DANIELSON HOLDING CORP
10-Q, 1998-08-14
FIRE, MARINE & CASUALTY INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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, 1998

                                       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: 1-6732

                          Danielson Holding Corporation
             (Exact Name of Registrant as Specified in its Charter)

                 Delaware                    95-6021257
      (State of Incorporation)     (I.R.S. Employer Identification No.)

    767 Third Avenue,  New York, New York                            10017-2023
     (Address of Principal Executive Offices)                        (Zip Code)

     Registrant's Telephone Number, Including Area Code:      (212) 888-0347


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                           Yes   X             No


     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

           Class                                  Outstanding at August 4, 1998
   Common Stock, $0.10 par value                        15,576,276 shares

<PAGE>


                          PART I. FINANCIAL INFORMATION


Item 1.          Financial Statements.



                 DANIELSON HOLDING CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Operations
                  (In thousands, except per share information)
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                        For the Three                         For the Six
                                                     Months Ended June 30,                 Months Ended June 30,
                                                    1998              1997                 1998              1997

Revenues:
<S>                                               <C>             <C>                 <C>                 <C>

    Gross premiums earned                         $   16,295      $   15,669          $   33,251          $   29,049
    Ceded premiums earned                             (2,723)         (2,957)             (5,664)             (5,521)
                                                   ----------      ----------          ----------          ---------
    Net premiums earned                               13,572          12,712              27,587              23,528

    Net investment income                              1,935           2,462               4,274               4,989
    Net realized investment gains                         87              --                 124               2,206
    Other income                                         243             156                 421                 305
                                                   ---------       ---------           ---------           ---------

         Total revenues                               15,837          15,330              32,406              31,028
                                                   ---------       ---------           ---------           ---------


Losses and expenses:

    Gross losses and loss adjustment expenses         11,143          13,445              23,130              23,770
    Ceded losses and loss adjustment expenses         (1,521)         (4,101)             (3,575)             (6,690)
                                                   ----------      ----------          ----------          ---------
    Net losses and loss adjustment expenses            9,622           9,344              19,555              17,080

    Policyholder dividends                                91               8                 203                  15
    Policy acquisition expenses                        3,285           3,226               6,602               6,155
    General and administrative expenses                2,522           2,216               4,879               4,799
                                                   ---------       ---------           ---------           ---------

         Total losses and expenses                    15,520          14,794              31,239              28,049
                                                   ---------       ---------           ---------           ---------

Income before provision for income taxes                 317             536               1,167               2,979
Income tax provision                                      10              13                  53                  19
                                                   ---------       ---------           ---------           ---------

Net income                                        $      307      $      523          $    1,114          $    2,960
                                                   =========       =========           =========           =========


Earnings  per share of Common Stock

Basic                                             $     .02        $      .03          $      .07         $     .19
                                                  =========        ==========          ==========         =========

Diluted                                           $     .02        $      .03          $      .07         $     .18
                                                  =========        ==========          ==========         =========
</TABLE>


          See accompanying Notes to Consolidated Financial Statements.
<PAGE>

                 DANIELSON HOLDING CORPORATION AND SUBSIDIARIES
                           Consolidated Balance Sheets
             (In thousands, except share and per share information)

<TABLE>
<CAPTION>

                                                                            June 30, 1998         December 31,
                                                                           (Unaudited)               1997
<S>                                                                          <C>                 <C>    

Assets:
   Fixed maturities, available for sale at fair value
     (Cost: $115,720 and $139,089)                                           $   117,846         $   140,899
   Equity securities, at fair value (Cost: $20,314 and $363)                      17,859                 813
   Short term investments, at cost which
       approximates fair value                                                     1,100               1,111
                                                                                --------           ---------

       Total investments                                                         136,805             142,823

