CHARTWELL RE CORP
10-Q, 1996-05-14
ACCIDENT & HEALTH INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    --------

                                    FORM 10-Q
                                    --------

(X) QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE
SECURITIES
    EXCHANGE ACT of 1934 for the quarterly period ended March 31, 1996, or

(   )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 or 15(d) OF THE  SECURITIES
    EXCHANGE ACT OF 1934 for the transition period from to .

For the Quarter Ended March 31, 1996    Commission file number 1-12502

                                  -------------

                            Chartwell Re Corporation
             (Exact name of registrant as specified in its charter)

                                  -------------

           Delaware                                 41-1652573
- -------------------------------                  ------------------
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                  Identification No.)

                               300 Atlantic Street
                           Stamford, Connecticut 06901
               (Address of principal executive offices) (zip code)

                                  -------------

       Registrant's telephone number, including area code (203) 961-7300

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

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

Common Stock - $.01 par value                             9,583,811
    Description of Class                               Shares Outstanding
                                                       as of May 14, 1996


<PAGE>



                            Chartwell Re Corporation


                               Index To Form 10-Q

PART I   FINANCIAL INFORMATION

Item 1 - Financial Statements                                           Page
                                                                        ----
   Condensed  Consolidated  Balance Sheets at March 31, 1996
   and December 31, 1995 .............................................   3

   Condensed Consolidated Statements of Operations for the three
   month periods ended March 31, 1996 and 1995 .......................   4

   Condensed Consolidated Statements of Cash Flows for the three
   month periods ended March 31, 1996 and 1995 .......................   5

   Notes to Condensed Consolidated Financial Statements ..............   6

Item 2 - Management's Discussion and Analysis of
         Financial Condition and Results of Operations...............    8

PART II  OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K............................   13

Signatures...........................................................   14

                                       2


<PAGE>



PART I. FINANCIAL INFORMATION
ITEM 1 -Financial Statements


                    CHARTWELL RE CORPORATION AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                             (Dollars in Thousands)


                                                     March 31, 1996 December 31,
                                                      (Unaudited)       1995
                                                      -----------   -----------
ASSETS:
  Investments:
    Fixed maturities:
      Held for investment (market value March 31, 1996,
      $29,862; December 31, 1995, $27,965)...........  $   30,412   $   26,691
      Available for sale (amortized cost March 31,
      1996, $611,256; December 31,1995, $481,175)....     602,825      489,107
    Other investments ...............................      31,111       33,837
  Cash and cash equivalents .........................      92,442      155,813
                                                           ------      -------
          Total investments and cash ................     756,790      705,448
  Premiums in process of collection .................      76,638       73,620
  Reinsurance recoverable ...........................     190,165      195,434
  Prepaid Reinsurance ...............................      19,869       18,212
  Deferred income taxes .............................      47,933       42,819
  Deferred policy acquisition costs .................      17,946       18,809
  Deposits ..........................................      17,894       17,481
  Other assets ......................................      51,854       61,015
                                                           ------       ------
      Total assets...................................  $1,179,089   $1,132,838
                                                       ==========   ==========

LIABILITIES:
  Loss and loss adjustment expenses .................  $  740,089   $  741,467
  Unearned premiums .................................      85,465       90,573
  Contingent interest notes .........................      25,989       25,496
  Other reinsurance balances ........................       4,946        4,689
  Accrued expenses and other liabilities.............      52,396       23,131
  Long term debt ....................................      68,750       95,000
                                                           ------       ------
      Total liabilities .............................     977,635      980,356
                                                          =======      =======

COMMON STOCKHOLDERS' EQUITY:
  Common stock, par value $0.01 per share;
  authorized 20,000,000 shares; shares issued and
  outstanding March 31, 1996, 9,358,811 shares;
  December 31, 1995, 6,858,811 shares................          94           69
  Additional paid-in capital ........................     206,953      153,305
  Net unrealized appreciation
  (depreciation) of investments......................      (4,347)       5,219
  Foreign currency translation adjustment............          40            9
  Accumulated deficit ...............................      (1,286)      (6,120)
                                                           ------       ------
      Total common stockholders' equity..............     201,454      152,482
                                                          -------      -------
      Total liabilities and stockholders' equity.....  $1,179,089   $1,132,838
                                                       ==========   ==========


           See notes to condensed consolidated financial statements.

