10-Q 1 mar05q.txt CHANDLER (U.S.A.), INC. MARCH 2005 10-Q ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE --- SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE --- SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from ________ to ________ COMMISSION FILE NUMBER: 1-15135 CHANDLER (U.S.A.), INC. (Exact name of registrant as specified in its charter) OKLAHOMA 73-1325906 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1010 MANVEL AVENUE, CHANDLER, OKLAHOMA 74834 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (405) 258-0804 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- --- Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES NO X --- --- The number of common shares, $1.00 par value, of the registrant outstanding on April 30, 2005 was 2,484, which are owned by Chandler Insurance Company, Ltd. ============================================================================= PAGE i CHANDLER (U.S.A.), INC. INDEX ----- PART I - FINANCIAL INFORMATION ------------------------------ ITEM 1. ------- Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004 ...... 1 Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004 .......................................... 2 Consolidated Statements of Comprehensive Income for the three months ended March 31, 2005 and 2004 ................................... 3 Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and 2004 .......................................... 4 Notes to Interim Consolidated Financial Statements .......................... 5 ITEM 2. ------- Management's Discussion and Analysis of Financial Condition and Results of Operations .................................................. 6 ITEM 4. ------- Controls and Procedures ..................................................... 9 PART II - OTHER INFORMATION --------------------------- Item 1. Legal Proceedings .................................................. 10 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds......... 10 Item 3. Defaults Upon Senior Securities .................................... 10 Item 4. Submission of Matters to a Vote of Security Holders ................ 10 Item 5. Other Information .................................................. 10 Item 6. Exhibits ........................................................... 10 Signatures .................................................................. 11 PAGE 1 CHANDLER (U.S.A.), INC. CONSOLIDATED BALANCE SHEETS (Amounts in thousands except share amounts)
March 31, December 31, 2005 2004 ----------- ------------ (Unaudited) ASSETS Investments Fixed maturities available for sale, at fair value Restricted (amortized cost $8,406 and $8,421 in 2005 and 2004, respectively) ....... $ 8,107 $ 8,279 Unrestricted (amortized cost $63,309 and $63,636 in 2005 and 2004, respectively) ... 61,966 63,391 Equity securities available for sale, at fair value (cost $8,083 and $8,058 in 2005 and 2004, respectively) ............................................................ 8,240 8,373 ----------- ------------ Total investments .................................................................. 78,313 80,043 Cash and cash equivalents ($141 restricted in 2005 and 2004) ......................... 3,924 6,870 Premiums receivable, less allowance for non-collection of $120 and $119 at 2005 and 2004, respectively .................................... 26,409 22,809 Reinsurance recoverable on paid losses, less allowance for non-collection of $3,070 and $3,035 at 2005 and 2004, respectively ................................. 3,012 2,172 Reinsurance recoverable on paid losses from related parties .......................... - 83 Reinsurance recoverable on unpaid losses, less allowance for non-collection of $216 and $237 at 2005 and 2004, respectively ..................................... 41,954 50,381 Reinsurance recoverable on unpaid losses from related parties ........................ 13,312 13,157 Prepaid reinsurance premiums ......................................................... 9,734 9,837 Prepaid reinsurance premiums to related parties ...................................... 13,066 12,315 Deferred policy acquisition costs .................................................... 440 57 Property and equipment, net .......................................................... 8,943 9,110 Amounts due from related parties ..................................................... 10,346 10,891 State insurance licenses, net ........................................................ 3,745 3,745 Other assets ......................................................................... 14,217 15,827 ----------- ------------ Total assets ......................................................................... $ 227,415 $ 237,297 =========== ============ LIABILITIES AND SHAREHOLDER'S EQUITY Liabilities Unpaid losses and loss adjustment expenses .......................................... $ 96,542 $ 108,233 Unearned premiums ................................................................... 53,509 51,109 Policyholder deposits ............................................................... 5,393 4,912 Accrued taxes and other payables .................................................... 5,110 5,578 Premiums payable .................................................................... 1,293 3,674 Premiums payable to related parties ................................................. 554 - Senior debentures ................................................................... 6,979 6,979 Junior subordinated debentures issued to affiliated trusts .......................... 20,620 20,620 ----------- ------------ Total liabilities .................................................................. 190,000 201,105 ----------- ------------ 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 ................................................................. (22,191) (24,346) Accumulated other comprehensive income: Unrealized loss on investments available for sale, net of deferred income taxes .... (980) (48) ----------- ------------ Total shareholder's equity ........................................................ 37,415 36,192 ----------- ------------ Total liabilities and shareholder's equity ........................................... $ 227,415 $ 237,297 =========== ============