   Cash                                                                               45                 707
   Accrued investment income                                                       1,450               2,006
   Premiums and fees receivable, net of allowances
       of $142 and $179                                                            9,041               5,438
   Reinsurance recoverable on paid losses, net of allowances
       of $374 and $374                                                            9,038               8,523
   Reinsurance recoverable on unpaid losses, net of
       allowances of $529 and $499                                                19,090              20,185
   Prepaid reinsurance premiums                                                    1,716               1,681
   Property and equipment, net of accumulated depreciation
       of $7,930 and $7,690                                                        2,196               2,499
   Deferred acquisition costs                                                      2,128               1,550
   Other assets                                                                    2,181               2,361
                                                                                --------           ---------

       Total assets                                                          $   183,690         $   187,773
                                                                              ==========          ==========

Liabilities and Stockholders' Equity:
   Unpaid losses and loss adjustment expenses                                $    99,374         $   105,947
   Unearned premiums                                                              12,890              10,249
   Policyholder dividends                                                            267                 411
   Reinsurance premiums payable                                                    2,207               1,244
   Funds withheld on ceded reinsurance                                             1,412               1,254
   Other liabilities                                                               5,095               4,748
                                                                                --------           ---------

       Total liabilities                                                         121,245             123,853

   Preferred stock ($0.10 par value; authorized
       10,000,000 shares; none issued and outstanding)                                 --                   --
   Common stock ($0.10 par value; authorized
       20,000,000 shares; issued 15,586,994 shares;
       outstanding 15,576,276 and 15,576,287 shares)                               1,559               1,559
   Additional paid-in capital                                                     46,673              46,673
   Accumulated other comprehensive income:
       net unrealized gain (loss) on securities                                     (329)              2,260
   Retained earnings                                                              14,608              13,494
   Treasury stock (Cost of 10,718 and 10,707 shares)                                 (66)                (66)
                                                                                --------           ---------

       Total stockholders' equity                                                 62,445              63,920
                                                                                --------           ---------

       Total liabilities and stockholders' equity                            $   183,690         $   187,773
                                                                              ==========          ==========

</TABLE>

          See accompanying Notes to Consolidated Financial Statements.
<PAGE>

                 DANIELSON HOLDING CORPORATION AND SUBSIDIARIES
                 Consolidated Statement of Stockholders' Equity
                      (In thousands, except share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                                     Comprehensive
                                                                                                     Income for the
                                                                                                    Six Months Ended
                                                                              June 30, 1998           June 30, 1998
                                                                              -------------           -------------
<S>                                                                            <C>                       <C>    
Retained earnings
   Balance, beginning of year                                                  $  13,494
   Net income                                                                      1,114                  1,114
                                                                                --------
   Balance, end of period                                                         14,608

Accumulated other comprehensive income
   Balance, beginning of year                                                      2,260
   Net unrealized loss on available-for-sale securities (1)                       (2,589)                 (2,589)
                                                                                ---------               ---------
   Balance, end of period                                                           (329)                (1,475)
                                                                                                         =======

Common stock
   Balance, beginning of year                                                  $   1,559
                                                                                --------
   Balance, end of period                                                          1,559
                                                                                --------

Additional paid-in capital                                                        46,673
   Balance, beginning of year                                                    --------
   Balance, end of period                                                         46,673
                                                                                 --------
Treasury stock                                                                       (66)
   Balance, beginning of year                                                    --------
   Balance, end of period                                                           (66)
                                                                                 --------
       Total stockholders' equity                                              $  62,445
                                                                                ========


Common stock, shares                                                          15,586,994
   Balance, beginning of year                                                 ----------
   Balance, end of period                                                     15,586,994
                                                                              ==========
Treasury stock, shares
   Balance, beginning of year                                                     10,707
   Purchased during period                                                            11
                                                                                --------
   Balance, end of period                                                         10,718
                                                                                  ======

<FN>
<F1>
(1)  Disclosure of reclassification amount:
              Unrealized holding  losses arising during the period      $(2,465)
              Less: reclassification adjustment for gains included in       124
                 net income                                             --------  
              Net unrealized loss on available-for-sale securities      $(2,589)

</FN>
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.

