SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 2002 Commission File Number 0-6964
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21ST CENTURY INSURANCE GROUP
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(Exact name of registrant as specified in its charter)
CALIFORNIA 95-1935264
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification number)
6301 OWENSMOUTH AVENUE
WOODLAND HILLS, CALIFORNIA 91367
(Address of principal executive offices) (Zip Code)
(818) 704-3700
(Registrant's telephone number, including area code) Web site: www.i21.com
None
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Former name, former address and former fiscal year, if changed since last
report.
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, Without Par Value Outstanding at April 22, 2002
(Title of Class) 85,382,753 shares
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
21ST CENTURY INSURANCE GROUP
CONSOLIDATED BALANCE SHEETS
MARCH 31, December 31,
2002 2001
AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA UNAUDITED
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ASSETS
Fixed maturity investments available-for-sale, at fair value
(amortized cost: $867,436 and $857,209) $ 859,963 $ 855,724
Cash and cash equivalents 23,749 28,909
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Total investments and cash 883,712 884,633
Accrued investment income 12,355 11,733
Premiums receivable 78,561 75,559
Reinsurance receivables and recoverables 42,051 40,138
Prepaid reinsurance premiums 19,034 15,444
Deferred income taxes 94,298 96,216
Deferred policy acquisition costs 28,003 24,662
Software, property and equipment, at cost less accumulated
depreciation of $71,286 and $66,462 178,439 178,672
Other assets 25,434 24,959
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Total assets $1,361,887 $ 1,352,016
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LIABILITIES AND STOCKHOLDERS' EQUITY
Unpaid losses and loss adjustment expenses $ 352,627 $ 349,290
Unearned premiums 236,875 236,473
Claims checks payable 39,353 36,105
Reinsurance payable 10,299 12,993
Other liabilities 65,893 57,849
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Total liabilities 705,047 692,710
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Stockholders' equity:
Common stock, without par value; authorized 110,000,000
shares, outstanding 85,368,891 in 2002 and 85,361,848 in 2001 417,233 416,991
Retained earnings 250,330 248,635
Accumulated other comprehensive loss (10,723) (6,320)
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Total stockholders' equity 656,840 659,306
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Total liabilities and stockholders' equity $1,361,887 $ 1,352,016
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See accompanying notes to consolidated financial statements.
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21ST CENTURY INSURANCE GROUP
CONSOLIDATED STATEMENTS OF INCOME
Unaudited
AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA
Three Months Ended March 31, 2002 2001
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REVENUES
Net premiums earned:
Personal auto lines $215,111 $207,890
Homeowner and earthquake lines in runoff - 6,721
Net investment income 11,265 11,726
Realized investment gains 1,663 1,116
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Total revenues 228,039 227,453
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LOSSES AND EXPENSES
Net losses and loss adjustment expenses:
Personal auto lines 181,777 183,438
Homeowner and earthquake lines in runoff 6,858 11,198
Policy acquisition costs 26,558 24,126
Other operating expenses 3,901 5,488
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Total losses and expenses 219,094 224,250
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Income before federal income taxes 8,945 3,203
Federal income tax (expense) benefit (622) 1,719
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Net income $ 8,323 $ 4,922
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EARNINGS PER COMMON SHARE
Basic $ 0.10 $ 0.06
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Diluted $ 0.10 $ 0.06
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See accompanying notes to consolidated financial statements.
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21ST CENTURY INSURANCE GROUP
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Unaudited
Accumulated
Other
Common Retained Comprehensive
AMOUNTS IN THOUSANDS Stock Earnings Loss Total
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Balance - January 1, 2002 $416,991 $ 248,635 $ (6,320) $659,306
Comprehensive income (loss) 8,323(1) (4,403)(2) 3,920
Cash dividends paid on common stock (6,829) (6,829)
Other 242 201 443
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Balance - March 31, 2002 $417,233 $ 250,330 $ (10,723) $656,840
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(1) Net income.
(2) Net change in accumulated other comprehensive income for the three months ended March 31,
2002, comprises net changes in minimum pension liability in excess of unamortized prior service
costs of $202, unrealized losses on available-for-sale investments of $3,110 (net of income tax
benefit of $1,675) and the reclassification adjustment for gains included in net income of $1,091
(net of income tax expense of $587).