                                        3


<PAGE>



                   CHARTWELL RE CORPORATION AND SUBSIDIARIES
                Condensed Consolidated Statements of Operations
                  (Dollars in Thousands, except share amounts)
                                   (Unaudited)

                                                          Three Month Periods
                                                            Ended March 31,
                                                          1996         1995
                                                        --------     --------
REVENUES:
  Premiums earned....................................    $56,243      $32,786
  Net investment income...............................    10,764        4,821
  Net realized capital gains..........................       921           67
  Service and other revenue...........................     1,472          260
                                                          ------       ------
          Total revenues..............................    69,400       37,934
                                                          ------       ------


LOSSES AND EXPENSES INCURRED:
  Loss and loss adjustment expenses...................    40,942       24,087
  Policy acquisition costs............................    14,176        7,672
  Other expenses......................................     4,480        2,469
  Interest and amortization...........................     2,918        1,775
                                                          ------       ------
          Total losses and expenses incurred..........    62,516       36,003
                                                          ------       ------


Income before income taxes............................     6,884        1,931
Income tax expense....................................     2,050          615
                                                          ------       ------
Net income............................................    $4,834       $1,316
                                                          ======       ======


Income per common share...............................     $0.64        $0.35
                                                          ======       ======
Weighted average number of common shares outstanding.. 7,581,033    3,755,312
                                                       =========    =========


           See notes to condensed consolidated financial statements.

                                       4

<PAGE>



                      CHARTWELL RE CORPORATION AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                             (Dollars in Thousands)
                                   (Unaudited)

                                                          Three Month Periods
                                                            Ended March 31,
                                                          1996         1995
                                                        --------     --------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net premiums collected..............................   $58,844      $20,903
  Ceded premiums paid.................................   (19,761)      (1,147)
  Net losses & LAE....................................   (42,995)     (13,583)
  Overhead expenses...................................    (4,301)      (3,041)
  Service fee income..................................     1,472          261
  Net income taxes (paid)/recovered...................       (86)       1,407
  Interest received on investments....................     9,477        5,228
  Interest paid.......................................    (3,844)      (3,844)
  Other, net..........................................     1,790       (1,052)
                                                          ------       ------
    Net cash provided by operating activities.........       596        5,132
                                                          ------       ------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from investments sold......................   118,256       16,361
  Proceeds from investments matured or repaid.........     7,163        1,590
  Cost of investments acquired........................  (242,840)     (31,407)
                                                        --------      -------
    Net cash used in investing activities.............  (117,421)     (13,456)
                                                        --------      -------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from public stock offering.............    53,673
  Other, net..........................................      (250)        (304)
                                                         -------         -----
    Net cash provided by (used in) financing activities   53,423         (304)
                                                         -------         -----

      Effect of exchange rate on cash.................        31           21
                                                          ------         -----

Net decrease in cash and cash equivalents.............   (63,371)      (8,607)
Cash and cash equivalents at beginning of year........   155,813       37,005
                                                         -------       ------
Cash and cash equivalents at end of period............   $92,442      $28,398
                                                         =======      =======

RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
  Net income .........................................    $4,834       $1,316
  Adjustments to reconcile net income to net
  cash provided by operating activities:
  Net realized capital gains..........................      (921)         (67)
  Deferred policy acquisition costs...................       863         (589)
  Deferred income taxes...............................      (242)      (1,491)
  Unpaid loss and loss adjustment expenses............    (1,378)      10,522
  Unearned premiums...................................    (5,108)       1,688
  Other reinsurance balances..........................       275        2,892
  Reinsurance recoverable.............................      (657)       1,597
  Net change in receivables and payables..............     4,242      (10,588)
  Other, net..........................................    (1,312)        (148)
                                                          ------       ------
    Net cash provided by operating activities.........      $596       $5,132
                                                          ======       ======
           See notes to condensed consolidated financial statements.

