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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

November 7, 2024
Date of Report (date of earliest event reported)
___________________________________
GigaCloud Technology Inc
(Exact name of registrant as specified in its charter)
___________________________________

Cayman Islands
(State or other jurisdiction of
incorporation or organization)
001-41454
(Commission File Number)
00-0000000
(I.R.S. Employer Identification Number)
4388 Shirley Ave
El Monte, CA 91731
(Address of principal executive offices and zip code)
(626) 912-8886
(Registrant's telephone number, including area code)
___________________________________
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:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A ordinary shares, par value $0.05 per shareGCTThe 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 companyx
If an emerging growth company, indicate by check mark if the registrant has elected not 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 2.02. Results of Operations and Financial Condition.
On November 7, 2024, GigaCloud Technology Inc (the “Company” or “GigaCloud”) issued a press release announcing its financial results for the quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:

Exhibit No.Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 7th day of November 2024.



GigaCloud Technology Inc
By:
/s/ Larry Lei Wu
Name:
Larry Lei Wu
Title:
Chairman of the Board of Directors and
Chief Executive Officer

Document

Exhibit 99.1
GigaCloud Technology Inc Announces Third Quarter and Nine Months Ended September 30, 2024 Financial Results
— GigaCloud Marketplace Continues Significant Growth Trajectory; Company Achieves Record-High Net Income —
EL MONTE, Calif., November 7, 2024 — GigaCloud Technology Inc (Nasdaq: GCT) (“GigaCloud” or the “Company”), a pioneer of global end-to-end B2B technology solutions for large parcel merchandise, today announced financial results for the third quarter and nine months ended September 30, 2024, including strong growth in revenues, gross profit, net income, and adjusted EBITDA over the comparable period last year.
Third Quarter 2024 Financial Highlights
Total revenues of $303.3 million increased 70.2% from $178.2 million for the third quarter of 2023.
Gross profit of $77.3 million increased 58.1% from $48.9 million for the third quarter of 2023.
Gross margin was 25.5%, compared with 27.4% for the third quarter of 2023.
Net income of $40.7 million increased 68.2% from $24.2 million for the third quarter of 2023.     
Net income margin was 13.4%, compared with 13.6% for the third quarter of 2023.
Diluted EPS increased 66.1% to $0.98, from $0.59 for the third quarter of 2023.
Adjusted EBITDA1 increased 63.8% to $48.8 million, from $29.8 million for the third quarter of 2023.
Adjusted EPS – diluted2 increased 55.4% to $1.15, from $0.74 for the third quarter of 2023.
Cash, Cash Equivalents, Restricted Cash, and Investments totaled $260.5 million as of September 30, 2024, a 41.4% increase from $184.2 million as of December 31, 2023.
Year to Date 2024 Financial Highlights
Total revenues of $865.3 million increased 88.5% from $459.1 million for the same period of 2023.
Gross profit of $220.2 million increased 85.4% from $118.8 million for the same period of 2023.
Gross margin was 25.5%, compared with 25.9% for the same period of 2023.
Net income of $94.8 million increased 62.1% from $58.5 million for the same period of 2023.
Net income margin was 11.0%, compared with 12.7% for the same period of 2023.
Diluted EPS increased 60.8% to $2.30, from $1.43 for the same period of 2023.    
Adjusted EBITDA1 increased 69.1% to $126.0 million from $74.5 million for the same period of 2023.
Adjusted EPS – diluted2 increased 68.1% to $3.06 from $1.82 for the same period of 2023.
Operational Highlights
GigaCloud Marketplace GMV3 increased 80.2% to $1,233.6 million for the 12 months ended September 30, 2024, from $684.7 million for the same period of 2023.
1     Adjusted EBITDA is a non-GAAP financial measure. For more information on the non-GAAP financial measure, please see the section of “Non-GAAP Financial Measures” and the table captioned “Unaudited Reconciliation of Adjusted EBITDA” set forth at the end of this press release.
2     Adjusted EPS – diluted is a non-GAAP financial measure. For more information on the non-GAAP financial measure, please see the section of “Non-GAAP Financial Measures” and the table captioned “Unaudited Reconciliation of Adjusted EPS – diluted” set forth at the end of this press release.
