☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Bermuda
|
98-0570192
|
(State or other jurisdiction of
incorporation or organization)
|
(IRS Employer
Identification No.)
|
94 Pitts Bay Road
|
|
Pembroke
|
|
Bermuda
|
HM08
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of Each Class
|
|
Trading symbol(s)
|
|
Name of Each Exchange on Which Registered
|
Common Shares, par value $0.01 per share
|
|
MHLD
|
|
NASDAQ Global Select Market
|
Series A Preference Shares, par value $0.01 per share
|
|
MH.PA
|
|
New York Stock Exchange
|
Series C Preference Shares, par value $0.01 per share
|
|
MH.PC
|
|
New York Stock Exchange
|
Series D Preference Shares, par value $0.01 per share
|
|
MH.PD
|
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
(Do not check if a smaller reporting company)
|
|
|
|
|
Smaller reporting company
|
☐
|
|
|
|
Emerging growth company
|
☐
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
(Unaudited)
|
|
(Audited)
|
||||
Investments:
|
|
|
|
|
||||
Fixed maturities, available-for-sale, at fair value (amortized cost 2019 - $2,942,207; 2018 - $3,109,980)
|
|
$
|
2,971,598
|
|
|
$
|
3,051,568
|
|
Fixed maturities, held-to-maturity, at amortized cost (fair value 2018 - $998,012)
|
|
—
|
|
|
1,015,681
|
|
||
Other investments, at fair value
|
|
28,431
|
|
|
23,716
|
|
||
Total investments
|
|
3,000,029
|
|
|
4,090,965
|
|
||
Cash and cash equivalents
|
|
82,465
|
|
|
200,841
|
|
||
Restricted cash and cash equivalents
|
|
381,698
|
|
|
130,148
|
|
||
Accrued investment income
|
|
22,279
|
|
|
27,824
|
|
||
Reinsurance balances receivable, net (includes $46,936 and $38,278 from related parties in 2019 and 2018, respectively)
|
|
67,625
|
|
|
67,308
|
|
||
Loan to related party
|
|
167,975
|
|
|
167,975
|
|
||
Deferred commission and other acquisition expenses (includes $101,326 and $370,037 from related parties in 2019 and 2018, respectively)
|
|
113,630
|
|
|
388,442
|
|
||
Funds withheld receivable (includes $633,123 from related parties in 2019)
|
|
681,272
|
|
|
27,039
|
|
||
Other assets
|
|
15,574
|
|
|
12,443
|
|
||
Assets held for sale
|
|
66,009
|
|
|
174,475
|
|
||
Total assets
|
|
$
|
4,598,556
|
|
|
$
|
5,287,460
|
|
LIABILITIES
|
|
|
|
|
||||
Reserve for loss and loss adjustment expenses (includes $2,944,613 and $2,950,388 from related parties in 2019 and 2018, respectively)
|
|
$
|
3,051,265
|
|
|
$
|
3,055,976
|
|
Unearned premiums (includes $280,170 and $1,135,913 from related parties in 2019 and 2018, respectively)
|
|
322,166
|
|
|
1,200,419
|
|
||
Liability for investments purchased
|
|
298,939
|
|
|
—
|
|
||
Accrued expenses and other liabilities
|
|
14,805
|
|
|
65,494
|
|
||
Senior notes - principal amount
|
|
262,500
|
|
|
262,500
|
|
||
Less: unamortized debt issuance costs
|
|
7,700
|
|
|
7,806
|
|
||
Senior notes, net
|
|
254,800
|
|
|
254,694
|
|
||
Liabilities held for sale
|
|
66,009
|
|
|
155,961
|
|
||
Total liabilities
|
|
4,007,984
|
|
|
4,732,544
|
|
||
Commitments and Contingencies
|
|
|
|
|
|
|
||
EQUITY
|
|
|
|
|
||||
Preference shares
|
|
465,000
|
|
|
465,000
|
|
||
Common shares ($0.01 par value; 88,079,315 and 87,938,537 shares issued in 2019 and 2018, respectively; 83,066,135 and 82,948,577 shares outstanding in 2019 and 2018, respectively)
|
|
881
|
|
|
879
|
|
||
Additional paid-in capital
|
|
751,007
|
|
|
749,418
|
|
||
Accumulated other comprehensive income (loss)
|
|
21,152
|
|
|
(65,616
|
)
|
||
Accumulated deficit
|
|
(615,940
|
)
|
|
(563,891
|
)
|
||
Treasury shares, at cost (5,013,180 and 4,989,960 shares in 2019 and 2018, respectively)
|
|
(31,528
|
)
|
|
(31,515
|
)
|
||
Total Maiden shareholders’ equity
|
|
590,572
|
|
|
554,275
|
|
||
Noncontrolling interests in subsidiaries
|
|
—
|
|
|
641
|
|
||
Total equity
|
|
590,572
|
|
|
554,916
|
|
||
Total liabilities and equity
|
|
$
|
4,598,556
|
|
|
$
|
5,287,460
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
Gross premiums written
|
|
$
|
2,117
|
|
|
$
|
521,526
|
|
|
$
|
(559,022
|
)
|
|
$
|
1,144,854
|
|
Net premiums written
|
|
$
|
(409
|
)
|
|
$
|
521,028
|
|
|
$
|
(561,939
|
)
|
|
$
|
1,143,679
|
|
Change in unearned premiums
|
|
134,395
|
|
|
(16,640
|
)
|
|
879,027
|
|
|
(122,478
|
)
|
||||
Net premiums earned
|
|
133,986
|
|
|
504,388
|
|
|
317,088
|
|
|
1,021,201
|
|
||||
Other insurance revenue
|
|
754
|
|
|
2,033
|
|
|
1,504
|
|
|
5,759
|
|
||||
Net investment income
|
|
31,122
|
|
|
34,260
|
|
|
63,144
|
|
|
67,129
|
|
||||
Net realized gains (losses) on investment
|
|
24,086
|
|
|
(414
|
)
|
|
12,985
|
|
|
(57
|
)
|
||||
Total revenues
|
|
189,948
|
|
|
540,267
|
|
|
394,721
|
|
|
1,094,032
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
||||||||
Net loss and loss adjustment expenses
|
|
121,561
|
|
|
370,001
|
|
|
274,250
|
|
|
723,207
|
|
||||
Commission and other acquisition expenses
|
|
49,656
|
|
|
162,780
|
|
|
119,273
|
|
|
329,408
|
|
||||
General and administrative expenses
|
|
12,849
|
|
|
14,860
|
|
|
28,788
|
|
|
30,531
|
|
||||
Interest and amortization expenses
|
|
4,830
|
|
|
4,829
|
|
|
9,659
|
|
|
9,658
|
|
||||
Foreign exchange and other gains
|
|
(1,207
|
)
|
|
(4,821
|
)
|
|
(6,186
|
)
|
|
(2,414
|
)
|
||||
Total expenses
|
|
187,689
|
|
|
547,649
|
|
|
425,784
|
|
|
1,090,390
|
|
||||
Income (loss) from continuing operations before income taxes
|
|
2,259
|
|
|
(7,382
|
)
|
|
(31,063
|
)
|
|
3,642
|
|
||||
Less: income tax benefit
|
|
(1,026
|
)
|
|
(1,847
|
)
|
|
(1,064
|
)
|
|
(3,171
|
)
|
||||
Net income (loss) from continuing operations
|
|
3,285
|
|
|
(5,535
|
)
|
|
(29,999
|
)
|
|
6,813
|
|
||||
(Loss) income from discontinued operations, net of income tax
|
|
(18,698
|
)
|
|
8,215
|
|
|
(22,050
|
)
|
|
18,210
|
|
||||
Net (loss) income
|
|
(15,413
|
)
|
|
2,680
|
|
|
(52,049
|
)
|
|
25,023
|
|
||||
Net income from continuing operations attributable to noncontrolling interests
|
|
—
|
|
|
(47
|
)
|
|
—
|
|
|
(118
|
)
|
||||
Net (loss) income attributable to Maiden
|
|
(15,413
|
)
|
|
2,633
|
|
|
(52,049
|
)
|
|
24,905
|
|
||||
Dividends on preference shares
|
|
—
|
|
|
(8,546
|
)
|
|
—
|
|
|
(17,091
|
)
|
||||
Net (loss) income attributable to Maiden common shareholders
|
|
$
|
(15,413
|
)
|
|
$
|
(5,913
|
)
|
|
$
|
(52,049
|
)
|
|
$
|
7,814
|
|
Basic and diluted earnings (loss) from continuing operations per share attributable to Maiden common shareholders
|
|
$
|
0.04
|
|
|
$
|
(0.17
|
)
|
|
