-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U5NgU9cM3Tpu6LMq/fCQS9IIE891ISwuwoi1uxF86azbkaVaqG2nQnXKxAlyA5tG 8wkVXqSltV9Ber1ID9cQyA== 0000783603-00-000007.txt : 20000517 0000783603-00-000007.hdr.sgml : 20000517 ACCESSION NUMBER: 0000783603-00-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SAFETY INSURANCE GROUP LTD CENTRAL INDEX KEY: 0000783603 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-14795 FILM NUMBER: 636845 BUSINESS ADDRESS: STREET 1: 44 CHURCH STREET STREET 2: PO BOX HM 2064 CITY: HAMILTON HM HX BERMU STATE: D0 BUSINESS PHONE: 4412955688 MAIL ADDRESS: STREET 1: 44 CHRUCH STREET CITY: HAMILTON STATE: D0 10-Q 1 AMERICAN SAFETY INSURANCE GROUP, LTD. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 ---------------------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 Commission File Number 1-14795 AMERICAN SAFETY INSURANCE GROUP, LTD. (Exact name of Registrant as specified in its charter) Bermuda Not Applicable (State or other (I.R.S. Employer jurisdiction Identification of incorporation) No.) 44 Church Street P.O. Box HM2064 Hamilton HM HX, Bermuda (Address, zip code of principal executive offices) (441) 296-8560 (Registrant's telephone number, including area code) -------------- Indicate by check mark whether 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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No___ The aggregate number of shares outstanding of Registrant's common stock, $.01 par value, on May 4, 2000 was 5,377,750. AMERICAN SAFETY INSURANCE GROUP, LTD. FORM 10-Q TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements.............................................1 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..........14 Item 3. Quantitative and Qualitative Disclosures About Market Risks.....22 PART II - OTHER INFORMATION Item 1. Legal Proceedings...............................................23 Item 2. Changes in Securities and Use of Proceeds.......................23 Item 3. Defaults Upon Senior Securities.................................23 Item 4. Submission of Matters to a Vote of Security Holders.............24 Item 5. Other Information...............................................24 Item 6. Exhibits and Reports on Form 8-K................................24 PART I - FINANCIAL INFORMATION Item 1. Financial Statements American Safety Insurance Group, Ltd. and Subsidiaries Consolidated Balance Sheets
Assets December 31, March 31, ------ 1999 2000 ------ ----- (unaudited) Investments: Securities available for sale, at fair value: Fixed maturities $40,694,556 $41,698,000 Common stock 163,968 448,126 Investment in real estate 12,039,842 13,108,823 Short-term investments 6,679,791 4,501,047 ----------- ----------- Total investments 59,648,157 59,755,996 Cash 427,154 10,959,574 Accrued investment and interest income 2,783,663 3,042,702 Notes receivable: Related parties 1,700,000 170,000 Other 11,255,264 12,077,056 Premiums receivable 12,239,544 13,209,317 Commissions receivable 5,948 11,650 Funds on deposit 353,407 364,730 Ceded unearned premium 4,591,075 6,017,401 Reinsurance recoverable 6,065,502 7,041,049 Due from affiliate 2,088,748 2,163,525 Income tax recoverable - 113,850 Deferred income taxes 733,227 2,151,027 Deferred Acquisition Costs 274,701 631,444 Property, plant and equipment 1,234,294 1,298,493 Prepaid Items 604,537 573,731 Goodwill 234,467 1,619,290 113,846 1,612,522 Other assets ------------ ------------- Total assets $104,353,534 $122,813,357 =========== =========== Liabilities and Shareholders' Equity Liabilities: Unpaid losses and loss adjustment expenses $ 20,413,236 $ 21,536,250 Unearned premiums 9,496,342 12,862,201 Reinsurance on paid loss and loss adjustment expenses 1,419,536 853,088 Reinsurance deposits on retroactive contract 48,375 7,361 Ceded premiums payable 6,739,068 8,885,511 Due to affiliate: Ceded premiums payable 1,636,207 1,922,658 Reinsurance on paid loss and loss adjustment expenses 79,198 135,692 Accounts payable and accrued expenses 1,893,470 3,455,448 Funds held 357,509 453,243 Loan payable - 11,648,855 Collateral held 1,208,976 925,939 Income tax payable 22,857 - ---------- ------------ Total liabilities 43,314,774 62,686,246 ---------- ------------ -1- Shareholders' equity: Preferred stock, $0.01 par value; authorized 5,000,000 shares; no shares issued and outstanding - - Common stock, $0.01 par value; authorized 15,000,000 shares;issued and outstanding at December 31, 1999, 6,077,750shares, and at March 31, 2000, 6,277,750 shares 60,777 62,777 Additional paid-in capital 33,810,387 35,133,387 Retained earnings 30,625,739 28,676,986 Accumulated other comprehensive income, net (1,288,804) (911,581) Treasury Stock, 300,000 shares at December 31, 1999 and 401,225 shares at March 31, 2000 (2,169,339) (2,834,458) ----------- ------------ Total shareholders' equity 61,038,760 60,127,111 ----------- ------------ Total liabilities and shareholders' equity $104,353,534 $122,813,357 ============ ============
See accompanying notes to consolidated financial statements (unaudited). American Safety Insurance Group, Ltd. and Subsidiaries Consolidated Statements of Earnings (Unaudited)
Three Months Ended March 31, ---------------------------------------------------- 1999 2000 Revenues: Direct premiums earned $1,410,051 $4,155,833 Assumed premiums earned: Affiliate 810,716 995,736 Nonaffiliates 1,579,001 2,655,046 ---------- --------- Total assumed premiums earned 2,389,717 3,650,782 ---------- --------- Ceded premiums earned: Affiliate 1,090,695 846,088 Nonaffiliates 254,289 1,657,949 ---------- --------- Total ceded premiums earned 1,344,984 2,504,037 ---------- --------- Net premiums earned 2,454,784 5,302,578 --------- --------- Net investment income 699,335 729,102 Interest on notes receivable 926,102 434,594 Brokerage commission income 430,867 230,510 Management fees from affiliate 341,134 367,000 Net realized gains (losses) (1,118) (126,047) Other income 78,521 656,162 --------- --------- Total revenues 4,929,625 7,593,899 --------- --------- Expenses: Losses and loss adjustment expenses incurred 1,319,355 2,797,099 Acquisition expenses 323,444 1,535,430 Payroll and related expenses 1,003,636 1,628,224 Other expenses 609,742 1,110,310 Expense due to rescission - 3,541,848 ---------- ----------- Total expenses 3,256,177 10,612,911 ---------- ----------- Earnings before income taxes 1,673,448 (3,019,012) Income taxes (45,730) (1,070,259) --------- ----------- Net earnings $1,719,178 $(1,948,753) Net earnings (loss) per share: Basic $ 0.28 $ ( 0.33) ========== ============ Diluted $ 0.28 $ ( 0.33) ========== ============ Common shares used in computing earnings per share: Basic 6,077,750 5,926,654 ========== ========== Diluted 6,108,541 5,931,996 ========== ==========