See accompanying Notes to Interim Consolidated Financial Statements. PAGE 2 CHANDLER (U.S.A.), INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Amounts in thousands)
Three months ended March 31, -------------------------------- 2005 2004 ------------- ------------ Premiums and other revenues Direct premiums written and assumed ............................ $ 31,661 $ 31,661 Reinsurance premiums ceded ..................................... (5,771) (9,150) Reinsurance premiums ceded to related parties .................. (7,914) (6,751) ------------- ------------ Net premiums written and assumed .............................. 17,976 15,760 Increase in unearned premiums .................................. (1,752) (1,888) ------------- ------------ Net premiums earned ........................................... 16,224 13,872 Investment income, net .......................................... 669 1,135 Interest income, net from related parties ....................... 152 103 Realized investment gains, net .................................. - 463 Other income .................................................... 64 479 ------------- ------------ Total premiums and other revenues ............................. 17,109 16,052 ------------- ------------ Operating costs and expenses Losses and loss adjustment expenses, net of amounts ceded to related parties of $3,586 and $2,680 in 2005 and 2004, respectively ................................... 7,900 10,632 Policy acquisition costs, net of ceding commissions received from related parties of $2,979 and $2,557 in 2005 and 2004, respectively ................................... 2,352 2,508 General and administrative expenses ............................ 2,871 3,313 Interest expense ............................................... 616 595 ------------- ------------ Total operating costs and expenses ............................ 13,739 17,048 ------------- ------------ Income (loss) before income taxes ............................... 3,370 (996) Federal income tax benefit (provision) .......................... (1,215) 416 ------------- ------------ Net income (loss) .............................................. $ 2,155 $ (580) ============= ============
See accompanying Notes to Interim Consolidated Financial Statements. PAGE 3 CHANDLER (U.S.A.), INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Amounts in thousands)
Three months ended March 31, -------------------------------- 2005 2004 ------------- ------------ Net income (loss) ............................................... $ 2,155 $ (580) ------------- ------------ Other comprehensive income (loss), before income tax: Unrealized gains (losses) on securities: Unrealized holding gains (losses) arising during period ....... (1,412) 934 Less: Reclassification adjustment for gains included in net income (loss) ......................................... - (463) ------------- ------------ Other comprehensive income (loss), before income tax ............ (1,412) 471 Income tax benefit (provision) related to items of other comprehensive income (loss) .................................... 480 (160) ------------- ------------ Other comprehensive income (loss), net of income tax ............ (932) 311 ------------- ------------ Comprehensive income (loss) ..................................... $ 1,223 $ (269) ============= ============
See accompanying Notes to Interim Consolidated Financial Statements. PAGE 4 CHANDLER (U.S.A.), INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Amounts in thousands)
Three months ended March 31, ------------------------------- 2005 2004 ------------ ------------ OPERATING ACTIVITIES Net income (loss) ............................................................ $ 2,155 $ (580) Add (deduct): Adjustments to reconcile net income (loss) to cash provided by (applied to) operating activities: Realized investment gains, net ............................................. - (463) Gain on retirement of debentures ........................................... - (36) Net gains on sale of property and equipment ................................ (5) (369) Amortization and depreciation .............................................. 371 354 Provision for non-collection of premiums ................................... 11 (50) Provision for non-collection of reinsurance recoverables ................... 20 150 Net change in non-cash balances relating to operating activities: Premiums receivable ....................................................... (3,611) 1,221 Reinsurance recoverable on paid losses .................................... (882) 4,280 Reinsurance recoverable on paid losses from related parties ............... 83 271 Reinsurance recoverable on unpaid losses .................................. 