15,380)
---------- ----------
Cash provided by (applied to) financing activities ............... (68) 950
---------- ----------
Increase in cash and cash equivalents during the period .............. 2,463 1,540
Cash and cash equivalents at beginning of period ..................... 5,140 9,304
---------- ----------
Cash and cash equivalents at end of period ........................... $ 7,603 $ 10,844
========== ==========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
<PAGE>
PAGE 7
CHANDLER (U.S.A.), INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(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, 1999. 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 nine month periods ended September
30, 2000 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 (the "CenTra Group") since 1992. The CenTra Group has been a
significant shareholder in Chandler Insurance owning 49.2% of Chandler
Insurance's stock in July 1992. Three present or former executive
officers of CenTra, Norman E. Harned, Ronald W. Lech and M. J. Moroun were
directors of Chandler Insurance until November 1999. On April 22, 1997, the
U.S. District Court in Oklahoma City, Oklahoma (the "Oklahoma Federal
Court") entered judgments in that litigation. Various appeals were taken
from those judgments, but the judgments were affirmed on appeal.
On March 25, 1997, the U.S. District Court for the District of Nebraska
("Nebraska Court") ordered CenTra and certain of its affiliates to divest all
Chandler Insurance shares owned by them. The CenTra defendants owned or
controlled 3,133,450 Chandler Insurance shares. The Nebraska Court approved
a divestiture plan submitted by NAICO (the "NAICO Plan") which called for
Chandler Insurance to acquire and cancel the shares of Chandler Insurance
stock owned by the CenTra Group. During December 1999, Chandler Insurance
acquired 1,989,200 shares of its stock in exchange for payment of
$15,204,758. These shares were canceled upon acquisition by Chandler
Insurance. On November 1, 2000, the Nebraska Court ordered that all
remaining shares owned by CenTra be transferred to Chandler Insurance by
November 15, 2000 and that Chandler Insurance simultaneously pay $6,882,500
in exchange for the shares. Chandler Insurance previously recorded the
return of the 1,142,625 shares as a decrease to shareholders' equity during
1997.
<PAGE>
PAGE 8
In 1997, NAICO learned that several CenTra affiliates had filed two
lawsuits against NAICO, NAICO Indemnity (Cayman), Ltd. ("NAICO Indemnity"),
a wholly owned subsidiary of Chandler Insurance, and certain NAICO officers
asserting some of the same claims made and tried in the Oklahoma lawsuit
described previously. Those claims were purportedly prosecuted by CenTra on
its own behalf and on behalf of its subsidiaries and were based upon alleged
wrongful cancellation of their insurance policies by NAICO and NAICO
Indemnity. The Oklahoma Federal Court entered a judgment against CenTra on
these claims. NAICO and NAICO Indemnity contend that the Oklahoma Federal
Court's adjudication is conclusive as to all claims. The lawsuits have been
consolidated and have been assigned to the same judge who presided over the
action in the Oklahoma Federal Court. Dispositive motions filed by NAICO,
NAICO Indemnity and the other defendants are currently under consideration
by the Oklahoma Federal Court.
In the CenTra litigation, certain officers and directors of Chandler
USA and Chandler Insurance were named as defendants. In accordance with
its Articles of Association, Chandler Insurance and its subsidiaries have
advanced the litigation expenses of these persons in exchange for
undertakings to repay such expenses if those persons are later determined
to have breached the standard of conduct provided in the Articles of
Association. Chandler Barbados has paid expenses on behalf of these
officers and directors totaling approximately $2.3 million as of September
30, 2000. Some of these expenses relate to claims decided adversely to
the officers and directors and a portion of these expenses relate to claims
which are pending, have been dismissed or which were decided in favor of
the officers and directors. 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 is included
in other assets in Chandler Barbados' and Chandler USA's balance sheets.
Chandler Insurance and its subsidiaries are entitled to a total of
$5 million under the applicable insurance policy to the extent they have
advanced reimbursable expenses. Chandler Insurance is negotiating with the
insurer for payment of the policy balance. Chandler Insurance and its
subsidiaries could recover the remaining policy limits or could compromise
their claim, and could incur significant costs in either case.