$
|
(0.36
|
)
|
|
$
|
(0.13
|
)
|
Basic and diluted (loss) earnings from discontinued operations per share attributable to Maiden common shareholders
|
|
(0.23
|
)
|
|
0.10
|
|
|
(0.27
|
)
|
|
0.22
|
|
||||
Basic and diluted (loss) earnings per share attributable to Maiden common shareholders
|
|
$
|
(0.19
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.63
|
)
|
|
$
|
0.09
|
|
Weighted average number of common shares - basic
|
|
83,058,123
|
|
|
83,126,204
|
|
|
83,008,888
|
|
|
83,083,545
|
|
||||
Adjusted weighted average number of common shares and assumed conversions - diluted
|
|
83,075,156
|
|
|
83,126,204
|
|
|
83,008,888
|
|
|
83,083,545
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net (loss) income
|
|
$
|
(15,413
|
)
|
|
$
|
2,680
|
|
|
$
|
(52,049
|
)
|
|
$
|
25,023
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
||||||||
Net unrealized holdings gains (losses) on available-for-sale fixed maturities arising during period
|
|
43,018
|
|
|
(50,425
|
)
|
|
92,048
|
|
|
(117,268
|
)
|
||||
Adjustment for reclassification of net realized (gains) losses recognized in net (loss) income
|
|
(15,415
|
)
|
|
745
|
|
|
(2,927
|
)
|
|
(745
|
)
|
||||
Foreign currency translation adjustment
|
|
(6,192
|
)
|
|
15,605
|
|
|
(2,194
|
)
|
|
7,665
|
|
||||
Other comprehensive income (loss), before tax
|
|
21,411
|
|
|
(34,075
|
)
|
|
86,927
|
|
|
(110,348
|
)
|
||||
Income tax (expense) benefit related to components of other comprehensive income (loss)
|
|
(39
|
)
|
|
2
|
|
|
(81
|
)
|
|
17
|
|
||||
Other comprehensive income (loss), after tax
|
|
21,372
|
|
|
(34,073
|
)
|
|
86,846
|
|
|
(110,331
|
)
|
||||
Comprehensive income (loss)
|
|
5,959
|
|
|
(31,393
|
)
|
|
34,797
|
|
|
(85,308
|
)
|
||||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
(47
|
)
|
|
—
|
|
|
(118
|
)
|
||||
Other comprehensive loss (income) attributable to noncontrolling interests
|
|
—
|
|
|
29
|
|
|
(78
|
)
|
|
18
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
(18
|
)
|
|
(78
|
)
|
|
(100
|
)
|
||||
Comprehensive income (loss) attributable to Maiden
|
|
$
|
5,959
|
|
|
$
|
(31,411
|
)
|
|
$
|
34,719
|
|
|
$
|
(85,408
|
)
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Preference shares - Series A, C and D
|
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
|
$
|
465,000
|
|
|
$
|
465,000
|
|
|
$
|
465,000
|
|
|
$
|
465,000
|
|
Ending balance
|
|
465,000
|
|
|
465,000
|
|
|
465,000
|
|
|
465,000
|
|
||||
Common shares
|
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
|
881
|
|
|
879
|
|
|
879
|
|
|
877
|
|
||||
Exercise of options and issuance of shares
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Ending balance
|
|
881
|
|
|
879
|
|
|
881
|
|
|
879
|
|
||||
Additional paid-in capital
|
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
|
750,670
|
|
|
749,054
|
|
|
749,418
|
|
|
748,113
|
|
||||
Exercise of options and issuance of common shares
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Share-based compensation expense
|
|
337
|
|
|
265
|
|
|
1,591
|
|
|
1,208
|
|
||||
Ending balance
|
|
751,007
|
|
|
749,319
|
|
|
751,007
|
|
|
749,319
|
|
||||
Accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
|
(220
|
)
|
|
(62,915
|
)
|
|
(65,616
|
)
|
|
13,354
|
|
||||
Change in net unrealized gains (losses) on investment
|
|
27,564
|
|
|
(49,678
|
)
|
|
89,040
|
|
|
(117,996
|
)
|
||||
Foreign currency translation adjustment
|
|
(6,192
|
)
|
|
15,634
|
|
|
(2,272
|
)
|
|
7,683
|
|
||||
Ending balance
|
|
21,152
|
|
|
(96,959
|
)
|
|
21,152
|
|
|
(96,959
|
)
|
||||
(Accumulated deficit) retained earnings
|
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
|
(600,527
|
)
|
|
36,727
|
|
|
(563,891
|
)
|
|
35,472
|
|
||||
Net (loss) income attributable to Maiden
|
|
(15,413
|
)
|
|
2,633
|
|
|
(52,049
|
)
|
|
24,905
|
|
||||
Dividends on preference shares
|
|
—
|
|
|
(8,546
|
)
|
|
—
|
|
|
(17,091
|
)
|
||||
Dividends on common shares
|
|
—
|
|
|
(12,476
|
)
|
|
—
|
|
|
(24,948
|
)
|
||||
Ending balance
|
|
(615,940
|
)
|
|
18,338
|
|
|
(615,940
|
)
|
|
18,338
|
|
||||
Treasury shares
|
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
|
(31,515
|
)
|
|
(30,835
|
)
|
|
(31,515
|
)
|
|
(30,642
|
)
|
||||
Shares repurchased
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|
(193
|
)
|
||||
Ending balance
|
|
(31,528
|
)
|
|
(30,835
|
)
|
|
(31,528
|
)
|
|
(30,835
|
)
|
||||
Noncontrolling interests in subsidiaries
|
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
|
—
|
|
|
534
|
|
|
641
|
|
|
452
|
|
||||
Disposal of subsidiaries
|
|
—
|
|
|
—
|
|
|
(719
|
)
|
|
—
|
|
||||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
47
|
|
|
—
|
|
|
118
|
|
||||
Foreign currency translation adjustment
|
|
—
|
|
|
(29
|
)
|
|
78
|
|
|
(18
|
)
|
||||
Ending balance
|
|
—
|
|
|
552
|
|
|
—
|
|
|
552
|
|
||||
Total equity
|
|
$
|
590,572
|
|
|
$
|
1,106,294
|
|
|
$
|
590,572
|
|
|
$
|
1,106,294
|
|
For the Six Months Ended June 30,
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net (loss) income
|
|
$
|
(52,049
|
)
|
|
$
|
25,023
|
|
Less: net loss (income) from discontinued operations
|
|
22,050
|
|
|
(18,210
|
)
|
||
Adjustments to reconcile net (loss) income to net cash flows from operating activities:
|
|
|
|
|
||||
Depreciation, amortization and share-based compensation
|
|
4,388
|
|
|
3,183
|
|
||
Net realized (gains) losses on investment
|
|
(12,985
|
)
|
|
57
|
|
||
Foreign exchange and other gains
|
|
(6,186
|
)
|
|
(2,414
|
)
|
||
Changes in assets – (increase) decrease:
|
|
|
|
|
||||
Reinsurance balances receivable, net
|
|
(1,191
|
)
|
|
(103,065
|
)
|
||
Accrued investment income
|
|
5,526
|
|
|
270
|
|
||
Deferred commission and other acquisition expenses
|
|
136,686
|
|
|
(34,106
|
)
|
||
Funds withheld receivable
|
|
(81,649
|
)
|
|
3,399
|
|
||
Other assets
|
|
(8,032
|
)
|
|
(2,770
|
)
|
||
Changes in liabilities – increase (decrease):
|
|
|
|
|
||||
Reserve for loss and loss adjustment expenses
|
|
(833
|
)
|
|
167,602
|
|
||
Unearned premiums
|
|
(459,179
|
)
|
|
108,662
|
|
||
Accrued expenses and other liabilities
|
|
(48,371
|
)
|
|
(12,929
|
)
|
||
Net cash (used in) provided by continuing operations
|
|
(501,825
|
)
|
|
134,702
|
|
||
Net cash used in discontinued operations
|
|
(1,832
|
)
|
|
(78,598
|
)
|
||
Net cash (used in) provided by operating activities
|
|
(503,657
|
)
|
|
56,104
