FALSE000140152100014015212023-08-212023-08-21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 21, 2023
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AMERICAN COASTAL INSURANCE CORPORATION |
(Exact name of registrant as specified in its charter) |
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Delaware | | 001-35761 | | 75-3241967 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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800 2nd Avenue S. | | | | | 33701 |
Saint Petersburg, | FL | | | | |
(Address of principal executive offices) | | | | | (Zip Code) |
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| | | (727) | 895-7737 | | |
| | | (Registrant's telephone number, including area code) | | |
UNITED INSURANCE HOLDINGS CORP. |
(Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Common stock, $0.0001 par value per share | ACIC | Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
The Company has identified certain errors related to the reporting of discontinued operations for the previously issued unaudited condensed consolidated financial statements for the three months ended March 31, 2023, which errors had the effect of understating the net income for the three months ended March 31, 2023 by approximately $6.4 million. These errors were discovered in the course of preparing the Company’s interim financial statements for the fiscal quarter ended June 30, 2023, and included errors in the Company’s accounting for income tax expense primarily relating to the deconsolidation of the Company’s former subsidiary, United Property & Casualty Insurance Company.
As a result, on August 17, 2023, the Company determined that the Company’s previously issued unaudited condensed consolidated financial statements as of and for the quarterly periods ended March 31, 2023 and March 31, 2022 included in the associated Form 10-Q filing with the Securities and Exchange Commission (“SEC”), should no longer be relied upon solely as a result of the above-described error. Any previously issued or filed reports, press releases, earnings releases, and investor presentations or other communications describing the Company’s condensed consolidated financial statements, financial results, and other related financial information covering such period should no longer be relied upon.
The Company intends to promptly file restated financial statements for the three months ended March 31, 2023 on Form 10-Q/A.
All estimates contained in this report are subject to change as management completes the Form 10-Q/A.
The Audit Committee has discussed the matters described in this Form 8-K with its independent registered accounting firm, Deloitte & Touche LLP.
Item 7.01: Regulation FD Disclosure.
The executive officers of the Company intend to use the materials filed herewith, in whole or in part, in one or more meetings with investors and analysts, beginning on August 21, 2023. A copy of the investor presentation is attached hereto as Exhibit 99.1.
The information furnished under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.
Item 9.01. Financial Statements and Exhibits
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Exhibit No. | | Description |
| | Investor presentation issued by the Company on August 21, 2023 |
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104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
These Items 4.02, 7.01 and 9.01 may contain forward-looking statements about our restated financial statement. In particular, these include statements relating to future actions, performance or financial results, including without limitation, statements regarding the Company’s expectations and preliminary estimates of the impact of the restatement on the Company’s unaudited condensed consolidated financial statements for the three months ended March 31, 2023; the scope of the restatement; and the expected timing of the filing of the restated financial statements. The Company believes these statements are based on reasonable estimates, assumptions and plans. However, if the estimates, assumptions, or plans underlying the forward-looking statements prove inaccurate or if other risks or uncertainties arise, actual results could differ materially from those expressed in, or implied by, the forward-looking statements. These statements are made subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements do not relate strictly to historical or current facts and may be identified by their use of words such as “may,” “will,” “expect,” "endeavor," "project," “believe,” "plan," “anticipate,” “intend,” “could,” “would,” “estimate” or “continue” or the negative variations thereof or comparable terminology. Factors that could cause actual results to differ materially may be found in the Company's filings with the U.S. Securities and Exchange Commission, in the “Risk Factors” section in the Company's most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date on which
they are made, and, except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.
