FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended March 31, 1999
Commission file number 33-27665
NYMAGIC, INC.
(Exact name of registrant as specified in its charter)
New York 13-3534162
State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
330 Madison Avenue, New York, New York
10017 (Address of principal executive offices) (zip
code)
(212) 551-0600
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal
years, 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.
On April 1, 1999 there were 9,685,492 shares of common stock, $1.00 par
value outstanding.
<PAGE>
NYMAGIC, INC.
INDEX
Part I. FINANCIAL INFORMATION: PAGE NO.
Consolidated Balance Sheets
March 31, 1999 and December 31, 1998 2
Consolidated Statements of Income
March 31, 1999 and March 31, 1998 3
Consolidated Statements of Cash Flows
March 31, 1999 and March 31, 1998 4
Notes to Consolidated Financial Statements 5
Management's Discussion And Analysis of Financial
Condition and Results of Operations 6
Part II. OTHER INFORMATION 12
1
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NYMAGIC, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
March 31, December 31,
1999 1998
---- ----
ASSETS
Investments:
Fixed maturities available for sale,
at fair value (amortized cost
$331,796,167 and $342,583,525) $340,970,316 $353,403,303
Equity securities at fair value (cost
$56,798,145 and $54,368,172) 73,860,583 73,418,473
Short-term investments 10,752,276 16,200,606
------------ ------------
Total investments 425,583,175 443,022,382
------------ ------------
Cash 1,644,250 1,583,390
Accrued investment income 5,205,031 6,189,866
Premiums and other receivables, net 35,586,229 41,422,913
Reinsurance receivables 204,408,499 199,730,802
Deferred policy acquisition costs 4,377,491 4,277,430
Prepaid reinsurance premiums 17,551,322 19,393,546
Deferred income taxes 7,090,518 5,811,741
Property, improvements and equipment, net 2,298,026 2,341,021
Other assets 6,135,865 6,547,403
------------ ------------
Total assets $709,880,406 $730,320,494
============ ============
LIABILITIES
Unpaid losses and loss adjustment expenses $394,873,951 $401,584,146
Reserve for unearned premiums 42,295,986 46,878,550
Ceded reinsurance payable 16,822,179 23,795,992
Notes payable 16,208,413 17,458,413
Other liabilities 9,173,787 11,454,977
Dividends payable 968,549 968,549
------------ -----------
Total liabilities 480,342,865 502,140,627
------------ -----------
SHAREHOLDERS' EQUITY
Common stock 15,017,892 15,017,892
Paid-in capital 28,029,410 28,029,410
Accumulated other comprehensive income 16,610,739 19,436,591
Retained earnings 212,381,730 208,198,204
------------- ------------
272,039,771 270,682,097
Treasury stock, at cost,
5,332,400 and 5,332,400 shares (42,502,230) (42,502,230)
-------------- ------------
Total shareholders' equity 229,537,541 228,179,867
------------- ------------
Total liabilities and shareholders' equity $709,880,406 $730,320,494
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
2
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NYMAGIC, INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Three months ended
March 31,
1999 1998
---- ----
Revenues:
Net premiums earned $13,542,141 $27,501,492
Net investment income 4,692,422 5,384,363
Realized investment gains 4,494,067 3,730,564
Commission and other income 52,960 340,782
------------ -------------
Total revenues 22,781,590 36,957,201
------------ ------------
Expenses:
Net losses and loss adjustment expenses incurred 7,499,047 20,879,655
Policy acquisition expenses 2,746,563 2,874,114
General and administrative expenses 5,745,558 5,873,262
Interest expense 289,593 377,811
------------ ------------
Total expenses 16,280,761 30,004,842
------------ ------------
Income before income taxes 6,500,829 6,952,359
Income taxes: --------- ---------
Current 1,157,355 1,707,388
Deferred 191,399 (131,504)
------- ---------
Total income taxes 1,348,754 1,575,884
---------- ----------
Net income $5,152,075 $5,376,475
============ ==========
Weighted average shares of common
stock outstanding-basic 9,685,492 9,669,102
Basic income per share $ .53 $ .56
============= ============
Weighted average shares of common stock
outstanding-diluted 9,685,492 9,702,134
Diluted income per share $ .53 $ .55
============= ============
Dividends declared per share $ .10 $ .10
============= ============
The accompanying notes are an integral part of these consolidated financial
statements.