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchases of fixed-maturities – available-for-sale
|
|
(395,640
|
)
|
|
(441,953
|
)
|
||
Purchases of other investments
|
|
(5,290
|
)
|
|
—
|
|
||
Proceeds from sales of fixed-maturities – available-for-sale
|
|
709,615
|
|
|
116,555
|
|
||
Proceeds from maturities, paydowns and calls of fixed maturities
|
|
324,480
|
|
|
250,833
|
|
||
Proceeds from sale and redemption of other investments
|
|
580
|
|
|
1,022
|
|
||
Other, net
|
|
3,276
|
|
|
(2,041
|
)
|
||
Net cash provided by (used in) investing activities for continuing operations
|
|
637,021
|
|
|
(75,584
|
)
|
||
Net cash (used in) provided by investing activities for discontinued operations
|
|
(6,113
|
)
|
|
97,784
|
|
||
Net cash provided by investing activities
|
|
630,908
|
|
|
22,200
|
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Repurchase of common shares
|
|
(13
|
)
|
|
(193
|
)
|
||
Dividends paid – Maiden common shareholders
|
|
—
|
|
|
(24,924
|
)
|
||
Dividends paid – preference shares
|
|
—
|
|
|
(17,091
|
)
|
||
Net cash used in financing activities
|
|
(13
|
)
|
|
(42,208
|
)
|
||
Effect of exchange rate changes on foreign currency cash, restricted cash and equivalents
|
|
(177
|
)
|
|
(820
|
)
|
||
Net increase in cash, restricted cash and cash equivalents
|
|
127,061
|
|
|
35,276
|
|
||
Cash, restricted cash and cash equivalents, beginning of period
|
|
337,102
|
|
|
191,503
|
|
||
Cash, restricted cash and cash equivalents, end of period
|
|
464,163
|
|
|
226,779
|
|
||
Less: cash, restricted cash and equivalents of discontinued operations, end of period
|
|
—
|
|
|
(44,158
|
)
|
||
Cash, restricted cash and cash equivalents of continuing operations, end of period
|
|
$
|
464,163
|
|
|
$
|
182,621
|
|
Reconciliation of cash & restricted cash reported within Condensed Consolidated Balance Sheets:
|
|
|
|
|
||||
Cash and cash equivalents, end of period
|
|
$
|
82,465
|
|
|
$
|
52,362
|
|
Restricted cash and cash equivalents, end of period
|
|
381,698
|
|
|
130,259
|
|
||
Total cash, restricted cash and cash equivalents, end of period
|
|
$
|
464,163
|
|
|
$
|
182,621
|
|
Non-cash investing activities
|
|
|
|
|
||||
Investments transferred out related to Partial Termination Amendment
|
|
$
|
280,670
|
|
|
$
|
—
|
|
Investments transferred out related to funds withheld arrangement with AmTrust
|
|
571,396
|
|
|
—
|
|
||
Investments transferred out related to discontinued operations
|
|
65,400
|
|
|
—
|
|
For the Three Months Ended June 30, 2019
|
|
Diversified Reinsurance
|
|
AmTrust Reinsurance
|
|
Other
|
|
Total
|
||||||||
Gross premiums written
|
|
$
|
11,244
|
|
|
$
|
(9,127
|
)
|
|
$
|
—
|
|
|
$
|
2,117
|
|
Net premiums written
|
|
$
|
8,718
|
|
|
$
|
(9,127
|
)
|
|
$
|
—
|
|
|
$
|
(409
|
)
|
Net premiums earned
|
|
$
|
22,472
|
|
|
$
|
111,514
|
|
|
$
|
—
|
|
|
$
|
133,986
|
|
Other insurance revenue
|
|
754
|
|
|
—
|
|
|
—
|
|
|
754
|
|
||||
Net loss and loss adjustment expenses ("loss and LAE")
|
|
(12,497
|
)
|
|
(109,088
|
)
|
|
24
|
|
|
(121,561
|
)
|
||||
Commission and other acquisition expenses
|
|
(8,147
|
)
|
|
(41,509
|
)
|
|
—
|
|
|
(49,656
|
)
|
||||
General and administrative expenses
|
|
(2,092
|
)
|
|
(562
|
)
|
|
—
|
|
|
(2,654
|
)
|
||||
Underwriting income (loss)
|
|
$
|
490
|
|
|
$
|
(39,645
|
)
|
|
$
|
24
|
|
|
(39,131
|
)
|
|
Reconciliation to net income from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Net investment income and realized gains on investment
|
|
|
|
|
|
|
|
55,208
|
|
|||||||
Interest and amortization expenses
|
|
|
|
|
|
|
|
(4,830
|
)
|
|||||||
Foreign exchange and other gains
|
|
|
|
|
|
|
|
1,207
|
|
|||||||
Other general and administrative expenses
|
|
|
|
|
|
|
|
(10,195
|
)
|
|||||||
Income tax benefit
|
|
|
|
|
|
|
|
1,026
|
|
|||||||
Net income from continuing operations
|
|
|
|
|
|
|
|
$
|
3,285
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss and LAE ratio(1)
|
|
53.8
|
%
|
|
97.8
|
%
|
|
|
|
90.2
|
%
|
|||||
Commission and other acquisition expense ratio(2)
|
|
35.1
|
%
|
|
37.2
|
%
|
|
|
|
36.9
|
%
|
|||||
General and administrative expense ratio(3)
|
|
9.0
|
%
|
|
0.5
|
%
|
|
|
|
9.5
|
%
|
|||||
Expense ratio(4)
|
|
44.1
|
%
|
|
37.7
|
%
|
|
|
|
46.4
|
%
|
|||||
Combined ratio(5)
|
|
97.9
|
%
|
|
135.5
|
%
|
|
|
|
136.6
|
%
|
For the Three Months Ended June 30, 2018
|
|
Diversified Reinsurance
|
|
AmTrust Reinsurance
|
|
Other
|
|
Total
|
||||||||
Gross premiums written
|
|
$
|
30,041
|
|
|
$
|
491,485
|
|
|
$
|
—
|
|
|
$
|
521,526
|
|
Net premiums written
|
|
$
|
29,717
|
|
|
$
|
491,311
|
|
|
$
|
—
|
|
|
$
|
521,028
|
|
Net premiums earned
|
|
$
|
28,539
|
|
|
$
|
475,849
|
|
|
$
|
—
|
|
|
$
|
504,388
|
|
Other insurance revenue
|
|
2,033
|
|
|
—
|
|
|
—
|
|
|
2,033
|
|
||||
Net loss and LAE
|
|
(16,165
|
)
|
|
(353,836
|
)
|
|
—
|
|
|
(370,001
|
)
|
||||
Commission and other acquisition expenses
|
|
(9,988
|
)
|
|
(152,792
|
)
|
|
—
|
|
|
(162,780
|
)
|
||||
General and administrative expenses
|
|
(4,593
|
)
|
|
(1,082
|
)
|
|
—
|
|
|
(5,675
|
)
|
||||
Underwriting loss
|
|
$
|
(174
|
)
|
|
$
|
(31,861
|
)
|
|
$
|
—
|
|
|
(32,035
|
)
|
|
Reconciliation to net loss from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Net investment income and realized losses on investment
|
|
|
|
|
|
|
|
33,846
|
|
|||||||
Interest and amortization expenses
|
|
|
|
|
|
|
|
(4,829
|
)
|
|||||||
Foreign exchange gains
|
|
|
|
|
|
|
|
4,821
|
|
|||||||
Other general and administrative expenses
|
|
|
|
|
|
|
|
(9,185
|
)
|
|||||||
Income tax benefit
|
|
|
|
|
|
|
|
1,847
|
|
|||||||
Net loss from continuing operations
|
|
|
|
|
|
|
|
$
|
(5,535
|
)
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss and LAE ratio(1)
|
|
52.9
|
%
|
|
74.4
|
%
|
|
|
|
73.1
|
%
|
|||||
Commission and other acquisition expense ratio(2)
|
|
32.7
|
%
|
|
32.1
|
%
|
|
|
|
32.1
|
%
|
|||||
General and administrative expense ratio(3)
|
|
15.0
|
%
|
|
0.2
|
%
|
|
|
|
2.9
|
%
|
|||||
Expense ratio(4)
|
|
47.7
|
%
|
|
32.3
|
%
|
|
|
|
35.0
|
%
|
|||||
Combined ratio(5)
|
|
100.6
|
%
|
|
106.7
|
%
|
|
|
|
108.1
|
%
|
For the Six Months Ended June 30, 2019
|
|
Diversified Reinsurance
|
|
AmTrust Reinsurance
|
|
Other
|
|
Total
|
||||||||
Gross premiums written
|
|
$
|
26,582
|
|
|
$
|
(585,604
|
)
|
|
$
|
—
|
|
|
$
|
(559,022
|
)
|
Net premiums written
|
|
$
|
23,665
|
|
|
$
|
(585,604
|
)
|
|
$
|
—
|
|
|
$
|
(561,939
|
)
|
