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, 2001 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 3, 2001 was 4,798,547. 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.................................23 Item 5. Other Information...................................................................23 Item 6. Exhibits and Reports on Form 8-K....................................................23 -2- PART I - FINANCIAL INFORMATION Item 1. Financial Statements American Safety Insurance Group, Ltd. and Subsidiaries Consolidated Balance Sheets December 31, March 31, 2000 2001 ----- ---- (unaudited) Assets ------ Investments: Securities available for sale, at fair value: Fixed maturities $45,985,656 $51,548,449 Common stock 162,322 1,339,387 Investment in real estate 29,786,224 36,500,716 Short-term investments 15,312,377 13,272,618 ---------- ---------- Total investments 91,246,579 102,661,170 Cash 3,784,102 3,628,591 Restricted Cash 6,117,682 8,207,472 Accrued investment and interest income 1,543,675 2,066,753 Notes receivable 8,878,018 9,054,183 Premiums receivable 33,344,382 31,554,607 Commissions receivable - 26,033 Funds on deposit 298,000 648,072 Ceded unearned premium 22,190,095 19,717,775 Reinsurance recoverable 27,929,794 35,019,861 Due from affiliate 985,320 3,348,869 Income tax recoverable 160,333 - Deferred income taxes 1,543,272 1,582,589 Deferred Acquisition Costs 3,039,144 4,810,993 Property, plant and equipment 935,743 1,043,815 Prepaid Items 1,755,191 1,852,558 Goodwill 1,553,863 1,532,055 Other assets 1,992,923 2,129,061 ------------- -------------- Total assets $207,298,116 $228,884,457 ============ ============ Liabilities and Shareholders' Equity ------------------------------------ Liabilities: Unpaid losses and loss adjustment expenses $50,508,627 $64,649,518 Unearned premiums 41,953,354 49,692,600 Reinsurance on paid loss and loss adjustment expenses 928,865 214,975 Ceded premiums payable 24,311,656 16,886,168 Due to affiliate: Ceded premiums payable 567,786 328,057 Reinsurance on paid loss and loss adjustment expenses 229,790 - Escrow Deposits 6,200,182 8,773,894 Accounts payable and accrued expenses 6,384,429 6,695,623 Funds held 4,861,472 4,680,791 Loan payable 11,435,221 16,253,750 Collateral held 1,544,839 1,067,319 Income tax payable - 358,938 -1- Unearned Loan Fees 568,750 487,500 ----------- ----------- Total liabilities 149,494,971 170,089,133 ----------- ----------- 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, 2000, 6,281,386 shares, and at March 31, 2001, 6,281,386 shares 62,814 62,814 Additional paid-in capital 35,148,577 35,148,577 Retained earnings 29,262,582 31,160,251 Accumulated other comprehensive income, net 428,085 910,457 Treasury Stock, 1,267,200 shares at December 31, 2000 and 1,477,839 shares at March 31, 2001 (7,098,913) (8,486,775) ------------ ------------ Total shareholders' equity 57,803,145 58,795,324 ------------ ------------ Total liabilities and shareholders's equity $207,298,116 $228,884,457 ============ ============ See accompanying notes to consolidated financial statements (unaudited). -2- American Safety Insurance Group, Ltd. and Subsidiaries Consolidated Statements of Earnings (Unaudited) Three Months Ended March 31, 2000 2001 ---- ---- Revenues: Direct premiums earned $ 3,159,207 $ 23,007,062 Assumed premiums earned: Affiliate 995,736 2,462,812 Nonaffiliates 2,412,417 3,759,342 ----------- --------- Total assumed premiums earned 3,408,153 6,222,154 ----------- --------- Ceded premiums earned: Affiliate 846,088 1,377,007 Nonaffiliates 1,657,949 14,483,191 ----------- ---------- Total ceded premiums earned 2,504,037 15,860,198 ----------- ---------- Net premiums earned 4,063,323 13,369,018 ----------- ---------- Net investment income 729,102 857,512 Interest on notes receivable 434,594 275,932 Brokerage commission income 473,139 490,943 Management fees from affiliate 367,000 363,805 Net realized gains (losses) (126,047) 239,519 Other income 656,162 659,859 ----------- ---------- Total revenues 6,597,273 16,256,588 ----------- ---------- Expenses: Losses and loss adjustment expenses incurred 2,797,099 8,097,967 Acquisition expenses 763,048 2,142,255 Payroll and related expenses 1,628,224 2,086,937 Other expenses 886,066 1,664,789 Expense due to rescission 3,541,848 - ----------- ----------- Total expenses 9,616,285 13,991,948 ----------- ---------- Earnings (loss) before income taxes (3,019,012) 2,264,640 Income taxes (benefit) (1,070,259) 366,971 ----------- ---------- Net earnings (loss) $(1,948,753) $1,897,669 ============ ========== Net earnings (loss) per share: Basic $ ( 0.33) $ 0.39 ---------- -------- Diluted $ ( 0.33) $ 0.38 ---------- -------- Common shares used in computing earnings per share: Basic 5,926,654 4,882,375 ========= ========= Diluted 5,931,996 4,962,112 ========= ========= See accompanying notes to consolidated financial statements (unaudited). -3- American Safety