3
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NYMAGIC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three months ended
March 31,
1999 1998
---- ----
Cash flows from operating activities:
Net income $ 5,152,075 $ 5,376,475
Adjustments to reconcile net income to ---------- ---------
net cash (used in) provided by operating activities:
Provision for deferred taxes 191,399 (131,504)
Realized investment gains (4,494,067) (3,730,564)
Net bond amortization 592,207 546,274
Depreciation and other, net 162,568 152,560
Changes in:
Premiums and other receivables 5,836,684 10,580,238
Reinsurance receivables (4,677,697) (10,078,213)
Ceded reinsurance payable (6,973,813) (2,012,896)
Accrued investment income 984,835 990,892
Deferred policy acquisition costs (100,061) 964,085
Prepaid reinsurance premiums 1,842,224 2,648,258
Other assets 411,538 (931,347)
Unpaid losses and loss adjustment expenses (6,710,195) 2,621,370
Reserve for unearned premiums (4,582,564) (5,204,587)
Other liabilities (2,281,190) 11,191,789
Other (95,523) 33,000
------- ------
Total adjustments (19,893,655) 7,639,355
--------------- ----------
Net cash (used in)provided by operating activities (14,741,580) 13,015,830
----------- ----------
Cash flows from investing activities:
Fixed maturities acquired (20,958,403) (36,035,087)
Equity securities acquired (16,838,238) (11,146,410)
Fixed maturities matured 13,169,208 4,626,118
Fixed maturities sold 17,622,860 29,214,047
Equity securities sold 18,698,744 14,189,843
Net sale (purchase) of short-term investments 5,446,391 (11,208,656)
Acquisition of property, equipment
and improvements (119,573) (514,257)
----------- -----------
Net cash provided by (used in) investing activities 17,020,989 (10,874,402)
---------- -----------
Cash flows from financing activities:
Proceeds from stock options exercised ----- 342,162
Cash dividends paid (968,549) (966,031)
Net repurchase of common stock -------- (112,369)
Loan principal repayments (1,250,000) (1,250,000)
------------ ---------
Net cash used in financing activities (2,218,549) (1,986,238)
----------- ----------
Net increase in cash 60,860 155,190
Cash at beginning of period 1,583,390 1,042,310
------------- ---------
Cash at end of period $ 1,644,250 $1,197,500
============== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
4
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NYMAGIC, INC.
Notes to Consolidated financial Statements
1) The interim consolidated financial statements are unaudited but, in the
opinion of management, reflect all material adjustments necessary for a
fair presentation of results for such periods. Adjustments to financial
statements consist of normal recurring items. The results of operations for
any interim period are not necessarily indicative of results for the full
year. These financial statements should be read in conjunction with the
financial statements and notes thereto contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.
2) The insurance company and agency subsidiaries underwrite commercial
insurance in four major lines of business. The Company considers ocean
marine, aviation, other liability and inland marine as appropriate segments
for purposes of evaluating the Company's overall performance. The Company
evaluates revenues and income or loss by line of business. Revenues include
premiums earned and commission income. Income or loss includes premiums
earned and commission income less the sum of losses incurred, policy
acquisition costs and other expenses.