Net premiums earned
|
|
$
|
47,764
|
|
|
$
|
269,324
|
|
|
$
|
—
|
|
|
$
|
317,088
|
|
Other insurance revenue
|
|
1,504
|
|
|
—
|
|
|
—
|
|
|
1,504
|
|
||||
Net loss and LAE
|
|
(26,888
|
)
|
|
(247,158
|
)
|
|
(204
|
)
|
|
(274,250
|
)
|
||||
Commission and other acquisition expenses
|
|
(17,408
|
)
|
|
(101,865
|
)
|
|
—
|
|
|
(119,273
|
)
|
||||
General and administrative expenses
|
|
(5,123
|
)
|
|
(1,828
|
)
|
|
—
|
|
|
(6,951
|
)
|
||||
Underwriting loss
|
|
$
|
(151
|
)
|
|
$
|
(81,527
|
)
|
|
$
|
(204
|
)
|
|
(81,882
|
)
|
|
Reconciliation to net loss from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Net investment income and realized gains on investment
|
|
|
|
|
|
|
|
76,129
|
|
|||||||
Interest and amortization expenses
|
|
|
|
|
|
|
|
(9,659
|
)
|
|||||||
Foreign exchange and other gains
|
|
|
|
|
|
|
|
6,186
|
|
|||||||
Other general and administrative expenses
|
|
|
|
|
|
|
|
(21,837
|
)
|
|||||||
Income tax benefit
|
|
|
|
|
|
|
|
1,064
|
|
|||||||
Net loss from continuing operations
|
|
|
|
|
|
|
|
$
|
(29,999
|
)
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss and LAE ratio(1)
|
|
54.6
|
%
|
|
91.8
|
%
|
|
|
|
86.1
|
%
|
|||||
Commission and other acquisition expense ratio(2)
|
|
35.3
|
%
|
|
37.8
|
%
|
|
|
|
37.5
|
%
|
|||||
General and administrative expense ratio(3)
|
|
10.4
|
%
|
|
0.7
|
%
|
|
|
|
9.0
|
%
|
|||||
Expense ratio(4)
|
|
45.7
|
%
|
|
38.5
|
%
|
|
|
|
46.5
|
%
|
|||||
Combined ratio(5)
|
|
100.3
|
%
|
|
130.3
|
%
|
|
|
|
132.6
|
%
|
For the Six Months Ended June 30, 2018
|
|
Diversified Reinsurance
|
|
AmTrust Reinsurance
|
|
Other
|
|
Total
|
||||||||
Gross premiums written
|
|
$
|
79,441
|
|
|
$
|
1,065,413
|
|
|
$
|
—
|
|
|
$
|
1,144,854
|
|
Net premiums written
|
|
$
|
77,988
|
|
|
$
|
1,065,691
|
|
|
$
|
—
|
|
|
$
|
1,143,679
|
|
Net premiums earned
|
|
$
|
54,054
|
|
|
$
|
967,147
|
|
|
$
|
—
|
|
|
$
|
1,021,201
|
|
Other insurance revenue
|
|
5,759
|
|
|
—
|
|
|
—
|
|
|
5,759
|
|
||||
Net loss and LAE
|
|
(32,064
|
)
|
|
(691,143
|
)
|
|
—
|
|
|
(723,207
|
)
|
||||
Commission and other acquisition expenses
|
|
(19,300
|
)
|
|
(310,108
|
)
|
|
—
|
|
|
(329,408
|
)
|
||||
General and administrative expenses
|
|
(9,074
|
)
|
|
(2,002
|
)
|
|
—
|
|
|
(11,076
|
)
|
||||
Underwriting loss
|
|
$
|
(625
|
)
|
|
$
|
(36,106
|
)
|
|
$
|
—
|
|
|
(36,731
|
)
|
|
Reconciliation to net income from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Net investment income and realized losses on investment
|
|
|
|
|
|
|
|
67,072
|
|
|||||||
Interest and amortization expenses
|
|
|
|
|
|
|
|
(9,658
|
)
|
|||||||
Foreign exchange gains
|
|
|
|
|
|
|
|
2,414
|
|
|||||||
Other general and administrative expenses
|
|
|
|
|
|
|
|
(19,455
|
)
|
|||||||
Income tax benefit
|
|
|
|
|
|
|
|
3,171
|
|
|||||||
Net income from continuing operations
|
|
|
|
|
|
|
|
$
|
6,813
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss and LAE ratio(1)
|
|
53.6
|
%
|
|
71.4
|
%
|
|
|
|
70.4
|
%
|
|||||
Commission and other acquisition expense ratio(2)
|
|
32.2
|
%
|
|
32.1
|
%
|
|
|
|
32.1
|
%
|
|||||
General and administrative expense ratio(3)
|
|
15.2
|
%
|
|
0.2
|
%
|
|
|
|
3.0
|
%
|
|||||
Expense ratio(4)
|
|
47.4
|
%
|
|
32.3
|
%
|
|
|
|
35.1
|
%
|
|||||
Combined ratio(5)
|
|
101.0
|
%
|
|
103.7
|
%
|
|
|
|
105.5
|
%
|
(1)
|
Calculated by dividing net loss and LAE by the sum of net premiums earned and other insurance revenue.
|
(2)
|
Calculated by dividing commission and other acquisition expenses by the sum of net premiums earned and other insurance revenue.
|
(3)
|
Calculated by dividing general and administrative expenses by the sum of net premiums earned and other insurance revenue.
|
(4)
|
Calculated by adding together the commission and other acquisition expense ratio and general and administrative expense ratio.
|
(5)
|
Calculated by adding together net loss and LAE ratio and the expense ratio.
|
June 30, 2019
|
|
Diversified Reinsurance
|
|
AmTrust Reinsurance
|
|
Total
|
||||||
Total assets - reportable segments
|
|
$
|
180,370
|
|
|
$
|
3,720,416
|
|
|
$
|
3,900,786
|
|
Corporate assets
|
|
—
|
|
|
—
|
|
|
631,761
|
|
|||
Assets held for sale
|
|
—
|
|
|
—
|
|
|
66,009
|
|
|||
Total Assets
|
|
$
|
180,370
|
|
|
$
|
3,720,416
|
|
|
$
|
4,598,556
|
|
|
|
|
|
|
|
|
||||||
December 31, 2018
|
|
Diversified Reinsurance
|
|
AmTrust Reinsurance
|
|
Total
|
||||||
Total assets - reportable segments
|
|
$
|
190,437
|
|
|
$
|
4,495,740
|
|
|
$
|
4,686,177
|
|
Corporate assets
|
|
—
|
|
|
—
|
|
|
426,808
|
|
|||
Assets held for sale
|
|
—
|
|
|
—
|
|
|
174,475
|
|
|||
Total Assets
|
|
$
|
190,437
|
|
|
$
|
4,495,740
|
|
|
$
|
5,287,460
|
|
For the Three Months Ended June 30,
|
|
2019
|
2018
|
|||||
Net premiums written
|
|
Total
|
Total
|
|||||
Diversified Reinsurance
|
|
|
|
|
||||
International
|
|
$
|
8,718
|
|
|
$
|
29,717
|
|
Total Diversified Reinsurance
|
|
8,718
|
|
|
29,717
|
|
||
AmTrust Reinsurance
|
|
|
|
|
||||
Small Commercial Business
|
|
5,515
|
|
|
279,486
|
|
||
Specialty Program
|
|
(16,031
|
)
|
|
103,196
|
|
||
Specialty Risk and Extended Warranty
|
|
1,389
|
|
|
108,629
|
|
||
Total AmTrust Reinsurance
|
|
(9,127
|
)
|
|
491,311
|
|
||
Total Net Premiums Written
|
|
$
|
(409
|
)
|
|
$
|
521,028
|
|
For the Six Months Ended June 30,
|
|
2019
|
2018
|
|||||
Net premiums written
|
|
Total
|
Total
|
|||||
Diversified Reinsurance
|
|
|
|
|
||||
International
|
|
$
|
23,665
|
|
|
$
|
77,947
|
|
Other
|
|
—
|
|
|
41
|
|
||
Total Diversified Reinsurance
|
|
23,665
|
|
|
77,988
|
|
||
AmTrust Reinsurance
|
|
|
|
|
||||
Small Commercial Business
|
|
(337,166
|
)
|
|
647,240
|
|
||
Specialty Program
|
|
(28,639
|
)
|
|
192,327
|
|
||
Specialty Risk and Extended Warranty
|
|
(219,799
|
)
|
|
226,124
|
|
||
Total AmTrust Reinsurance
|
|
(585,604
|
)
|
|
1,065,691
|
|
||
Total Net Premiums Written
|
|
$
|
(561,939
|
)
|
|
$
|
1,143,679
|
|
For the Three Months Ended June 30,
|
|
2019
|
2018
|
|||||
Net premiums earned
|
|
Total
|
Total
|
|||||
Diversified Reinsurance
|
|
|
|
|
||||
International
|
|
$
|
22,472
|
|
|
$
|
28,539
|
|
Other
|
|
—
|
|
|
—
|
|
||
Total Diversified Reinsurance
|
|
22,472
|
|
|
28,539
|
|
||
AmTrust Reinsurance
|
|
|
|
|
||||
Small Commercial Business
|
|
23,283
|
|
|
293,514
|
|
||
Specialty Program
|
|
30,326
|
|
|
96,739
|
|
||
Specialty Risk and Extended Warranty
|
|
57,905
|
|
|
85,596
|
|
||
Total AmTrust Reinsurance