See accompanying notes to consolidated financial statements
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21ST CENTURY INSURANCE GROUP
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
AMOUNTS IN THOUSANDS
Three Months Ended March 31, 2002 2001
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OPERATING ACTIVITIES
Net income $ 8,323 $ 4,922
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for depreciation and amortization 5,022 4,789
Amortization of restricted stock grants 119 1,417
Benefit for deferred income taxes 4,289 (1,150)
Realized losses (gains) on sale of investments (1,678) 136
Federal income tax benefit (8,251) (3,114)
Reinsurance balances (8,197) 2,046
Unpaid losses and loss adjustment expenses 3,337 (2,474)
Unearned premiums 402 4,337
Claims checks payable 3,248 1,510
Other assets 827 (6,270)
Other liabilities 7,932 12,869
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Net cash provided by operating activities 15,373 19,018
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INVESTING ACTIVITIES
Fixed maturities available-for-sale
Purchases (165,763) (114,035)
Calls or maturities 3,213 1,190
Sales 153,329 125,610
Net purchases of property and equipment (4,606) (17,828)
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Net cash used in investing activities (13,827) (5,063)
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FINANCING ACTIVITIES
Dividends declared and paid (6,829) (6,827)
Proceeds from the exercise of stock options 123 250
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Net cash used in financing activities (6,706) (6,577)
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Net (decrease) increase in cash (5,160) 7,378
Cash and cash equivalents, beginning of period 28,909 7,240
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Cash and cash equivalents, end of period $ 23,749 $ 14,618
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See accompanying notes to consolidated financial statements.
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21ST CENTURY INSURANCE GROUP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2002
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
------------------------------
The accompanying unaudited consolidated financial statements of 21st Century
Insurance Group and subsidiaries (the Company) have been prepared in accordance
with accounting principles generally accepted in the United States of America
("GAAP") for interim financial information and the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by GAAP for complete financial statements. In
the opinion of management, all adjustments (consisting of normal, recurring
accruals) considered necessary for a fair presentation have been included. All
material intercompany accounts and transactions have been eliminated. Operating
results for the three-month period ended March 31, 2002, are not necessarily
indicative of the results that may be expected for the year ending December 31,
2002. For further information, refer to the consolidated financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2001.
Certain amounts in the 2001 financial statements have been reclassified to
conform to the 2002 presentation.
Effective January 1, 2002, the Company acquired American International Group,
Inc.'s ("AIG") 51% interest in 21st Century Insurance Company of Arizona ("21st
of Arizona") for $4.4 million, which approximated its GAAP book value. The
Company previously held a 49% interest in 21st of Arizona, which writes personal
auto exclusively in Arizona. Beginning in 2002, 21st of Arizona is reported on a
consolidated basis. Prior to January 1, 2002, the Company's interest in and
advances to 21st of Arizona were included in other assets in the consolidated
balance sheet, and the Company's 49% equity in 21st of Arizona's net loss, which
was immaterial in the first quarter of 2001, was included in net investment
income in the Company's consolidated statement of income.
NOTE 2. NORTHRIDGE EARTHQUAKE
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California SB 1899, effective from January 1, 2001, to December 31, 2001,
allowed the re-opening of previously closed earthquake claims arising out of the
1994 Northridge Earthquake. The Company believes this law to be unconstitutional
because it impairs contract rights by extending the normal contractual
limitations period by more than six years. The Company has pursued its legal
rights without success in the California courts and has submitted a writ to the
United States Supreme Court. Despite the Company's challenge to the
constitutionality of the law, claim reports have been accepted and losses
adjusted and paid under a reservation of rights since the law took effect. The
time period to make claims under SB 1899 ended on December 31, 2001. During the
fourth quarter of 2001, the Company made an estimate of the loss payment and
inspection cost portion of the potential liability created by this law. The
Company continues to expense as incurred the legal defense costs associated with
SB 1899 as it believes it is impracticable to make a reasonable estimate of the
ultimate amount of such costs.