8,449 (1,390) Reinsurance recoverable on unpaid losses from related parties ............. (155) 172 Prepaid reinsurance premiums .............................................. 103 168 Prepaid reinsurance premiums to related parties ........................... (751) (734) Deferred policy acquisition costs ......................................... (383) (150) Other assets .............................................................. 2,076 221 Unpaid losses and loss adjustment expenses ................................ (11,691) 2,606 Unearned premiums ......................................................... 2,400 2,454 Policyholder deposits ..................................................... 481 (324) Accrued taxes and other payables .......................................... (468) 163 Premiums payable .......................................................... (2,381) 359 Premiums payable to related parties ....................................... 554 442 ------------ ------------ Cash provided by (applied to) operating activities ......................... (3,624) 8,765 ------------ ------------ INVESTING ACTIVITIES Unrestricted fixed maturities available for sale: Purchases .................................................................. - (17,929) Sales ...................................................................... - 12,176 Maturities ................................................................. 183 248 Equity securities available for sale: Purchases .................................................................. (25) - Cost of property and equipment purchased .................................... (57) (24) Proceeds from sale of property and equipment ................................ 32 1 ------------ ------------ Cash provided by (applied to) investing activities ......................... 133 (5,528) ------------ ------------ FINANCING ACTIVITIES Payments on retirement of debentures ........................................ - (226) Debt issue costs ............................................................ - (18) Payments and loans from related parties ..................................... 883 867 Payments and loans to related parties ....................................... (338) (1,034) ------------ ------------ Cash provided by (applied to) financing activities ......................... 545 (411) ------------ ------------ Increase (decrease) in cash and cash equivalents during the period ........... (2,946) 2,826 Cash and cash equivalents at beginning of period ............................. 6,870 7,126 ------------ ------------ Cash and cash equivalents at end of period ................................... $ 3,924 $ 9,952 ============ ============
See accompanying Notes to Interim Consolidated Financial Statements. PAGE 5 CHANDLER (U.S.A.), INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 2005 AND 2004 (Unaudited) NOTE 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of Chandler (U.S.A.), Inc. ("Chandler USA") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information included in Chandler USA's Annual Report on Form 10-K for the year ended December 31, 2004. 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-month period ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year. The consolidated financial statements include the accounts of Chandler USA and all wholly owned subsidiaries that meet consolidation requirements including National American Insurance Company ("NAICO") and Chandler Insurance Managers, Inc. NOTE 2. SEGMENT INFORMATION Chandler USA has one reportable operating segment for property and casualty insurance. Net premiums earned and losses and loss adjustment expenses within the property and casualty segment can be identified to Chandler USA designated insurance programs. Chandler USA's chief operating decision makers review net premiums earned and losses and loss adjustment expenses in assessing the performance of an insurance program. In addition, Chandler USA's chief operating decision makers consider many other factors such as the lines of business offered within an insurance program and the states in which the insurance programs are offered. Certain discrete financial information is not readily available by insurance program, including assets, interest income, and investment gains or losses, allocated to each insurance program. Chandler USA does not consider its insurance programs to be reportable segments, however, the following supplemental information pertaining to each insurance program's net premiums earned and losses and loss adjustment expenses is presented for the property and casualty segment.
THREE MONTHS ENDED MARCH 31, ---------------------------- 2005 2004 ------------ ------------ (In thousands) INSURANCE PROGRAM -------------------------------------------- NET PREMIUMS EARNED Standard property and casualty ............. $ 14,015 $ 11,597 Political subdivisions ..................... 1,777 1,686 Surety bonds ............................... 312 504 Other (1) .................................. 120 85 ------------ ------------ $ 16,224 $ 13,872 ============ ============ LOSSES AND LOSS ADJUSTMENT EXPENSES Standard property and casualty ............. $ 6,456 $ 7,499 Political subdivisions ..................... 857 2,419 Surety bonds ............................... 489 400 Other (1) .................................. 98 314 ------------ ------------ $ 7,900 $ 10,632 ============ ============ -------------------------------------------------------- (1) This program is comprised primarily of the run-off of other discontinued programs and NAICO's participation in various mandatory workers compensation pools.