|
|
111,514
|
|
|
475,849
|
|
||
Total Net Premiums Earned
|
|
$
|
133,986
|
|
|
$
|
504,388
|
|
For the Six Months Ended June 30,
|
|
2019
|
2018
|
|||||
Net premiums earned
|
|
Total
|
Total
|
|||||
Diversified Reinsurance
|
|
|
|
|
||||
International
|
|
$
|
47,764
|
|
|
$
|
54,013
|
|
Other
|
|
—
|
|
|
41
|
|
||
Total Diversified Reinsurance
|
|
47,764
|
|
|
54,054
|
|
||
AmTrust Reinsurance
|
|
|
|
|
||||
Small Commercial Business
|
|
62,738
|
|
|
609,223
|
|
||
Specialty Program
|
|
106,547
|
|
|
185,233
|
|
||
Specialty Risk and Extended Warranty
|
|
100,039
|
|
|
172,691
|
|
||
Total AmTrust Reinsurance
|
|
269,324
|
|
|
967,147
|
|
||
Total Net Premiums Earned
|
|
$
|
317,088
|
|
|
$
|
1,021,201
|
|
a)
|
Fixed Maturities
|
June 30, 2019
|
|
Original or amortized cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair value
|
||||||||
AFS fixed maturities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury bonds
|
|
$
|
365,953
|
|
|
$
|
1,153
|
|
|
$
|
(3
|
)
|
|
$
|
367,103
|
|
U.S. agency bonds – mortgage-backed
|
|
950,301
|
|
|
9,299
|
|
|
(3,203
|
)
|
|
956,397
|
|
||||
U.S. agency bonds – other
|
|
51,875
|
|
|
4
|
|
|
(1
|
)
|
|
51,878
|
|
||||
Non-U.S. government and supranational bonds
|
|
29,321
|
|
|
313
|
|
|
(298
|
)
|
|
29,336
|
|
||||
Asset-backed securities
|
|
220,938
|
|
|
681
|
|
|
(553
|
)
|
|
221,066
|
|
||||
Corporate bonds
|
|
1,310,870
|
|
|
37,115
|
|
|
(15,258
|
)
|
|
1,332,727
|
|
||||
Municipal bonds
|
|
12,949
|
|
|
142
|
|
|
—
|
|
|
13,091
|
|
||||
Total fixed maturity investments
|
|
$
|
2,942,207
|
|
|
$
|
48,707
|
|
|
$
|
(19,316
|
)
|
|
$
|
2,971,598
|
|
December 31, 2018
|
|
Original or amortized cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair value
|
||||||||
AFS fixed maturities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury bonds
|
|
$
|
138,625
|
|
|
$
|
448
|
|
|
$
|
(1
|
)
|
|
$
|
139,072
|
|
U.S. agency bonds – mortgage-backed
|
|
1,485,716
|
|
|
3,491
|
|
|
(36,073
|
)
|
|
1,453,134
|
|
||||
U.S. agency bonds – other
|
|
129,741
|
|
|
40
|
|
|
(548
|
)
|
|
129,233
|
|
||||
Non-U.S. government and supranational bonds
|
|
11,212
|
|
|
66
|
|
|
(1,206
|
)
|
|
10,072
|
|
||||
Asset-backed securities
|
|
216,072
|
|
|
425
|
|
|
(1,415
|
)
|
|
215,082
|
|
||||
Corporate bonds
|
|
1,128,614
|
|
|
6,525
|
|
|
(30,164
|
)
|
|
1,104,975
|
|
||||
Total AFS fixed maturities
|
|
3,109,980
|
|
|
10,995
|
|
|
(69,407
|
)
|
|
3,051,568
|
|
||||
HTM fixed maturities:
|
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
|
957,845
|
|
|
3,872
|
|
|
(20,990
|
)
|
|
940,727
|
|
||||
Municipal bonds
|
|
57,836
|
|
|
—
|
|
|
(551
|
)
|
|
57,285
|
|
||||
Total HTM fixed maturities
|
|
1,015,681
|
|
|
3,872
|
|
|
(21,541
|
)
|
|
998,012
|
|
||||
Total fixed maturity investments
|
|
$
|
4,125,661
|
|
|
$
|
14,867
|
|
|
$
|
(90,948
|
)
|
|
$
|
4,049,580
|
|
June 30, 2019
|
|
Amortized cost
|
|
Fair value
|
||||
Maturity
|
|
|
|
|
||||
Due in one year or less
|
|
$
|
403,428
|
|
|
$
|
402,136
|
|
Due after one year through five years
|
|
791,633
|
|
|
798,539
|
|
||
Due after five years through ten years
|
|
575,907
|
|
|
593,460
|
|
||
|
|
1,770,968
|
|
|
1,794,135
|
|
||
U.S. agency bonds – mortgage-backed
|
|
950,301
|
|
|
956,397
|
|
||
Asset-backed securities
|
|
220,938
|
|
|
221,066
|
|
||
Total fixed maturities
|
|
$
|
2,942,207
|
|
|
$
|
2,971,598
|
|
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
June 30, 2019
|
|
Fair
value |
|
Unrealized
losses |
|
Fair
value |
|
Unrealized
losses |
|
Fair
value |
|
Unrealized
losses |
||||||||||||
Fixed maturities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasury bonds
|
|
$
|
249,954
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
249,954
|
|
|
$
|
(3
|
)
|
U.S. agency bonds – mortgage-backed
|
|
10,461
|
|
|
(52
|
)
|
|
281,302
|
|
|
(3,151
|
)
|
|
291,763
|
|
|
(3,203
|
)
|
||||||
U.S. agency bonds – other
|
|
49,988
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
49,988
|
|
|
(1
|
)
|
||||||
Non-U.S. government and supranational bonds
|
|
14,126
|
|
|
(181
|
)
|
|
7,789
|
|
|
(117
|
)
|
|
21,915
|
|
|
(298
|
)
|
||||||
Asset-backed securities
|
|
83,560
|
|
|
(419
|
)
|
|
9,266
|
|
|
(134
|
)
|
|
92,826
|
|
|
(553
|
)
|
||||||
Corporate bonds
|
|
26,221
|
|
|
(530
|
)
|
|
214,237
|
|
|
(14,728
|
)
|
|
240,458
|
|
|
(15,258
|
)
|
||||||
Total temporarily impaired fixed maturities
|
|
$
|
434,310
|
|
|
$
|
(1,186
|
)
|
|
$
|
512,594
|
|
|
$
|
(18,130
|
)
|
|
$
|
946,904
|
|
|
$
|
(19,316
|
)
|
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
December 31, 2018
|
|
Fair
value |
|
Unrealized
losses |
|
Fair
value |
|
Unrealized
losses |
|
Fair
value |
|
Unrealized
losses |
||||||||||||
Fixed maturities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasury bonds
|
|
$
|
125
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
125
|
|
|
$
|
(1
|
)
|
U.S. agency bonds – mortgage-backed
|
|
416,147
|
|
|
(6,624
|
)
|
|
838,091
|
|
|
(29,449
|
)
|
|
1,254,238
|
|
|
(36,073
|
)
|
||||||
U.S. agency bonds – other
|
|
26,838
|
|
|
(27
|
)
|
|
17,462
|
|
|
(521
|
)
|
|
44,300
|
|
|
(548
|
)
|
||||||
Non-U.S. government and supranational bonds
|
|
4,024
|
|
|
(252
|
)
|
|
3,770
|
|
|
(954
|
)
|
|
7,794
|
|
|
(1,206
|
)
|
||||||
Asset-backed securities
|
|
74,801
|
|
|
(1,196
|
)
|
|
5,793
|
|
|
(219
|
)
|
|
80,594
|
|
|
(1,415
|
)
|
||||||
Corporate bonds
|
|
1,052,765
|
|
|
(30,334
|
)
|
|
286,542
|
|
|
(20,820
|
)
|
|
1,339,307
|
|
|
(51,154
|
)
|
||||||
Municipal bonds
|
|
20,379
|
|
|
(261
|
)
|
|
36,906
|
|
|
(290
|
)
|
|
57,285
|
|
|
(551
|
)
|
||||||
Total temporarily impaired fixed maturities
|
|
$
|
1,595,079
|
|
|
$
|
(38,695
|
)
|
|
$
|
1,188,564
|
|
|
$
|
(52,253
|
)
|
|
$
|
2,783,643
|
|
|
$
|
(90,948
|
)
|
Ratings(1) at June 30, 2019
|
|
Amortized cost
|
|
Fair value
|
|
% of Total
fair value |
|||||
U.S. treasury bonds
|
|
$
|
365,953
|
|
|
$
|
367,103
|
|
|
12.4
|
%
|
U.S. agency bonds
|
|
1,002,176
|
|
|
1,008,275
|
|
|
33.9
|
%
|
||
AAA
|
|
117,628
|
|
|
117,891
|
|
|
4.0
|
%
|
||
AA+, AA, AA-
|
|
154,929
|
|
|
156,037
|
|
|
5.2
|
%
|
||
A+, A, A-
|
|
784,152
|
|
|
800,009
|
|
|
26.9
|
%
|
||
BBB+, BBB, BBB-
|
|
491,469
|
|
|
496,589
|
|
|
16.7
|
%
|
||
BB+ or lower
|
|
25,900
|
|
|
25,694
|
|
|
0.9
|
%
|
||
Total fixed maturities
|
|
$
|
2,942,207
|
|
|
$
|
2,971,598
|
|
|
100.0
|
%
|
Ratings(1) at December 31, 2018
|
|
Amortized cost