3    GigaCloud Marketplace GMV means the total gross merchandise value of transactions ordered through our GigaCloud Marketplace including GigaCloud 3P and GigaCloud 1P, before any deductions of value added tax, goods and services tax, shipping charges paid by buyers to sellers and any refunds.
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3P seller GigaCloud Marketplace GMV4 increased 72.0% to $635.5 million for the 12 months ended September 30, 2024, from $369.5 million for the same period of 2023. 3P seller GigaCloud Marketplace GMV represented 51.5% of total GigaCloud Marketplace GMV for the 12 months ended September 30, 2024, compared with 54.0% for the same period of 2023.
Active 3P sellers5 increased 41.8% to 1,051 for the 12 months ended September 30, 2024, from 741 for the same period of 2023.
Active buyers6 increased 85.5% to 8,535 for the 12 months ended September 30, 2024, from 4,602 for the same period of 2023.
Spend per active buyer7 was $144,534 for the 12 months ended September 30, 2024, compared with $148,793 for the same period of 2023.
“Our quarterly net income and adjusted EBITDA have reached new record highs of $40.7 million and $48.8 million, respectively,” said Larry Wu, Founder, Chairman, and Chief Executive Officer. “We have also surpassed the 1,000 mark for active sellers and accumulated over 8,500 buyers, with Marketplace GMV exceeding $1.2 billion. GigaCloud’s continued growth across all metrics, despite strong industry headwinds, underscores the strength and resilience of our Supplier Fulfilled Retail (SFR) model. We are optimistic about the transformative potential of digitizing the global supply chain for large-parcel merchandise and remain focused on managing near-term sector challenges as we position GigaCloud for sustained, profitable long-term growth.”
“In recognition of GigaCloud’s substantial progress and optimistic outlook for the future, our board authorized a $46 million share repurchase program on September 3, 2024.” said Erica Wei, interim Chief Financial Officer. “As of November 6, 2024, we have purchased approximately $11.4 million shares pursuant to a repurchase plan under Rule 10b5-1. Our commitment to maximizing shareholder value is grounded in thoughtful capital deployment decisions. In line with this approach, we plan to retire the shares repurchased to date under the authorization, which will effectively reduce the Company’s total issued shares and underscore our dedication to sustainable, long-term value creation.”
Business Outlook
The Company expects its total revenues to be between $275 million and $290 million in the fourth quarter of 2024. This forecast reflects the Company’s current and preliminary views on the market and operational conditions, which are subject to change and cannot be predicted with reasonable accuracy as of the date hereof.
Share Repurchase Program
In June 2023, we announced that our board of directors approved a share repurchase program to repurchase up to US$25.0 million of our Class A ordinary shares over the next 12 months, which expired in June 2024. On September 3, 2024, we announced that our board of directors approved a new share repurchase program under which we may purchase up to $46.0 million of our Class A ordinary shares, par value $0.05, over a 12-month period. Under the share repurchase program, we may purchase our ordinary shares through various means, including open market transactions, privately negotiated transactions, block trades, any combination thereof or other legally permissible means. We may effect repurchase transactions in compliance with Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The number of shares repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, price, trading volume and general market conditions, along with our working capital requirements, general business conditions and other factors. Our board of directors will review the share repurchase
4     3P seller GigaCloud Marketplace GMV means the total gross merchandise value of transactions sold through our GigaCloud Marketplace by 3P sellers, before any deductions of value added tax, goods and services tax, shipping charges paid by buyers to sellers and any refunds.
5    Active 3P sellers means sellers who have sold a product in GigaCloud Marketplace within the last 12-month period, irrespective of cancellations or returns.
6    Active buyers means buyers who have purchased a product in the GigaCloud Marketplace within the last 12-month period, irrespective of cancellations or returns.
7    Spend per active buyer is calculated by dividing the total GigaCloud Marketplace GMV within the last 12-month period by the number of active buyers as of such date.
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program periodically, and may modify, suspend or terminate the share repurchase program at any time. We plan to fund repurchases from our existing cash balance.
During the third quarter of 2024, we did not make any repurchase of our Class A ordinary shares. Since the establishment of the new share repurchase program, between October 1, 2024 and November 6, 2024, the Company has repurchased an aggregate of 468,559 Class A ordinary shares in the open market at a total consideration of approximately $11.4 million pursuant to a repurchase plan under Rule 10b5-1 of the Exchange Act which we entered into on September 27, 2024.
