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, 1999
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: 1-9580
AMWEST INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-2672141
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5230 Las Virgenes Road
Calabasas,California 91302
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818)871-2000
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
As of May 13, 1999, 4,317,134 shares of common stock, $.01 par value, were
outstanding.
<PAGE>
AMWEST INSURANCE GROUP, INC. AND SUBSIDIARIES
INDEX
Part I. FINANCIAL INFORMATION:
Item 1
Consolidated Statements of Operations and Comprehensive Income for the
three months ended March 31, 1999 and 1998 3
Consolidated Balance Sheets as of March 31, 1999 and December
31, 1998 4
Consolidated Statements of Cash Flows for the three months ended
March 31,1999 and 1998 6
Notes to Interim Consolidated Financial Statements 8
Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations 9
Part II. OTHER INFORMATION:
Item 1
Legal Proceedings 13
Item 2
Changes in Securities 13
Item 3
Defaults Upon Senior Securities 13
Item 4
Submission of Matters to a Vote of Security Holders 13
Item 5
Other Information 13
Item 6
Exhibits and Reports on Form 8-K 13
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1
AMWEST INSURANCE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(unaudited)
(In thousands,except per share data)
<TABLE>
<CAPTION>
Three months ended
March 31,
1999 1998
<S> <C> <C>
OPERATIONS
Underwriting revenues:
Net premiums written ....................................................... $ 25,642 $ 26,944
Net change in unearned premiums ............................................ 1,351 180
-------- --------
Net premiums earned .................................................. 26,993 27,124
Underwriting expenses:
Net losses and loss adjustment expenses .................................... 9,086 8,908
Policy acquisition costs ................................................... 12,540 14,146
General operating costs .................................................... 3,979 3,155
-------- --------
Total underwriting expenses ............................................. 25,605 26,209
-------- --------
Underwriting income .................................................. 1,388 915
Interest expense ............................................................... (554) (405)
Net investment income .......................................................... 1,769 1,577
Net realized gains ............................................................. 740 820
-------- --------
Income before income taxes ................................................. 3,343 2,907
Provision for income taxes:
Current .................................................................... 755 700
Deferred ................................................................... 222 151
-------- --------
Total provision for income taxes ........................................ 977 851
-------- --------
Net income ........................................................... $ 2,366 $ 2,056
======== ========
Earnings per common share:
Basic ...................................................................... $ 0.55 $ 0.49
======== ========
Diluted .................................................................... $ 0.55 $ 0.48
======== ========
COMPREHENSIVE INCOME (LOSS)
Net income (loss) .............................................................. $ 2,366 $ 2,056
Other comprehensive income, net of tax:
Unrealized gains (losses) on securities, net of income taxes of
$595 and $(717), respectively ......................................... (603) 2,003
Reclassification adjustment for gains included in net income ............... (552) (612)
-------- --------
Comprehensive income (loss) ..................................... $ 1,211 $ 3,447
======== ========
</TABLE>
See accompanying notes to interim consolidated financial statements.
<PAGE>
AMWEST INSURANCE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
-------- --------
(unaudited)
<S> <C> <C>
Investments, available-for-sale:
Fixed maturities, at market value (amortized cost of $105,677 and
$105,355 at March 31, 1999 and December 31, 1998,
respectively) $106,006 $107,227
Common equity securities, at market value (cost of $6,321 and $7,692
at March 31, 1999 and December 31, 1998,
respectively) 9,829 10,572
Preferred equity securities, at market value (cost of $4,320 and
$4,258 at March 31, 1999 and December 31, 1998,
respectively) 4,205 4,265
Other invested assets (cost of $3,862 and $4,058 at March 31,
1999 and December 31, 1998, respectively) 3,465 4,375
Short-term investments 3,411 2,201
-------- --------
Total investments 126,916 128,640
Cash and cash equivalents 4,282 2,431
Accrued investment income 1,615 1,470
Agents balances and premiums receivable (less allowance for doubtful
accounts of $1,015 at March 31, 1998 and December 31, 1998,