Insurance Group, Ltd. and Subsidiaries Consolidated Statements of Cash Flow (Unaudited) Three months ended March 31, --------- 2000 2001 ---- ---- Cash flow from operating activities: Net earnings $(1,948,753) $1,897,669 Adjustments to reconcile net earnings to net cash provided by operating activities: Realized gains/losses on sale of investments 126,047 (239,519) Amortization of deferred acquisition costs 678,192 (1,771,849) Change in: Accrued investment and interest income (259,039) (523,078) Premiums receivable (969,773) 1,789,775 Commissions receivable (5,702) (26,033) Reinsurance recoverable and ceded unearned premiums (2,968,321) (5,331,637) Unearned loan fees - (81,250) Funds held by reinsured 95,734 (180,681) Due from affiliate (74,777) (2,363,549) Funds on Deposit (11,323) (386,072) Income taxes (1,554,507) 479,954 Unpaid losses and loss adjustment expenses 1,123,014 14,140,891 Unearned premiums 3,365,859 7,739,246 Liability for deductible fees held (41,014) - Ceded premiums payable 2,146,443 (7,425,488) Due to affiliate 342,945 (469,519) Accounts payable and accrued expenses 1,561,978 311,194 Collateral (283,037) (477,520) Prepaid items 30,806 (97,367) Other, net (210,145) 93,310 ------------ --------- Net cash provided by operating activities 1,144,627 7,078,477 ----------- --------- Cash flow from investing activities: Purchases of fixed maturities - (10,849,760) Purchases of Equity Investments (4,898,758) (1,177,155) Proceeds from maturity and redemption of fixed maturities - 821,207 Proceeds from sale of fixed maturities 4,008,167 5,016,101 Proceeds from sale of equity investments 4,591,753 - Purchase of Trafalgar Insurance Company (7,050,877) - Increase in Investment in Real Estate (1,068,981) (6,714,492) Increase in short-term investments 2,178,744 2,039,759 Proceeds from notes receivable - related parties 1,530,000 - Advances in notes receivable - other (821,792) (176,165) Purchase of fixed assets, net (64,199) (108,072) ------------- ------------ Net cash used in investing activities (1,595,943) (11,148,577) ------------- ------------ Cash flow from financing activities: Purchase of treasury stock (665,119) (1,387,862) Proceeds from loan payable 11,648,855 4,818,529 Proceeds from escrow deposits - 2,573,712 ------------ ---------- Net cash provided by financing activities 10,983,736 6,004,379 ------------ ---------- Net increase (decrease) in cash 10,532,420 1,934,279 Cash at beginning of period 427,154 9,901,784 ------------ ---------- Cash at end of period $10,959,574 $11,836,063 =========== =========== NONCASH ITEMS Operating activities: Recoverable due to rescission in other assets (1,323,000) - Financing activities: - - Issuance of common stock 1,323,000 - ------------ --------------- Net noncash adjustments - - ============ =============== See accompanying notes to consolidated financial statements (unaudited). -4- American Safety Insurance Group, Ltd. and Subsidiaries Consolidated Statements of Comprehensive Earnings (Unaudited) Three months ended March 31, ------------------------------- 2000 2001 ---- ---- Net earnings (loss) $(1,948,753) $1,897,669 Other comprehensive earnings before income taxes: Unrealized gains on securities available for sale 16,913 835,242 Reclassification adjustment for realized (gains) losses included in net earnings 126,047 (239,519) ----------- --------- Total other comprehensive earnings before taxes 142,960 595,723 Income tax expense (benefit) related to items of comprehensive income (234,263) 113,351 ------------ ---------- Other comprehensive earnings net of income taxes 377,223 482,372 ----------- ---------- Total comprehensive earnings (loss) $(1,571,530) $2,380,041 ============ ========== See accompanying notes to consolidated financial statements (unaudited). -5- 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 accounting principles generally accepted in the United States of America 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, 2001 may not be indicative of the results that may be expected for the full year ending December 31, 2001. 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, 2000. 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 (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133, as amended, 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 adoption of SFAS No. 133, as amended, did not have a material impact on the Company's consolidated financial position and results of operation. -6- In September 2000, the FASB issued SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities-a replacement of FASB Statement No. 125. SFAS No. 140 revises the standards of accounting for securitizations and other transfers of financial assets and collateral and requires certain disclosures not previously required under SFAS No. 125. This statement is effective for all transfers and servicing of financial assets and liabilities occurring after March 31, 2001. For recognition and reclassification of collateral and for disclosures relating to securitization transactions and collateral, it is effective for fiscal years ended after December 15, 2000. The Company is currently assessing the impact of SFAS No. 140, but does not believe that the statement will have a material impact on the Company's consolidated financial position and results of operation. 