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| | AMERICAN COASTAL INSURANCE CORPORATION |
August 21, 2023 | By: | /s/ B. Bradford Martz |
| | B. Bradford Martz, President and Chief Financial Officer (principal financial officer and principal accounting officer) |
First & Second Quarter 2023 Update August 21, 2023 Investor Presentation
2 Company Overview ACIC is a specialty underwriter of catastrophe exposed property insurance. American Coastal Insurance Corp. (Nasdaq: ACIC - effective 8.15.2023) is the insurance holding company for two P&C carriers: American Coastal Insurance Company (AmCoastal) and Interboro Insurance Company (IIC) along with other operating affiliates. AmCoastal has the #1 market share of commercial residential property insurance (commercial lines) in Florida with roughly 4,600 policies and $617 million of premium in-force. IIC’s homeowners & fire insurance products (personal lines) are written exclusively in New York with approximately 15,800 policies and $33 million of premium in-force. ACIC as of June 30, 2023 Total Assets: $1.44 billion Total Equity: $112.4 million Annualized Revenue: $339.2 million Employees: 84 Headquarters: St. Petersburg, FL Credit Rating: BB+ (Kroll) Specialty Commercial Property Specialty Homeowners
3 Executive Summary • Q2-23 Results • Non-GAAP Core Income of $26.2m ($0.60) increased $36.9m (345%) from a loss of -$10.7m (-$0.25) y/y excluding discontinued operations. • Net income from continuing operations of $20.4m ($0.47) improved $33.7m (253%) from a loss of -$13.3m (-$0.31) last year driven by strong underwriting performance in commercial lines. Our combined ratio of 67.7% improved from 76.9% in the same period last year. • Gross premiums earned of $158.2m grew $28.7m (+22%) due to improving rate adequacy in commercial lines. • Current year catastrophe losses of $6.5m were mostly offset by favorable prior year reserve development of $5.2m in the current quarter. • Investment losses of -$5.2m (-$0.12) net of tax were incurred due to the sale of fixed maturity investments required to fund loss and reinsurance payment obligations during the period but are not expected to recur. • Stockholders’ equity attributable to ACIC as of June 30, 2023, increased to $112.4m or $2.59 per share and $3.07 per share excluding unrealized losses in accumulated other comprehensive income. • Other Highlights • Successfully completed our 6/1/23 catastrophe reinsurance programs for AmCoastal & IIC. AmCoastal’s retention is $10m and UPC Re has a maximum retention of $2.25m if AmCoastal’s Layer 1 is exhausted. IIC’s is $3m per occurrence and UPC Re has no exposure to IIC’s program. • Our name changed from United Insurance Holdings Corp. (Nasdaq: UIHC) to American Coastal Insurance Corp. with our new ticker symbol (Nasdaq: ACIC) becoming effective on August 15, 2023. • Errors related to discontinued operations & income taxes required us to restate results for 1Q-23 and created differences from our earnings release on August 10, 2023.