                                        5

<PAGE>
                   CHARTWELL RE CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                 March 31, 1996
                                  (Unaudited)


NOTE 1 - BASIS OF PRESENTATION

     The  accompanying   unaudited  interim  Condensed   Consolidated  Financial
Statements of Chartwell Re  Corporation  (the  "Company")  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information,  the  instructions  to Form 10-Q and Article 10 of Regulation  S-X.
Accordingly,  they do not include all of the  information  and notes required by
generally accepted accounting principles for complete financial  statements.  In
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
accruals)  considered  necessary  for  fair  presentation  have  been  included.
Operating  results  for any interim  period are not  necessarily  indicative  of
results that may be expected for the full year. These interim  statements should
be read in conjunction with the 1995 consolidated financial statements and notes
thereto  included in the Company's  Annual Report on Form 10-K as filed with the
Securities and Exchange Commission.

NOTE 2 - PUBLIC STOCK OFFERING

     On March 5, 1996,  the  Company  completed a public  offering of  2,500,000
shares of common stock at $23.00 per share (the" Offering"). The net proceeds to
the Company were $53.7  million  after  deduction of  underwriting  discount and
expenses.  Of the net proceeds,  $20.0 million was  contributed to the statutory
surplus of Chartwell  Reinsurance  Company and $28.3 million was  contributed to
Chartwell Re Holdings (Chartwell  Holdings) which used such funds to retire (the
"Redemption")  35% of its outstanding  10.25% Senior Notes due 2004 (the "Senior
Notes")  (See Note 4). The  remaining  funds will be used for general  corporate
purposes.

     On April 3, 1996, the underwriters  exercised the over-allotment option for
225,000  shares of common  stock and the  Company  received an  additional  $4.8
million from such exercise.

NOTE 3 - PRO FORMA DATA

     On December 13, 1995,  Piedmont  Management  Company Inc.  (PMC) was merged
with and into the Company  (the  "Merger"),  with the  Company as the  surviving
corporation.  The Merger has been  accounted  for under the  purchase  method of
accounting  effective December 31, 1995. The results of operations for the three
months ended March 31, 1996 include the results of PMC's former subsidiary,  The
Reinsurance Corporation of New York (RECO).


                                        6


<PAGE>



     The following pro forma consolidated  income statement  information for the
Company  for the three  months  ended  March 31,  1996  assumes  the  Redemption
occurred on January 1, 1995.  The  information  for the three months ended March
31, 1995 is  presented as though the Merger and the  Redemption  had occurred on
January 1, 1995. The number of shares  required to generate the proceeds  needed
to redeem the debt was 1,316,657  shares.  Such shares have been included in the
calculation of pro forma net income per common share.


                             (In thousands , except
                                 share amounts)
                            Three Month Period Ended
                                    March 31,
                                                 1996             1995
                                              ----------       ----------
Total revenues .......................       $   69,400       $   73,617
Net income ...........................       $    5,289       $      450
Net income per common share ..........       $     0.62       $     0.06

Pro forma weighted average shares
outstanding ..........................        8,513,560        8,175,468

     Common stock  equivalents  were not considered as their inclusion would not
have been dilutive.


NOTE 4 - SUBSEQUENT EVENT

    On April 8, 1996,  Chartwell Holdings redeemed 35% of its outstanding Senior
Notes for approximately $28.3 million including the redemption premium. At March
31, 1996, the principal  amount to be redeemed was included in accrued  expenses
and other liabilities.


                                        7



<PAGE>

ITEM 2 - Management's Discussion and Analysis

                    CHARTWELL RE CORPORATION AND SUBSIDIARIES
                      Management's Discussion and Analysis
                of Financial Condition and Results of Operations
                                 March 31, 1996
                                   (Unaudited)

Overview

     On December 13, 1995, Chartwell Re Corporation (Chartwell or the "Company")
acquired  The  Reinsurance  Corporation  of New York  (RECO)  as a result of the
merger of RECO's former parent, Piedmont Management Company Inc. (PMC), with and
into Chartwell  (the  "Merger"),  with  Chartwell as the surviving  corporation.
Since the Merger was  completed  in  December,  the net income for 1995 does not
include the operations of PMC or RECO.

     The condensed  consolidated  financial  statements  include the accounts of
Chartwell  and its  principal  wholly-owned  subsidiaries  Chartwell Re Holdings
Corporation  (Chartwell  Holdings),  Chartwell  Reinsurance  Company  (Chartwell
Reinsurance),   RECO,  and  Chartwell  Advisers  Limited  (Chartwell  Advisers).
Chartwell   Reinsurance   underwrites  treaty  reinsurance  through  reinsurance
intermediaries  for both property and casualty risks. RECO underwrites a book of
select specialty  property and casualty insurance  underwritten  through program
administrators.  Chartwell  Advisers acts as the exclusive  Lloyd's adviser to a
non-affiliated  company  formed to  underwrite  at Lloyd's  of London  (Lloyd's)
through  a  group  of  wholly-owned  subsidiaries  that  are  limited  liability
corporate members of certain select Lloyd's syndicates.