PAGE 6 NOTE 3. COMMITMENTS AND CONTINGENCIES During March 2001, Chandler USA entered into a $3.8 million sale and leaseback transaction for certain owned equipment for a three year term. During March 2004, the lease was extended for an additional three years with monthly rental installments equal to the sum of (i) $17,512 plus (ii) interest on the unpaid lease balance at a floating interest rate of 1% over JP Morgan Chase Bank prime, which was 5.75% at March 31, 2005. Chandler USA has the option to repurchase the equipment at the end of the lease for approximately $2.4 million (the "Balloon Payment"), or may elect to have the lessor sell the equipment. If the election to sell the equipment is made, Chandler USA would retain any proceeds exceeding the Balloon Payment. If the proceeds were less than the Balloon Payment, Chandler USA would be required to pay the difference between the proceeds and the Balloon Payment, not to exceed approximately $1.9 million. Chandler USA has guaranteed the obligations of Chandler Capital Trust I and Chandler Capital Trust II (the "Capital Trusts"). The Capital Trusts are wholly owned non-consolidated subsidiaries of Chandler USA that have a total of $20.0 million of trust preferred securities outstanding. Chandler USA guarantees payment of distributions and the redemption price of the trust preferred securities until the securities are redeemed in full. NOTE 4. NEW ACCOUNTING STANDARD In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 153, EXCHANGES OF NONMONETARY ASSETS - AN AMENDMENT OF APB OPINION NO. 29. SFAS No. 153 amends APB Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS No. 153 is to be applied prospectively for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of SFAS No. 153 is not expected to have a material impact on Chandler USA's financial position or results of operations. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS Some of the statements made in this Form 10-Q report, as well as statements made by Chandler (U.S.A.), Inc. ("Chandler USA") in periodic press releases and oral statements made by Chandler USA's officials constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Chandler USA to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among other things, (i) general economic and business conditions; (ii) interest rate changes; (iii) competition and regulatory environment in which Chandler USA and its subsidiaries operate, including the ability to implement price increases; (iv) claims frequency; (v) claims severity; (vi) catastrophic events of unanticipated frequency or severity; (vii) the number of new and renewal policy applications submitted to National American Insurance Company ("NAICO") by its agents; (viii) the ability of NAICO to obtain adequate reinsurance in amounts and at rates that will not adversely affect its competitive position; (ix) the ability of NAICO to collect reinsurance recoverables; (x) the ability of NAICO to maintain favorable insurance company ratings; and (xi) various other factors. PAGE 7 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 month periods ended March 31, 2005 and 2004:
GROSS PREMIUMS EARNED NET PREMIUMS EARNED --------------------------- --------------------------- THREE MONTHS ENDED MARCH 31, 2005 2004 2005 2004 ---------------------------------- ------------ ------------ ------------ ------------ (In thousands) Standard property and casualty ... $ 23,678 $ 22,676 $ 14,015 $ 11,597 Political subdivisions ........... 5,018 5,760 1,777 1,686 Surety bonds ..................... 445 686 312 504 Other ............................ 120 85 120 85 ------------ ------------ ------------ ------------ TOTAL ............................ $ 29,261 $ 29,207 $ 16,224 $ 13,872 ============ ============ ============ ============
Gross premiums earned increased $54,000 or less than 1% in the first quarter of 2005 compared to the first quarter of 2004. Gross premiums earned in Texas increased $548,000, but this was offset by a decrease in gross premiums earned in Oklahoma of $687,000. Net premiums earned increased $2.4 million or 17% in the first quarter of 2005 compared to the first quarter of 2004. The increase in 2005 is due primarily to changes in NAICO's excess of loss reinsurance program covering its casualty and workers compensation risks. These changes increased NAICO's net retention for these lines of business and also increased net premiums earned. Gross premiums earned in the standard property and casualty program increased $1.0 million or 4% in the first quarter of 2005 compared to the first quarter of 2004. Gross premiums earned in Texas increased $768,000 while gross premiums earned in Oklahoma decreased $7,000. Net premiums earned increased $2.4 million or 21% in the first quarter of 2005 versus the first quarter of 2004. The increase in 2005 is due primarily to the increase in gross earned premiums and to the reinsurance changes described above. Gross premiums earned in the political subdivisions program decreased $742,000 or 13% in the first quarter of 2005 compared to the first quarter of 2004 due primarily to increased competition related to Oklahoma school districts. Net premiums earned in the political subdivisions program increased $91,000 or 5% in the first quarter of 2005 versus the first quarter of 2004 due to the reinsurance changes described above. Gross