The financial information by segment is as follows:
(in thousands)
March 31, 1999 March 31, 1998
-------------- --------------
Income Income
Segments: Revenue (Loss) Revenue (Loss)
------- ------ ------- ------
Ocean marine(a) $11,421 $729 $26,015 $1,963
Aviation 1,094 (2,284) 1,225 (2,505)
Other liability 1,009 (271) 879 (302)
Inland marine 19 (150) (423) (412)
-- ---- ---- ----
Subtotal 13,543 (1,976) 27,696 (1,256)
Other income 53 53 146 146
Net investment income 4,692 4,692 5,384 5,384
Realized investment gains 4,494 4,494 3,731 3,731
Corporate expenses --- (473) --- (676)
Interest expense --- (290) --- (378)
Income taxes --- (1,348) --- (1,575)
--------------------- -------- -------
Total $22,782 $5,152 $36,957 $5,376
======= ====== ======= ======
(a) 1999 and 1998 include revenues of approximately $1,135 and $14,259,
respectively, and income (loss) of $(497) and $(778), respectively, from the
Company's Syndicate 1265.
5
<PAGE>
NYMAGIC, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
Net income for the three months ended March 31, 1999 was $5,152,000, as
compared to $5,376,000 for the first quarter of 1998. Diluted earnings per share
for the first quarter of 1999 was $.53, compared to $.55 for the same period a
year ago. Operating income, which excludes the effects of realized capitalized
gains after taxes, was $2,231,000, or $.23 per share, for the first quarter of
1999, versus $2,952,000, or $.30 per share, for the same period of the prior
year.
For the first quarter of 1999, total revenues and net premiums written were
$22,782,000 and $10,862,000, respectively. This compares with total revenues and
net premiums written of $36,957,000 and $24,945,000, respectively, in last
year's first quarter, both of which include approximately $14.2 million relating
to a one-time assumption of premiums emanating from the Company's Lloyd's of
London Syndicate 1265. Excluding the one-time item, both net written premiums
and total revenues for the first quarter of 1999 approximated the levels
attained in last year's first quarter.
Net premiums earned by segment recorded an overall increase of 2% in 1999
when compared to the first quarter of 1998 after adjusting for the one-time
assumption of premiums in 1998. A 1% decline in ocean marine premiums earned was
recorded as competition remained intense and adversely affected premium rates.
Syndicate 1265 also contributed approximately $1.1 million in ocean marine net
premiums earned in 1999. Aviation premiums earned decreased by 10% in 1999
mainly due to the competitive rate environment. The Company maintains an
adequate level of aviation reinsurance to protect its exposure to any one loss
as the underwriting climate for gross premiums remains soft. The other liability
line increased 15% in the first quarter of 1999 as compared to 1998 and resulted
from additional premium development on prior policy year's writings.
Losses and loss adjustment expenses incurred as a percentage of net
premiums earned were 55.4% for the three months ended March 31, 1999 as compared
to 75.9% for the first quarter of 1998. The transaction involving the assumption
of premiums in 1998 was recorded at a loss ratio of approximately 100% and had
the effect of increasing the overall loss ratio substantially. Excluding this
one-time transaction, the overall loss ratio in 1998 would have been
approximately 50.2%. In the first quarter of 1999, the Company recorded a higher
loss ratio in the aviation segment of business due to increases in both the
frequency and severity of losses. In addition in 1999, the other liability
segment recorded adverse development in prior year losses in the umbrella
classes. The Company's core ocean marine segment recorded favorable net loss
experience comparable to the prior year's first quarter.
Policy acquisition costs as a percentage of net premiums earned for the
three months ended March 31, 1999 were 20.3% as compared with 10.5% for the same
period of the prior year. The increase in the ratio is primarily attributable to
the effect of the one-time assumption of premiums in 1998 which was written
without commission expense and lowered the 1998 ratio substantially.
Interest expense decreased to $290,000 for the three months ended March 31,
1999 from $378,000 for the same period of the prior year as a result of a
decrease in average loan principal outstanding.
6
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NYMAGIC, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS CONTINUED
Net investment income for the three months ended March 31, 1999 was
$4,692,000, representing a decrease of 13% from the level of net investment
income achieved in the first quarter 1998 of $5,384,000. The decline was
principally caused by a reduction in invested assets following the payment of
approximately $25.1 million in aviation insurance losses on a gross basis during
the quarter. The Company's aviation business is substantially reinsured, and
recoveries relating to these losses are expected to be received in the current
quarter.