Conference Call
The Company will host a conference call to discuss its financial results at 7:30 pm U.S. Eastern Time on November 7, 2024 (8:30 am Hong Kong Time on November 8, 2024). Participants who wish to join the call should pre-register here at https://s1.c-conf.com/diamondpass/10042872-f6q7mb.html. Upon registration, participants will receive the dial-in number and a unique PIN, which can be used to join the conference call. If participants register and forget their PIN or lose their registration confirmation email, they may re-register to receive a new PIN. All participants are encouraged to dial in 15 minutes prior to the start time.
A live and archived webcast of the conference call will be accessible on the Company’s investor relations website at: https://investors.gigacloudtech.com/.
About GigaCloud Technology Inc
GigaCloud Technology Inc is a pioneer of global end-to-end B2B technology solutions for large parcel merchandise. The Company’s B2B ecommerce platform, the “GigaCloud Marketplace,” integrates everything from discovery, payments and logistics tools into one easy-to-use platform. The Company’s global marketplace seamlessly connects manufacturers, primarily in Asia, with resellers, primarily in the U.S., Asia and Europe, to execute cross-border transactions with confidence, speed and efficiency. GigaCloud offers a comprehensive solution that transports products from the manufacturer’s warehouse to the end customer’s doorstep, all at one fixed price. The Company first launched its marketplace in January 2019 by focusing on the global furniture market and has since expanded into additional categories, including home appliances and fitness equipment. For more information, please visit the Company’s website: https://investors.gigacloudtech.com/
Non-GAAP Financial Measures
The Company uses certain non-GAAP financial measures, including Adjusted EBITDA and Adjusted EPS – diluted, to understand and evaluate its core operating performance. Adjusted EBITDA is net income excluding interest, income taxes and depreciation, further adjusted to exclude share-based compensation expense and non-recurring items. Adjusted EPS – diluted is a financial measure defined as our Adjusted EBITDA divided by our diluted weighted-average shares outstanding, respectively. Management uses Adjusted EBITDA and Adjusted EPS – diluted as measures of operating performance, for planning purposes, to allocate resources to enhance the financial performance of our business, to evaluate the effectiveness of our business strategies and in communications with our Board of Directors and investors concerning our financial performance. Non-GAAP financial measures, which may differ from similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP.
For more information on the non-GAAP financial measures, please see the tables captioned “Unaudited Reconciliation of Adjusted EBITDA” and “Unaudited Reconciliation of Adjusted EPS – diluted” set forth at the end of this press release.
Forward-Looking Statements
This press release contains “forward-looking statements”. Forward-looking statements reflect our current view about future events. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “could,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “propose,” “potential,” “continue” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated
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results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
For investor and media inquiries, please contact:
GigaCloud Technology Inc
Investor Relations
Email: ir@gigacloudtech.com
PondelWilkinson, Inc.
Laurie Berman (Investors) – lberman@pondel.com
George Medici (Media) – gmedici@pondel.com

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GigaCloud Technology Inc
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands except for share data and per share data)
(unaudited)
December 31, 2023September 30, 2024
ASSETS
Current assets
Cash and cash equivalents$183,283 $217,581 
Restricted cash885 746 
Investments— 42,170 
Accounts receivable, net58,876 62,549 
Inventories132,247 183,322 
Prepayments and other current assets17,516 21,354 
Total current assets392,807 527,722 
Non-current assets
Operating lease right-of-use assets398,922 476,027 
Property and equipment, net24,614 29,010 
Intangible assets, net8,367 6,739 
Goodwill12,586 12,586 
Deferred tax assets1,440 8,325 
Other non-current assets8,173 12,934 
Total non-current assets454,102 545,621 
Total assets$846,909 $1,073,343 
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GigaCloud Technology Inc