|
|
Fair value
|
|
% of Total
fair value |
|||||
U.S. treasury bonds
|
|
$
|
138,625
|
|
|
$
|
139,072
|
|
|
3.4
|
%
|
U.S. agency bonds
|
|
1,615,457
|
|
|
1,582,367
|
|
|
39.1
|
%
|
||
AAA
|
|
137,172
|
|
|
135,119
|
|
|
3.3
|
%
|
||
AA+, AA, AA-
|
|
183,142
|
|
|
178,674
|
|
|
4.4
|
%
|
||
A+, A, A-
|
|
1,132,993
|
|
|
1,113,710
|
|
|
27.5
|
%
|
||
BBB+, BBB, BBB-
|
|
866,043
|
|
|
848,348
|
|
|
21.0
|
%
|
||
BB+ or lower
|
|
52,229
|
|
|
52,290
|
|
|
1.3
|
%
|
||
Total fixed maturities
|
|
$
|
4,125,661
|
|
|
$
|
4,049,580
|
|
|
100.0
|
%
|
(1)
|
Based on Standard & Poor’s ("S&P"), or equivalent, ratings
|
b)
|
Other Investments
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||
|
|
Fair value
|
|
% of Total
fair value |
|
Fair value
|
|
% of Total
fair value |
||||||
Investment in limited partnerships
|
|
$
|
3,258
|
|
|
11.5
|
%
|
|
$
|
3,833
|
|
|
16.2
|
%
|
Investment in special purpose vehicles focused on lending activities
|
|
23,373
|
|
|
82.2
|
%
|
|
18,383
|
|
|
77.5
|
%
|
||
Other
|
|
1,800
|
|
|
6.3
|
%
|
|
1,500
|
|
|
6.3
|
%
|
||
Total other investments
|
|
$
|
28,431
|
|
|
100.0
|
%
|
|
$
|
23,716
|
|
|
100.0
|
%
|
c)
|
Net Investment Income
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Fixed maturities
|
|
$
|
23,522
|
|
|
$
|
32,914
|
|
|
$
|
49,742
|
|
|
$
|
65,042
|
|
Funds withheld interest
|
|
5,169
|
|
|
54
|
|
|
9,706
|
|
|
113
|
|
||||
Loan to related party
|
|
1,842
|
|
|
1,565
|
|
|
3,664
|
|
|
2,993
|
|
||||
Cash and cash equivalents and other
|
|
1,316
|
|
|
800
|
|
|
1,591
|
|
|
1,168
|
|
||||
|
|
31,849
|
|
|
35,333
|
|
|
64,703
|
|
|
69,316
|
|
||||
Investment expenses
|
|
(727
|
)
|
|
(1,073
|
)
|
|
(1,559
|
)
|
|
(2,187
|
)
|
||||
Net investment income
|
|
$
|
31,122
|
|
|
$
|
34,260
|
|
|
$
|
63,144
|
|
|
$
|
67,129
|
|
d)
|
Realized Gains (Losses) on Investment
|
For the Three Months Ended June 30, 2019
|
|
Gross gains
|
|
Gross losses
|
|
Net
|
||||||
AFS fixed maturities
|
|
$
|
25,436
|
|
|
$
|
(1,501
|
)
|
|
$
|
23,935
|
|
Other investments
|
|
151
|
|
|
—
|
|
|
151
|
|
|||
Net realized gains (losses) on investment
|
|
$
|
25,587
|
|
|
$
|
(1,501
|
)
|
|
$
|
24,086
|
|
|
|
|
|
|
|
|
||||||
For the Three Months Ended June 30, 2018
|
|
Gross gains
|
|
Gross losses
|
|
Net
|
||||||
AFS fixed maturities
|
|
$
|
2,287
|
|
|
$
|
(2,921
|
)
|
|
$
|
(634
|
)
|
Other investments
|
|
220
|
|
|
—
|
|
|
220
|
|
|||
Net realized gains (losses) on investment
|
|
$
|
2,507
|
|
|
$
|
(2,921
|
)
|
|
$
|
(414
|
)
|
|
|
|
|
|
|
|
||||||
For the Six Months Ended June 30, 2019
|
|
Gross gains
|
|
Gross losses
|
|
Net
|
||||||
AFS fixed maturities
|
|
$
|
27,860
|
|
|
$
|
(14,881
|
)
|
|
$
|
12,979
|
|
Other investments
|
|
151
|
|
|
(145
|
)
|
|
6
|
|
|||
Net realized gains (losses) on investment
|
|
$
|
28,011
|
|
|
$
|
(15,026
|
)
|
|
$
|
12,985
|
|
|
|
|
|
|
|
|
||||||
For the Six Months Ended June 30, 2018
|
|
Gross gains
|
|
Gross losses
|
|
Net
|
||||||
AFS fixed maturities
|
|
$
|
2,939
|
|
|
$
|
(4,698
|
)
|
|
$
|
(1,759
|
)
|
Other investments
|
|
1,702
|
|
|
—
|
|
|
1,702
|
|
|||
Net realized gains (losses) on investment
|
|
$
|
4,641
|
|
|
$
|
(4,698
|
)
|
|
$
|
(57
|
)
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Fixed maturities
|
|
$
|
29,392
|
|
|
$
|
(59,729
|
)
|
Deferred income tax
|
|
(114
|
)
|
|
(33
|
)
|
||
Net unrealized gains (losses), net of deferred income tax
|
|
$
|
29,278
|
|
|
$
|
(59,762
|
)
|
Change, net of deferred income tax
|
|
$
|
89,040
|
|
|
$
|
(81,651
|
)
|
For the Three Months Ended June 30,
|
|
2019
|
|
2018
|
||||
Net gains recognized in net income on other investments during the period
|
|
$
|
151
|
|
|
$
|
220
|
|
Net realized gains recognized on other investments divested during the period
|
|
(409
|
)
|
|
(287
|
)
|
||
Net unrealized losses recognized on other investments still held at end of period
|
|
$
|
(258
|
)
|
|
$
|
(67
|
)
|
|
|
|
|
|
||||
For the Six Months Ended June 30,
|
|
2019
|
|
2018
|
||||
Net gains recognized in net income on other investments during the period
|
|
$
|
6
|
|
|
$
|
1,702
|
|
Net realized gains recognized on other investments divested during the period
|
|
(411
|
)
|
|
(879
|
)
|
||
Net unrealized (losses) gains recognized on other investments still held at end of period
|
|
$
|
(405
|
)
|
|
$
|
823
|
|
e)
|
Restricted Cash and Cash Equivalents and Investments
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Restricted cash – third party agreements
|
|
$
|
21,299
|
|
|
$
|
21,420
|
|
Restricted cash – related party agreements(1)
|
|
360,399
|
|
|
108,728
|
|
||
Total restricted cash
|
|
381,698
|
|
|
130,148
|
|
||
Restricted investments – in trust for third party agreements at fair value (amortized cost: 2019 – $69,855; 2018 – $88,841)
|
|
69,999
|
|
|
89,596
|
|
||
Restricted investments – in trust for related party agreements at fair value (amortized cost: 2019 – $2,655,683; 2018 – $3,870,731)
|
|
2,689,179
|
|
|
3,804,215
|
|
||
Restricted investments – liability for investments purchased for related party agreements(1)
|
|
(266,946
|
)
|
|
—
|
|
||
Total restricted investments
|
|
2,492,232
|
|
|
3,893,811
|
|
||
Total restricted cash and investments
|
|
$
|
2,873,930
|
|
|
$
|
4,023,959
|
|
•
|
Level 1 — Valuations based on unadjusted quoted market prices for identical assets or liabilities that we have the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Examples of assets and liabilities utilizing Level 1 inputs include: U.S. Treasury bonds;
|
•
|
Level 2 — Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, or valuations based on models where the significant inputs are observable (e.g. interest rates, yield curves, prepayment speeds, default rates, loss severities, etc.) or can be corroborated by observable market data. Examples of assets and liabilities utilizing Level 2 inputs include: U.S. government-sponsored agency securities; non-U.S. government and supranational obligations; commercial mortgage-backed securities ("CMBS"); collateralized loan obligations ("CLO"); corporate and municipal bonds; and
|
•
|
Level 3 — Valuations based on models where significant inputs are not observable. The unobservable inputs reflect our own assumptions about assumptions that market participants would use. Examples of assets and liabilities utilizing Level 3 inputs include: an investment in preference shares of a start-up insurance producer.