General and administrative expenses decreased by 2% in 1999 when compared
with the first quarter of 1998. The prior year's first quarter included certain
non-recurring expenses incurred in connection with the assumption of premiums.
Excluding such expenses, the 1999 expense would have increased by 4% over 1998.
Realized investment gains of $4,494,000 for the three months ended March
31, 1999 result mainly from the sale of appreciated equity securities in
addition to sales resulting from monitoring the Company's overall exposure to
equities.
Liquidity and Capital Resources
Total investments decreased to $425.6 million at March 31, 1999 primarily
due to reductions in the investment portfolio to fund both payment of aviation
losses on a gross basis and reinsurance premium payments in 1999. This
contributed to cash flow used in operations in 1999 of $14.7 million. The
Company maintains an adequate level of reinsurance in the aviation line to
prevent such losses from significantly affecting net income. However, there may
be timing differences between the payment of gross losses by the Company and
cash collections received from reinsurers which may adversely impact cash flow
in any one period.
The Company adheres to investment guidelines as prescribed by the finance
committee of the Board of Directors. Such guidelines were conservatively
designed to provide the Company with adequate capital protection and sufficient
liquidity to meet existing obligations. The Company believes that it has
adequate resources to meet its liquidity requirements.
The Company did not repurchase shares of common stock during the first
quarter of 1999.
Other Accounting Matters
The insurance pools participated in the issuance of umbrella casualty
insurance for various Fortune 1,000 companies in the period from 1978 to 1983.
Depending on the accident year, the insurance pools' maximum net retention per
occurrence ranged from $250,000 to $500,000. The Company's effective pool
participation on such risks varied from 11% in 1978 to 30% in 1983. At March 31,
1999 and December 31, 1998, the Company's net loss and loss adjustment expense
reserves for Asbestos/Pollution policies for those periods amounted to $9.3 and
$9.0 million, respectively. As of March 31, 1999, the Company had approximately
400 policies which had at least one claim relating to Asbestos/Pollution
exposures with an insignificant number of claims filed or resolved in 1999. Net
loss and loss adjustment expense payments on Asbestos/Pollution policies
amounted to $359,000 and $73,000 for the three months ended March 31, 1999 and
1998, respectively. The Company believes that the uncertainty surrounding
Asbestos/Pollution
7
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NYMAGIC, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS CONTINUED
exposures, including issues as to insureds' liabilities, ascertainment of loss
date, definitions of occurrence, scope of coverage, policy limits and
application and interpretation of policy terms, including exclusions, all affect
the estimation of ultimate losses. Under such circumstances, it is difficult to
determine the ultimate loss for Asbestos/Pollution related claims. Given the
uncertainty in this area, losses from Asbestos/Pollution related claims are
likely to develop adversely. However, the Company believes that, in the
aggregate, the unpaid loss and loss adjustment expense reserves as of March 31,
1999, allow for an adequate provision and that the ultimate resolution of
Asbestos/Pollution claims will not have a material impact on the Company's
financial position.
Impact of Year 2000
Computer systems and electronic devices which are based on software
programs which process dates with two digits rather than four to define the
applicable year may assume that all years occur only in the 20th century. This
could cause the Company to experience a system failure or miscalculation causing
disruptions of operations controlled by such systems or devices, including,
among other things, an inability to process transactions, send invoices, engage
in actuarial analyses, compute and track payment schedules, control equipment or
engage in similar normal business activities. The Company's exposure to this
potential phenomenon is concentrated principally in its legacy hardware system,
insurance business operations software, financial applications software
(accounts payable, general ledger and other packages), business relations, and
potential underwriting losses arising from claims by insureds under the
Company's insurance policies for relief for losses resulting from the Year 2000
phenomenon.