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
(In thousands)
December 31, 2023September 30, 2024
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable (including accounts payable of VIEs without recourse to the Company of $11,563 and nil as of December 31, 2023 and September 30, 2024, respectively)
$69,757 $66,745 
Contract liabilities (including contract liabilities of VIEs without recourse to the Company of $736 and nil as of December 31, 2023 and September 30, 2024, respectively)
5,537 5,331 
Current operating lease liabilities (including current operating lease liabilities of VIEs without recourse to the Company of $1,305 and nil as of December 31, 2023 and September 30, 2024, respectively)
57,949 84,865 
Income tax payable (including income tax payable of VIEs without recourse to the Company of $3,644 and nil as of December 31, 2023 and September 30, 2024, respectively)
15,212 20,805 
Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of VIEs without recourse to the Company of $2,774 and nil as of December 31, 2023 and September 30, 2024, respectively)
57,319 69,586 
Total current liabilities205,774 247,332 
Non-current liabilities
Operating lease liabilities, non-current (including operating lease liabilities, non-current of VIEs without recourse to the Company of $553 and nil as of December 31, 2023 and September 30, 2024, respectively)
343,511 418,915 
Deferred tax liabilities3,795 2,714 
Finance lease obligations, non-current111 470 
Non-current income tax payable3,302 3,525 
Total non-current liabilities350,719 425,624 
Total liabilities$556,493 $672,956 
Commitments and contingencies$— $— 
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GigaCloud Technology Inc
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands except for share data and per share data)
(unaudited)
December 31, 2023September 30, 2024
Shareholders’ equity
Treasury shares, at cost (294,029 and 261,224 shares held as of December 31, 2023 and September 30, 2024, respectively)
$(1,594)$(1,594)
Class A ordinary shares ($0.05 par value, 50,673,268 shares authorized, 31,738,632 and 33,559,727 shares issued as of December 31, 2023 and September 30, 2024, respectively, 31,455,148 and 33,298,503 shares outstanding as of December 31, 2023 and September 30, 2024, respectively)
1,584 1,677 
Class B ordinary shares ($0.05 par value, 9,326,732 shares authorized, 9,326,732 and 8,076,732 shares issued and outstanding as of December 31, 2023 and September 30, 2024, respectively)
466 403 
Additional paid-in capital111,736 127,360 
Accumulated other comprehensive income (loss)526 (6)
Retained earnings177,698 272,547 
Total shareholders’ equity290,416 400,387 
Total liabilities and shareholders’ equity$846,909 $1,073,343 


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GigaCloud Technology Inc
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands except for share data and per share data)
(unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202420232024
Revenues
Service revenues$51,474 $100,373 $129,848 $253,166 
Product revenues126,693 202,943 329,246 612,094 
Total revenues178,167 303,316 459,094 865,260 
Cost of revenues
Services40,375 78,292 103,924 206,763 
Product sales88,934 147,773 236,374 438,251 
Total cost of revenues129,309 226,065 340,298 645,014 
Gross profit48,858 77,251 118,796 220,246 
Operating expenses
Selling and marketing expenses10,951 18,605 27,382 52,645 
General and administrative expenses5,831 15,296 16,878 56,965 
Research and development expenses377 2,582 1,581 7,435 
Losses on disposal of property and equipment— 45 — 213 
Total operating expenses17,159 36,528 45,841 117,258 
Operating income31,699 40,723 72,955 102,988 
Interest expense(215)(87)(1,132)(227)
Interest income937 2,703 2,011 6,556 
Foreign currency exchange gains (losses), net(2,723)3,337 (2,153)(479)
Government grants78 21 473 29 
Others, net15 1,177 (7)1,361 
Income before income taxes29,791 47,874 72,147 110,228 
Income tax expense(5,589)(7,189)(13,614)(15,379)
Net income$24,202 $40,685 $58,533 $94,849 
Net income attributable to ordinary shareholders24,202 40,685 58,533 94,849 
Foreign currency translation adjustment, net of nil income taxes
(9)(173)(510)(551)
Net unrealized gains on available-for-sale investments— 17 — 19 
Total other comprehensive loss(9)(156)(510)(532)
Comprehensive Income$24,193 $40,529 $58,023 $94,317 
Net income per ordinary share
—Basic$0.59 $0.98 $1.43 $2.30 
—Diluted$0.59 $0.98 $1.43 $2.30 
Weighted average number of ordinary shares outstanding used in computing net income per ordinary share
—Basic40,769,21941,364,88640,794,24141,150,372