The ultimate outcome of the litigation described above could have a
material adverse effect on Chandler USA and Chandler Insurance and could
negatively impact future earnings. Chandler USA's management believes that
adequate financial resources are available to pay the judgments as they
currently exist or as they may be modified on appeal. As a holding company,
Chandler USA may receive cash through equity sales, borrowings and dividends
from its subsidiaries. Chandler Barbados and NAICO are subject to various
regulations which restrict their ability to pay shareholder dividends. A
reduction in the amount of invested assets, or an increase in borrowings
resulting from potential payments of these judgments would reduce investment
earnings or increase operating expenses in future periods.
At the present time Chandler USA and its affiliates are actively
participating in court proceedings and rights of appeal concerning these
legal proceedings; therefore, Chandler USA and its affiliates are unable to
predict the outcome of such litigation with certainty or the effect of such
ongoing litigation on future operations. Chandler USA and its affiliates
are also unable to predict the effect of the divestiture order on the
rights, limitations or other regulation of ownership of the stock of any
existing or prospective holders of Chandler Insurance's common stock, or the
effect on the market price of Chandler Insurance's stock.
<PAGE>
PAGE 9
GOING PRIVATE LITIGATION
On June 1, 2000, Brent LaGere, Chairman and CEO of Chandler Insurance,
announced a plan led by senior company management and key stockholders of
Chandler Insurance which would result in Chandler Insurance becoming
privately held. At a regularly scheduled meeting of Chandler Insurance's
board of directors held on June 5, 2000, Robert L. Rice, James M. Jacoby
and Paul A. Maestri were appointed as a special committee of the board for
the purpose of considering the concept and fairness of the announced plan.
On June 30, 2000, the Company announced that three civil lawsuits were filed
against Chandler Insurance, Chandler USA and all of Chandler Insurance's
directors on June 5 and 6, 2000. The suits allege that the plans announced
on June 1, 2000 to take Chandler Insurance private are detrimental to the
public shareholders. The suits also request that they be certified as class
actions and that the court enter a temporary restraining order to prevent
completion of the announced plan. The suits also allege that all defendants
have breached and are breaching fiduciary duties owed to the plaintiffs and
other shareholders. All three suits have been consolidated into a single
action pending before a State District Judge in Oklahoma City. The
plaintiffs, who are represented by one law firm, have been granted leave to
amend their claims and are expected to do so by November 13, 2000. The
Company and Chandler Insurance will file a timely response and will
vigorously defend the suit. On June 12, 2000, CenTra made similar
allegations in an already pending lawsuit in the Nebraska Court involving a
court-ordered divestiture of Chandler Insurance's shares owned by CenTra.
CenTra requested that the court enjoin and restrain Mr. LaGere and others
from completing the announced plans. On July 20, 2000, the Nebraska Court
denied CenTra's request. On June 27, 2000, CenTra filed a similar request
in an already pending case in the Oklahoma Federal Court. Chandler
Insurance has responded, but the Oklahoma Federal Court has not ruled.
OTHER LITIGATION
Chandler USA and its subsidiaries are not parties to any other material
litigation other than as is routinely encountered in their respective
business activities.
NOTE 3. ACCOUNTING STANDARD ISSUED BUT NOT YET ADOPTED
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 133, ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities. It requires that the Company recognize all derivatives as
either assets or liabilities in the statement of financial condition and
measure those instruments at fair value. The accounting for changes in the
fair value of a derivative depends on the intended use of the derivative
and the resulting designation. The Company will adopt SFAS No. 133 when
required. Management of the Company does not expect that adoption of SFAS
No. 133 will have a material impact on the Company's consolidated financial
condition or results of operations.