respectively) 19,174 17,309
Reinsurance recoverable:
Paid loss and loss adjustment expenses 8,363 6,236
Unpaid loss and loss adjustment expenses 10,659 9,837
Ceded unearned premiums 8,723 8,584
Deferred policy acquisition costs 20,709 20,209
Furniture, equipment and improvements, net 6,433 6,267
Current Federal income taxes 172 951
Other assets 15,885 14,357
-------- --------
Total assets $222,931 $216,291
======== ========
</TABLE>
<PAGE>
AMWEST INSURANCE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
(Dollars in thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
-------------- --------------
(unaudited)
<S> <C> <C>
Liabilities:
Unpaid losses and loss adjustment expenses $ 39,042 $ 42,244
Unearned premiums 50,415 51,627
Funds held 37,839 30,542
Deferred Federal income taxes 2,812 3,185
Bank indebtedness 14,500 14,500
Amounts due to reinsurers 6,581 4,393
Other liabilities 8,659 7,898
--------------------- ---------------------
Total liabilities 159,848 154,389
Stockholders' equity:
Preferred stock, $.01 par value, 1,000,000
Shares authorized; issued and outstanding: none - -
Common stock, $.01 par value, 10,000,000
Shares authorized, issued and outstanding: 4,315,607 at March
31, 1999 and 4,311,580 at December 31, 1998 43 39
Additional paid-in capital 19,532 19,183
Net unrealized appreciation of investments carried at
Market, net of income taxes 2,194 3,349
Retained earnings 41,314 39,331
--------------------- ---------------------
Total stockholders' equity 63,083 61,902
--------------------- ---------------------
Total liabilities and stockholder' equity $222,931 $216,291
===================== =====================
</TABLE>
See accompanying notes to interim consolidated financial statements.
<PAGE>
AMWEST INSURANCE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Three months ended
March 31,
1999 1998
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,366 $ 2,056
Adjustments to reconcile net income to cash provided by operating
activities:
Change in agents' balances and premiums receivable and unearned
premiums (3,078) (3,467)
Change in accrued investment income (145) (57)
Change in unpaid losses and loss adjustment expenses (3,202) (467)
Change in reinsurance recoverable on paid and unpaid losses and
loss adjustment expenses and ceded unearned premiums
(3,087) 771
Change in amounts due to reinsurers 2,188 144
Change in other assets and other liabilities (1,024) 495
Change in income taxes, net 1,001 1,848
Change in deferred policy acquisition costs (501) (304)
Net realized (gain) on sale of investments (740) (819)
Net realized loss on sale of fixed assets (4) 2
Provision for depreciation and amortization 493 393
--------------------- ---------------------
Net cash provided (used) by operating activities (5,733) 595
Cash flows from investing activities:
Cash received from investments sold prior to maturity 2,761 16,753
Cash received from investments matured or called 14,929 3,561
Cash paid for investments acquired (17,021) (20,229)
Amortization of discount on bonds 43 33
Capital expenditures, net (655) (388)
Acquisition of agencies, net 259 (600)
--------------------- ---------------------
Net cash provided (used) by investing activities 316 (870)
<PAGE>
Cash flows from financing activities:
Proceeds from issuance of common stock 358 179
Change in funds held as collateral 7,298 3,375
Dividends paid (388) (381)
--------------------- ---------------------
Net cash provided by financing activities 7,268 3,173
--------------------- ---------------------
Net increase in cash and cash equivalents 1,851 2,898
Cash and cash equivalents at beginning of period 2,431 3,807
--------------------- ---------------------
Cash and cash equivalents at end of period $ 4,282 $ 6,705
===================== =====================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 554 $ 405
Income taxes 1 162
</TABLE>
See accompanying notes to interim consolidated financial statements.
<PAGE>
AMWEST INSURANCE GROUP, INC. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements
(unaudited)
(1) Basis of Presentation
The interim consolidated financial statements presented herein are unaudited
and, in the opinion of management, reflect all adjustments necessary for a fair
presentation of results for such periods. All such adjustments are of a normal,
recurring nature. The results of operations for any interim period are not
necessarily indicative of results for the full year. These consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto contained in the Company's Annual Report
on Form 10-K for the year ended December 31, 1998.
(2) Stock Dividend
The Company paid a 10% stock dividend to stockholders of record as of March 31,
1999. All share and per share amounts included in the accompanying consolidated
financial statements and notes are based on the increased number of shares
giving retroactive effect to the stock dividend.