See accompanying notes to consolidated financial statements (unaudited). American Safety Insurance Group, Ltd. and Subsidiaries Consolidated Statements of Cash Flow (Unaudited) Three months ended March 31, 1999 2000 Cash flow from operating activities: Net earnings $ 1,719,178 $(1,948,753) Adjustments to reconcile net earnings to net cash provided by operating activities: Realized losses on sale of investments 1,118 126,047 Amortization of deferred acquisition costs 344,325 678,192 Change in: Accrued investment and interest income (680,967) (259,039) Premiums receivable 4,302,869 (969,773) Commissions receivable 9,889 (5,702) Reinsurance recoverable and ceded unearned premiums (359,016) (2,968,321) Funds held by reinsured - 95,734 Due from affiliate 161,129 (74,777) Funds on Deposit - (11,323) Income taxes (70,754) (1,554,507) Unpaid losses and loss adjustment expenses 1,439,354 1,123,014 Unearned premiums 1,144,808 3,365,859 Liability for deductible fees held (41,014) (41,014) Ceded premiums payable 604,859 2,146,443 Due to affiliate 1,075,488 342,945 Accounts payable and accrued expenses (340,007) 1,561,978 Collateral 522,728 (283,037) Prepaid items - 30,806 Other, net 163,353 (210,145) ---------- ----------- Net cash provided by operating activities 1,391,602 1,144,627 ---------- ----------- Cash flow from investing activities: Purchases of fixed maturities (988,954) - Purchases of Equity Investments - (4,898,758) Proceeds from maturity and redemption of fixed maturities 80,000 - Proceeds from sale of fixed maturities 1,786,435 4,008,167 Proceeds from sale of equity investments 1,062 4,591,753 Purchase of Trafalgar Insurance Company - (7,050,877) Increase in Investment in Real Estate - (1,068,981) Increase in short-term investments (463,015) 2,178,744 Proceeds from notes receivable - related parties - 1,530,000 Advances in notes receivable - other (2,030,316) (821,792) Purchase of fixed assets, net (2,117,672) (64,199) ---------- ----------- Net cash used in investing activities (3,372,460) (1,595,943) ---------- ----------- Cash flow from financing activities: Proceeds from sale of common stock 1,276 - Purchase of treasury stock - (665,119) Loan Payable - 11,648,855 ---------- ----------- Net cash provided by financing activities 1,276 10,983,736 ---------- ----------- Net increase (decrease) in cash (2,339,582) 10,532,420 Cash at beginning of period 4,737,132 427,154 ---------- ----------- Cash at end of period $2,397,550 $10,959,574 ========= ========== NONCASH ITEMS Operating activities: Recoverable due to rescission in other assets - (1,323,000) Investing activities: No activity - - Financing activities: Issuance of common stock - 1,323,000 ---------- ----------- Net noncash adjustments - - ========== ===========
See accompanying notes to consolidated financial statements (unaudited). American Safety Insurance Group, Ltd. and Subsidiaries Consolidated Statements of Comprehensive Earnings (Unaudited)
Three months ended March 31, --------------------------------------------------- 1999 2000 ------------------------- ------------------------- Net earnings $1,719,178 $(1,948,753) Other comprehensive earnings before income taxes: Unrealized gains (losses) on securities available for sale (584,332) 269,007 Reclassification adjustment for realized gains included in net earnings (1,118) (126,047) --------- ---------- Total other comprehensive earnings (loss) before taxes (585,450) 142,960 Income tax expense (benefit) related to items of comprehensive income (24,008) (234,263) --------- ---------- Other comprehensive earnings (loss) net of income taxes (561,442) 377,223 ---------- --------- Total comprehensive earnings $1,157,736 $(1,571,530) ========== ============
See accompanying notes to consolidated financial statements (unaudited). -7- American Safety Insurance Group, Ltd. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) Note 1 - Basis of Presentation The accompanying unaudited interim consolidated financial statements of American Safety Insurance Group, Ltd. ("American Safety") and its subsidiaries (collectively, the "Company") are prepared in accordance with generally accepted accounting principles in the United States and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the interim period presented. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates, based on the best information available, in recording transactions resulting from business operations. The balance sheet amounts that involve a greater extent of accounting estimates and actuarial determinations subject to future changes are the Company's liabilities for unpaid losses and loss adjustment expenses. As additional information becomes available (or actual amounts are determinable), the recorded estimates may be revised and reflected in operating results. While management believes that the liability for unpaid losses and loss adjustment expenses is adequate to cover the ultimate liability, such estimates may be more or less than the amounts actually paid when claims are settled. The results of operations for the three months ended March 31, 2000 may not be indicative of the results that may be expected for the full year ending December 31, 2000. These unaudited interim consolidated financial statements and notes should be read in conjunction with the financial statements and notes included in the audited consolidated financial statements of American Safety and its subsidiaries for the year ended December 31, 1999. The unaudited interim consolidated financial statements include the accounts of American Safety and each of its subsidiaries. All significant intercompany balances have been eliminated. Note 2 - Accounting Pronouncements In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 is effective for years beginning after June 15, 2000. The standard requires that all derivatives be recorded as an asset or liability, at estimated fair value, regardless of the purpose or intent for holding the derivative. If a derivative is not utilized as a hedge, all gains or losses from the change in the derivative's estimated fair value are recognized in earnings. The gains or losses from the change in estimated fair value of certain derivatives utilized as hedges are recognized in earnings or other comprehensive income depending on the type of hedge relationship. The Company expects that adoption of SFAS No. 133 will have an immaterial impact on the Company's consolidated financial position and results of operations. -8- Note 3 - Nature of Operations The following is a description of certain risks facing the Company: Legal/Regulatory Risk is the risk that changes in the legal or regulatory environment in which an insurer operates which will create additional expenses not anticipated by the insurer in pricing its products and beyond those recorded in the financial statements. Regulatory initiatives designed to reduce insurer profits or otherwise affecting the industry in which the Company operates, new legal theories or insurance company insolvencies through guaranty fund