<PAGE>
PAGE 10
NOTE 4. SEGMENT INFORMATION
The following table presents a summary of the Company's operating
segments for the three and nine month periods ended September 30, 2000
and 1999:
<TABLE>
<CAPTION>
Property
and All Intersegment Reported
Agency casualty Other eliminations balances
--------- ---------- --------- ------------ ----------
(In thousands)
<S> <C> <C> <C> <C> <C>
THREE MONTHS ENDED SEPTEMBER 30, 2000
Revenues from external customers (1)... $ 399 $ 23,387 $ - $ - $ 23,786
Intersegment revenues.................. 2,917 44 - (2,961) -
Segment profit (loss) before
income taxes (2)..................... (5) 223 (359) - (141)
THREE MONTHS ENDED SEPTEMBER 30, 1999
Revenues from external customers (1)... $ 441 $ 17,154 $ - $ - $ 17,595
Intersegment revenues.................. 2,720 35 - (2,755) -
Segment profit (loss) before
income taxes (2)..................... 106 (1,603) (190) - (1,687)
NINE MONTHS ENDED SEPTEMBER 30, 2000
Revenues from external customers (1)... $ 1,011 $ 65,745 $ - $ - $ 66,756
Intersegment revenues.................. 6,325 155 - (6,480) -
Segment profit (loss) before
income taxes (2)..................... (338) (3,296) (709) - (4,343)
Segment assets......................... 6,636 279,641 - (11,038) 275,239
NINE MONTHS ENDED SEPTEMBER 30, 1999
Revenues from external customers (1)... $ 1,148 $ 49,220 $ - $ - $ 50,368
Intersegment revenues.................. 6,046 156 - (6,202) -
Segment profit (loss) before
income taxes (2)..................... 1 (2,449) (559) - (3,007)
Segment assets......................... 6,127 261,492 - (10,473) 257,146
<FN>
---------------------------------------
(1) Consists of net premiums earned and commissions, fees and other income.
(2) Includes net realized investment gains.
</TABLE>
<PAGE>
PAGE 11
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.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
(In thousands)
<S> <C> <C> <C> <C>
INSURANCE PROGRAM
------------------------------------------
NET PREMIUMS EARNED
Standard property and casualty ........... $ 17,950 $ 10,120 $ 48,258 $ 27,353
Political subdivisions ................... 3,228 3,132 9,752 9,135
Surety bonds ............................. 1,446 1,828 4,951 6,148
Group accident and health ................ 762 2,040 2,519 6,620
Other .................................... (31) 25 180 (60)
---------- ---------- ---------- ----------
$ 23,355 $ 17,145 $ 65,660 $ 49,196
========== ========== ========== ==========
LOSSES AND LOSS ADJUSTMENT EXPENSES
Standard property and casualty ........... $ 12,885 $ 8,104 $ 36,264 $ 21,579
Political subdivisions ................... 2,478 3,728 8,127 10,185
Surety bonds ............................. 335 (6) 1,141 133
Group accident and health ................ 1,065 2,047 3,887 5,532
Other .................................... (41) (93) (296) (1,081)
---------- ---------- ---------- ----------
$ 16,722 $ 13,780 $ 49,123 $ 36,348
========== ========== ========== ==========
</TABLE>
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, oral statements made by the Company's officials
to analysts and shareholders in the course of presentations about the
Company and conference calls following earnings releases, 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 the Company 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 the
Company operates; (iv) claims frequency; (v) claims severity; (vi) the
number of new and renewal policy applications submitted by the Company's
agents; (vii) the ability of the Company to obtain adequate reinsurance in
amounts and at rates that will not adversely affect its competitive
position; (viii) NAICO's ability to maintain favorable insurance company
ratings; and (ix) other factors including the ongoing litigation matters
involving a significant concentration of ownership of the Company's
indirect parent's common stock.