(3) Earnings Per Share
Basic EPS is calculated based on the weighted average number of common shares
outstanding and diluted EPS includes the effects of dilutive potential common
shares. The calculation of basic and diluted EPS for the three months ended
March 31,1999 and 1998 is as follows:
<TABLE>
<CAPTION>
Three months ended March 31,
Income Shares Per-Share
(Numerator) (Denominator) Amount
($ in thousands) (Dollars)
------------------- -------------------- ----------------
<S> <C> <C> <C>
Basic EPS:
1999 $ 2,366 4,313,522 $ .55
1998 $ 2,056 4,181,909 $ .49
Effect of Dilutive Securities:
1999 21,218
1998 87,551
Diluted EPS:
1999 $ 2,366 4,334,740 $ .55
1998 $ 2,056 4,269,460 $ .48
</TABLE>
<PAGE>
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Premiums written increased 10% from $29,342,000 for the three months ended
March 31, 1998 to $32,135,000 for the three months ended March 31, 1999.
The premium growth was primarily due to premium increases in the surety product
lines. Premiums for the surety operations increased 11% from $22,634,000 for
the three months ended March 31, 1998 to $25,033,000 for the three months
ended March 31, 1999. The increase is attributable to strong writings in the
contract surety and court operations.
Premiums for the property and casualty operations also increased 6% from
$6,708,000 for the three months ended March 31, 1998 to $7,102,000 for the
three months ended March 31, 1999, primarily due to increased writings in the
California non-standard automobile product.
Net premiums earned decreased slightly from $27,124,000 for the three months
ended March 31, 1998 to $26,993,000 for the three months ended March 31, 1999.
The decrease in net premiums earned reflects the increased premium writings
offset by increased premiums ceded as a result of changes in the Company's
reinsurance program during the third quarter of 1998 at which time the Company
commenced ceding 15% of surety premiums written on a quota share basis. The
Company generally earns premiums ratably over the assigned bond terms for the
surety operations and the policy term for the specialty property and casualty
operations.
Net losses and loss adjustment expenses increased 2% from $8,908,000 for the
three months ended March 31, 1998 to $9,086,000 for the three months ended
March 31, 1999. This resulted in a slight increase in the loss and loss
adjustment expense ratio from 33% in 1998 to 34% in 1999. The loss ratio for
the surety operations increased from 22% in 1998 to 26% in 1999 due to increase
in claims activity for the contract and commercial surety product lines during
the first quarter. The increased loss ratio in the surety operations is offset
by improved loss ratio for the property and casualty operations. The loss ratio
for the property and casualty operations decreased from 77% in 1998 to 63% in
1999 due to improved loss experience in the commercial auto liability line of
business.
Policy acquisition costs decreased as a percentage of net premiums earned from
52%, or $14,146,000 to 46%, or $12,540,000 for the three months ended March 31,
1998 and 1999, respectively. The decrease is primarily attributable to an
increase in ceding commissions earned by the Company on its quota share
reinsurance treaties.
General operating costs increased as a percentage of net premiums earned from
12%, or $3,155,000 for the three months ended March 31, 1998 to 15%, or
$3,979,000 for the three months ended March 31, 1999. The increase in the ratio
is due to increased costs in servicing an increased premium base.
The Company's underwriting income increased from $915,000 for the three months
ended March 31, 1998 to $1,388,000 for the three months ended March 31, 1999.
The combined ratio decreased from 97% for the three months ended March 31, 1998
to 95% for the three months ended March 31, 1999, due to a combination of the
factors discussed above.
Interest expense increased from $405,000 for the three months ended March 31,
1998 to $554,000 for the three months ended March 31, 1999. This increase is
attributable to an increase in average funds held on which the Company pays
interest from $24,804,000 for the three months ended March 31, 1998 to
$34,191,000 for the three months ended March 31, 1999. Collateral rates are
adjusted at various times throughout the year in accordance with general market
conditions.
<PAGE>
Net investment income and realized gains increased 5% from $2,397,000 for the
three months ended March 31, 1998 to $2,509,000 for the three months ended
March 31, 1999. The increase in net investment income is primarily due to an
increase in the amount of average invested assets from $122,087,000 at March 31,
1998 to $127,778,000 at March 31, 1999. This is partially offset by a decrease
in net realized gains. The investments sold during the three months ended March
31, 1999 were primarily equity securities and certain fixed income investments
including mortgage-backed and municipal bond securities.
Income before income taxes increased from $2,907,000 for the three months ended
March 31, 1998 to $3,343,000 for the three months ended March 31, 1999 due to
the factors outlined above.