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. -7- 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. 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, 2000 and March 31, 2001 are as follows: Gross Gross Amortized unrealized unrealized Estimated Cost gains losses fair value December 31, 2000: Securities available for sale: Fixed maturities: U.S. Treasury securities and obligations of U.S. Government corporations and agencies $ 30,952,452 $615,498 $112,524 31,455,426 Obligations of states and political subdivisions 6,083,661 190,974 - 6,274,635 Corporate securities 6,799,319 17,688 153,243 6,663,764 Mortgage-backed securities 1,562,888 31,997 3,054 1,591,831 --------- ------- --------- --------- Total fixed maturities 45,398,320 856,157 268,821 45,985,656 Equity investments - common stocks 162,322 - - 162,322 ----------- -------- -------- ----------- Total $45,560,642 $856,157 $268,821 $46,147,978 =========== ======== ======== =========== March 31, 2001: Securities available for sale: Fixed maturities: U.S. Treasury securities and obligations of U.S. Government corporations and agencies $32,711,996 $1,015,802 $13,964 $33,713,834 Obligations of states and political subdivisions 636,503 20,721 - 657,224 Corporate securities 13,319,497 104,585 17,506 13,406,576 Mortgage-backed securities 3,697,393 76,707 3,285 3,770,815 ----------- ---------- --------- ----------- Total fixed maturities 50,365,389 1,217,815 34,755 51,548,449 Equity investments - common stocks 1,339,387 - - 1,339,387 ----------- ---------- -------- ----------- Total $51,704,776 $1,217,815 $34,755 $52,887,836 =========== ========== ======= =========== -8- 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 and this item is reflected in the segment United States-Real Estate. 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, general construction 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. -9- (c) Information about segment profit or loss and assets: Three Months Ended March 31, 2000 2001 ---- ---- United States - Insurance Net premiums earned - All other $ 4,782,989 $12,726,831 Net premiums earned - Intersegment (1,551,002) (2,469,582) Net investment income and interest on notes receivable 312,567 662,588 Other revenues 786,914 1,735,852 ------------ --------- Total revenues 4,331,468 12,665,689 Interest expense - - Depreciation and amortization expense 34,469 62,182 Equity in net earnings of subsidiaries (3,070,300) 846,942 Income taxes (1,070,259) 452,197 Segment profit/(loss) (2,000,041) 849,286 Significant noncash items other than depreciation and amortization - - Property, plant and equipment 462,661 732,046 Total investments 37,997,156 57,823,164 Total assets 87,338,785 169,453,203 Total policy and contract liabilities 27,508,968 106,754,585 Total liabilities 60,403,070 140,053,276 United States - Real Estate Net premiums earned - All other - - Net premiums earned - Intersegment - - Net investment income and interest on notes receivable - - Other revenues - 864 ------- --------- Total revenues - 864 Interest expense - - Depreciation and amortization expense - 14,493 Equity in net earnings of subsidiaries - - Income taxes - (85,226) Segment profit/(loss) - (165,439) Significant noncash items other than depreciation and amortization - - Property, plant and equipment - 311,769 Total investments - 31,780,364 Total assets - 36,497,204 Total policy and contract liabilities - - Total liabilities - 27,335,385 -10- Three Months Ended March 31, Bermuda Net premiums earned - All other 519,589 642,187 Net premiums earned - Intersegment 1,551,002 2,469,582 Net investment income and interest on notes receivable 851,129 470,856 Other revenues 519,515 37,500 --------- ---------- Total revenues 3,441,235 3,620,125 Interest expense - - Depreciation and amortization expense - - Equity in net earnings of subsidiaries (890,890) (1,626,479) Income taxes - - Segment profit 51,288 1,213,822 Significant noncash items other than depreciation and amortization - - Property, plant and equipment 835,832 - Total investments 53,602,506 62,911,219 Total assets 95,804,898 89,332,513 Total policy and contract liabilities 13,837,066 17,903,538 Total liabilities 17,661,013 19,245,358 Intersegment Eliminations Net premiums earned - All Other - - Net premiums earned - Intersegment - - Net investment income and interest on notes receivable - - Other revenues (178,804) (20,090) --------- ------------ Total revenues (178,804) (20,090) Interest expense - - Depreciation and amortization expense - - Equity in net earnings of subsidiaries 890,890 