The Company cautions that the recorded estimates for this event are subject to a
greater than normal degree of uncertainty for a variety of reasons. For example,
some of the claimants allege facts about earthquake damages that ostensibly
occurred on January 17, 1994, but many of the claimants are represented by legal
counsel who are acting to prevent access of Company personnel to inspect the
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allegedly damaged property. Thus, in many cases, the best information currently
available to the Company is several years old. As new information becomes
available in the near term, the Company's estimate of its ultimate exposure may
change by an amount that could be material. In addition, actual expenses for
legal defense costs are susceptible to a wide range of outcomes depending on a
variety of factors including plaintiff strategies, future judicial decisions,
the percentage of cases which settle, and the period of time cases remain
outstanding before settlement.
Incurred loss and loss adjustment expenses related to SB 1899 totaled $1.3
million and $4.6 million in the first quarters of 2002 and 2001, respectively.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
Investment grade bonds comprised 100% of the fair value of the fixed-maturity
portfolio at March 31, 2002. Of the Company's total investments at March 31,
2002, and December 31, 2001, approximately 78% were invested in tax-exempt,
fixed-income securities. As of March 31, 2002, the after-tax unrealized loss on
investments was $4.8 million compared to an after-tax unrealized loss of $1.0
million as of December 31, 2001.
Premiums receivable were $78.6 million at March 31, 2002, compared to $75.6
million at December 31, 2001, with the increase mainly being attributable to
growth in the Company's customer base. Higher customer volume also contributed
to increases in reinsurance recoverables, prepaid reinsurance premiums and
deferred policy acquisitions costs.
Unpaid losses and loss adjustment expenses increased $3.3 million in the first
quarter of 2002 due to the effect of consolidating 21st of Arizona partially
offset by payments relating to previously recorded losses for California Senate
Bill 1899 ("SB 1899") (see discussion below under "Underwriting Results -
Homeowner and Earthquake Lines in Runoff"). Other liabilities increased by $8.0
million mainly because of increases in premium taxes and operating accounts
payable.
Stockholders' equity and book value per share decreased to $656.8 million and
$7.69 at March 31, 2002, compared to $659.3 million and $7.72 at December 31,
2001. The decrease was due to changes in accumulated other comprehensive income,
primarily unrealized investment losses of $3.8 million, and dividends to
shareholders of $6.8 million offset by net income of $8.3 million.
LIQUIDITY AND CAPITAL RESOURCES
The parent company's main sources of liquidity historically have been dividends
received from its insurance subsidiaries and proceeds from issuance of debt or
equity securities. The parent company currently has no debt outstanding. The
parent's only equity security currently outstanding is its common stock, which
has no mandatory dividend obligations. During 2002, the insurance subsidiaries
have the capacity to pay dividends to the parent aggregating approximately $20
million under current insurance regulations.
Recent court rulings may subject certain dividends from the insurance
subsidiaries to California State income tax. The Company believes the sources of
funds referred to above will be adequate to meet its cash needs for dividends to
shareholders or other purposes without receiving additional dividends from its
insurance subsidiaries until this tax issue is resolved. If necessary, the
Company believes it can access the capital markets should the need arise for
additional capital to support its growth objectives, although it has no present
intentions of doing so.
The Company believes it has taken the proper actions to restore underwriting
profitability in its core auto insurance operations and thereby enhance its
liquidity. However, there can be no assurance that insurance regulators will
grant future rate increases that may be necessary to offset increases in claims
cost trends. Also, the resolution of Northridge Earthquake claims pursuant to
California SB1899 possibly may require more outlays than the recorded estimates.
As a result of such uncertainties, underwriting losses could recur in the
future. Further, the Company could be required to liquidate investments to pay
claims, possibly during unfavorable market conditions, which could lead to the
realization of losses on sales of investments. Each of the foregoing
uncertainties would create some degree of downward pressure on the insurance
subsidiaries' statutory surplus, which in turn could negatively impact the
Company's liquidity.