<PAGE>

                 DANIELSON HOLDING CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                        For the Six
                                                                                  Months Ended June 30,
                                                                                  1998                1997
                                                                             -------------       ---------
<S>                                                                             <C>                <C>    
Cash flows from operating activities:

Income from continuing operations                                               $  1,114           $   2,960
Adjustments to reconcile net income to net cash
       used in operating activities:
Net realized investment gains                                                       (124)             (2,206)
Depreciation and amortization                                                        369                 507
Change in accrued investment income                                                  556                 213
Change in premiums and fees receivable                                            (3,603)                440
Change in reinsurance recoverables                                                  (515)             (5,920)
Change in reinsurance recoverable on unpaid losses                                 1,095               3,020
Change in prepaid reinsurance premiums                                               (35)                234
Change in deferred acquisition costs                                                (578)               (792)
Change in unpaid losses and loss adjustment expenses                              (6,573)             (9,637)
Change in unearned premiums                                                        2,641               3,441
Change in reinsurance payables and funds withheld                                  1,121                 386
Change in policyholder dividends payable                                            (144)               (152)
Other, net                                                                           423                (704)
                                                                                --------           ----------
       Net cash used in operating activities                                      (4,253)             (8,210)
                                                                                ---------          ---------

Cash flows from investing activities:

Proceeds from sales:
     Fixed income maturities available-for-sale                                   17,714               9,445
     Equity securities                                                                 --               2,159
Investments, matured or called:
     Fixed income maturities available-for-sale                                   17,189                 100
Investments, purchased:
     Fixed income maturities available-for-sale                                  (11,325)            (6,648)
     Equity securities                                                           (19,952)               (129)

Proceeds from sale of property and equipment                                           6                  --
Purchases of property and equipment                                                 (52)               (109)
       Net cash provided by investing activities                                --------           ---------      
                                                                                   3,580               4,818
                                                                                --------           ---------
Cash flows from financing activities:

    Proceeds from exercise of options to purchase Common Stock                        --                 671
                                                                                --------           ---------
       Net cash provided by financing activities                                      --                 671
                                                                                --------           ---------

Net decrease in cash and short term investments                                     (673)             (2,721)

Cash and short term investments at beginning of period                             1,818               6,683
                                                                                --------           ---------

Cash and short term investments at end of period                                $  1,145           $   3,962
                                                                                 =======            ========

</TABLE>

          See accompanying Notes to Consolidated Financial Statements.
<PAGE>

                 DANIELSON HOLDING CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)


1)       BASIS OF PRESENTATION

         The  accompanying   unaudited   Consolidated  Financial  Statements  of
Danielson   Holding   Corporation   ("DHC"  or  "Registrant")  and  subsidiaries
(collectively  with DHC, the  "Company")  have been prepared in accordance  with
generally accepted accounting  principles.  However,  they do not include all of
the  information  and  footnotes  required  by  generally  accepted   accounting
principles for complete  consolidated  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
six months  ended June 30, 1998 are not  necessarily  indicative  of the results
that  may be  expected  for the year  ending  December  31,  1998.  For  further
information,  reference is made to the  Consolidated  Financial  Statements  and
footnotes  thereto  included  in DHC's  Annual  Report on Form 10-K for the year
ended December 31, 1997.


2)       PER SHARE DATA

                  Per  share  data is based on the  weighted  average  number of
shares  of common  stock of DHC,  par value  $0.10 per share  ("Common  Stock"),
outstanding during a particular year or other relevant period.  Diluted earnings
per share computations,  as calculated under the treasury stock method,  include
the average number of shares of additional outstanding Common Stock issuable for
stock options,  whether or not currently  exercisable.  Such average shares were
16,177,757  and  16,171,268  for the three and six months  ended June 30,  1998,
respectively,  and  16,052,945 and 16,145,858 for the three and six months ended
June 30, 1997, respectively.  Basic earnings per share are calculated using only
the average number of outstanding  shares of Common Stock and  disregarding  the
average number of shares  issuable for stock  options.  Such average shares were
15,576,285  and  15,576,286  for the three and six months  ended June 30,  1998,
respectively,  and  15,407,865 and 15,384,217 for the three and six months ended
June 30, 1997, respectively.