Results of Operations - Three Months Ended March 31, 1996 Compared With Three
Months Ended March 31, 1995:

     Revenues:  Total  revenues of $69.4 million for the first quarter 1996 were
$31.5 million,  or 83% more than the first quarter 1995. The accompanying  table
summarizes  gross and net premiums  written,  earned  premiums,  net  investment
income, net realized capital gains, service and other revenue and total revenues
for the quarters indicated:

                                                     Quarter Ended March 31,
                                                     1996             1995
                                                    -------          -------
                                                         (in thousands)      
Gross premiums written ...................          $68,564          $34,560
                                                    =======          =======
Net premiums written .....................          $49,718          $33,396
                                                    =======          =======
Earned premiums ..........................          $56,243          $32,786
Net investment income ....................           10,764            4,821
Net realized capital gains ...............              921               67
Service and other revenue ................            1,472              260
                                                    -------          -------
Total revenues ...........................          $69,400          $37,934
                                                    =======          =======
                               
                                        8


<PAGE>

     Gross premiums  written for the first quarter 1996 were $68.6  million,  an
increase  of 98%  compared  to the first  quarter  1995.  The  increase in gross
premiums  written  was  principally  attributable  to  business  acquired in the
Merger.  Such business consisted of: (a) a seasoned book of specialty  insurance
business which is the basis for the Controlled  Source Insurance  business,  the
Company's  newest  client  segment;  (b) a marine  and  aviation  pool  which is
included  with  Chartwell's  other marine and aviation  business in the Regional
Accounts client segment;  (c) certain reinsurance  contracts that are compatible
with  Chartwell's  underwriting  standards  and which were  renewed and included
primarily in Regional and Specialty  Accounts client  segments;  and (d) certain
reinsurance   contracts  that  were  not  renewed  because  they  did  not  meet
Chartwell's  underwriting  standards  and  which are  classified  below as "RECO
Run-off."  In  addition,  premiums  in  the  Regional  Accounts  client  segment
increased  because of  continuing  increases  in its book of marine and aviation
business.  Specialty  Accounts gross  premiums  written for the first quarter of
1995 is only  slightly  less  than  the  prior  year  primarily  due to a lag in
reporting of premiums on new  contracts.  Chartwell  expects that gross premiums
written in the Specialty Accounts segment for 1996 will exceed 1995 levels later
in the year.  Global  Accounts  continues to focus on the  international  market
place rather than the large domestic  insurance  market place where  competition
continues to stiffen.  The  distribution of the Company's gross premiums written
among its underwriting client segments was as follows:


                                              Quarter Ended March 31,
                                      ---------------------------------------
                                              1996                 1995
                                       -----------------    -----------------
                                                   (in thousands)
Specialty .......................                $17,085              $17,270
Global ..........................                  8,511               10,934
Regional:
     Property & Casualty ........      11,164               4,543
     Marine & Aviation ..........       7,162               1,813
                                       ------              ------
Subtotal Regional ...............                 18,326                6,356
Controlled Source ...............                 17,177                   --
RECO Run - off ..................                  7,465                   --
                                                  ------                -----
                                                 $68,564              $34,560
                                                 =======              =======


     Net  premiums  written for the first  quarter 1996 were $49.7  million,  an
increase of $16.3  million,  or 49%  compared  to the first  quarter  1995.  The
increase in net premiums  written was  principally  attributable  to the reasons
described above for the increases in gross premiums written. Net premiums earned
for the first quarter 1996 were $56.2 million,  an increase of $23.5 million, or
72% compared to the first quarter 1995. The increase in net premiums  earned was
principally attributable to premium writings by RECO.