779,537 Income taxes - - Segment profit (loss) - - Significant noncash items other than depreciation and amortization - - Property, plant and equipment - - Total investments (44,952,489) (49,853,577) Total assets (60,330,326) (66,398,463) Total policy and contract liabilities (6,947,583) (10,316,005) Total liabilities (15,377,837) (16,544,886) -11- Three Months Ended March 31, Total Net premiums earned - All other 5,302,578 13,369,018 Net premiums earned - Intersegment - - Net investment income and interest on notes receivable 1,163,696 1,133,444 Other revenues 1,127,625 1,754,126 --------- ---------- Total revenues 7,593,899 16,256,588 Interest expense - - Depreciation and amortization expense 34,469 76,675 Equity in net earnings of subsidiaries - - Income taxes (1,070,259) 366,971 Segment profit (loss) (1,948,753) 1,897,669 Significant noncash items other than depreciation and amortization - - Property, plant and equipment 1,298,493 1,043,815 Total investments 59,755,996 102,661,170 Total assets 122,813,357 228,884,457 Total policy and contract liabilities 34,398,451 114,342,118 Total liabilities 62,686,246 170,089,133 Note 6 - Shareholder Matters During the quarter ended March 31, 2001, the Company repurchased 210,639 shares of its stock at a total price of $1,387,862 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. As of December 31, 2000 and March 31, 2001, the investment in real estate for the Harbour Village project is as follows (in thousands): -12- December 31, 2000 March 31, 2001 ----------------- -------------- Land $11,989 $11,989 Capitalized overhead, interest and taxes 3,886 4,323 Work in process 8,961 15,468 ----- ------ Total $24,836 $31,780 ======= ======= Note 8 - Income Taxes Total income tax (benefit) for the quarters ended March 31, 2000 and 2001 were allocated as follows: Quarter Ended March 31, 2000 2001 ---- ---- Tax benefit attributable to: Income from continuing operations (1,070,259) 366,971 Unrealized losses on securities available for sale (232,639) 112,944 ------------- ------- Total $ (1,302,898) $479,915 ============ ======= U.S. Federal and state income tax expense from continuing operations consists of the following components: Current Deferred Total ------- -------- ----- March 31, 2000 (1,132,235) 61,976 (1,070,259) March 31, 2001 519,232 (152,261) 366,971 The state income tax components aggregated $(4,461) and $21,905 for the quarters ended March 31, 2000 and 2001, respectively. Income tax expense for the quarters ended March 31, 2000 and 2001 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: -13- March 31, 2000 2001 ---- ---- Expected income tax expense $(1,026,464) $769,978 Foreign earned income not subject to U.S. taxation (17,438) (412,699) Tax-exempt interest (28,643) (15,275) State taxes and other 2,286 24,967 ------------ -------- $(1,070,259) $366,971 =========== ======= 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, 2000 2001 ---- ---- Deferred tax assets: Loss reserve discounting $ 1,075,061 $ 1,558,963 Unearned premium reserves 1,209,162 1,859,470 Difference between tax and GAAP basis of Harbour Village Project - 3,854,177 Net operating loss carry forward 398,597 - ----------- ------------ Gross deferred tax assets 2,682,820 7,272,610 less: Valuation allowance - (3,854,177) ---------- ---------- Gross deferral tax assets, net of valuation allowance 2,682,820 3,418,433 ---------- ---------- Deferred tax liabilities: Deferred acquisition costs 978,785 1,562,089 Unrealized gain on securities 159,251 272,195 Other 1,512 1,560 ---------- ------------ Gross Deferred tax liabilities 1,139,548 1,835,844 ---------- --------- Net deferred tax asset $1,543,272 $1,582,589 ========= ========= -14- The valuation allowance in the above table is related to the Harbour Village project. This allowance will decrease as condominium units and boat slips are closed. The Company will continue to monitor this valuation allowance in future periods. 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 risks and other specialty risks, and provides a broad range of financial services and products to middle market businesses. The Company is also the owner/developer of the Harbour Village Golf & Yacht Club, a residential condominium, marina and golf course project in Ponce Inlet, Florida.. 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 industry 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 reinsurance costs and availability, and changes in levels of general business activity and economic conditions. 