3)       INCOME TAXES

         DHC  files  a  Federal   consolidated   income  tax  return   with  its
subsidiaries and with certain trusts that assumed various former  liabilities of
certain present and former  subsidiaries of DHC. The Company records its interim
tax provisions based upon estimated effective tax rates for the year.

         The Company has made  provisions for certain state and local  franchise
taxes. Tax filings for these  jurisdictions do not consolidate the activities of
the trusts referred to above. For further information, reference is made to Note
11 of the Notes to Consolidated  Financial  Statements  included in DHC's Annual
Report on Form 10-K for the year ended December 31, 1997.


4)       FOREIGN CURRENCY TRANSLATION AND FOREIGN INVESTMENTS

         During 1998, NAICC invested approximately $10.3 million in Japanese yen
based  equity  securities.  In  order  to  hedge  the  currency  risk  of  these
investments, during the second quarter NAICC purchased a foreign currency option
to sell  Japanese  yen at a fixed  price on a given  date in 1999.  The  foreign
currency option is considered a derivative  investment.  The Company recorded an
unrealized loss on the Japanese yen based equity securities of $1.1 million,  of
which  $649,782  was a result of  changes in foreign  currency  exchange  rates,
included  in net  unrealized  gain  (loss)  on  securities  in the  accompanying
consolidated balance sheets.
<PAGE>

         Investments in equity securities  denominated in foreign currencies are
translated  into U.S.  dollars  using  current rates of exchange and the related
translation  adjustments  are  recorded  in  net  unrealized  gain  (loss)  as a
component of equity net of the unrealized  exchange gain or loss associated with
any related foreign exchange hedging instruments.

         In June 1998 the Financial  Accounting Standards Board issued Statement
of  Financial   Accounting   Standards  No.  133,   "Accounting  for  Derivative
Instruments  and Hedging  Activities"  ("SFAS  133").  SFAS 133 is effective for
fiscal years  beginning  after June 15, 1999 and  establishes  standards for the
reporting for derivative instruments. It requires changes in the fair value of a
derivative instrument and the changes in fair value of the assets or liabilities
hedged by that instrument to be included in income. To the extent that the hedge
transaction  is  effective,  income  is  equally  offset  by  both  investments.
Currently the changes in fair value of derivative  instruments  and hedged items
are reported in net unrealized  gain (loss) on  securities.  The Company has not
adopted SFAS 133. However, the effect of adoption on the consolidated  financial
statements at June 30, 1998 would not be material.


Item 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL       
              CONDITION AND RESULTS OF OPERATIONS


         1.       GENERAL

         Danielson Holding Corporation ("DHC") is organized as a holding company
with substantially all of its operations conducted by subsidiaries (collectively
with DHC, the "Company").  DHC, on a parent-only  basis, has limited  continuing
expenditures for rent and administrative expenses and derives revenues primarily
from investment returns on portfolio securities.  Therefore, the analysis of the
Company's  financial  condition  is generally  done on an  operating  subsidiary
basis.

         This  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations contains forward-looking statements,  including statements
concerning  capital  adequacy,  adequacy of reserves,  goals,  future  events or
performance and underlying assumptions and other statements which are other than
statements  of  historical  facts.  Such   forward-looking   statements  may  be
identified,   without   limitation,   by  the  use  of  the  words   "believes",
"anticipates",  "expects",  "intends", "plans" and similar expressions. All such
statements represent only current estimates or expectations as to future results
and are subject to risks and  uncertainties  which could cause actual results to
materially differ from current estimates or expectations. See "RISK FACTORS THAT
MAY AFFECT FUTURE RESULTS".


         2.       RESULTS OF NAICC'S OPERATIONS

         The  operations  of  DHC's  principal  subsidiary,   National  American
Insurance Company of California  ("NAICC"),  are primarily in specialty property
and casualty insurance.  At June 30, 1998, NAICC had a B++ rating from A.M. Best
Company ("Best").