     Net  investment  income for the first  quarter 1996 was $10.8  million,  an
increase of $5.9 million,  or 123% over the first quarter 1995. The  improvement
reflects the increase in invested assets,  principally from the Merger, and from
the net proceeds of Chartwell's public stock offering in the first quarter 1996.
The average annual tax equivalent  yield on invested assets,  before  investment
expenses,  increased to 6.66% for the first  quarter 1996  compared to 6.61% for
the same  period in 1995.  Net  realized  capital  gains were $.9 million in the
first  quarter 1996  compared to only  $67,000 for the same period in 1995.  The
1996 net capital gains were realized  principally to reposition  certain sectors
of the portfolio  and, in particular,  to increase the amount of  tax-advantaged
securities.

     Service and other revenue for the first quarter 1996 were $1.5 million,  an
increase of $1.2 million  compared to the first  quarter 1995.  The  improvement
reflects  increases in both  advisory fee revenues and equity in the earnings of
investee companies acquired in the Merger.

                                        9

<PAGE>

     Underwriting  Results:  The  Company's  principal  expense,  loss  and loss
adjustment expenses (LAE) related to the settlement of claims, was $40.9 million
in the first  quarter 1996  compared to $24.1 million in the first quarter 1995.
The increase is principally  attributable  to the increase in earned premiums as
noted above. Net losses and LAE expressed as a percentage of net earned premiums
(the loss and LAE ratio) improved to 72.8% for the first quarter 1996 from 73.5%
recorded for the same period in 1995.

     Policy  acquisition costs,  primarily  commissions paid to ceding companies
and brokerage fees paid to intermediaries less commissions  received on business
ceded to other  reinsurers,  were  $14.2  million  for the  first  quarter  1996
compared to $7.8 million in the first quarter  1995.  Policy  acquisition  costs
expressed as a percentage of net earned premiums (the acquisition expense ratio)
increased  to 25.2% from 23.4% in 1995.  The increase is due both to the run-off
of RECO's  cancelled  reinsurance  business and to a modestly higher  commission
structure.

     Other expenses,  which include  underwriting and  administrative  expenses,
were $4.5  million for the first  quarter  1996  compared to $2.5 million in the
first  quarter  1995.  Other  expenses  expressed as a percentage  of net earned
premiums  increased  to 7.2% from  6.8% in 1995  principally  due to  transition
expenses associated with the integration of RECO.  Chartwell believes that these
transition  expenses will decrease over the remaining three quarters of 1996. It
should be noted that the comparable ratio for the full year 1995 was 8.0%.

     The combined  ratio for the first quarter 1996 computed in accordance  with
generally accepted accounting principle (GAAP) was 105.2% compared to 103.7% for
the first quarter 1995.  Although the loss ratio component improved to 72.8% for
the first  quarter  1996 from 73.5%  recorded  for the same period in 1995,  the
expense ratio increased to 32.4% from 30.2% in 1995 for the reasons noted above.
On a pro forma basis,  as if the Merger occurred on January 1, 1995, the expense
ratio  decreased to 32.4% compared to 36.5% and the combined ratio  decreased to
105.2% compared to 122.4% for the first quarter 1995.

     Interest and amortization  expenses were $2.9 million for the first quarter
1996 compared to $1.8 million in the first quarter 1995. In addition to interest
and amortization on Chartwell Holdings' 10.25% Senior Notes due 2004 (the"Senior
Notes")  of $2.0  million  for both  periods,  interest  expense  for 1996  also
includes $0.4 million of interest on a $20.0  million bank facility  established
on the  date of  Merger  and  $0.5  million  interest  and  amortization  of the
Company's  Contingent  Interest Notes.  Interest expense for 1995 was reduced by
$0.2 million as a result of an interest  rate swap which was  terminated  in the
second quarter 1995.  Interest  expense in future periods will be reduced due to
the  redemption of 35% of the  principal  amount of the Senior Notes on April 8,
1996.

     Pre-tax income: For the first quarter 1996, pre-tax income was $6.9 million
compared  with $1.9  million for the same period in 1995.  The most  significant
factor is the increase in net investment income as described above.

     Taxes: Total taxes for the first quarter 1996 were $2.1 million compared to
$.6 million in the same period in 1995.  The  effective tax rates were 29.8% and
31.8% for the 1996 and 1995 periods  respectively.  The principal  factor in the
decline  below the  statutory  rate of 35% was the  benefit  of  investments  in
tax-advantaged securities which increased in the first quarter 1996.