The effective tax rate was 29% for the three months ended March 31, 1998 and
March 31, 1999. The primary reason for the variance from the corporate income
tax rate of 34% is tax advantaged income received on a portion of the Company's
investment portfolio offset by certain non-deductible expenses.
Net income increased from $2,056,000 for the three months ended March 31, 1998
to $2,366,000 for the three months ended March 31, 1999 due to the factors
outlined above.
Liquidity and Capital Resources
As of March 31, 1999, the Company held total cash and cash equivalents and
invested assets of $131,198,000. This amount includes an aggregate of
$37,839,000 in funds held which is shown as a liability on the Company's
consolidated balance sheets. As of March 31, 1999, the Company's invested
assets consisted of $106,006,000 in fixed maturities, held at market value,
$9,829,000 in common equity securities, $4,205,000 in preferred equity
securities, $3,465,000 in other invested assets and $3,411,000 in short-term
investments, including certificates of deposit with original maturities less
than one year.
Because the Company depends primarily on dividends from its insurance
subsidiaries for its net cash flow requirements, absent other sources of cash
flow, the Company cannot pay dividends materially in excess of the amount of
dividends that could be paid by the insurance subsidiaries to the Company. The
State of Nebraska regulates, through the Office of the Insurance Commissioner,
the amount of dividends which can be paid by a domestic insurance company
utilizing various formula methodology.
The Company has entered into a revolving credit agreement, as amended, with
Union Bank for $15,000,000. The bank loan has a variable rate of interest based
upon fluctuations in the London Interbank Offered Rate (LIBOR) and has
amortizing principal payments. The first installment is due September 30, 2000.
The interest rate at March 31, 1999 was 7.1%. The credit agreement contains
certain financial covenants with respect to capital expenditures, business
acquisitions, liquidity ratio, leverage ratio, tangible net worth, net profit
and dividend payments.
<PAGE>
The Company is a party to a lease with ACD2 for its corporate headquarters.
This lease has a term of 15 years and contains provisions for scheduled lease
charges. The Company's minimum commitment with respect to this lease in 1999 is
approximately $699,000. The Company has the option to purchase this home office
building and land commencing on April 27, 2000 and extending for a six month
period at a predetermined rate for the building, with the value of land based on
then existing market rates.
Other than the Company's obligations with respect to funds held as collateral
and the Company's obligation to pay claims as they arise, the Company's
commitments to pay principal and interest on the bank debt and lease expenses
as noted above, the Company has no significant cash commitments.
The Company believes that its cash flows from operations and other present
sources of capital are sufficient to sustain its needs for at least the
remainder of 1999.
The Company generated $595,000 in cash from operating activities for the three
months March 31, 1998 as compared to using $5,733,000 for the three months ended
March 31, 1999. The Company used $870,000 in cash for investing activities for
the three months ended March 31, 1998 as compared to generating $316,000 for
the three months ended March 31, 1999. The Company generated $3,173,000 in cash
from financing activities for the three months ended March 31, 1998 as compared
to generating $7,268,000 for the three months ended March 31, 1999.
Certain statements contained in this Form 10-Q regard matters which are not
historical facts and are forward looking statements. Because such forward
looking statements include risks and uncertainties, actual results may differ
materially from those expressed in or implied by such forward looking
statements. Factors that could cause actual results to differ materially
include, but are not limited to: a decline in demand for surety bonds or
specialty property and casualty insurance, the ineffectiveness of certain
management and reorganization changes made, a deterioration in results of any
of the Company's product lines, adverse loss development and associated expense
incurred by the Company due to severity or frequency of claims filed with
respect to the Company's insurance products, or a general economic
decline. The Company undertakes no obligation to release publicly the results
of any revisions to these forward looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
The table on the next page shows, for the periods indicated, the gross premiums
written, net premiums earned, net losses and loss adjustment expenses and loss
ratios for the Company's specialty property and casualty operations and surety
operations.