Property and Casualty Insurance Operations

                  Net premiums  earned were $13.6  million and $27.6 million for
the three and six months ended June 30, 1998, respectively.  Net premiums earned
were $12.7 million and $23.5 million for the three and six months ended June 30,
1997,  respectively.  The increase in net premiums earned is directly related to
increases in net premiums  written.  Net premiums written were $14.4 million and
$30.2  million for the three and six months ended June 30,  1998,  respectively.
Net premiums  written were $13.9 million and $27.2 million for the three and six
months ended June 30, 1997, respectively.
<PAGE>

         The  increase  in  1998  over  the   comparable   periods  in  1997  is
attributable  to  the  premium  growth  in the  commercial  automobile  line  of
business.  Net premiums written in the non-standard  commercial  automobile line
increased by $3.5 million while net premiums written in the non-standard private
passenger  automobile  line  declined by $0.87 million over the  comparable  six
month period in 1997.  Net premiums  written in the workers'  compensation  line
increased  slightly  compared to the prior  year.  The  increase  in  commercial
automobile net premiums written is due to NAICC's continued  increased marketing
efforts in that line.

         Net  investment  income was $1.8 million and $4.1 million for the three
and six months ended June 30, 1998, respectively. Net investment income was $2.3
million  and $4.7  million  for the three and six months  ended  June 30,  1997,
respectively.  The  decline  is  reflective  of a  slight  decrease  in  average
portfolio  yield on bonds  for the 1998  periods,  and the  purchase  of  equity
securities during the first six months of 1998.

         Net losses and loss adjustment  expenses  ("LAE") were $9.6 million and
$19.6  million for the three and six months ended June 30,  1998,  respectively,
compared  with $9.3 million and $17.1 million for the three and six months ended
June 30,  1997,  respectively.  The  resulting  net loss and LAE  ratios for the
corresponding   six  month   periods  were  70.9   percent  and  72.6   percent,
respectively.  The  modest  decrease  in the net loss and LAE ratio in 1998 over
1997 is due to slightly more favorable experience in all lines of business.

         Policy  acquisition  costs were $3.3  million and $6.6  million for the
three and six months ended June 30, 1998, respectively. Policy acquisition costs
were $3.2  million and $6.2  million for the three and six months ended June 30,
1997,  respectively.  As a percentage of net premiums earned, policy acquisition
expenses  were 23.9  percent and 26.2  percent for the six months ended June 30,
1998 and 1997, respectively. The decline in the policy acquisition expense ratio
in 1998 is due  primarily  to the overall  growth in premium  volume while fixed
underwriting expenses of policy acquisition costs remained relatively constant.

         General and administrative  expenses were $1.8 million and $3.6 million
for the three and six months  ended June 30,  1998,  respectively.  General  and
administrative expenses were $1.6 million and $3.5 million for the three and six
months ended June 30, 1997, respectively.

         The combined ratios (which  represent a ratio of losses and expenses to
net earned premiums in a particular period) were 108.5 percent and 113.6 percent
for the six months ended June 30, 1998 and 1997,  respectively.  Net income from
insurance  operations  for the three and six months ended June 30, 1998 was $0.9
million and $2.2 million, respectively. Net income from insurance operations for
the three and six months  ended June 30,  1997 was $1  million  and $4  million,
respectively.  The decrease in net income from insurance  operations  during the
first six months of 1998  compared to the same  period for 1997 is  attributable
primarily  to the  recognition  of a realized  gain of $2.2 million in the first
quarter of 1997.

Cash Flow from Insurance Operations

         Cash used in  operations  was $3.2 million and $7.2 million for the six
months ended June 30, 1998 and 1997, respectively.  The decrease in cash used in
operations is due to the continued decline in payments of losses and LAE related
to prior years and to an increase in premiums written. Overall cash and invested
assets,  at market  value,  at June 30,  1998 were $129.0  million,  compared to
$134.8 million at December 31, 1997.