The following discussion is based on management's best estimates, which
were derived using numerous assumptions of future events, including, without
limitation, the continuing availability of basic utilities and other resources,
the availability of trained personnel at reasonable cost, and the ability of
third parties to replace or upgrade noncompliant software and hardware at
reasonable cost. There can be no guarantee that these assumptions will prove
accurate, and, accordingly, actual results may materially differ from those
anticipated.
Readiness and Compliance Plan
The Company separated its Year 2000 compliance plan into three major
phases: (1) Information Technology; (2) Compliance by Vendors and Business
Relations; and (3) Potential Underwriting Losses. These three phases are
considered the most critical components of the Year 2000 efforts for the
Company.
Information Technology
In 1996, the Company commenced overhauling its existing legacy
mainframe computer hardware and software systems in order to improve employee
productivity and financial reporting. The Company extended the project to cover
Year 2000 concerns.
8
<PAGE>
NYMAGIC, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS CONTINUED
In June, 1998, the Company replaced its computer hardware system with a
client-server architecture which is Year 2000 compliant. The Company also
successfully upgraded its insurance business operations software so that such
software now functions with the new Year 2000 compliant operating system. The
upgraded operations software was modified subsequently to be Year 2000
compliant. The Company is currently testing and evaluating the Year 2000
compliant version of its insurance business operations software, the results of
which, have been successful. The Company expects to complete the testing of its
business operations software, which is currently on schedule, by June 30, 1999.
The Company expects that its remaining software (which includes
financial applications for accounts payable, general ledger and other packages)
will be Year 2000 compliant by June 30, 1999. The Company purchased Year 2000
compliant systems for financial applications and is currently evaluating and
testing data to ensure compliance. The Company is approximately 50% complete
with respect to this phase of its Year 2000 evaluation efforts and is currently
on schedule with its compliance plans. In the event such recently purchased
systems fail the compliance testing, the Company would seek to purchase and/or
license alternative replacement software which is Year 2000 compliant.
Compliance by Vendors and Business Relations
In connection with the Company's Year 2000 plan, the Company is in the
process of communicating with its various business relationships and vendors to
determine the extent of their Year 2000 compliance. In 1998, the Company mailed
questionnaires to approximately 300 companies which the Company considers to
have an important relationship with the Company. To date, the Company received
responses from 264 of such companies who responded that they are in the process
of becoming Year 2000 compliant before January 1, 2000. In 1999, the Company
selected the 10 largest producers for the Company, which account for
approximately 64% of the Company's 1998 gross writings for the domestic
insurance companies, and requested additional information to evidence their Year
2000 Compliance. Also, the Company is soliciting the non-responding companies to
determine the extent of their compliance. The Company is current with its
timetable on this phase of its compliance plan and believes that it will
complete analyzing the Year 2000 compliance of its vendors and business
relationships by July 1999. In the event that a business relationship does not
respond to the Company or does not demonstrate that its own systems are Year
2000 compliant, then such business relationships may need to be terminated which
may result in a material adverse effect on the Company's business,assets,
prospects, liquidity and financial condition.
Potential Underwriting Losses
Property/casualty insurance companies may have an underwriting exposure
related to the Year 2000 phenomenon. Although the Company has not received any
claims for coverage from insureds based on losses resulting from Year 2000
issues, there can be no assurance that insureds will be free from losses of this
type or that the Company will be free from claims made under the Company's
insurance policies. If any claims are made, coverage, if any, will depend on the
facts and circumstances of the claim and the provisions of the subject insurance
policy. The Company, in certain instances, has been able to include Year 2000
exclusions in its policy forms. Also, the Company is requesting information from
certain insureds as to the extent of their Year 2000 compliance. The Company
will continue to monitor policies issued throughout the 1999 year as a result of
compliance under this phase of its Year 2000 evaluation efforts. At this time,
the Company is unable to determine whether the adverse impact and/or extent of
underwriting losses, if any, in connection with the foregoing circumstances
would be material to the Company.