     Net  income:  For the first  quarter  1996,  net  income  was $4.8  million
compared  to $1.3  million  for the same  period in 1995.  The most  significant
factor is increased net  investment  income as described  above.  Net income per
share  increased  83% to $.64 for the  first  quarter  1996  from $.35 per share
reported a year ago.  After-tax  operating  income per share (which excludes net
realized  capital gains on the sale of  investments)  for the first quarter 1996
increased 64% to $.56 from $.34 reported for the preceding year.

                                       10

<PAGE>

Liquidity and Capital Resources:

     As a holding company,  Chartwell's assets consist primarily of the stock of
its indirect  subsidiaries,  Chartwell  Reinsurance  and RECO,  each of which is
owned  directly or  indirectly  by  Chartwell  Holdings.  Chartwell's  cash flow
therefore  depends  largely  on  dividends  and other  payments  from  Chartwell
Holdings, and in turn Chartwell Holdings' cash flow depends largely on dividends
and tax sharing  payments from Chartwell  Reinsurance.  Chartwell  Reinsurance's
sources of funds  consist  primarily of net  premiums,  reinsurance  recoveries,
investment income and proceeds from sales and redemptions of investments.  Funds
are applied primarily to payments of claims, operating expenses and income taxes
and to the purchase of investments,  largely fixed income  securities.  Cash and
short-term  investments  are  maintained for the payment of claims and expenses.
Chartwell  Reinsurance's  ability  to  pay  cash  dividends  to the  Company  is
restricted by law or subject to approval of the insurance  regulatory  authority
of Minnesota, Chartwell Reinsurance's state of domicile. The Minnesota authority
recognizes only statutory  accounting practices for the ability of an insurer to
pay dividends to its shareholders.

     Under the insurance laws of the State of Minnesota, payment of dividends by
Chartwell  Reinsurance  in any  year is  limited  to the  greater  of (i) 10% of
capital and surplus as of the prior year end as determined  in  accordance  with
statutory accounting  policies;  or (ii) statutory net income from operations of
the next preceding year excluding  realized capital gains.  Notwithstanding  the
foregoing, Chartwell Reinsurance may pay dividends only from its earned surplus,
also known as unassigned  funds.  The maximum  dividend that can be paid in 1996
without prior approval of the Minnesota Department of Commerce is $18.8 million.

     At the May 2, 1996 Board of  Directors  meeting of the  Company,  the Board
declared  an initial  quarterly  dividend  payment of $.04 per share  payable to
stockholders of record as of May 16, 1996.

     Financing activities have also been a source of liquidity for Chartwell and
its subsidiaries, and such undertakings continued during the first quarter 1996.
On  March  8,  1996,   Chartwell  raised  $57.5  million  ($53.7  million  after
underwriting  discounts  and expenses)  through a public  offering of its common
stock.  Of the net  proceeds,  $20.0  million was  contributed  to the statutory
surplus of Chartwell  Reinsurance and $28.3 million was contributed to Chartwell
Holdings  which  used such funds to redeem  35% of the  principal  amount of its
Senior  Notes at a price of 107.69%.  This  redemption  will reduce  Chartwell's
annual  expense for interest and  amortization  of debt issuance costs under the
Senior Notes by $2.8 million per year. As a result of the  offering,  Standard &
Poor's  improved its rating with respect to the Senior Notes to BBB- from BB and
Moody's improved its rating to Ba1 from Ba2.

     At March 31, 1996, the carrying value of total investments,  including cash
and cash equivalents, increased by $51.4 million, or 7.3%, to $756.8 compared to
$705.4 million at December 31, 1995.  The primary  reasons for the increase were
the net cash acquired in the public  offering of $53.7  million,  cash flow from
operations of $0.6 million and cash flow from the settlement of certain December
31, 1995 securities sales of $10.8 million, offset in part by the decline in the
market value of the investment portfolio.  At March 31, 1996, 96% of Chartwell's
total  investments  (including  cash and cash  equivalents)  consisted  of fixed
income  securities,  of  which  99% were  rated  "A" or  better  (or  "A-1"  for
commercial paper) by Moody's. The Company's fixed income securities portfolio at
March 31, 1996 was comprised  primarily of U.S.  Treasury and government  agency
mortgage pass-through securities, and corporate and municipal bonds.