Liquidity and Capital Resources

         The Company's insurance subsidiaries require both readily liquid assets
and adequate capital to meet ongoing obligations to policyholders and claimants,
as well as to pay ordinary operating  expenses.  The primary sources of funds to
meet these obligations are premium revenues,  investment income, recoveries from
reinsurance and, if required,  the sale of invested assets.  NAICC's  investment
policy guidelines require that all liabilities be matched by a comparable amount
of investment grade invested assets. Management of NAICC believes that NAICC has
both  adequate  capital  resources  and  sufficient   reinsurance  to  meet  any
unforeseen  events  such as  natural  catastrophes,  reinsurer  insolvencies  or
possible reserve deficiencies.
<PAGE>

         The  two  most  common  measures  of  capital  adequacy  for  insurance
companies are  premium-to-surplus  ratios (which measure current operating risk)
and reserves-to-surplus ratios (which measure financial risk related to possible
changes in the level of loss and loss adjustment expense  reserves).  A commonly
accepted standard net written  premium-to-surplus ratio is 3 to 1, although this
varies  with  different  lines  of  business.  NAICC's  annualized  net  written
premiums-to-surplus ratio of 1.4 to 1 and 1.3 to 1 for the six months ended June
30, 1998 and 1997, respectively,  remains well under current industry standards.
A commonly accepted standard for the ratio of losses and loss adjustment expense
reserves-to-surplus  ratio is 5 to 1, compared with NAICC's ratio of 1.8 to 1 at
June 30, 1998. Given these relatively  conservative  financial  security ratios,
management is confident that existing  capital is adequate to support  continued
higher than industry average premium growth for the foreseeable future.


3.       RESULTS OF DHC'S OPERATIONS

Cash Flow from Parent-Only Operations

         Operating  cash  flow  of  DHC  on a  parent-only  basis  is  primarily
dependent upon the rate of return  achieved on its investment  portfolio and the
payment of general and administrative  expenses incurred in the normal course of
business.  For the six  months  ended  June 30,  1998  and  1997,  cash  used in
parent-only   operating   activities   was  $1.1   million  and  $1.0   million,
respectively. The increase in cash used was primarily attributable to the timing
of certain  expense  payments and interest  receipts offset by the expiration of
certain   non-recurring   compensation  expense  obligations.   For  information
regarding  DHC's  operating  subsidiaries'  cash flow from  operations,  see "2.
RESULTS OF NAICC'S OPERATIONS, Cash Flow from Insurance Operations."

Liquidity and Capital Resources

         At June 30, 1998, cash and investments of DHC were  approximately  $7.8
million,  compared to $8.7 million at December 31, 1996. As described above, the
primary use of funds was the payment of general and  administrative  expenses in
the  normal  course of  business.  For  information  regarding  DHC's  operating
subsidiaries'  liquidity  and  capital  resources,  see "2.  RESULTS  OF NAICC'S
OPERATIONS, Liquidity and Capital Resources."



         4.       AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial Accounting Standards Board issued Statement
of  Financial   Accounting   Standards  No.  133,   "Accounting  for  Derivative
Instruments  and Hedging  Activities"  ("SFAS  133").  SFAS 133 is effective for
fiscal years  beginning  after June 15, 1999 and  establishes  standards for the
reporting for derivative instruments. It requires changes in the fair value of a
derivative instrument and the changes in fair value of the assets or liabilities
hedged by that instrument to be included in income. To the extent that the hedge
transaction  is  effective,  income  is  equally  offset  by  both  investments.
Currently the changes in fair value of derivative  instruments  and hedged items
are reported in net unrealized  gain (loss) on  securities.  The Company has not
adopted SFAS 133. However, the effect of adoption on the consolidated  financial
statements at June 30, 1998 would not be material.

                  As of  January 1,  1998,  the  Company  adopted  Statement  of
Financial Accounting Standards No. 130, "Reporting  Comprehensive Income" ("SFAS
130").  SFAS  130  establishes  standards  for  the  reporting  and  display  of
comprehensive  income  and  its  components  in a full  set  of  general-purpose
financial   statements.   Comprehensive   income   encompasses  all  changes  in
stockholders'  equity (except those arising from transactions with stockholders)
and  includes  net  income  and  net  unrealized  capital  gains  or  losses  on
available-for-sale securities. As this new standard only relates to presentation
of  information,  it has no impact on the  results of  operations  or  financial
condition of the Company.  In  accordance  with the  provisions of SFAS 130, the
Company has presented  comprehensive  income in its  Statement of  Stockholders'
Equity.
<PAGE>

                  In June 1997, the Financial  Accounting Standards Board issued
Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related  Information"  ("SFAS 131").  SFAS 131  establishes
standards for the reporting of information  about  operating  segments in annual
financial  statements  and requires the  reporting of select  information  about
operating  segments in interim  financial  reports.  SFAS 131 is  effective  for
financial  statements for periods beginning after December 15, 1997. The Company
currently  operates as one segment.  Therefore,  the  adoption of this  standard
would have no impact on the presentation of the Company's consolidated financial
statements.