assessments, may create costs for the Company beyond those recorded in the financial statements. The Company attempts to mitigate this risk by writing insurance business in several states, thereby spreading this risk over a large geographic area. Potential Risk of United States Taxation of Bermuda Operations. Under current Bermuda law, American Safety is not required to pay any taxes in Bermuda on either income or capital gains. American Safety has received an undertaking from the Minister of Finance in Bermuda that will exempt American Safety from taxation until the year 2016 in the event of any such taxes being imposed. The Company, exclusive of its United States subsidiaries, does not consider itself to be engaged in a trade or business in the United States and accordingly does not expect to be subject to direct United States income taxation. The Company's U.S. subsidiaries are subject to taxation in the United States. Whether a foreign corporation is engaged in a United States trade or business or is carrying on an insurance business in the United States depends upon the level of activities conducted in the United States. If the activities of a foreign company are "continuous, regular, and considerable," the foreign company will be deemed to be engaged in a United States trade or business. Due to the fact that American Safety will continue to maintain an office in Bermuda and American Safety and its Bermuda subsidiary's business is reinsuring contracts via treaty reinsurance agreements, which are all signed outside of the United States, American Safety does not consider itself to be engaged in a trade or business in the United States and, accordingly, does not expect to be subject to United States income taxes. This position is consistent with the position taken by various other entities that have the same operational structure as American Safety. However, because the Internal Revenue Code of 1986, as amended, the Treasury Regulations and court decisions do not definitively identify activities that constitute being engaged in a United States trade or business, and because of the factual nature of the determination, there can be no assurance that the Internal Revenue Service will not contend that American Safety or its Bermuda subsidiary are engaged in a United States trade or business. In general, if American Safety or its Bermuda subsidiary are considered to be engaged in a United States trade or business, it would be subject to (i) United States Federal income tax on its taxable income that is effectively connected with a United States trade or business at graduated rates and (ii) the 30 percent branch profits tax on its effectively connected earnings and profits deemed repatriated from the United States. -9- Credit Risk is the risk that issuers of securities owned by the Company or secured notes receivable will default or that other parties, including reinsurers that have obligations to the insurer, will not pay or perform. The Company attempts to mitigate this risk by adhering to a conservative investment strategy, by obtaining sufficient collateral for secured note obligations and by maintaining sound reinsurance, credit and collection policies. Interest Rate Risk is the risk that interest rates will change and cause a decrease in the value of an insurer's investments. The Company attempts to mitigate this risk by attempting to match the maturities of its assets with the expected payouts of its liabilities. Note 4 - Investments The amortized cost and estimated fair values of investments at December 31, 1999 and March 31, 2000 are as follows:
Amount at Gross Gross which shown in Amortized unrealized unrealized Estimated the balance Cost gains losses fair value sheet ---------------- -------------- --------------- -------------- ----------------- December 31, 1999: Securities available for sale: Fixed maturities: U.S. Treasury securities and obligations of U.S. Government corporations and agencies $17,475,473 $ - $ 624,997 $16,850,476 $16,850,476 Obligations of states and political subdivisions 6,526,137 38,835 104,972 6,460,000 6,460,000 Corporate securities 14,623,165 2,427 519,015 14,106,577 14,106,577 Mortgage-backed securities 3,433,949 209 156,655 3,277,503 3,277,503 ---------- -------- --------- ---------- ---------- Total fixed maturities 42,058,724 41,471 1,405,639 40,694,556 40,694,556 Equity investments - common stocks 169,448 - 5,480 163,968 163,968 ---------- -------- --------- ---------- ---------- Total $42,228,172 $ 41,471 $1,411,119 $40,858,524 $40,858,524 ========== ======== ========= ========== ========== March 31, 2000: Securities available for sale: Fixed maturities: U.S. Treasury securities and obligations of U.S. Government corporations and agencies $18,990,520 $ 6,411 $ 678,551 $18,318,380 $18,318,380 Obligations of states and political subdivisions 11,558,721 73,749 95,519 11,536,951 11,536,951 Corporate securities 10,181,407 - 457,448 9,723,959 9,723,959 Mortgage-backed securities 2,188,773 275 70,338 2,118,710 2,118,710 ---------- ------- --------- ---------- ---------- Total fixed maturities 42,919,421 80,435 1,301,856 41,698,000 41,698,000 Equity investments - common stocks 453,393 - 5,267 448,126 448,126 ---------- ------- --------- ---------- ---------- Total $43,372,814 $80,435 $1,307,123 $42,146,126 $42,146,126 ========== ======= ========== =========== ===========
Note 5 - Segment Information (a) Factors used to identify the Company's reportable segments: The Company's United States and Bermuda operating segments were identified by management as separate operating segments based upon the regulatory environments of each of these countries. Significant differences exist under United States and Bermuda law concerning the regulation of insurance entities including differences in: types of permissible investments, minimum capital requirements, solvency monitoring, pricing, corporate taxation, etc. (b) Products and services from each reportable segment: The Company's United States and Bermuda operating segments, develop, underwrite, manage and market primary casualty insurance and reinsurance programs in the alternative insurance market for environmental remediation risks; employee leasing and staffing industry risks; and other specialty risks. The Company has demonstrated expertise in developing specialty insurance coverages and custom designed risk management programs not generally available in the standard insurance market. The Company is also involved in the development of the Harbour Village Golf and Yacht Club project in Ponce Inlet, Florida, as discussed in Note 7. The United States operating segment's specialty insurance programs provide insurance and reinsurance for general, pollution and professional liability exposures, for workers' compensation and surety, as well as custom designed risk management programs for contractors, consultants and other business and property owners who are involved with environmental remediation, employee leasing and staffing, and other specialty risks. Through its United States brokerage and management services subsidiaries, the Company also provides specialized insurance program development, underwriting, risk and reinsurance placement, program management, brokerage, loss control, claims administration and marketing services. The Company also insures and places risks through its United States insurance subsidiary, as well as its non-subsidiary risk retention group affiliate and other unaffiliated insurance and reinsurance companies. Through its Bermuda operating segment, the Company places and reinsures a portion of the risks underwritten directly by its United States segment, its risk retention group affiliate and other insurers. -10- (c) Information about segment profit or loss and assets:
Three Months Ended March 31 1999 2000 ---- ---- United States Net Premiums Earned - All Other 1,913,313 4,782,989 Net Premiums Earned - Intersegment (820,445) (1,551,002) Net investment income and interest on notes receivable 212,075 312,567 Other revenues 799,883 786,914 --------- ------- Total Revenues 2,122,826 4,331,468 Depreciation and amortization expense 22,611 34,469 Equity in net loss of subsidiaries (100,257) (3,070,300) Income taxes (45,730) (1,070,259) Segment loss (54,527) (2,000,041) Significant noncash items other than depreciation and amortization - - Property, plant and equipment 180,098 462,661 Total investments 14,071,689 37,997,156 Total assets 33,855,633 87,338,785 Total policy and contract liabilities 14,335,997 27,508,968 Total liabilities 24,019,621 60,403,070 Bermuda Net Premiums Earned - All Other 523,471 519,589 Net Premiums Earned - Intersegment 820,445 1,551,002 Net investment income and interest on notes receivable 1,413,362 851,129 Other revenues 9,679 519,515 --------- --------- Total revenues 2,766,957 3,441,235 Depreciation and amortization expense - - Equity in net loss of subsidiaries (1,028,413) (890,890) Income Taxes - - Segment profit 1,773,705 51,288 Significant noncash items other than depreciation and amortization - - Property, plant and equipment - 835,832 Total investments 60,612,167 53,602,506 Total assets 91,990,662 95,804,898 Total policy and contract liabilities 11,986,052 13,837,066 Total liabilities 17,233,929 17,661,013
-11-
Three Months Ended March 31 1999 2000 ---- ---- Intersegment Eliminations Net Premiums Earned - All Other - - Net Premiums Earned - Intersegment - - Net investment income and interest on notes - - receivable Other revenues (122,059) (178,804) --------- --------- Total revenues (122,059) (178,804) Depreciation and amortization expense - - Equity in net earnings of subsidiaries (1,028,413) 890,890 Income taxes - - Segment profit (loss) - - Significant noncash items other than depreciation and amortization - - Property, plant and equipment - - Total investments (24,674,622) (44,952,489) Total assets (33,673,780) (60,330,326) Total policy and contract liabilities (5,142,846) (6,947,583) Total liabilities (9,599,340) (15,377,837) Total Net Premiums Earned - All Other 2,454,784 5,302,578 Net Premiums Earned - Intersegment - - Net investment income and interest on notes receivable 1,625,437 1,163,696 Other revenues 849,404 1,127,625 ---------- --------- Total revenues 4,929,625 7,593,899 Depreciation and amortization expense 22,611 34,469 Equity in net earnings of subsidiaries - - Income taxes (45,730) (1,070,259) Segment profit (loss) 1,719,178 (1,948,753) Significant noncash items other than depreciation and amortization - - Property, plant and equipment 2,285,310 1,298,493 Total investments 51,047,769 59,755,996 Total assets 86,147,472 122,813,357 Total policy and contract liabilities 21,179,203 34,398,451 Total liabilities 31,564,210 62,686,246
-12- Note 6 - Shareholder Matters During the quarter ended March 31, 2000, the Company repurchased 101,225 shares of its stock at a total price of $665,119 in open market transactions pursuant to its share repurchase program. Note 7 - Investment in Real Estate The Company's investment in the development of the Harbour Village Golf and Yacht Club project is comprised of 173 acres of property in Ponce Inlet, Florida (the "Property") that was acquired through foreclosure on April 13, 1999. At the date of foreclosure, the Company evaluated the carrying value of its investment in real estate by comparing the fair value of the foreclosed collateral to the book value of the underlying loan and accrued interest. As the book value of the loan and accrued interest was less than the fair value of the collateral, no loss was recognized on foreclosure and the book balance of the loan and accrued interest became the basis of the real estate. The Company has incurred additional capitalizable development costs of approximately $3.5 million during 1999 and 2000. The Company announced on March 10, 2000, its plans to complete development of the Property through its subsidiary, Ponce Lighthouse Properties, Inc. Note 8 - Acquisitions On March 24, 2000, the Company purchased Trafalgar Insurance Company, an Oklahoma licensed insurance company, which has authority to operate as an excess and surplus lines insurance company in 34 states and the District of Columbia. Trafalgar Insurance Company's stock was acquired from Houston Casualty Company for a purchase price of $16.3 million cash, and Trafalgar had, at closing, cash and investments in excess of $15 million of capital and surplus creating $1.3 million of goodwill. The net cash outlay for this acquisition was $7.0 million. Prior to closing, Trafalgar entered into a bulk assumption reinsurance agreement with Houston Casualty, under which Houston Casualty assumed all of Trafalgar's prior and existing insurance business. Trafalgar has been renamed American Safety Indemnity Company. On January 6, 2000, the Company acquired (i) the stock of L&W Holdings, Inc. and its wholly-owned subsidiary, RCA Syndicate #1, Ltd., an Illinois licensed insurance carrier operating on the INEX (formerly the Illinois Insurance Exchange), (ii) the stock of Principal Management, Inc., an insurance program development and management group headquartered in Okemos, Michigan, and in a related transaction, the Company also acquired (iii) the stock of Pegasus Insurance, a Cayman Islands licensed insurance carrier. The transactions were structured as stock acquisitions, with the purchase price paid by the Company consisting of $3,500,000 plus 200,000 American Safety common shares and earnout provisions for up to an additional 254,000 American Safety common shares over a five-year period. Of the purchase price, $1,000,000 of cash and 109,086 shares of stock are held in escrow to secure the obligations of the sellers. The Company also obtained a security interest in a real estate condominium in the Cayman Islands with an estimated value of -13- $600,000 to secure the obligations of the sellers. On April 21, 2000, the Company filed a lawsuit to rescind these acquisitions based upon the sellers' misrepresentations as to the business affairs and financial condition of the acquired companies, and recognized an expense, net at recoverables, of $3.5 million for such rescission. Note 9 - Income Taxes Total income tax (benefit) for the quarters ended March 31, 1999 and 2000 were allocated as follows:
Quarter Ended March 31, 1999 2000 ---- ---- Tax benefit attributable to: Income from continuing operations (45,730) (1,070,259) Unrealized losses on securities available for sale (20,609) (232,639) -------- ------------- Total $(66,339) $ (1,302,898) ======== ============
U.S. Federal and state income tax expense from continuing operations consists of the following components:
Current Deferred Total March 31, 1999 (72,241) 26,511 (45,730) March 31, 2000 (1,132,235) 61,976 (1,070,259)
The state income tax components aggregated $5,995 and $(4,461) for the quarters ended March 31, 1999 and 2000, respectively. Income tax expense for the quarters ended March 31, 1999 and 2000 differed from the amount computed by applying the U.S. Federal income tax rate of 34% to earnings before Federal income taxes as a result of the following: -14-
March 31, 1999 2000 ---- ---- Expected income tax expense $568,972 $(1,026,464) Foreign earned income not subject to U.S. taxation (603,060) (17,438) Tax-exempt interest (25,161) (28,643) State taxes and other 13,519 2,286 -------- ----------- $(45,730) $(1,070,259) ======== ===========
Deferred income taxes are based upon temporary differences between the financial statement and tax bases of assets and liabilities. The following deferred taxes are recorded:
December 31, March 31, 1999 2000 ---- ---- Deferred tax assets: Loss reserve discounting $509,011 $608,210 Unearned premium reserves 185,459 280,787 Unrealized loss on securities 80,844 313,484 Net operating loss carry forward - 1,123,187 ---------- --------- Gross deferred tax assets 775,314 2,325,668 ---------- --------- Deferred tax liabilities: Deferred acquisition costs 42,087 174,641 ------ ------- Gross Deferred tax liabilities 42,087 174,641 ------ ------- Net deferred tax asset $733,227 $2,151,027 ======= =========
A valuation allowance has not been established as the Company believes it is more likely than not that the deferred tax asset will be realized. The Company believes it will have sufficient future income to offset the net operating loss carry forward. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General American Safety is a specialty insurance and financial services holding company which, through its subsidiaries, develops, underwrites, manages and markets primary casualty insurance and reinsurance programs in the alternative insurance market for environmental remediation risks, -15- employee leasing and staffing industry risks, and other specialty risks, as well as provides a broad range of financial services and products to middle market businesses. During the past ten years, the Company has operated in a soft market cycle which is characterized by excess insurance capacity and declining insurance premium rates. The Company's reported combined ratio for its insurance operations may not provide an indication of the Company's overall profitability from insurance and reinsurance programs due to the exclusion of fee and commission income and expenses generated in related management and agency subsidiaries. Forward Looking Statements This Report contains certain forward-looking statements within the meaning of United States' securities laws which are intended to be covered by the safe harbors created thereby. Forward-looking statements involve risks and uncertainties which may cause actual results to differ, and are subject to change based on various factors, including the outcome of the Company's lawsuit for rescission of the acquisition of an insurance agency and two related insurance companies, competitive conditions in the insurance industry, unpredictable developments in loss trends, adequacy and changes in loss reserves, market acceptance of new coverages and enhancements, changes in insurance regulatory requirements and tax statutes, changes in levels of general business activity and economic conditions, and the Company's ability to integrate and operate acquired businesses and the risks associated with such businesses. With respect to the development of the Harbour Village Golf and Yacht Club project, such forward-looking statements involve risks and uncertainties which may cause actual results to differ, and are subject to change based on various real estate development industry factors, including competitive housing conditions in the local market area, risks inherent in new construction, changes in interest rates and the availability of mortgage financing for prospective purchasers of condominium units and boat slips, and changes in local and national levels of general business activity and economic conditions. All statements, other than statements of historical facts, included or incorporated by reference in this Report that address activities, events or developments that the Company expects or anticipates will or may occur in the future constitute forward-looking statements. Although the Company believes that the assumptions underlying the forward-looking statements contained in this Report are reasonable, any of the assumptions could over time prove to be inaccurate and therefore, there can be no assurance that the forward-looking statements included in this Report will themselves prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included in this Report, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved. -16- Results of Operations The following table sets forth the Company's consolidated revenues:
Three Months Ended March 31 ------------------------------------------------------------------------------ 1998 to 1999 to 1998 1999 2000 1999 2000 -------------- -------------- -------------- -------------- --------------- (Dollars in thousands) ------------------------------------------------------------------------------ Net Premiums earned: Reinsurance: Workers' compensation $1,464 $1,395 $2,608 (4.7)% 87.0% General liability from affiliate 441 643 744 45.8 15.7 Auto Liability - 13 - - - ---------- --------- ---------- ------- ---- Total reinsurance 1,905 2,051 3,352 7.7 63.4 Primary insurance: Prepaid Legal - - 8 - - Commercial Line - - 278 - - Workers' compensation - - 70 - - Surety 188 404 1,595 114.9 294.8 --- --- ----- ----- ----- Total primary insurance 188 404 1,951 114.9 382.9 --- --- ----- ----- ----- Total net premiums earned 2,093 2,455 5,303 17.3 116.0 ----- ----- ----- ---- ----- Net investment income 627 699 729 11.5 4.3 Interest on notes receivable 268 926 435 245.5 (53.0) Commission and fee income: Brokerage commission income 384 431 230 12.2 (46.6) Management fees from affiliate 328 341 367 4.0 7.6 -------- ------- ------- --------- ---------- Total commission and fee income 712 772 597 8.4 (22.7) -------- ------- ------- --------- ---------- Net realized gains (losses) 37 (1) (126) (102.7) 12,500.0 Other income 6 79 656 1216.7 730.4 ---------- -------- ------- --------- ---------- Total Revenues $3,743 $4,930 $7,594 31.7% 54.0% ---------- -------- ------- --------- ----------