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. -15- Results of Operations The following table sets forth the Company's consolidated revenues: Three Months Ended March 31, ------------------------------------------------------------------------------------------- 1999 to 2000 to 1999 2000 2001 2000 2001 --------------- ------------ ----------------- ------------------ --------------- (Dollars in thousands) ----------------------------------------------------------------------------------- Net Premiums earned: Reinsurance: Workers' compensation $1,370 $2,371 $2,711 73.1% 14.3% General liability 643 744 2,708 15.7 264.0 Auto Liability 13 - - (100.0) - ------- -------- ------- ------ ------ Total reinsurance 2,026 3,115 5,419 53.8 74.0 ------- ------- ------- ------ ------ Primary insurance: Commercial Line - 259 771 - 197.7 Workers' compensation - - 639 - - Surety 283 546 2,025 92.9 270.9 General Liability - - 2,969 - - Program Business 18 143 1,546 694.4 981.1 ------ ------- -------- ------- --------- Total primary insurance 301 948 7,950 215.0 738.6 ------ ------- -------- ------- --------- Total net premiums earned 2,327 4,063 13,369 74.6 229.0 ------ ------ -------- ------- ---------- Net investment income 699 729 858 4.3 17.7 Interest on notes receivable 926 435 276 (53.0) (36.6) Commission and fee income: Brokerage commission income 443 473 491 6.8 3.8 Management fees from affiliate 341 367 364 7.6 (0.8) -------- -------- --- --------- ---------- Total commission and fee income 784 840 855 7.1 1.8 -------- -------- --- --------- ---------- Net realized gains (losses) (1) (126) 240 (12,500.0) 290.5 Other income 79 656 660 730.4 0.6 --------- -------- --- --------- ---------- Total Revenues $4,814 $6,597 $16,258 37.0% 146.4% ------ ------ ------- -------- --------- The following table sets forth the components of the Company's GAAP combined ratio for the periods indicated: Three months ended March 31, --------- 1999 2000 2001 ---- ---- ---- Insurance operations: Loss and loss adjustment expense ratio 53.7% 68.8% 60.6% Expense ratio 16.6 33.3 25.2 ---- ----- ---- Combined ratio 70.3% 102.1% 85.8% ---- ----- ---- Quarter Ended March 31, 2001 Compared to Quarter Ended March 31, 2000 Net Premiums Earned. Net premiums earned increased 229% from $4.1 million in the quarter ended March 31, 2000 to $13.4 million in the quarter ended March 31, 2001. The principal factors accounting for the increase were an increase in program business premiums by 981.1% or $1.4 million, an increase in surety premiums by 270.9% or $1.5 million, an increase in commercial lines premiums of 197.7% or $512,000, an increase in general liability reinsurance premiums of 264% or $2.0 million, and an increase in workers' compensation premiums of 14.3% or $340,000. Net Investment Income. Net investment income increased 17.7% from $729,000 in the quarter ended March 31, 2000 to $858,000 in the quarter ended March 31, 2001 due to higher levels of invested assets generated from positive cash flows from operations. The average pre-tax yield on investments was 6.2% in the quarter ended March 31, 2000 and 5.4% in the quarter ended March 31, 2001. The average after-tax yield on investments was 5.5% in the quarter ended March 31, 2000 and 4.1% in the quarter ended March 31, 2001. Interest from Notes Receivable. Interest from notes receivable decreased 36.6% from $435,000 in the quarter ended March 31, 2000 to $276,000 in the quarter ended March 31, 2001 due to repayment of various loans. Average notes receivable decreased to $9.0 million from $12.6 million for the quarter. Brokerage Commission Income. Income from insurance brokerage operations increased 3.8% from $473,000 in the quarter ended March 31, 2000 to $491,000 in the quarter ended March 31, 2001 due to slightly higher levels of premiums produced by the risk retention group affiliate. Management Fees. Management fees were $364,000 in the quarter ended March 31, 2000 and $367,000 in the quarter ended March 31, 2001. These fees are derived from services provided by the Company to its risk retention group affiliate, which services remained consistent as compared to the prior period. Net Realized Gains and Losses. Net realized gains and losses increased from a loss of $126,000 in the quarter ended March 31, 2000 to a gain of $240,000 for the quarter ended March 31, 2001 due to the sale of bonds in the Company's investment portfolio. Other Income. Other income increased from $656,000 in the quarter ended March 31, 2000 to $660,000 for the quarter ended March 31, 2001 as a result of fees generated by the Company's financial services subsidiary. No assurance can be given as to the regularity or amount of such fees being generated by the Company's financial services subsidiary. Losses and Loss Adjustment Expenses. Losses and loss adjustment expenses increased 189.5% from $2.8 million in the quarter ended March 31, 2000 to $8.1 million in the quarter ended March 31, 2001 due to an increase in net premiums earned. Increases in commercial lines and surety premiums accounted for the largest portion of the increase in the losses and loss adjustment expenses. During the quarter ended March 31, 2001, the Company also recognized $250,000 of -16- reserve redundancies in certain older accident years relating to the environmental line of business. The Company will continue to monitor