                  5.       RISK FACTORS THAT MAY AFFECT FUTURE RESULTS

                  As  noted  above,   the  foregoing   discussion   may  include
forward-looking statements that involve risks and uncertainties.  In addition to
other  factors and matters  discussed  elsewhere  herein,  some of the important
factors that, in the view of the Company,  could cause actual  results to differ
materially from those discussed in the  forward-looking  statements  include the
following:
              1. The  insurance  products  sold by the  Company  are  subject to
intense  competition  from many  competitors,  many of whom  have  substantially
greater  resources than the Company.  There can be no assurance that the Company
will be able to successfully  compete and generate  sufficient premium volume at
attractive prices to be profitable.
              2. In order to implement its business  plan,  the Company has been
seeking  to enter  into  strategic  partnerships  and/or  make  acquisitions  of
businesses  that  would  enable  the  Company  to earn an  attractive  return on
investment.  Restrictions on the Company's ability to issue additional equity in
order to finance any such transactions  exist which could  significantly  affect
the  Company's  ability to finance  any such  transaction.  The Company may have
limited other resources with which to implement its strategy and there can be no
assurance that any transaction will be successfully consummated.
              3.  The  insurance  industry  is  highly  regulated  and it is not
possible to predict the impact of future  state and  federal  regulation  on the
operations of the Company.

<PAGE>

                           PART II. OTHER INFORMATION


Item 1.       Legal Proceedings.

              NAICC is a party to various legal proceedings which are considered
routine and  incidental  to its business  and are not material to the  financial
condition  and  operation  of its  business.  DHC is not a  party  to any  legal
proceeding which is considered material to the financial condition and operation
of its business.

Item 2.       Changes in Securities and Use of Proceeds.

                   Not applicable

Item 3.       Defaults Upon Senior Securities.

              Not applicable.

Item 4.       Submission of Matters to a Vote of Security Holders.

              Not applicable.

Item 5.       Other Information.

              Not applicable

Item 6.       Exhibits and Reports on Form 8-K.

              None


<PAGE>

                                   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 14, 1998


                                             DANIELSON HOLDING CORPORATION
                                             (Registrant)



                                             By:    /s/    DAVID BARSE
                                                           David Barse
                                             President & Chief Operating Officer



                                            By:    /s/    MICHAEL CARNEY
                                                          Michael Carney
                                            Chief Financial Officer