<PAGE>
PAGE 12
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 nine month periods
ended September 30, 2000 and 1999:
<TABLE>
<CAPTION>
GROSS PREMIUMS EARNED NET PREMIUMS EARNED
--------------------------- --------------------------
THREE MONTHS ENDED SEPTEMBER 30, 2000 1999 2000 1999
------------------------------------ ------------ ------------ ------------ ------------
(In thousands)
<S> <C> <C> <C> <C>
Standard property and casualty ..... $ 37,913 $ 24,536 $ 17,950 $ 10,120
Political subdivisions ............. 8,760 7,669 3,228 3,132
Surety bonds ....................... 3,405 3,430 1,446 1,828
Group accident and health .......... 828 2,218 762 2,040
Other .............................. (20) 37 (31) 25
------------ ------------ ------------ ------------
TOTAL .............................. $ 50,886 $ 37,890 $ 23,355 $ 17,145
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
GROSS PREMIUMS EARNED NET PREMIUMS EARNED
--------------------------- --------------------------
NINE MONTHS ENDED SEPTEMBER 30, 2000 1999 2000 1999
------------------------------------ ------------ ------------ ------------ ------------
(In thousands)
<S> <C> <C> <C> <C>
Standard property and casualty ..... $ 102,507 $ 70,175 $ 48,258 $ 27,353
Political subdivisions ............. 25,439 22,164 9,752 9,135
Surety bonds ....................... 10,727 10,384 4,951 6,148
Group accident and health .......... 2,688 7,389 2,519 6,620
Other .............................. 218 72 180 (60)
------------ ------------ ------------ ------------
TOTAL .............................. $ 141,579 $ 110,184 $ 65,660 $ 49,196
============ ============ ============ ============
</TABLE>
Gross premiums earned, before reductions for premiums ceded to
reinsurers, increased $13.0 million or 34% in the third quarter of 2000
compared to the third quarter of 1999. Gross premiums earned for the first
nine months of 2000 increased $31.4 million or 28% compared to the first
nine months of 1999. The increases are primarily attributable to increases
in premium rates and premium production in Texas and Oklahoma. Net premiums
earned increased $6.2 million or 36% in the third quarter of 2000 compared
to the third quarter of 1999, and increased $16.5 million or 33% for the
nine months ended September 30, 2000 compared to the 1999 period. The
increase in net premiums earned was due to the increases in premium rates
and premium production, and to an increase in the amount of risk retained
in the 2000 periods for the Company's workers compensation line of business.
Gross premiums earned in the standard property and casualty program
increased $13.4 million or 55% in the third quarter of 2000 compared to the
third quarter of 1999, and increased $32.3 million or 46% for the nine
months ended September 30, 2000 compared to the 1999 period. The increases
are primarily attributable to increases in premium rates and premium
production. Net premiums earned in the standard property and casualty
program increased $7.8 million or 77% in the third quarter of 2000 compared
to the third quarter of 1999, and increased $20.9 million or 76% for the
nine months ended September 30, 2000 compared to the 1999 period. The
increase in net premiums earned was due to the increases in premium rates
and premium production, and to the increase in the amount of risk retained
for the workers compensation portion of the program.
Gross premiums earned in the political subdivisions program increased
$1.1 million or 14% in the third quarter of 2000 compared to the third
quarter of 1999, and increased $3.3 million or 15% for the nine months
ended September 30, 2000 compared to the 1999 period. The increases are
primarily attributable to rate increases in the school districts portion
of the program. Net premiums earned in the political subdivisions program
increased $96,000 or 3% in the third quarter of 2000 compared to the third
quarter of 1999, and increased $617,000 or 7% for the nine months ended
September 30, 2000 compared to the 1999 period.
<PAGE>
PAGE 13
Gross premiums earned in the surety bond program decreased $25,000 or
1% in the third quarter of 2000 compared to the third quarter of 1999, and
increased $343,000 or 3% for the nine months ended September 30, 2000
compared to the 1999 period. Approximately $227,000 and $995,000 of the
gross premiums earned in the third quarter and first nine months of 2000,
respectively, relates to a new program that is 100% reinsured by an
unaffiliated reinsurer. Excluding this new program, gross premiums earned
decreased $252,000 and $652,000 in the third quarter and first nine months
of 2000, respectively, compared to the corresponding 1999 periods. Net
premiums earned in the surety bond program decreased $382,000 or 21% in the
third quarter of 2000 compared to the third quarter of 1999, and decreased
$1.2 million or 19% for the nine months ended September 30, 2000 compared
to the 1999 period.
Gross premiums earned in the group accident and health program
decreased $1.4 million or 63% in the third quarter of 2000 compared to the
third quarter of 1999, and decreased $4.7 million or 64% for the nine
months ended September 30, 2000 compared to the 1999 period. Net premiums
earned in this program decreased $1.3 million or 63% in the third quarter
of 2000 compared to the third quarter of 1999, and decreased $4.1 million
or 62% for the nine months ended September 30, 2000 compared to the 1999
periods. NAICO plans to discontinue this program during the first quarter
of 2001.
NET INTEREST INCOME AND NET REALIZED INVESTMENT GAINS
At September 30, 2000, the Company's investment portfolio consisted
primarily of fixed income U.S. Government, high-quality corporate and tax
exempt bonds, with approximately 8% invested in cash and money market
instruments. The Company's portfolio contains no non-investment grade
bonds or real estate investments.