its reserves and recognize any future redundancies if and when appropriate. Acquisition Expenses. Policy acquisition expenses increased 180.7% from $763,000 in the quarter ended March 31, 2000 to $2.1 million in the quarter ended March 31, 2001 as a result of increased premiums earned. Premium tax expense also increased to $781,000 from $224,000 due to higher volumes of direct premiums earned. Payroll and Other Expenses. Payroll and other expenses increased 49.2% from $2.5 million in the quarter ended March 31, 2000 to $3.8 million in the quarter ended March 31, 2001 as a result of increased payroll and related expenses in the Company's newer business units and non- capitalizable expenses of $252,000 related to the development of the Harbour Village project. Income Taxes. Federal and state income taxes increased from a benefit of $1.1 million in the quarter ended March 31, 2000 to an expense of $367,000 in the quarter ended March 31, 2001 due to higher levels of income in the Company's U.S. subsidiaries' operations. Quarter Ended March 31, 2000 Compared to Quarter Ended March 31, 1999 Net Premiums Earned. Net premiums earned increased 74.6% from $2.3 million in the quarter ended March 31, 1999 to $4.1 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 $2.4 million in the quarter ended March 31, 2000. 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 92.9% from $283,000 in the quarter ended March 31, 1999 to $546,000 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. -17- Brokerage Commission Income. Income from insurance brokerage operations increased 6.8% from $443,000 in the quarter ended March 31, 1999 to $473,000 in the quarter ended March 31, 2000 as a result of higher levels of premiums produced by our non-subsidiary affiliate. 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. Acquisition Expenses. Policy acquisition expenses increased 336.2% from ($323,000) in the quarter ended March 31, 1999 to $763,000 in the quarter ended March 31, 2000 as a result of increased premiums production. Payroll and Other Expenses. Payroll and other expenses increased 56.3% from $1.6 million in the quarter ended March 31, 1999 to $2.5 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. 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. -18- Liquidity and Capital Resources The Company historically has met its cash requirements and financed its growth principally through cash flows generated from operations. During the past decade, the Company has operated in a soft market cycle which was characterized by excess insurance capacity and declining insurance premium rates; however, commencing in fiscal year 2000 the Company has operated in a hardening market with increased insurance premium rates for workers' compensation and excess and surplus lines. The Company's primary sources of cash flow are proceeds from the sale or maturity of invested assets, premiums earned, investment income, 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 requirements 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 the short-term needs of its insurance business and the Company's invested assets are sufficient for the long-term needs of its insurance business. The Company also purchases reinsurance to mitigate the effect of large claims and to help stabilize demands on its liquidity. On a consolidated basis, net cash provided from operations was $1.1 million for the three months ended March 31, 2000 and $7.1 million for the three months ended March 31, 2001. The positive cash flows for said periods were primarily attributable to net premiums written and net earnings. Because workers' compensation and general liability claims may be paid over an extended period of time, the Company has established 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 $207.3 million at December 31, 2000 to $228.9 million at March 31, 2001 primarily due to increases in premiums receivable, reinsurance recoverables and real estate investments. Cash, invested assets and notes receivable increased from $110.1 million at December 31, 2000 to $123.5 million at March 31, 2001, as a result of increases in net premiums written, investment income and real estate. At March 31, 2001, the Company has repurchased 1,477,839 shares of its common stock at a total cost of $8.5 million since January 1999. 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. 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. -19- Harbour Village Development. The Company announced in March 2000 its plans to complete development of the Harbour Village Golf and Yacht Club ("Harbour Village"), 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 Harbour Village property (comprising 173 acres) was acquired by the Company through foreclosure in April 1999, and has been under development by its subsidiary, Ponce Lighthouse Properties, Inc. and its general contracting subsidiary, Rivermar Contracting Company. The number of residential condominium units planned for the project has been increased from 786 to 809. As of May 10, 2001, the Company's marketing efforts had generated approximately $90 million of pre-sales of condominium units and boat slips. 