|
June 30, 2019
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Fair Value Based on NAV Practical Expedient
|
|
Total Fair Value
|
||||||||||
AFS fixed maturities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. treasury bonds
|
|
$
|
367,103
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
367,103
|
|
U.S. agency bonds – mortgage-backed
|
|
—
|
|
|
956,397
|
|
|
—
|
|
|
—
|
|
|
956,397
|
|
|||||
U.S. agency bonds – other
|
|
—
|
|
|
51,878
|
|
|
—
|
|
|
—
|
|
|
51,878
|
|
|||||
Non-U.S. government and supranational bonds
|
|
—
|
|
|
29,336
|
|
|
—
|
|
|
—
|
|
|
29,336
|
|
|||||
Asset-backed securities
|
|
—
|
|
|
221,066
|
|
|
—
|
|
|
—
|
|
|
221,066
|
|
|||||
Corporate bonds
|
|
—
|
|
|
1,332,727
|
|
|
—
|
|
|
—
|
|
|
1,332,727
|
|
|||||
Municipal bonds
|
|
—
|
|
|
13,091
|
|
|
—
|
|
|
—
|
|
|
13,091
|
|
|||||
Other investments
|
|
—
|
|
|
—
|
|
|
25,173
|
|
|
3,258
|
|
|
28,431
|
|
|||||
Total
|
|
$
|
367,103
|
|
|
$
|
2,604,495
|
|
|
$
|
25,173
|
|
|
$
|
3,258
|
|
|
$
|
3,000,029
|
|
As a percentage of total assets
|
|
8.0
|
%
|
|
56.6
|
%
|
|
0.5
|
%
|
|
0.1
|
%
|
|
65.2
|
%
|
December 31, 2018
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Fair Value Based on NAV Practical Expedient
|
|
Total Fair Value
|
||||||||||
AFS fixed maturities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. treasury bonds
|
|
$
|
139,072
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
139,072
|
|
U.S. agency bonds – mortgage-backed
|
|
—
|
|
|
1,453,134
|
|
|
—
|
|
|
—
|
|
|
1,453,134
|
|
|||||
U.S. agency bonds – other
|
|
—
|
|
|
129,233
|
|
|
—
|
|
|
—
|
|
|
129,233
|
|
|||||
Non-U.S. government and supranational bonds
|
|
—
|
|
|
10,072
|
|
|
—
|
|
|
—
|
|
|
10,072
|
|
|||||
Asset-backed securities
|
|
—
|
|
|
215,082
|
|
|
—
|
|
|
—
|
|
|
215,082
|
|
|||||
Corporate bonds
|
|
—
|
|
|
1,104,975
|
|
|
—
|
|
|
—
|
|
|
1,104,975
|
|
|||||
Other investments
|
|
—
|
|
|
—
|
|
|
19,883
|
|
|
3,833
|
|
|
23,716
|
|
|||||
Total
|
|
$
|
139,072
|
|
|
$
|
2,912,496
|
|
|
$
|
19,883
|
|
|
$
|
3,833
|
|
|
$
|
3,075,284
|
|
As a percentage of total assets
|
|
2.6
|
%
|
|
55.1
|
%
|
|
0.4
|
%
|
|
0.1
|
%
|
|
58.2
|
%
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
Financial Assets
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
HTM – corporate bonds
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
957,845
|
|
|
$
|
940,727
|
|
HTM – municipal bonds
|
|
—
|
|
|
—
|
|
|
57,836
|
|
|
57,285
|
|
||||
Total financial assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,015,681
|
|
|
$
|
998,012
|
|
|
|
|
|
|
|
|
|
|
||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Senior Notes - MHLA – 6.625%
|
|
$
|
110,000
|
|
|
$
|
70,400
|
|
|
$
|
110,000
|
|
|
$
|
75,240
|
|
Senior Notes - MHNC – 7.75%
|
|
152,500
|
|
|
129,503
|
|
|
152,500
|
|
|
143,960
|
|
||||
Total financial liabilities
|
|
$
|
262,500
|
|
|
$
|
199,903
|
|
|
$
|
262,500
|
|
|
$
|
219,200
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
|
||||
Fixed maturities, available-for-sale, at fair value
|
|
$
|
—
|
|
|
$
|
63,560
|
|
Restricted cash and cash equivalents
|
|
—
|
|
|
6,113
|
|
||
Reinsurance balances receivable, net
|
|
689
|
|
|
689
|
|
||
Reinsurance recoverable on unpaid losses
|
|
65,320
|
|
|
70,158
|
|
||
Other assets
|
|
—
|
|
|
33,955
|
|
||
Total assets held for sale
|
|
$
|
66,009
|
|
|
$
|
174,475
|
|
LIABILITIES
|
|
|
|
|
||||
Reserve for loss and loss adjustment expenses
|
|
$
|
65,320
|
|
|
$
|
76,521
|
|
Accrued expenses and other liabilities
|
|
689
|
|
|
79,440
|
|
||
Total liabilities held for sale
|
|
$
|
66,009
|
|
|
$
|
155,961
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Gross premiums written
|
|
$
|
—
|
|
|
$
|
132,710
|
|
|
$
|
—
|
|
|
$
|
362,022
|
|
Net premiums written
|
|
$
|
—
|
|
|
$
|
124,560
|
|
|
$
|
—
|
|
|
$
|
351,242
|
|
Net premiums earned
|
|
$
|
—
|
|
|
$
|
162,958
|
|
|
$
|
—
|
|
|
$
|
331,577
|
|
Other revenue
|
|
—
|
|
|
—
|
|
|
62
|
|
|
—
|
|
||||
Net investment income
|
|
—
|
|
|
10,053
|
|
|
—
|
|
|
20,054
|
|
||||
Net loss and loss adjustment expenses
|
|
6,363
|
|
|
(121,553
|
)
|
|
6,363
|
|
|
(241,671
|
)
|
||||
Commission and other acquisition expenses
|
|
—
|
|
|
(35,965
|
)
|
|
—
|
|
|
(77,951
|
)
|
||||
General and administrative expenses
|
|
(815
|
)
|
|
(4,714
|
)
|
|
(1,832
|
)
|
|
(8,993
|
)
|
||||
Amortization of intangible assets
|
|
—
|
|
|
(462
|
)
|
|
—
|
|
|
(924
|
)
|
||||
Income from discontinued operations before income taxes
|
|
5,548
|
|
|
10,317
|
|
|
4,593
|
|
|
22,092
|
|
||||
Loss on disposal of discontinued operations
|
|
(23,077
|
)
|
|
—
|
|
|
(25,474
|
)
|
|
—
|
|
||||
Income tax expense
|
|
(1,169
|
)
|
|
(2,102
|
)
|
|
(1,169
|
)
|
|
(3,882
|
)
|
||||
(Loss) income from discontinued operations, net of income tax
|
|
$
|
(18,698
|
)
|
|
$
|
8,215
|
|
|
$
|
(22,050
|
)
|
|
$
|
18,210
|
|
June 30, 2019
|
|
2016 Senior Notes
|
|
2013 Senior Notes
|
|
Total
|
||||||
Principal amount
|
|
$
|
110,000
|
|
|
$
|
152,500
|
|
|
$
|
262,500
|
|
Less: unamortized issuance costs
|
|
3,588
|
|
|
4,112
|
|
|
7,700
|
|
|||
Carrying value
|
|
$
|
106,412
|
|
|
$
|
148,388
|
|
|
$
|
254,800
|
|
|
|
|
|
|
|
|
||||||
December 31, 2018
|
|
2016 Senior Notes
|
|
2013 Senior Notes
|
|
Total
|
||||||
Principal amount
|
|
$
|
110,000
|
|
|
$
|
152,500
|
|
|
$
|
262,500
|
|
Less: unamortized issuance costs
|
|
3,610
|
|
|
4,196
|
|
|
7,806
|
|
|||
Carrying value
|
|
$
|
106,390
|
|
|
$
|
148,304
|
|
|
$
|
254,694
|
|
|
|
|
|
|
|
|
||||||
Other details:
|
|
|
|
|
|
|
||||||
Original debt issuance costs
|
|
$
|
3,715
|
|
|
$
|
5,054
|
|
|
|
||
Maturity date
|
|
June 14, 2046
|
|
|
Dec 1, 2043
|
|
|
|
||||
Earliest redeemable date (for cash)
|
|
June 14, 2021
|
|
|
Dec 1, 2018
|
|
|
|
||||
Coupon rate
|
|
6.625
|
%
|
|
7.75
|
%
|
|
|
||||
Effective interest rate
|
|
7.07
|
%
|
|
8.04
|
%
|
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Gross and net premiums written
|
|
$
|
(9,127
|
)
|
|
$
|
491,485
|
|
|
$
|
(585,604
|
)
|
|
$
|
1,065,413
|
|
Net premiums earned
|
|
111,833
|
|
|
477,202
|
|
|
269,963
|
|
|
981,001
|
|
||||
Net loss and LAE
|
|
(109,091
|
)
|
|
(351,954
|
)
|
|
(247,035
|
)
|
|
(696,483
|
)
|
||||
Commission expenses
|
|
(40,111
|
)
|
|
(148,500
|
)
|
|
(98,490
|
)
|
|
(304,350
|
)
|
•
|
by lending funds in the amount of $167,975 at June 30, 2019 and December 31, 2018 pursuant to a loan agreement entered into between those parties. Advances under the loan are secured by promissory notes. This loan was assigned by AII to AmTrust effective December 31, 2014 and is carried at cost. Effective December 18, 2017, interest is payable at a rate equivalent to the Federal Funds Effective Rate ("Fed Funds") plus 200 basis points per annum. Please see "Note 4. (c) Investments" for the total amount of interest earned from this loan. On January 30, 2019, in connection with the termination of the reinsurance agreements described above, the Company and AmTrust entered into an amendment to the Loan Agreement between Maiden Bermuda, AmTrust and AII, originally entered into on November 16, 2007. The Amendment to the Loan Agreement provides for the extension of the maturity date to January 1, 2025 and acknowledges that due to the termination of the AmTrust Quota Share, no further loans or advances may be made pursuant to the Loan Agreement;
|
•
|
effective December 1, 2008, the Company entered into a Reinsurer Trust Assets Collateral agreement to provide to AII sufficient collateral to secure its proportional share of AII's obligations to the U.S. AmTrust subsidiaries. The amount of the collateral at June 30, 2019 was approximately $2,521,158 (December 31, 2018 - $3,650,418) and the accrued interest was $13,203 (December 31, 2018 - $23,283). Please refer to "Note 4. (e) Investments" for additional information; and
|
•
|
on January 11, 2019, a portion of the existing trust accounts used for collateral on the AmTrust Quota Share were converted to a funds withheld arrangement. The Company transferred cash and investments of $575,000 to AmTrust as a funds withheld receivable which bears an interest rate of 3.5%, subject to annual adjustment. At June 30, 2019, the balance of funds withheld was $575,000 and the accrued interest was $5,017. The interest income on the funds withheld receivable was approximately $5,017 and $9,443 for the three and six months ended June 30, 2019, respectively.