8
As of March 31, 2002, the Company's insurance subsidiaries had a combined
statutory surplus of $374.9 million as compared to $393.1 million at December
31, 2001. The decrease was primarily due to transferring pension and payroll
related obligations from the Parent to the insurance subsidiaries totaling $25.1
million, a $7.9 million decrease in deferred tax assets recognizable under
statutory accounting practices, statutory net income of $11.8 million and the
consolidation of $4.2 million of surplus from 21st of Arizona. The Company's
ratio of net premiums written to surplus was 2.3 for the twelve month period
ended March 31, 2002, compared to 2.2 for the year ended December 31, 2001. Cash
and investments at the holding company were $30.2 million at March 31, 2002, as
compared to $52.8 million at December 31, 2001.
RESULTS OF OPERATIONS
The Company reported net income for the quarter ended March 31, 2002, of $8.3
million, or $0.10 diluted earnings per share, on direct premiums written of
$233.0 million, compared to net income of $4.9 million, or $0.06 diluted
earnings per share, on direct premiums written of $236.9 million for the quarter
ended March 31, 2001.
Operating income (i.e., net income before realized investment gains or losses
and excluding results of the homeowner and earthquake lines of business, which
are in runoff) for the three months ended March 31, 2002, was $11.8 million, or
$0.14 diluted earnings per share. This compares to 2001 first quarter operating
income of $7.9 million, or $0.09 diluted earnings per share.
The components of operating income follow (amounts in thousands):
First Quarter Ended March 31, 2002 2001
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Pretax underwriting gain (loss) on personal auto lines $ 2,966 $(3,823)
Investment income 11,265 11,726
Federal income tax (expense) benefit on above (2,409) 36
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Operating income $11,822 $ 7,939
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Underwriting Results - Personal Auto. Automobile insurance is the primary line
of business written by the Company. The Company currently is licensed to write
automobile insurance in 22 states compared to 21 states at the end of 2001.
Vehicles insured outside of California accounted for less than 4% of the total
in the first quarters of 2002 and 2001. The Company expects to explore expansion
into new states in 2002.
Direct premiums written in the first quarter of 2002 increased $1.9 million
(0.8%) to $230.4 million from $228.5 million in the same period of 2001,
primarily as a result of the inclusion of 21st of Arizona premiums effective
January 1, 2002. Net premiums earned increased $7.2 million (3.5%) to $215.1
million from $207.9 million for the three months ended March 31, 2002, mainly
due to the scheduled decrease in the cession rate under a quota share
reinsurance treaty from 6% in 2001 to 4% in 2002 and the consolidation of 21st
of Arizona.
Compared to the same period in 2001, net incurred losses and loss adjustment
expenses decreased $1.7 million (0.9%) to $181.8 million during the quarter
ended March 31, 2002, from $183.4 million in the same period of 2001. The
decrease is mainly due to the decline in the number of insured automobiles in
California.
The ratio of net underwriting expenses to net premiums earned was 14.1% for the
three months ended March 31, 2002, and 13.6% for the same period last year. The
increase was primarily due to growth in advertising expenditures.
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The combined ratios were 98.6% and 101.8% in the quarters ended March 31, 2002
and 2001, respectively.
Rate Increases. On April 10, 2002, the Company received approval from the
California DOI to implement, effective May 6, 2002, a 5.7% rate increase on its
California personal auto lines.
Investments Results. Compared to the same period in 2001, net pre-tax investment
income decreased 4.6% for the quarter ended March 31, 2002, primarily because of
a decrease of 2.9% in average invested assets. The decline in invested assets
was due to funds being used for dividends to stockholders, the acquisition of
21st of Arizona and the purchase of software, property and equipment. The
average annual pre-tax yield on invested assets for the three month period ended
March 31, 2002, was 5.1%, compared to 5.2% for the same period in 2001. On an
after-tax basis, the yields were 4.4% for the quarter ended March 31, 2002,
compared to 4.6% for the same period in 2001.
Homeowner and Earthquake Lines in Runoff. The Company has not written any
earthquake coverage since 1994 and ceased writing new homeowner policies in
September 2001. In the first quarter of 2002, the Company executed various
transactions to exit from its homeowner line resulting in a one time after-tax
charge of $3.7 million, and incurred legal defense costs in connection with
California SB 1899, resulting in an after-tax charge of $0.9 million.