9
<PAGE>
NYMAGIC, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS CONTINUED
Cost of Year 2000 Compliance
The Company estimates, based on its evaluations and actions taken to
date, that the aggregate cost of its information technology project, including
the cost of achieving Year 2000 compliance, will be approximately $1,400,000 of
which approximately $1,250,000 has been expended through March 31, 1999. These
costs (excluding internal personnel expenses) are comprised of outside
consulting service costs for evaluation and upgrade of systems, acquisition
costs for new equipment and componentry, and licensing and purchase fees for new
and upgraded software. This process has not had a material impact on the status
of other internal technology projects.
Contingency Plan; Actual Results May Differ
The Company is in the beginning stages of developing a contingency plan
in the event that its insurance business operation software is not placed into
use. This plan, which has not been finalized, includes a combination of
purchasing personal computers and utilizing manual systems. The contingency plan
also addresses Year 2000 issues relating to environmental concerns. This
includes telephone and security systems, copiers, electrical availability, etc.
In addition, a disaster recovery plan is being formulated to address
environmental concerns in the event of non-compliance.
Actual results may differ materially from those anticipated. Specific
factors that might cause such material differences include, but are not limited
to, the availability and cost of personnel trained in this area, the ability to
locate suitable cost efficient replacements (or upgrades to) computer hardware
and software which are Year 2000 compliant, and the ability to correct all
relevant computer codes and similar uncertainties. There can be no assurance
that the Company will be immune from underwriting losses arising from Year 2000
issues and such losses may result in a material and adverse effect on the
Company's business, assets, liquidity and financial condition.
Market Risks
The investment portfolio has exposure to market risks which includes
the effect of adverse changes in interest rates, credit quality, equity prices
and foreign exchange rates on the portfolio. Interest rate risk includes the
changes in the fair value of fixed maturities based upon changes in interest
rates. Credit quality risk includes the risk of default by issuers of debt
securities. Foreign currency risk includes exposure to changes in foreign
exchange rates on the market value and interest income of foreign denominated
investments. Equity risk includes the potential loss from changes in the fair
value of equity securities. There have been no changes to the Company's exposure
to market risks during the quarter as compared to those disclosed in the
Company's financial statements for the year ended December 31, 1998.
Forward -Looking Statements
This Quarterly Report on Form 10-Q contains certain forward-looking
statements concerning the Company's operations, economic performance and
financial condition, including, in particular the likelihood of the Company's
success in developing and expanding its business and Year 2000 compliance. These
statements are based upon a number of assumptions and estimates which are
inherently subject to significant uncertainties and contingencies, many of which
are beyond the control of the Company, and reflect future business decisions
which are subject to change. Some of these assumptions inevitably will not
materialize, and unanticipated events will occur which will affect the Company's
results.
10
<PAGE>
NYMAGIC, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS CONTINUED
Such statements are made under the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These statements may include,
but are not limited to, projections of premium revenue, investment income, other
revenue, losses, expenses, earnings, cash flows, plans for future operations,
common stockholders' equity, investments, capital plans, dividends, plans
relating to products or services of, plans for Year 2000 compliance, and
estimates concerning the effects of litigation or other disputes, as well as
assumptions of any of the foregoing and are generally expressed with words such
as "believes," "estimates", "expects," "anticipates," "plans," "projects,"
"forecasts," "goals", "could have," "may have" and similar expressions.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
There were no reports on Form 8-K filed for the three months ended March
31, 1999.
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.
NYMAGIC, INC.
(Registrant)
Date: May 17, 1999 /s/ Vincent T. Papa
---------------- --------------------------
Vincent T. Papa
(Chief Executive Officer)
/s/ Thomas J. Iacopelli
--------------------------
Thomas J. Iacopelli
(Chief Financial Officer)
<TABLE> <S> <C>
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<MULTIPLIER> 1,000
<S> <C>
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<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<DEBT-HELD-FOR-SALE> 340,970
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