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. In July 2000, the Company closed a $37 million acquisition, development and construction loan facility in order to commence construction of Phase I of the project. Through March 31, 2001, the Company had borrowed approximately $16 million from this loan facility. The estimated construction and development cost for the entire Harbour Village project is approximately $200 million over a three to five year period. Phase I of the development currently under construction consists of site work including a 142-boat slip marina, 294 residential units, and related 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 the development of the Harbour Village project. Management believes that the bank credit facility, together with anticipated cash flows from marketing and sales operations, will meet the liquidity needs for the construction and development of Phase I of the Harbour Village project during the first 24 months of development. There can be no assurance, however, that the amounts available from the Company's sources of liquidity, exclusive of the bank credit facility for the project, will be sufficient or available to meet the Company's future capital needs for the project. 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. -20- 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. Combined Ratio The combined ratio of an insurance company measures only the underwriting results of insurance operations and not the profitability of the overall company. The Company's reported combined ratio for its insurance operations may not provide an accurate 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. Depending on the Company's mix of business going-forward, the combined ratio may fluctuate from time to time and may not reflect the overall profitability of insurance programs to the Company. Reserves Certain of the Company's insurance policies and reinsurance assumed, including general and pollution liability policies covering environmental remediation risks, as well as workers' compensation policies, may be subject to claims brought years after an incident has occurred or the policy period has ended. The Company is required to maintain reserves to cover its estimated liability for losses and loss adjustment expenses with respect to reported and unreported claims incurred. The Company engages an independent internationally recognized actuarial consulting firm to provide reserve studies, opinions and rate studies. Reserves are estimates at a given time, which are established from actuarial and statistical projections by the Company of the ultimate settlement and administration costs of claims occurring on or prior to such time, including claims that have not yet been reported to the insurer. The establishment of appropriate loss reserves is an inherently uncertain process, and there can be no assurance that the ultimate payments will not materially exceed the Company's reserves. Item 3. Quantitative and Qualitative Disclosures About Market Risks. The Company's market risk has not changed materially since December 31, 2000. -21- 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. Timothy E. Walsh resigned as a director of the Company effective April 11, 2001. 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 (b) Reports on Form 8-K. None. -22- 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 2001. 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) -23- Exhibit 11 American Safety Insurance Group, Ltd. and subsidiaries Computation of Earnings Per Share Three Months Ended ------------------- March 31, March 31, 2000 2001 ------ ----- Basic: Earnings (loss) available to common shareholders......................................... $(1,948,753) $1,897,669 ============ ========== Weighted average common shares outstanding................................................. 5,926,654 4,882,375 Basic earnings (loss) per common shares ............. $ ( .33) $ .39 ============ ======== Diluted: Earnings (loss) available to common shareholders......................................... $(1,948,753) $1,897,669 ========== ========== Weighted average common shares outstanding.......................................... 5,926,654 4,882,375 Weighted average common shares equivalents associated with options.................. 5,342 79,737 Total weighted average common shares............................................... 5,931,996 4,962,112 ========= ========= Diluted earnings (loss) per common shares............ $ (.33) $ .38 ============== ========== -24-
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10-Q Filing
American Safety Insurance Inactive 10-Q2001 Q1 Quarterly report
Filed: 15 May 01, 12:00am