The following table sets forth the components of the Company's GAAP combined ratio for the periods indicated:
Three months ended March 31, 1998 1999 2000 ---- ---- ---- Insurance operations: Loss and loss adjustment expense ratio 63.8% 53.7% 52.7% Expense ratio 10.4 16.6 44.3 ---- ---- ---- Combined ratio 74.2% 70.3% 97.0% ---- ---- ----
Quarter Ended March 31, 2000 Compared to Quarter Ended March 31, 1999 Net Premiums Earned. Net premiums earned increased 116.0% from $2.5 million in the quarter ended March 31, 1999 to $5.3 million in the quarter ended March 31, 2000. The principal factor accounting for the increase was the Company's assumption of workers' compensation reinsurance business from an unaffiliated insurance carrier, which increased net premiums earned from workers' compensation reinsurance from $1.4 million in the quarter ended March 31, 1999 to $2.6 million in the quarter ended March 31, 2000. This increase was a result of additional premiums -17- from new insureds in this line of business. Another factor accounting for the increase was an increase of the Company's surety business by 294.8% from $404,000 in the quarter ended March 31, 1999 to $1.6 million in the quarter ended March 31, 2000. The increase in surety business is attributable to additional premiums from new business and the Company's new reinsurance program. Net Investment Income. Net investment income increased 4.3% from $699,000 in the quarter ended March 31, 1999 to $729,000 in the quarter ended March 31, 2000 due to an increase in the investment portfolio and cash. The average pre-tax yield on investments was 5.5% in the quarter ended March 31, 1999 and 6.2% in the quarter ended March 31, 2000. The average after-tax yield on investments was 5.2% in the quarter ended March 31, 1999 and 5.5% in the quarter ended March 31, 2000. Interest from Notes Receivable. Interest from notes receivable decreased 53% from $926,000 in the quarter ended March 31, 1999 to $435,000 in the quarter ended March 31, 2000 as a result of interest income lost as a result of the foreclosure on the Harbour Village property in April 1999. Brokerage Commission Income. Income from insurance brokerage operations decreased 46.6% from $431,000 in the quarter ended March 31, 1999 to $230,000 in the quarter ended March 31, 2000 as a result of lower commissions from the Company's brokerage operations due to lower production of premium. Management Fees. Management fees increased 7.6% from $341,000 in the quarter ended March 31, 1999 to $367,000 in the quarter ended March 31, 2000 as a result of increased service levels, provided by the Company, to its risk retention group affiliate. Net Realized Losses. Net realized losses decreased from$1,000 in the quarter ended March 31, 1999 to$126,000 for the quarter ended March 31, 2000 due to the sale of bonds for the purchase of Trafalgar Insurance Company. Other Income. Other income increased from $79,000 in the quarter ended March 31, 1999 to $656,000 for the quarter ended March 31, 2000. $590,000 of this relates to the commitment fee on the proposed sale of Harbour Village. Losses and Loss Adjustment Expenses. Losses and loss adjustment expenses increased 112% from $1.3 million in the quarter ended March 31, 1999 to $2.8 million in the quarter ended March 31, 2000 due to an increase in net premiums earned. Increases in workers' compensation premiums accounted for the largest portion of the increase in the losses and loss adjustment expenses, as that line of business has a higher loss ratio than the general liability or surety lines of business. -18- Acquisition Expenses. Policy acquisition expenses increased 374.7% from ($323,000) in the quarter ended March 31, 1999 to $1.5 million in the quarter ended March 31, 2000 as a result of increased premiums production. Increased production in the bail bond program was the largest contributor to the increase as this program carries a 95% expense ratio. Payroll and Other Expenses. Payroll and other expenses increased 70.0% from $1.6 million in the quarter ended March 31, 1999 to $2.7 million in the quarter ended March 31, 2000 as a result of increases in salary, benefits and operating expense primarily due to increased staffing for new and existing programs. Expense Due to Rescission. Expense due to rescission was $3.5 million for the quarter and relates to the rescission of the acquisition of the Michigan group of companies. See Note 8. Income Taxes. Federal and state income taxes decreased from a benefit of $46,000 in the quarter ended March 31, 1999 to a benefit of $1.1 million in the quarter ended March 31, 2000 due to decreased taxable income in the Company's U.S. subsidiaries. The decrease in taxable income was primarily due to expenses relating to rescission. Quarter Ended March 31, 1999 Compared to Quarter Ended March 31, 1998 Net Premiums Earned. Net premiums earned increased 17.3% from $2.1 million in the quarter ended March 31, 1998 to $2.5 million in the quarter ended March 31, 1999. The principal factor accounting for the increase was the Company's assumption of general liability reinsurance business from an affiliated insurance carrier, which increased by 45.8% from $441,000 in the quarter ended March 31, 1998 to $643,000 in the quarter ended March 31, 1999. This increase was a result of additional premiums from new insureds in this line of business. Another factor accounting for the increase was an increase of the Company's surety business by 114.9% from $188,000 in the quarter ended March 31, 1998 to $404,000 in the quarter ended March 31, 1999. This increase is attributable to additional premiums from new business and the Company's new reinsurance program. Net Investment Income. Net investment income increased 11.5% from $627,000 in the quarter ended March 31, 1998 to $699,000 in the quarter ended March 31, 1999 as a result of the investment of additional cash flows from insurance operations and from the timing of the investment of the Company's initial public offering proceeds which took place in the middle of the first quarter of 1998. The average annual pre-tax yield on investments was 5.6% in the quarter ended March 31, 1998 and 5.5% in the quarter ended March 31, 1999. The average annual after-tax yield on investments was 5.1% in the quarter ended March 31, 1999 and 5.2% in the quarter ended March 31, 1999. Interest from Notes Receivable. Interest from notes receivable increased 245.5% from $268,000 in the quarter ended March 31, 1998 to $926,000 in the quarter ended March 31, 1999 as a result of an increase of $13.0 million in outstanding secured notes receivable compared to the same -19- period in 1998. The notes bear interest rates ranging from 9% to 25% and are payable on various dates. Brokerage Commission Income. Income from insurance brokerage operations increased 12.2% from $384,000 in the quarter ended March 31, 1998 to $431,000 in the quarter ended March 31, 1999 Management Fees. Management fees increased 4.7% from $171,000 in the quarter ended March 31, 1998 to $179,000 in the quarter ended March 31, 1999 as a result of increased service levels provided by the Company to its risk retention group affiliate. Net Realized Gains (Losses). Net realized gains (losses) decreased from a gain of $37,000 in the quarter ended March 31,1998 to a loss of $1,000 for the quarter ended 1999. Losses and Loss Adjustment Expenses. Losses and loss adjustment expenses decreased 1.5% from $1.34 million in the quarter ended March 31, 1998 to $1.32 million in the quarter ended March 31, 1999 primarily due to lower retentions from the Company's new reinsurance program that was effective January 1, 1999 and the mix of premiums earned. General liability and surety, which carry a lower loss ratio, had an increase in premiums earned while workers' compensation, which has a higher loss ratio, had a slight decrease in premiums earned. The Company continues to record loss and loss adjustments expense for workers' compensation to the aggregate stop-loss attachment point of its reinsurance. Acquisition Expenses. Policy acquisition expenses increased 51.6% from $213,000 in the quarter ended March 31, 1998 to $323,000 in the quarter ended March 31, 1999 as a result of increased premiums production and the Company's new reinsurance program for surety business which eliminated ceding commissions that previously reduced the expense. Payroll and Other Expenses. Payroll and other expenses increased 51.1% from $960,000 in the quarter ended March 31, 1998 to $1,451,000 in the quarter ended March 31, 1999 as a result of salary and benefit and operating expense increases primarily due to increased staffing for new and existing programs. Income Taxes. Federal and state income taxes decreased from $54,000 in the quarter ended March 31, 1998 to a benefit of $46,000 in the quarter ended March 31, 1999 due to additional premiums being ceded to the Company's Bermuda reinsurance subsidiary and investment income earned in Bermuda. Liquidity and Capital Resources The Company historically has met its cash requirements and financed its growth principally through cash flows generated from operations. The Company's primary sources of cash flow are proceeds from the sale or maturity of invested assets, premiums earned, investment income, -20- commission income and management fees. The Company's short-term cash requirements are primarily for claims payments, reinsurance premiums, commissions, salaries, employee benefits and other operating expenses, and the purchase of investment securities, which have historically been satisfied from operating cash flows. Due to the uncertainty regarding settlement of unpaid claims, the long-term liquidity requirements of the Company may vary, and the Company has attempted to structure its investment portfolio to take into account the historical payout patterns. Management believes that the Company's current cash flows are sufficient for its short-term needs and the Company's invested assets are sufficient for its long-term needs. The Company also purchases reinsurance to mitigate the effect of large claims and to stabilize demands on its liquidity. During the quarter ended March 31, 2000, the Company repurchased 101,225 shares in open market transactions, pursuant to its share repurchase program. On a consolidated basis, net cash provided from operations was $1.4 million for the three months ended March 31, 1999 and $1.1 million for the three months ended March 31, 2000. The positive cash flows for both periods were primarily attributable to net premiums written, and increases in reserves for unpaid losses. Because workers' compensation and general liability claims may be paid over an extended period of time, the Company has established appropriate loss reserves for such lines of business. The assets supporting the Company's reserves continue to earn investment income until claims payments are made. Total assets increased from $104.4 million at December 31, 1999 to $122.8 million at March 31, 2000, primarily due to increases in premiums receivable, reinsurance recoverable, deferred income tax and real estate investments and slightly offset by a decrease in notes receivable. Cash, invested assets and notes receivable were $73.0 million at December 31, 1999 and $83.0 million at March 31, 2000. Other assets increased from $114,000 at December 31, 1999 to $1.6 million at March 31, 2000 as a result of $1.3 million collateral held which lowered the expense due to rescission. American Safety is an insurance and financial services holding company whose principal assets are its investment portfolio and its investment in the capital stock of its subsidiaries. As an insurance holding company, American Safety's ability to pay dividends to its shareholders will depend, to a significant degree, on the ability of the Company's subsidiaries to pay dividends to American Safety. The jurisdictions in which American Safety and its insurance and reinsurance subsidiaries are domiciled place limitations on the amount of dividends or other distributions payable by insurance companies in order to protect the solvency of insurers. In January 1997, the Securities and Exchange Commission approved rule amendments regarding disclosures concerning derivative financial instruments, other financial instruments and derivative commodity instruments (the "Release"). The Release requires inclusion in the footnotes to the financial statements of extensive detail about the accounting policies followed by a company in connection with its accounting for derivative financial instruments and derivative commodity instruments. As of March 31, 2000, the Company had no investments in derivative instruments. -21- Harbour Village Development. American Safety announced in March 2000 its plans to complete development of the Harbour Village Golf and Yacht Club, located in Ponce Inlet, Florida, consisting of 786 residential condominium units, a marina containing 142 boat slips, a par 3 golf course and beach club. The property, acquired by American Safety through foreclosure in April 1999, has been under development through its Ponce Lighthouse Properties, Inc. subsidiary. While the property was being marketed for sale, deposits have been received for in excess of $40 million of pre-construction sales that have been generated under American Safety's