<TABLE> <S> <C>



<ARTICLE>                                           7
<LEGEND>
  THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                         0000225648
<NAME>                        DANIELSON HOLDING CORPORATION
<MULTIPLIER>                                1,000
<CURRENCY>                                     U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   JUN-30-1998
<EXCHANGE-RATE>                                1
<DEBT-HELD-FOR-SALE>                           117,846
<DEBT-CARRYING-VALUE>                          0
<DEBT-MARKET-VALUE>                            0
<EQUITIES>                                     17,859
<MORTGAGE>                                     0
<REAL-ESTATE>                                  0
<TOTAL-INVEST>                                 136,805
<CASH>                                         45
<RECOVER-REINSURE>                             28,128 <F1>
<DEFERRED-ACQUISITION>                         2,128
<TOTAL-ASSETS>                                 183,690
<POLICY-LOSSES>                                99,374
<UNEARNED-PREMIUMS>                            12,890
<POLICY-OTHER>                                 0
<POLICY-HOLDER-FUNDS>                          267
<NOTES-PAYABLE>                                0
                          0
                                    0
<COMMON>                                       1,559
<OTHER-SE>                                     60,886<F2>
<TOTAL-LIABILITY-AND-EQUITY>                   183,690
                                     27,587
<INVESTMENT-INCOME>                            4,274
<INVESTMENT-GAINS>                             124
<OTHER-INCOME>                                 421
<BENEFITS>                                     19,555
<UNDERWRITING-AMORTIZATION>                    4,774
<UNDERWRITING-OTHER>                           6,707
<INCOME-PRETAX>                                1,167
<INCOME-TAX>                                   53
<INCOME-CONTINUING>                            1,114
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   1,114
<EPS-PRIMARY>                                  0.07<F3>
<EPS-DILUTED>                                  0.07<F4>
<RESERVE-OPEN>                                 85,762
<PROVISION-CURRENT>                            19,555
<PROVISION-PRIOR>                              0
<PAYMENTS-CURRENT>                             5,264
<PAYMENTS-PRIOR>                               19,770
<RESERVE-CLOSE>                                80,283
<CUMULATIVE-DEFICIENCY>                        (940)
<FN>
<F1>  INCLUDES  REINSURANCE  RECOVERABLES  ON UNPAID  LOSSES OF 19,090  AND
REINSURANCE RECOVERABLES ON PAID LOSSES OF 9,038.
<F2> INCLUDES TREASURY STOCK OF 66.
<F3> REPRESENTS EARNINGS PER SHARE-BASIC.
<F4> REPRESENTS EARNINGS PER SHARE-DILUTED.
</FN>
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                           7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS. 

</LEGEND>
<CIK>                         0000225648
<NAME>                        DANIELSON HOLDING CORPORATION
<MULTIPLIER>                                   1,000
<CURRENCY>                                     U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   JUN-30-1997
<EXCHANGE-RATE>                                1
<DEBT-HELD-FOR-SALE>                           140,040
<DEBT-CARRYING-VALUE>                          0
<DEBT-MARKET-VALUE>                            0
<EQUITIES>                                     629
<MORTGAGE>                                     0
<REAL-ESTATE>                                  0
<TOTAL-INVEST>                                 142,667
<CASH>                                         1,964
<RECOVER-REINSURE>                             29,517<F1>
<DEFERRED-ACQUISITION>                         1,749
<TOTAL-ASSETS>                                 191,076
<POLICY-LOSSES>                                111,014
<UNEARNED-PREMIUMS>                            11,735
<POLICY-OTHER>                                 0
<POLICY-HOLDER-FUNDS>                          256
<NOTES-PAYABLE>                                0
                          0
                                    0
<COMMON>                                       1,559
<OTHER-SE>                                     58,368<F2>
<TOTAL-LIABILITY-AND-EQUITY>                   191,076
                                     23,528
<INVESTMENT-INCOME>                            4,989
<INVESTMENT-GAINS>                             2,206
<OTHER-INCOME>                                 305
<BENEFITS>                                     17,080
<UNDERWRITING-AMORTIZATION>                    4,337
<UNDERWRITING-OTHER>                           6,617
<INCOME-PRETAX>                                2,979
<INCOME-TAX>                                   19
<INCOME-CONTINUING>                            2,960
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   2,960
<EPS-PRIMARY>                                  0.19<F3>
<EPS-DILUTED>                                  0.18<F4>
<RESERVE-OPEN>                                 97,105
<PROVISION-CURRENT>                          17,080
<PROVISION-PRIOR>                              0
<PAYMENTS-CURRENT>                             4,671
<PAYMENTS-PRIOR>                               19,026
<RESERVE-CLOSE>                                90,488
<CUMULATIVE-DEFICIENCY>                        (10,120)
<FN>
<F1> INCLUDES REINSURANCE RECOVERABLES ON UNPAID LOSSES OF 20,526 AND 
REINSURANCE RECOVERABLES OF PAID LOSSES OF 8,991
<F2> INCLUDES TREASURY STOCK 66.
<F3> REPRESENTS EARNINGS PER SHARE-BASIC.
<F4> REPRESENTS EARNINGS PER SHARE-DILUTED.
</FN>

        


</TABLE>


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