4 2Q-23 Summary Results A combined ratio of 67.7% combined with premium growth fueled significant improvements y/y. ¹ 2022 amounts recast for discontinued operations. $ in thousands, except per share amounts Q2-23 Q2-22 ¹ Change 2023 2022 ¹ Change Net income (loss) 17,779$ (69,029)$ n/m 285,059$ (102,201)$ n/m per diluted share (EPS) 0.42$ (1.60)$ 6.52$ (2.37)$ Reconciliation to core income (loss), net of tax: Investment gains (losses) (5,201)$ (1,950)$ (4,892)$ (2,529)$ Amortization of intangible assets (641)$ (641)$ (1,282)$ (1,283)$ Gain (loss) from discontinued operations (2,573)$ (55,744)$ 234,340$ (88,728)$ Total adjustments (8,415)$ (58,335)$ 228,166$ (92,539)$ Core income (loss) 26,194$ (10,693)$ 345.0% 56,893$ (9,660)$ 689.0% per diluted share (CEPS) 0.60$ (0.25)$ 1.30$ (0.22)$ Net loss & LAE ratio 25.1% 21.7% 21.9% 33.0% Net expense ratio 42.6% 55.2% 43.0% 55.3% Combined ratio 67.7% 76.9% (9.2) pts 64.9% 88.3% (23.4) pts Less: Net current year catastrophe loss & LAE 7.9% -3.3% 5.6% 2.8% Less: Net (favorable) unfavorable reserve development -6.2% -6.0% -4.9% -5.7% Underlying combined ratio 66.0% 86.2% (20.2) pts 64.1% 91.2% (27.1) pts
5 2Q-23 Detailed Results Investment losses and higher catastrophe loss & reinsurance costs were overcome by top line growth. ¹ 2022 amounts recast for discontinued operations. $ in millions Q2-23 Q2-22 ¹ Change % Chg Gross Premiums Earned 158.2$ 129.5$ 28.7 22.2% Ceded Premiums Earned (75.0) (65.0) (10.0) 15.4% Net Premiums Earned 83.2 64.5 18.7 29.0% Investment & Other Income (4.0) 1.8 (5.8) -322.2% Unrealized G(L) on Equities 0.1 (2.4) 2.5 -104.2% Total Revenue 79.3 63.9 15.4 24.1% Underlying Loss & LAE 19.5 19.9 (0.4) -2.0% Current year CAT Loss & LAE 6.5 (2.1) 8.7 -414.3% Prior year development (F)/U (5.2) (3.8) (1.4) 36.8% Net Loss & LAE 20.9 14.0 6.9 49.3% Operating Expense 35.4 35.6 (0.2) -0.6% Total Expenses (excluding interest) 56.3 49.6 6.7 13.5% Earnings from continuing operations before tax 21.1$ 12.2$ 8.9$ 70.1% Net income from continuing operations 20.4$ (13.3)$ 33.7$ 253.4% Net Loss Ratio 25.1% 21.7% 3.4 pts Net Expense Ratio 42.6% 55.2% -12.6 pts Combined Ratio 67.7% 76.9% -9.2 pts Less: Current year catastrophe loss & LAE 7.9% -3.3% 11.2 pts Less: Prior year reserve development (F)/U -6.2% -6.0% -0.2 pts Underlying Combined Ratio 66.0% 86.2% -20.2 pts YTD 6.30.23 Prior YTD ¹ Change % Chg 302.7$ 252.2$ 50.5 20.0% (132.2) (129.9) (2.2) 1.7% 170.5 122.3 48.2 39.4% (1.5) 3.2 (4.7) -146.9% 0.6 (3.2) 3.8 -118.8% 169.6 122.3 47.3 38.7% 36.5 43.9 (7.4) -16.9% 9.2 3.4 5.8 170.6% (8.3) (6.9) (1.5) 21.7% 37.3 40.3 (3.0) -7.4% 73.3 67.7 5.8 8.6% 110.7 108.0 2.5 2.3% 54.9$ 11.2$ 43.7$ 390.2% 50.7$ (13.6)$ 64.3$ 472.8% 21.9% 33.0% -11.1 pts 43.0% 55.3% -12.3 pts 64.9% 88.3% -23.4 pts 5.4% 2.8% 2.6 pts -4.9% -5.7% 0.8 pts 64.4% 91.2% -26.8 pts
6 2Q-23 Segment Results Corrections made to discontinued operations impacted PL servicing revenue & expense QTD & YTD. CL – Commercial lines PL – Personal lines $ in millions CL PL Other Total CL PL Other Total Gross Premiums Earned 145.8$ 12.4$ -$ 158.2$ 277.8$ 24.8$ -$ 302.7$ Ceded Premiums Earned (71.8) (3.2) - (75.0) (125.2) (7.0) - (132.2) Net Premiums Earned 74.0 9.2 - 83.2 152.6 17.8 - 170.5 Investment & other revenue (4.9) 0.9 - (4.0) (3.1) 1.6 - (1.5) Unrealized G(L) on Equities 0.1 0.0 - 0.1 0.6 0.0 - 0.6 Total Revenue 69.3 10.0 - 79.3 150.1 19.4 - 169.6 Underlying Loss & LAE 15.3 4.2 - 19.5 29.9 6.5 - 36.5 Current year CAT Loss & LAE 6.2 0.3 - 6.5 8.3 0.9 - 9.2 Prior year development (5.3) 0.2 - (5.2) (8.1) (0.2) - (8.3) Total Loss 16.2 4.7 - 20.9 30.1 7.2 - 37.3 Operating & Interest Expense 27.7 7.4 3.0 38.1 55.8 17.1 6.0 78.8 Total Expenses 43.9 12.1 3.0 59.0 85.8 24.3 6.0 116.1 Other income (loss) - 0.8 - 0.8 - 1.6 (0.2) 1.4 Income (Loss) before tax 25.4$ (1.3)$ (3.0)$ 21.1 64.3$ (3.2)$ (6.2)$ 54.9 Three Months Ended Jun 30, 2023 Six Months Ended Jun 30, 2023