Net interest income increased $165,000 or 18% in the third quarter of
2000 compared to the third quarter of 1999, and increased $226,000 or 8%
for the nine months ended September 30, 2000. The increase in net interest
income is due primarily to an increase in average invested assets and an
increase in the average net yield on the portfolio. The average annualized
net yield, excluding net realized investment gains, for the three months
ended September 30, 2000 and 1999 was 4.5% and 4.0%, respectively. For the
nine months ended September 30, 2000 and 1999, the average annualized net
yield was 4.4% and 4.3%, respectively. The Company had net realized
investment gains of $142,000 and $5,000 in the third quarter of 2000 and
1999, respectively, and had net realized investment gains in the first nine
months of 2000 of $142,000 compared to $57,000 in the first nine months of
1999.
COMMISSIONS, FEES AND OTHER INCOME
The Company's income from commissions, fees and other income decreased
$19,000 or 4% in the third quarter of 2000 compared to the third quarter of
1999, and decreased $76,000 or 6% for the nine months ended September 30,
2000 compared to the 1999 period. The majority of the Company's income
from commissions, fees and other income are from the Company's subsidiary
LaGere & Walkingstick Insurance Agency, Inc. ("L&W").
L&W's brokerage commissions and fees before intercompany eliminations
were $3.3 million and $7.3 million in the third quarter and first nine
months of 2000, respectively, compared to $3.2 million and $7.2 million in
the year ago periods. A large portion of the brokerage commissions and
fees for L&W is incurred by NAICO and thus eliminated in the consolidation
of the Company's subsidiaries.
LOSSES AND LOSS ADJUSTMENT EXPENSES
The percentage of losses and loss adjustment expenses to net premiums
earned ("loss ratio") was 71.6% and 74.8% for the quarter and nine months
ended September 30, 2000, compared to 80.4% and 73.9% in the comparable
1999 periods. Weather-related losses from wind and hail totaled $579,000
and $2.4 million for the third quarter and first nine months of 2000,
respectively, and increased the respective loss ratios by 2.5 and 3.6
percentage points. Weather-related losses totaled $803,000 and $4.0
million for the third quarter and first nine months of 1999, respectively,
and increased the respective loss ratios by 4.7 and 8.2 percentage points.
The nine month period ending September 30, 1999 included $1.8 million in
weather-related losses which resulted from the tornadoes, strong winds and
hail that caused significant damage in Oklahoma on May 3, 1999. The
decrease in weather-related losses in the 2000 periods was largely offset
by adverse loss experience in the group accident and health program and
higher than normal losses in the Company's surety bond program.
<PAGE>
PAGE 14
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 the Company's policy acquisition costs
for each of the three and nine month periods ended September 30, 2000
and 1999:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
(In thousands)
<S> <C> <C> <C> <C>
Commissions expense ........................ $ 6,840 $ 4,804 $ 17,828 $ 14,940
Other premium related assessments .......... 334 378 1,147 1,065
Premium taxes .............................. 1,101 814 3,316 2,181
Excise taxes ............................... 121 70 321 169
Dividends to policyholders ................. (1) 90 200 247
Other expense .............................. 173 70 245 155
---------- ---------- ---------- ----------
Total direct expenses ...................... 8,568 6,226 23,057 18,757
Indirect underwriting expenses ............. 5,230 4,582 13,283 12,377
Commissions received from reinsurers ....... (9,331) (7,702) (22,863) (20,162)
Adjustment for deferred acquisition costs .. 99 (36) 791 (58)
---------- ---------- ---------- ----------
Net policy acquisition costs ............... $ 4,566 $ 3,070 $ 14,268 $ 10,914
========== ========== ========== ==========
</TABLE>
Total gross direct and indirect expenses as a percentage of direct
written and assumed premiums were 21.1% and 23.1% for the third quarter and
first nine months of 2000, respectively, compared to 21.5% and 24.9% in the
corresponding year ago periods. Commission expense as a percentage of
gross written and assumed premiums was 10.5% and 11.3% in the third quarter
and the first nine months of 2000, respectively, compared to 9.6% and 12.0%
in the corresponding 1999 periods. Premium taxes increased $287,000 and
$1.1 million in the third quarter and nine months ended September 30, 2000,
respectively, over the corresponding 1999 periods due to the increase in
written premiums and to a refund of $392,000 which was received in the
first quarter of 1999 for premium taxes paid in a prior year.