development effort. It is anticipated that Harbour Village will be developed in three phases over the next three to five years, depending on future sales activities and economic conditions that may impact the marketing of the condominium units. The Company intends to obtain an acquisition and development loan and a revolving bank credit facility in order to construct in sequence the three phases of Harbour Village. The anticipated construction cost for the entire project is in excess of $160 million. Financing in the approximate amount of $34 million will be required for construction of Phase I. The Company has received a proposal for the bank credit facility, and is in the process of obtaining a commitment for such credit facility. Phase I of the development consists of construction of all site work including a 142-boat slip marina, 372 residential units, and amenities. No assurance can be given, however, as to either future sales activities of the condominium units or the impact of local and national economic conditions on the Company's marketing efforts for Harbour Village. Management believes that the Company will be able to obtain a bank credit facility which, together with anticipated cash flows from marketing and sales operations, will meet the liquidity needs for the construction and development of Phase I of Harbour Village during the first 24 months of development. There can be no assurance, however, that the amounts available from the Company's sources of liquidity will be sufficient to meet the Company's future capital needs. Income Taxes American Safety is incorporated under the laws of Bermuda and, under current Bermuda law, is not obligated to pay any taxes in Bermuda based upon income or capital gains. American Safety has received an undertaking from the Minister of Finance in Bermuda pursuant to the provisions of The Exempted Undertakings Tax Protection Act 1966, which exempts American Safety and its shareholders, other than shareholders ordinarily resident in Bermuda, from any Bermuda taxes computed on profits, income or any capital asset, gain or appreciation, or any tax in the nature of estate, duty or inheritance until March 28, 2016. The Company, exclusive of its United States subsidiaries, does not consider itself to be engaged in a trade or business in the United States and accordingly does not expect to be subject to direct United States income taxation. The Company's U.S. subsidiaries are subject to taxation in the United States. -22- Inflation Property and casualty insurance premiums are established before the amounts of losses and loss adjustment expenses are known and therefore before the extent by which inflation may affect such expenses is known. Consequently, the Company attempts, in establishing its premiums, to anticipate the potential impact of inflation. However, for competitive and regulatory reasons, the Company may be limited in raising its premiums consistent with anticipated inflation, in which event the Company, rather than its insureds, would absorb inflation costs. Inflation also affects the rate of investment return on the Company's investment portfolio with a corresponding effect on the Company's investment income. Item 3. Quantitative and Qualitative Disclosures About Market Risks. The Company's market risk has not changed materially since December 31, 1999. [The remainder of this page is intentionally left blank.] -23- PART II - OTHER INFORMATION Item 1. Legal Proceedings. Not applicable. Item 2. Changes in Securities and Use of Proceeds. Not applicable. Item 3. Defaults Upon Senior Securities. Not applicable. Item 4. Submission of Matters to a Vote of Security Holders. Not applicable. Item 5. Other Information. Not applicable. Item 6. Exhibits and Reports on Form 8-K. (a) The following exhibits are filed as part of this Report: Exhibit No. Description 11 Computation of Earnings Per Share 27 Financial Data Schedule (b) Reports on Form 8-K. The Company filed a Form 8-K on January 17, 2000 regarding American Safety Holdings Corp.'s acquisition of (i) the stock of L&W Holdings, Inc. and its wholly-owned subsidiary, RCA Syndicate #1, Ltd., an Illinois licensed insurance company operating on the INEX (formerly the Illinois Insurance Exchange), (ii) the stock of Principal Management, Inc., an insurance program development and management group headquartered in Okemos, Michigan; and in a related transaction the Company's acquisition of (iii) the stock of Pegasus Insurance, a Cayman Islands licensed insurance company. -24- The Company filed a Form 8-K on March 15, 2000 regarding American Safety Reinsurance Ltd.'s plan to complete the development of the Harbour Village Golf and Yacht Club in Ponce Inlet, Florida (the "Property"). The Property was acquired by the Company in April 1999 through a foreclosure. The Company filed a Form 8-K on March 30, 2000 regarding American Safety Holdings Corp.'s purchase of Trafalgar Insurance Company, an Oklahoma licensed insurance company, which has started to operate as an excess and surplus lines insurance company in 34 states and the District of Columbia. Trafalgar has been renamed American Safety Indemnity Company. -25- 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, on the 15th day of May 2000. American Safety Insurance Group, Ltd. By: /s/ Lloyd A. Fox ------------------ Lloyd A. Fox President and Chief Executive Officer By: /s/ Steven B. Mathis --------------------- Steven B. Mathis Chief Financial Officer (Principal Financial Officer) -26- Exhibit 11 American Safety Insurance Group, Ltd. and subsidiaries Computation of Earnings Per Share
Three Months Ended ------------------- March 31, March 31, 1999 2000 ------ ----- Basic: Earnings Available to Common Shareholders................................. $1,719,178 $(1,948,753) ========== ============ Weighted Average Common Shares Outstanding.................................. 6,077,750 5,926,654 Basic Earnings Per Common Shares ............ $ .28 $ ( .33) ========== ========== Diluted: Earnings Available to Common Shareholders................................. $1,719,178 $(1,948,753) ========== ============ Weighted Average Common Shares Outstanding.................................. 6,077,750 5,926,654 Weighted Average Common Shares Equivalents Associated with Options.......... 30,791 5,342 Total Weighted Average Common Shares....................................... 6,108,541 5,931,996 ========= ========= Diluted Earnings per Common Shares........... $ .28 $ (.33) ========== ===========
EX-27 2 FINANCIAL DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE. -27-
7 1,000 3-MOS DEC-31-2000 DEC-31-1999 MAR-31-2000 41,698 0 0 448 0 13,109 59,756 10,960 13,058 631 122,813 21,536 12,862 0 0 11,649 0 0 63 60,064 122,813 5,303 729 (126) 656 2,797 1,535 6,280 (3,019) (1,070) (1,949) 0 0 0 (1,949) (.33) (.33) 14,348 0 0 0 0 14,495 0
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