7 Summary of Income Statement Changes ER = earnings release from August 10, 2023 $ in millions except per share amounts 10-Q/A 10-Q Change % Chg 10-Q ER Change % Chg 10-Q ER Change % Chg Gross Premiums Earned 144.5$ 144.5$ - 0.0% 158.2$ 158.2$ - 0.0% 302.7$ 302.7$ (0.0) 0.0% Ceded Premiums Earned (57.2) (57.2) - 0.0% (75.0) (75.0) - 0.0% (132.2) (132.2) 0.0 0.0% Net Premiums Earned 87.3 87.3 - 0.0% 83.2 83.2 - 0.0% 170.5 170.5 (0.0) 0.0% Investment & other revenue 2.5 16.2 (13.7) -84.6% (4.0) (4.0) - 0.0% (1.5) (1.5) 0.0 0.0% Unrealized G(L) on Equities 0.5 0.5 - 0.0% 0.1 0.1 - 0.0% 0.6 0.6 0.0 0.0% Total Revenue 90.3 104.0 (13.7) -13.2% 79.3 79.3 - 0.0% 169.6 169.6 0.0 0.0% Underlying Loss & LAE 17.0 19.7 (2.7) -13.7% 19.5 19.5 - 0.0% 36.5 36.5 (0.0) 0.0% Current year CAT Loss & LAE 2.6 2.6 0.0 0.0% 6.5 6.5 - 0.0% 9.2 9.2 0.0 0.0% Prior year development (F)/U (3.2) (3.2) - 0.0% (5.2) (5.2) - 0.0% (8.3) (8.3) - 0.0% Net Loss & LAE 16.4 19.1 (2.7) -14.1% 20.9 20.9 - 0.0% 37.3 37.3 0.0 0.0% Operating expenses 37.9 42.4 (4.5) -10.6% 35.4 35.4 - 0.0% 73.3 73.3 (0.0) 0.0% Interest Expense 2.7 2.7 0.0 0.0% 2.7 2.7 - 0.0% 5.4 5.4 0.0 0.0% Total Expenses 57.1 64.2 (7.1) -11.1% 59.0 59.0 - 0.0% 116.1 116.1 0.0 0.0% Other income 0.6 0.6 - 0.0% 0.8 0.8 - 0.0% 1.4 1.4 - 0.0% Income before income taxes 33.8 40.4 (6.6) -16.3% 21.1 21.1 - 0.0% 54.9 54.9 (0.0) 0.0% Provision for income taxes 3.5 9.9 (6.4) -64.6% 0.7 (1.5) 2.3 -153.3% 4.2 0.6 3.6 600.0% Net income from continuing operations 30.4$ 30.6$ (0.2)$ -0.7% 20.4$ 22.6$ (2.3)$ -10.2% 50.7$ 54.3$ (3.6)$ -6.6% per share 0.70$ 0.70$ -$ 0.0% 0.47$ 0.52$ (0.06)$ -10.6% 1.16$ 1.24$ (0.08)$ -6.4% Gain (loss) from discontinued operations 236.9$ 230.3$ 6.6$ 2.9% (2.6)$ (4.4)$ 1.8$ -40.9% 234.3$ 224.9$ 9.5$ 4.2% per share 5.44$ 5.29$ 0.15$ 2.8% (0.06)$ (0.10)$ 0.04$ -41.3% 5.36$ 5.15$ 0.21$ 4.1% Net income (loss) 267.3$ 260.9$ 6.4$ 2.5% 17.8$ 18.2$ (0.5)$ -2.7% 285.1$ 279.1$ 5.9$ 2.1% per share 6.14$ 5.99$ 0.15$ 2.5% 0.41$ 0.42$ (0.01)$ -3.3% 6.52$ 6.39$ 0.13$ 2.1% Core Income (Loss) 30.7$ 30.9$ (0.2)$ -0.6% 26.2$ 28.4$ (2.3)$ -8.1% 56.9$ 60.4$ (3.6)$ -6.0% per share 0.70$ 0.71$ (0.01)$ -2.1% 0.60$ 0.65$ (0.05)$ -7.9% 1.30$ 1.38$ (0.08)$ -5.6% Net Loss Ratio 18.8% 21.9% -3.1 pts 25.1% 25.1% 0 pts 21.9% 21.9% 0 pts Net Expense Ratio 43.4% 48.6% -5.1 pts 42.6% 42.6% 0 pts 43.0% 43.0% 0 pts Combined Ratio 62.2% 70.5% -8.3 pts 67.7% 67.7% 0 pts 64.9% 64.9% 0 pts Less: Current year catastrophe loss & LAE 3.0% 2.9% 0.1 pts 7.9% 7.9% 0 pts 5.4% 5.4% 0 pts Less: Prior year reserve development (F)/U -3.6% -3.6% 0 pts -6.2% -6.2% 0 pts -4.9% -4.9% 0 pts Underlying Combined Ratio 62.9% 71.2% -8.3 pts 66.0% 66.0% 0 pts 64.4% 64.4% 0 pts Three Months Ended March 31, 2023 Three Months Ended June 30, 2023 Six Months Ended June 30, 2023
8 Summary of Balance Sheet Changes $ in millions except per share amounts 10-Q/A 10-Q Change 10-Q 8-K Change Cash, investments, and restricted cash 372.7$ 372.7$ -$ 241.7$ 241.7$ -$ Accrued investment income 1.8 1.8 - 1.6 1.6 - Property and equipment, net 4.7 18.1 (13.4) 4.5 4.5 - Premiums receivable 48.1 48.1 - 55.7 55.7 - Reinsurance recoverable 792.4 792.4 - 658.8 658.8 - Ceded unearned premiums 65.7 65.7 - 329.7 329.7 - Goodwill 59.5 59.5 - 59.5 59.5 - Deferred policy acquisition costs, net 59.9 59.9 - 34.8 34.8 - Intangible assets, net 11.8 11.8 - 10.9 10.9 - Other assets 17.4 15.4 2.0 35.5 33.5 2.0 Assets held for disposal 13.4 - 13.4 12.1 12.1 - Total Assets 1,447.4$ 1,445.4$ 2.0$ 1,444.8$ 1,442.8$ 2.0$ Unpaid loss & loss adjustment expenses 748.4$ 748.4$ -$ 534.7$ 534.7$ -$ Unearned premiums 301.6 301.6 - 387.3 387.3 - Reinsurance payable 33.9 33.9 - 140.7 140.7 - Payments outstanding 2.3 2.3 - 17.5 17.5 - Accounts payable and accrued expenses 89.6 89.6 - 93.2 93.2 - Operating lease liability 1.4 1.4 - 1.2 1.2 - Other liabilities 30.1 36.2 (6.2) 7.6 11.5 (3.9) Notes payable, net 148.4 148.4 - 148.5 148.5 - Liabilities held for disposal 1.8 - 1.8 1.8 1.8 - Total Liabilities 1,357.5$ 1,361.9$ (4.4)$ 1,332.5$ 1,336.3$ (3.9)$ Total Stockholders' Equity 89.8$ 83.5$ 6.3$ 112.4$ 106.5$ 5.9$ Total Liabilities and Stockholders' Equity 1,447.4$ 1,445.4$ 2.0$ 1,444.8$ 1,442.8$ 2.0$ Book value per share 2.08$ 1.93$ 0.15$ 2.59$ 2.45$ 0.14$ March 31, 2023 June 30, 2023
9 2023-24 Core Catastrophe Reinsurance - AmCoastal UPC Re’s participation could increase our retention from $10m to $12.3m if Layer 1 is exhausted.
10 2023-24 Catastrophe Reinsurance - IIC IIC maintained its $3m occurrence retention and UPC Re did not participate on IIC’s program.
11 Cautionary Statements This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements include expectations regarding our diversification, growth opportunities, retention rates, liquidity, investment returns and our ability to meet our investment objectives and to manage and mitigate market risk with respect to our investments. These statements are based on current expectations, estimates and projections about the industry and market in which we operate, and management's beliefs and assumptions. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "endeavor," "project," "believe," "anticipate," "intend," "could," "would," "estimate," or "continue" or the negative variations thereof, or comparable terminology, are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. The risks and uncertainties include, without limitation: the regulatory, economic and weather conditions in the states in which we operate; the impact of new federal or state regulations that affect the property and casualty insurance market; the cost, variability and availability of reinsurance; assessments charged by various governmental agencies; pricing competition and other initiatives by competitors; our ability to attract and retain the services of senior management; the outcome of litigation pending against us, including the terms of any settlements; dependence on investment income and the composition of our investment portfolio and related market risks; our exposure to catastrophic events and severe weather conditions; downgrades in our financial strength ratings; risks and uncertainties relating to our acquisitions including our ability to successfully integrate the acquired companies; and other risks and uncertainties described in the section entitled "Risk Factors" and elsewhere in our filings with the Securities and Exchange Commission (the "SEC"), including our Annual Report in Form 10-K for the year ended December 31, 2021 and 2022 and our Form 10-Q for the periods ending March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, and June 30, 2023 including amendments. We caution you not to place undue reliance on these forward looking statements, which are valid only as of the date they were made. Except as may be required by applicable law, we undertake no obligation to update or revise any forward-looking statements to reflect new information, the occurrence of unanticipated events, or otherwise. This presentation contains certain non-GAAP financial measures. See our earnings release, Form 10-K ,and Form 10-Q for further information regarding these non-GAAP financial measures.
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