Indirect underwriting expenses were 8.0% and 8.5% of total direct
written and assumed premiums in the third quarter and first nine months of
2000, respectively, compared to 9.1% and 9.9% in the corresponding 1999
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 the Company's
overall premium volume.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses were 6.3% and 6.5% of gross
premiums earned and commissions, fees and other income in the third quarter
and first nine months of 2000, respectively, compared to 7.3% for both the
corresponding 1999 periods. 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 the Company's
overall premium volume.
<PAGE>
PAGE 15
INTEREST EXPENSE
Interest expense increased $58,000 or 11% in the third quarter of 2000
compared to the third quarter of 1999, and increased $762,000 or 82% for
the first nine months of 2000 compared to the 1999 period. The increase
was primarily due to interest expense on the $24 million debenture offering
which was completed on July 16, 1999 by Chandler USA.
LITIGATION EXPENSES
Litigation expenses reflect expenses related to the ongoing legal
proceedings involving CenTra, Inc. and certain of its affiliates.
Litigation expenses decreased $3,000 or 11% in the third quarter of 2000
compared to the third quarter of 1999, and decreased $23,000 or 32% for
the nine months ended September 30, 2000 compared to the 1999 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 nine months of 2000, the Company provided $4.6 million
in cash from operations due primarily to the collection of certain
receivables totaling approximately $12.9 million in January 2000 that were
related to the rescission of two reinsurance treaties during the fourth
quarter of 1999. Cash provided from operations also increased due to an
increase in unearned premiums and premiums payable, less increases in
prepaid reinsurance premiums, reinsurance recoverable on unpaid losses from
related parties, and premiums receivable other than the collections
described above, which generally resulted from the increase in written
premiums. The Company provided $263,000 in cash from operations during the
first nine months of 1999.
A.M. BEST RATING
On November 3, 2000, the Company learned that A.M. Best Company had
downgraded its rating of NAICO from "A- (Excellent)" to "B+ (Very Good)".
Premium growth and slippage in the Company's underwriting results created
greater financial leverage which was the primary basis for the downgrade.
NAICO is rated "A (Strong)" by Standard and Poor's rating agency.
REGULATION - NAICO REDOMESTICATION
Effective May 19, 2000, NAICO transferred its domicile from Nebraska
to Oklahoma. NAICO's executive and administrative offices have been
located in Chandler, Oklahoma since its acquisition by the Company in
January 1987. Approximately 48% and 47% of NAICO's written premiums during
1999 and the first nine months of 2000, respectively, were in the state of
Oklahoma. As an Oklahoma corporation, NAICO and any person controlling
NAICO, directly or indirectly, are subject to the insurance laws of
Oklahoma including laws concerning the change or acquisition of control and
payment of shareholder and policyholder dividends by NAICO, which are
similar to the insurance laws of Nebraska. See Regulation in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999.
YEAR 2000 READINESS DISCLOSURES
Through the first nine months of the year 2000, the Company has not
experienced any significant problems or disruptions related to year 2000
problems. The Company is currently not aware of any significant
disruptions experienced by its customers, vendors and service providers
that would materially affect their ability to do business with the
Company. While it is possible that certain year 2000 problems may exist
but have not yet materialized, the Company does not currently expect any
year 2000 problems to be encountered in the future that would have a
material adverse effect on the operating results of the Company.
<PAGE>
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
---------------------
Omitted
Item 3. Defaults Upon Senior Securities
-------------------------------
Omitted
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Omitted
Item 5. Other Information
-----------------
None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
The Company filed one current report on Form 8-K dated September
14, 2000 responding to Item 5 of Form 8-K.
<PAGE>
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.
<TABLE>
<CAPTION>
<S> <C>
Date: November 9, 2000 CHANDLER (U.S.A.), INC.
By: /s/ W. Brent LaGere
------------------------------------
W. Brent LaGere
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Mark C. Hart
------------------------------------
Mark C. Hart
Vice President - Finance & Treasurer
(Principal Accounting Officer)
</TABLE>