<PAGE>
TABLE 1
AMWEST INSURANCE GROUP, INC. AND SUBSIDIARIES
SUMMARY OF PREMIUMS AND LOSSES BY PRODUCT LINE
(Dollars in thousands)
<TABLE>
<CAPTION>
Three months ended Year ended
March 31, December 31,
Type of Bond 1999 1998 1998 1997
<S> <C> <C> <C> <C>
Total Surety
Gross premiums written $ 25,033 $ 22,634 $ 102,270 $ 82,611
Net premiums earned 21,500 21,931 84,166 70,565
Net losses and loss adjustment expenses 5,641 4,908 23,262 20,013
Other expenses 14,537 15,104 57,215 49,157
Underwriting income 1,322 1,919 3,689 1,394
Loss and loss adjustment expense ratio 26% 22% 28% 28%
Expense ratio 68% 69% 68% 70%
Combined ratio 94% 91% 96% 98%
Property & Casualty
Gross premiums written $ 7,102 $ 6,708 $ 30,549 $ 25,480
Net premiums earned 5,493 5,193 21,805 21,585
Net losses and loss adjustment expenses 3,445 4,000 17,569 14,644
Other expenses 1,982 2,197 8,047 8,804
Underwriting income (loss) 66 (1,004) (3,811) (1,863)
Loss and loss adjustment expense ratio 63% 77% 81% 68%
Expense ratio 36% 42% 37% 41%
Combined ratio 99% 119% 118% 109%
Total Company
Gross premiums written $ 32,135 $ 29,342 $ 132,819 $ 108,091
Net premiums earned 26,993 27,124 105,971 92,150
Net losses and loss adjustment expenses 9,086 8,908 40,831 34,657
Other expenses 16,519 17,301 65,262 57,961
Underwriting income (loss) 1,388 915 (122) (467)
Loss and loss adjustment expense ratio 34% 33% 39% 38%
Expense ratio 61% 64% 62% 63%
Combined ratio 95% 97% 100% 101%
</TABLE>
<PAGE>
PART II - OTHER INFORMATION
AMWEST INSURANCE GROUP, INC. AND SUBSIDIARIES
Items 1-5: LEGAL PROCEEDINGS, CHANGE IN SECURITIES, DEFAULTS UPON SENIOR
SECURITIES,SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS,
OTHER INFORMATION
None
Item 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See the Exhibit Index on page 15.
(b) Reports on Form 8-K
There were no reports filed on Form 8-K during the three
months ended March 31, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMWEST INSURANCE GROUP, INC.
Date: May 13, 1999 by: /s/ JOHN E. SAVAGE
John E. Savage
President, Chief Executive Officer
and Chief Operating Officer
(Principal Executive Officer)
by: /s/ STEVEN R. KAY
Steven R. Kay
Senior Vice-President,
Chief Financial Officer,
Treasurer and Director
(Principal Financial and
Principal Accounting Officer)
<PAGE>
AMWEST INSURANCE GROUP, INC. AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit
Number Description Location
2 Plan of acquisition, reorganization, arrangement,
liquidation or succession None
4 Instruments defining the rights of securityholders,
including indentures Not required
11 Statement re computation of per share earnings Page 8, Note 3
15 Letter re unaudited interim financial information None
18 Letter re change in accounting principles None
19 Previously unfiled documents None
20 Report furnished to security holders None
23 Published report regarding matters submitted to vote
of security holders None
24 Consents of experts and counsel None
25 Power of attorney None
28 Additional exhibits None
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000780118
<NAME> SIOBHAN HORTON
<MULTIPLIER> 1,000
<CURRENCY> U.S.DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-1-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 106,006
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 14,034
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 126,916
<CASH> 4,282
<RECOVER-REINSURE> 19,022
<DEFERRED-ACQUISITION> 20,709
<TOTAL-ASSETS> 222,931
<POLICY-LOSSES> 39,042
<UNEARNED-PREMIUMS> 50,415
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 14,500
0
0
<COMMON> 43
<OTHER-SE> 63,040
<TOTAL-LIABILITY-AND-EQUITY> 222,931
25,605
<INVESTMENT-INCOME> 1,769
<INVESTMENT-GAINS> 740
<OTHER-INCOME> 0
<BENEFITS> 9,086
<UNDERWRITING-AMORTIZATION> 12,540
<UNDERWRITING-OTHER> 3,979
<INCOME-PRETAX> 3,343
<INCOME-TAX> 977
<INCOME-CONTINUING> 2,366
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,366
<EPS-PRIMARY> .55
<EPS-DILUTED> .55
<RESERVE-OPEN> 42,244
<PROVISION-CURRENT> 10,368
<PROVISION-PRIOR> 903
<PAYMENTS-CURRENT> 6,355
<PAYMENTS-PRIOR> 8,118
<RESERVE-CLOSE> 39,042
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