Under a January 1, 2002, agreement with Balboa Insurance Company ("Balboa"), a
subsidiary of Countrywide Credit Industries, Inc. ("Countrywide"), 100% of
homeowner unearned premium reserves and future related losses are reinsured by
Balboa. Obligations relating to the 1994 Northridge Earthquake are not covered
by the agreements with Balboa. The Company began non-renewing homeowner policies
expiring on February 21, 2002, and thereafter. Substantially all of these
customers are expected to be offered homeowner coverage through an affiliate of
Countrywide.
FORWARD-LOOKING STATEMENTS
The Company's management has made in this report, and from time to time may make
in its public filings, press releases, and oral presentations and discussions,
forward-looking statements concerning the Company's operations, economic
performance and financial condition. Forward-looking statements include, among
other things, discussions concerning the Company's potential, expectations,
beliefs, estimates, forecasts, projections and assumptions. Forward-looking
statements are subject to risks and uncertainties. Actual results could differ
materially from those anticipated by forward-looking statements due to a number
of important factors including, but not limited to, those discussed elsewhere in
this report and in the Company's other public communications, as well as the
following: (a) the intensity of competition from other companies in the
insurance industry; (b) the Company's experience with respect to persistency,
underwriting and claims experience including revived claims under SB 1899; (c)
the Company's ability to distribute and administer competitive services in a
timely, cost-effective manner; (d) the Company's visibility in the marketplace
and its financial and claims-paying ratings; (e) regulatory approval for rate
increases and product changes; (f) the effect of changes in laws and regulations
affecting the Company's business, including changes in tax laws affecting
insurance products; (g) market risks related to interest rates; (h) the
Company's ability to develop and deploy information technology and management
information systems to support strategic goals while continuing to control costs
and expenses; (i) the costs of defending litigation or regulating proceedings
and the risk of unanticipated material adverse outcomes in such litigation or
proceedings; (j) changes in accounting and reporting practices; and (k) the
Company's access to adequate financing to support its future business. The
Company does not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Market risk is the risk of loss from adverse changes in market prices and
interest rates. In addition to market risk, the Company is exposed to other
risks, including the credit risk related to its financial instruments and the
underlying insurance risk related to its core business. As of March 31, 2002,
there have been no material changes in the Company's investment strategies,
types of financial instruments held or the risks associated with such
instruments which would materially alter the market risk disclosures made in the
Company's Annual Statement on Form 10-K for the year ended December 31, 2001.
The first column in the following table shows the financial statement carrying
value of the Company's financial instruments. The Company's investment portfolio
is carried at fair value. The second column shows the effect on the current
carrying value and estimated fair value assuming a 100 basis point increase in
market interest rates. The following sensitivity analysis summarizes only the
exposure to market interest rate risk as of March 31, 2002.
Estimated Fair Value
at Adjusted Market
Carrying Rates/Prices
(Amounts in millions) Value Indicated Below *
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Fixed maturity investments available-for-sale $ 860.0 $ 796.7
* Adjusted interest rates assume a 100 basis point increase in market rates
at March 31, 2002.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the normal course of business, the Company is named as a defendant in
lawsuits related to claim and insurance policy issues. Some of the actions
request extra-contractual and/or punitive damages. The actions are vigorously
defended unless a reasonable settlement appears appropriate.
Except as disclosed in the Notes to Financial Statements, the Company does not
believe the outcome of any pending legal proceedings will have a material
adverse effect on its financial position, results of operations or cash flows.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(b) Reports on Form 8-K
Items reported - Item 5, Other Events; Financial statements filed - None; Date
of report - January 25, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
21ST CENTURY INSURANCE GROUP
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(Registrant)
Date: April 25,2002 /s/ Bruce W. Marlow
-------------------------------- --------------------------------------
BRUCE W. MARLOW
President and Chief Executive Officer
Date: April 25, 2002 /s/ Douglas K. Howell
-------------------------------- --------------------------------------
DOUGLAS K. HOWELL
Senior Vice President and
Chief Financial Officer
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