premiums earned in the surety bond program decreased $241,000 or 35% in the first quarter of 2005 compared to the first quarter of 2004. Net premiums earned in the surety bond program decreased $192,000 or 38% in the first quarter of 2005 versus the first quarter of 2004. NET INVESTMENT INCOME AND NET REALIZED INVESTMENT GAINS At March 31, 2005, Chandler USA's investment portfolio consisted primarily of fixed income U.S. Treasury and government agency bonds, high-quality corporate bonds and mutual funds that invest in equity securities, with approximately 5% invested in cash and money market instruments. Income generated from this portfolio is largely dependent upon prevailing levels of interest rates. Chandler USA's portfolio contains no non-investment grade bonds or real estate investments. Chandler USA also receives interest income from related parties on intercompany loans. Net investment income, excluding interest income from related parties, decreased $466,000 or 41% in the first quarter of 2005 versus the first quarter of 2004 due primarily to a 2004 arbitration award in favor of NAICO that included approximately $577,000 in interest in the first quarter of 2004. Excluding the arbitration award, net investment income increased $111,000 or 20% in the first quarter of 2005. Cash and invested assets were $82.2 million at March 31, 2005 compared to $78.3 million at March 31, 2004. Net interest income from related parties was $152,000 in the first quarter of 2005 compared to $103,000 in the first quarter of 2004. There were no net realized investment gains for the first quarter of 2005 compared to $463,000 during the first quarter of 2004. PAGE 8 OTHER INCOME Chandler USA's other income included $368,000 during the first quarter of 2004 for the amortization of a deferred gain related to a sale and leaseback transaction. LOSSES AND LOSS ADJUSTMENT EXPENSES Chandler USA estimates losses and loss adjustment expenses based on historical experience and payment and reporting patterns for the type of risk involved. These estimates are based on data available at the time of the estimate and are periodically reviewed by independent professional actuaries. Although such estimates are management's best estimates of the expected values, the ultimate liability for unpaid claims may vary from these values. The percentage of losses and loss adjustment expenses to net premiums earned ("loss ratio") was 48.7% for the first quarter of 2005 versus 76.6% in the first quarter of 2004. The decrease in the 2005 loss ratio was due to a decrease in losses incurred related to prior accident years. During the first quarter of 2004, NAICO experienced adverse loss development totaling $3.9 million which increased the 2004 loss ratio by 27.9 percentage points. During 2005, adverse loss development of $931,000 increased the 2005 loss ratio by 5.7 percentage points. Weather-related losses from wind and hail totaled $62,000 in the first quarter of 2005 and increased the loss ratio by 0.4 percentage points. Weather-related losses totaled $142,000 in the first quarter of 2004, and increased the 2004 loss ratio by 1.0 percentage points. POLICY ACQUISITION COSTS Policy acquisition costs consist of costs associated with the acquisition of new and renewal business and generally include direct costs such as premium taxes, commissions to agents and ceding companies and premium-related assessments and indirect costs such as salaries and expenses of personnel who perform and support underwriting activities. NAICO also receives ceding commissions from the reinsurers who assume premiums from NAICO under certain reinsurance contracts and the ceding commissions are accounted for as a reduction of policy acquisition costs. Direct policy acquisition costs and ceding commissions are deferred and amortized over the terms of the policies. When the sum of the anticipated losses, loss adjustment expenses and unamortized policy acquisition costs exceeds the related unearned premiums, including anticipated investment income, a provision for the indicated deficiency is recorded. The following table sets forth Chandler USA's policy acquisition costs for each of the three month periods ended March 31, 2005 and 2004:
THREE MONTHS ENDED MARCH 31, ---------------------------- 2005 2004 ------------ ------------ (In thousands) Commissions expense ....................... $ 3,884 $ 4,300 Other premium related assessments ......... 221 296 Premium taxes ............................. 741 734 Excise taxes .............................. 79 68 Other expense ............................. 169 64 ------------ ------------ Total direct expenses ..................... 5,094 5,462 Indirect underwriting expenses ............ 1,721 1,878 Commissions received from reinsurers ...... (4,080) (4,682) Adjustment for deferred acquisition costs.. (383) (150) ------------ ------------ Net policy acquisition costs .............. $ 2,352 $ 2,508 ============ ============