                                       11

<PAGE>

     Stockholders'  equity  increased  32% to $201.5  million at March 31, 1996,
compared to $152.5  million at December  31, 1995  primarily  as a result of the
public  common  stock  offering  described  above.  GAAP book value per share of
$22.23  reported at  December  31,  1995 was  decreased  on a pro forma basis to
$22.03 as a result of the public  offering of 2.5 million  common  shares in the
first quarter.  The decrease to $21.53 at March 31, 1996 was attributable to the
decline in the market value of the Company's fixed income  securities  portfolio
as a result of the increase in market interest rates during this period,  offset
by  first  quarter  earnings.  Chartwell's  ratio  of  long-term  debt to  total
capitalization  was reduced from 38.4% at December 31, 1995 to 25.4% as of March
31, 1996 including the effect of the partial  redemption of  Chartwell's  10.25%
Senior Notes that occurred on April 8, 1996.

     Statutory  surplus of  Chartwell  Reinsurance  increased  $27.3  million to
$215.3  million,  and surplus of RECO  increased  $5.2 million to $80.8 million,
both compared to the amounts at December 31, 1995.  Both  Chartwell  Reinsurance
and  RECO,  the  Company's  principal  operating  subsidiaries,   are  rated  A-
(Excellent)  by A.M. Best Company and are assigned an A- claims  paying  ability
rating by Standard & Poor's.




                                       12


<PAGE>


                   CHARTWELL RE CORPORATION AND SUBSIDIARIES


PART II         OTHER INFORMATION


     Item 6  - Exhibits and Reports on Form 8-K

               (a) Exhibits

                   27 - Financial Data Schedule.

               (b) Reports on Form 8-K

                   None.



                                       13
<PAGE>
                                      
                   CHARTWELL RE CORPORATION AND SUBSIDIARIES


Signatures



     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                    CHARTWELL RE CORPORATION
                                    (Registrant)



                                    /s/ Charles E. Meyers
                                    --------------------------------------
                                    Charles E. Meyers
                                    Duly Authorized Officer, Senior Vice 
                                    President and Chief Financial Officer


Dated:  May 14, 1996





                                       14



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<ARTICLE>                                             7
       
<S>                             <C>
<PERIOD-TYPE>                                     3-MOS
<FISCAL-YEAR-END>                           DEC-31-1996
<PERIOD-START>                              JAN-01-1996
<PERIOD-END>                                MAR-31-1996
<DEBT-HELD-FOR-SALE>                            602,825
<DEBT-CARRYING-VALUE>                            30,412
<DEBT-MARKET-VALUE>                              29,862
<EQUITIES>                                       31,111
<MORTGAGE>                                            0
<REAL-ESTATE>                                         0
<TOTAL-INVEST>                                  664,348
<CASH>                                           92,442
<RECOVER-REINSURE>                               16,085
<DEFERRED-ACQUISITION>                           17,946
<TOTAL-ASSETS>                                1,179,089
<POLICY-LOSSES>                                 740,089
<UNEARNED-PREMIUMS>                              85,465
<POLICY-OTHER>                                        0
<POLICY-HOLDER-FUNDS>                                 0
<NOTES-PAYABLE>                                  94,739
                                 0
                                           0
<COMMON>                                             94
<OTHER-SE>                                      201,360
<TOTAL-LIABILITY-AND-EQUITY>                  1,179,089
                                       56,243
<INVESTMENT-INCOME>                              10,764
<INVESTMENT-GAINS>                                  921
<OTHER-INCOME>                                    1,472
<BENEFITS>                                       40,942
<UNDERWRITING-AMORTIZATION>                      14,176
<UNDERWRITING-OTHER>                              4,480
<INCOME-PRETAX>                                   6,884
<INCOME-TAX>                                      2,050
<INCOME-CONTINUING>                               4,834
<DISCONTINUED>                                        0
<EXTRAORDINARY>                                       0
<CHANGES>                                             0
<NET-INCOME>                                      4,834
<EPS-PRIMARY>                                      0.64
<EPS-DILUTED>                                      0.64
<RESERVE-OPEN>                                        0
<PROVISION-CURRENT>                                   0
<PROVISION-PRIOR>                                     0
<PAYMENTS-CURRENT>                                    0
<PAYMENTS-PRIOR>                                      0
<RESERVE-CLOSE>                                       0
<CUMULATIVE-DEFICIENCY>                               0
        

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