—Diluted40,878,75941,395,00140,881,06541,258,416
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GigaCloud Technology Inc
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
Nine Months Ended
September 30,
20232024
Cash flows from operating activities:
Net income$58,533 $94,849 
Adjustments to reconcile net income to net cash provided by operating activities:
Allowance for doubtful accounts229 373 
Inventory write-down888 703 
Loss on other assets— 327 
Deferred tax(141)(7,957)
Share-based compensation2,074 15,580 
Depreciation and amortization1,150 6,253 
Loss (gain) from disposal of property and equipment(2)213 
Operating lease1,332 25,196 
Unrealized foreign currency exchange losses (gains)248 (2,024)
Others— 1,058 
Changes in operating assets and liabilities:
Accounts receivable(4,549)(3,836)
Inventories(4,924)(52,645)
Prepayments and other assets(6,934)(5,229)
Accounts payable8,347 (3,125)
Contract liabilities1,771 (104)
Income tax payable5,651 5,921 
Accrued expenses and other current liabilities19,049 14,107 
Net cash provided by operating activities$82,722 $89,660 
Cash flows from investing activities:
Cash paid for purchase of property and equipment(823)(14,038)
Cash received from disposal of property and equipment1,700 
Purchases of investments— (53,547)
Sale and maturities of investments— 11,843 
Advances paid for the acquisition(8,500)— 
Net cash used in investing activities$(9,321)$(54,042)
Cash flows from financing activities:
Repayment of finance lease obligations(1,650)(1,589)
Repayment of bank loans(190)— 
Payment of share repurchase(1,594) 
Net cash used in financing activities$(3,434)$(1,589)
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash(151)130 
Net increase in cash, cash equivalents and restricted cash69,816 34,159 
Cash, cash equivalents and restricted cash at the beginning of the period145,076 184,168 
Cash, cash equivalents and restricted cash at the end of the period$214,892 $218,327 
Supplemental disclosure of cash flow information
Cash paid for interest expense$1,132 $227 
Cash paid for income taxes$8,104 $18,889 
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GigaCloud Technology Inc
UNAUDITED RECONCILIATION OF ADJUSTED EBITDA
(In thousands, except for per share data)
Three Months Ended September 30,Nine Months Ended September 30,
2023202420232024
(In thousands)
Net income$24,202 $40,685 $58,533 $94,849 
Add: Income tax expense5,589 7,189 13,614 15,379 
Add: Interest expense215 87 1,132 227 
Less: Interest income(937)(2,703)(2,011)(6,556)
Add: Depreciation and amortization390 2,108 1,150 6,253 
Add: Share-based compensation expense317 1,433 2,074 15,580 
Add: Non-recurring items(1)
— — — 308 
Adjusted EBITDA$29,776 $48,799 $74,492 $126,040 
_____________________
(1)    One of our fulfillment centers in Japan experienced a fire in March 2024. We recognized losses as a result of the fire. Based on the provisions of our insurance policy, the gross losses have been reduced by the estimated insurance proceeds expected to be received from our insurance carrier. We have determined that partial recovery of the incurred losses is probable and therefore recorded net losses of $308 thousands in the nine months ended September 30, 2024. We do not believe such losses to be recurring or frequent in nature.
UNAUDITED RECONCILIATION OF ADJUSTED EPS – DILUTED
Three Months Ended September 30,Nine Months Ended September 30,
2023202420232024
Net income per ordinary share – diluted
$0.59 $0.98 $1.43 $2.30 
Adjustments, per ordinary share:
Add: Income tax expense0.14 0.17 0.33 0.37 
Add: Interest expense0.01 — 0.03 0.01 
Less: Interest income(0.02)(0.07)(0.05)(0.16)
Add: Depreciation and amortization0.01 0.05 0.03 0.15 
Add: Share-based compensation expenses0.01 0.02 0.05 0.38 
Add: Non-recurring items(1)
— — — 0.01 
Adjusted EPS – diluted$0.74 $1.15 $1.82 $3.06 
Weighted average number of ordinary shares outstanding - diluted40,878,759 41,395,001 40,881,065 41,258,416 
_____________________
(1)    One of our fulfillment centers in Japan experienced a fire in March 2024. We recognized losses as a result of the fire. Based on the provisions of our insurance policy, the gross losses have been reduced by the estimated insurance proceeds expected to be received from our insurance carrier. We have determined that partial recovery of the incurred losses is probable and therefore recorded net losses of $308 thousands in the nine months ended September 30, 2024. We do not believe such losses to be recurring or frequent in nature.
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