Total gross direct and indirect expenses as a percentage of direct written and assumed premiums were 21.5% for the first quarter of 2005 versus 23.2% for the first quarter of 2004. Commissions expense as a percentage of gross written and assumed premiums was 12.3% for the first quarter of 2005 versus 13.6% for the 2004 quarter. PAGE 9 Indirect underwriting expenses were 5.4% and 5.9% of total direct written and assumed premiums in the three month periods ended March 31, 2005 and 2004, respectively. Indirect expenses include general overhead and administrative costs associated with the acquisition of new and renewal business, some of which is relatively fixed in nature, thus, the percentage of such expenses to direct written and assumed premiums will vary depending on Chandler USA's overall premium volume. GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses were 9.8% and 11.3% of gross premiums earned in the first quarter of 2005 and 2004, respectively. 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 adjustment expenses based on various factors including employee counts, salaries, occupancy and specific identification. Because certain types of expenses are fixed in nature, the percentage of such expenses to revenues will vary depending on Chandler USA's overall premium volume. INTEREST EXPENSE Interest expense was $616,000 in the first quarter of 2005 compared to $595,000 in the year-ago quarter. Substantially all of Chandler USA's interest expense is related to its outstanding senior debentures and junior subordinated debentures. LIQUIDITY AND CAPITAL RESOURCES In the first quarter of 2005, Chandler USA used $3.6 million in cash from operations due primarily to the payment of losses from prior accident years. Unpaid losses and loss adjustment expenses decreased $11.7 million during the first quarter of 2005. This was partially offset by a decrease in reinsurance recoverable on unpaid losses of $8.3 million. In the first quarter of 2004, Chandler USA provided $8.8 million in cash from operations. At March 31, 2005, Chandler USA's parent company, Chandler Insurance Company, Ltd., owed approximately $10.3 million to Chandler USA versus $10.9 million at December 31, 2004 under an Intercompany Credit Agreement (the "Credit Agreement") covering intercompany loans between the parties. The Credit Agreement requires interest to be paid at the prime interest rate published in The Wall Street Journal each month, and balances owed by either party are payable at any time upon demand. During March 2001, Chandler USA entered into a $3.8 million sale and leaseback transaction for certain owned equipment for a three year term. During March 2004, the lease was extended for an additional three years with monthly rental installments equal to the sum of (i) $17,512 plus (ii) interest on the unpaid lease balance at a floating interest rate of 1% over JP Morgan Chase Bank prime, which was 5.75% at March 31, 2005. Chandler USA has the option to repurchase the equipment at the end of the lease for approximately $2.4 million (the "Balloon Payment"), or may elect to have the lessor sell the equipment. If the election to sell the equipment is made, Chandler USA would retain any proceeds exceeding the Balloon Payment. If the proceeds were less than the Balloon Payment, Chandler USA would be required to pay the difference between the proceeds and the Balloon Payment, not to exceed approximately $1.9 million. ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES As of the end of the period covered by this report and pursuant to Rule 13a-15 of the Securities Exchange Act of 1934 (the "Exchange Act"), Chandler USA's management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness and design of Chandler USA's disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, Chandler USA's Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this report, that Chandler USA's disclosure controls and procedures were effective in recording, processing, summarizing and reporting information required to be disclosed by Chandler USA, within the time periods specified in the Securities and Exchange Commission's rules and forms. PAGE 10 CHANGES IN INTERNAL CONTROLS In addition and as of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter to which this report relates that have materially affected or are reasonably likely to materially affect, the internal control over financial reporting. PART II. OTHER INFORMATION ----------------- Item 1. LEGAL PROCEEDINGS ----------------- Chandler USA and its subsidiaries are not parties to any material litigation other than as is routinely encountered in their respective business activities. While the outcome of these matters cannot be predicted with certainty, Chandler USA does not expect these matters to have a material adverse effect on its financial condition, results of operations or cash flows. Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS ----------------------------------------------------------- None. Item 3. DEFAULTS UPON SENIOR SECURITIES ------------------------------- None. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS --------------------------------------------------- None. Item 5. OTHER INFORMATION ----------------- None. Item 6. EXHIBITS -------- 31.1 Rule 13a-14(a)/15d-14(a) Certifications. 32.1 Section 1350 Certifications. PAGE 11 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: May 10, 2005 CHANDLER (U.S.A.), INC. By: /s/ W. Brent LaGere ---------------------------------- W. Brent LaGere Chairman of the Board and Chief Executive Officer (Principal Executive Officer) By: /s/ Mark C. Hart ---------------------------------- Mark C. Hart Vice President - Finance, Chief Financial Officer and Treasurer (Principal Accounting Officer)