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Reserve for reported loss and LAE
|
|
$
|
1,533,380
|
|
|
$
|
1,571,217
|
|
Reserve for losses incurred but not reported ("IBNR")
|
|
1,517,885
|
|
|
1,484,759
|
|
||
Reserve for loss and LAE
|
|
$
|
3,051,265
|
|
|
$
|
3,055,976
|
|
For the Six Months Ended June 30,
|
|
2019
|
|
2018
|
||||
Gross loss and LAE reserves, January 1
|
|
$
|
3,055,976
|
|
|
$
|
2,386,722
|
|
Less: reinsurance recoverable on unpaid losses, January 1
|
|
1,743
|
|
|
24,883
|
|
||
Net loss and LAE reserves, January 1
|
|
3,054,233
|
|
|
2,361,839
|
|
||
Net incurred losses related to:
|
|
|
|
|
||||
Current year
|
|
240,978
|
|
|
685,229
|
|
||
Prior years
|
|
33,272
|
|
|
37,978
|
|
||
|
|
274,250
|
|
|
723,207
|
|
||
Net paid losses related to:
|
|
|
|
|
||||
Current year
|
|
(3,186
|
)
|
|
(151,527
|
)
|
||
Prior years
|
|
(272,136
|
)
|
|
(401,039
|
)
|
||
|
|
(275,322
|
)
|
|
(552,566
|
)
|
||
Effect of foreign exchange rate movements
|
|
(3,880
|
)
|
|
(12,308
|
)
|
||
Net loss and LAE reserves, June 30
|
|
3,049,281
|
|
|
2,520,172
|
|
||
Reinsurance recoverable on unpaid losses, June 30
|
|
1,984
|
|
|
21,803
|
|
||
Gross loss and LAE reserves, June 30
|
|
$
|
3,051,265
|
|
|
$
|
2,541,975
|
|
a)
|
Operating Lease Commitments
|
|
June 30, 2019
|
||
Remainder of 2019
|
$
|
669
|
|
2020
|
1,171
|
|
|
2021
|
741
|
|
|
2022
|
741
|
|
|
Discount for present value
|
(444
|
)
|
|
Total discounted operating lease liabilities
|
$
|
2,878
|
|
|
December 31, 2018
|
||
2019
|
$
|
1,442
|
|
2020
|
1,228
|
|
|
2021
|
772
|
|
|
2022
|
750
|
|
|
|
$
|
4,192
|
|
b)
|
Legal Proceedings
|
For the Three Months Ended June 30,
|
|
2019
|
|
2018
|
||||
Numerator:
|
|
|
|
|
||||
Net income (loss) from continuing operations
|
|
$
|
3,285
|
|
|
$
|
(5,535
|
)
|
Net income from continuing operations attributable to noncontrolling interests
|
|
—
|
|
|
(47
|
)
|
||
Net income (loss) attributable to Maiden from continuing operations
|
|
3,285
|
|
|
(5,582
|
)
|
||
Dividends on preference shares – Series A, C and D
|
|
—
|
|
|
(8,546
|
)
|
||
Amount allocated to participating common shareholders(1)
|
|
—
|
|
|
(4
|
)
|
||
Income (loss) attributable to Maiden common shareholders, before discontinued operations
|
|
3,285
|
|
|
(14,132
|
)
|
||
(Loss) income from discontinued operations, net of income tax expense
|
|
(18,698
|
)
|
|
8,215
|
|
||
Numerator for basic and diluted EPS - net loss allocated to Maiden common shareholders
|
|
$
|
(15,413
|
)
|
|
$
|
(5,917
|
)
|
Denominator:
|
|
|
|
|
||||
Weighted average number of common shares – basic
|
|
83,058,123
|
|
|
83,126,204
|
|
||
Potentially dilutive securities:
|
|
|
|
|
||||
Share options and restricted share units
|
|
17,033
|
|
|
—
|
|
||
Adjusted weighted average number of common shares – diluted
|
|
83,075,156
|
|
|
83,126,204
|
|
||
Basic and diluted earnings (loss) from continuing operations per share - Maiden common shareholders
|
|
$
|
0.04
|
|
|
$
|
(0.17
|
)
|
Basic and diluted (loss) earnings from discontinued operations per share - Maiden common shareholders
|
|
(0.23
|
)
|
|
0.10
|
|
||
Basic and diluted loss per share attributable to Maiden common shareholders:
|
|
$
|
(0.19
|
)
|
|
$
|
(0.07
|
)
|
For the Six Months Ended June 30,
|
|
2019
|
|
2018
|
||||
Numerator:
|
|
|
|
|
||||
Net (loss) income from continuing operations
|
|
$
|
(29,999
|
)
|
|
$
|
6,813
|
|
Net income from continuing operations attributable to noncontrolling interests
|
|
—
|
|
|
(118
|
)
|
||
Net (loss) income attributable to Maiden from continuing operations
|
|
(29,999
|
)
|
|
6,695
|
|
||
Dividends on preference shares – Series A, C and D
|
|
—
|
|
|
(17,091
|
)
|
||
Amount allocated to participating common shareholders(1)
|
|
—
|
|
|
(9
|
)
|
||
Loss attributable to Maiden common shareholders, before discontinued operations
|
|
(29,999
|
)
|
|
(10,405
|
)
|
||
(Loss) income from discontinued operations, net of income tax expense
|
|
(22,050
|
)
|
|
18,210
|
|
||
Net (loss) income allocated to Maiden common shareholders
|
|
$
|
(52,049
|
)
|
|
$
|
7,805
|
|
Denominator:
|
|
|
|
|
||||
Weighted average number of common shares – basic and diluted
|
|
83,008,888
|
|
|
83,083,545
|
|
||
Basic and diluted loss from continuing operations per share attributable to Maiden common shareholders
|
|
$
|
(0.36
|
)
|
|
$
|
(0.13
|
)
|
Basic and diluted (loss) earnings from discontinued operations per share attributable to Maiden common shareholders
|
|
(0.27
|
)
|
|
0.22
|
|
||
Basic and diluted (loss) earnings per share attributable to Maiden common shareholders:
|
|
$
|
(0.63
|
)
|
|
$
|
0.09
|
|
(1)
|
This represents earnings allocated to the holders of non-vested restricted shares issued to the Company's employees under the Amended and Restated 2007 Share Incentive Plan.
|
(2)
|
Please refer to "Note 14. Shareholders' Equity" and "Note 15. Share Compensation and Pension Plans" of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, for the terms and conditions of each of these anti-dilutive instruments.
|
a)
|
Common Shares
|
b)
|
Treasury Shares
|
c)
|
Accumulated Other Comprehensive Gain (Loss)
|
For the Three Months Ended June 30, 2019
|
|
Change in net unrealized gains on investment
|
|
Foreign currency translation
|
|
Total
|
||||||
Beginning balance
|
|
$
|
1,714
|
|
|
$
|
(1,934
|
)
|
|
$
|
(220
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
42,979
|
|
|
(6,192
|
)
|
|
36,787
|
|
|||
Amounts reclassified from AOCI to net loss, net of tax
|
|
(15,415
|
)
|
|
—
|
|
|
(15,415
|
)
|
|||
Net current period other comprehensive income (loss)
|
|
27,564
|
|
|
(6,192
|
)
|
|
21,372
|
|
|||
Ending balance, Maiden shareholders
|
|
$
|
29,278
|
|
|
$
|
(8,126
|
)
|
|
$
|
21,152
|
|
|
|
|
|
|
|
|
||||||
For the Three Months Ended June 30, 2018
|
|
Change in net unrealized gains on investment
|
|
Foreign currency translation
|
|
Total
|
||||||
Beginning balance
|
|
$
|
(46,429
|
)
|
|
$
|
(16,523
|
)
|
|
$
|
(62,952
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
(50,423
|
)
|
|
15,605
|
|
|
(34,818
|
)
|
|||
Amounts reclassified from AOCI to net income, net of tax
|
|
745
|
|
|
—
|
|
|
745
|
|
|||
Net current period other comprehensive (loss) income
|
|
(49,678
|
)
|
|
15,605
|
|
|
(34,073
|
)
|
|||
Ending balance
|
|
(96,107
|
)
|
|
(918
|
)
|
|
(97,025
|
)
|
|||
Less: AOCI attributable to noncontrolling interest
|
|
—
|
|
|
(66
|
)
|
|
(66
|
)
|
|||
Ending balance, Maiden shareholders
|
|
$
|
(96,107
|
)
|
|
$
|
(852
|
)
|
|
$
|
(96,959
|
)
|
For the Six Months Ended June 30, 2019
|
|
Change in net unrealized gains on investment
|
|
Foreign currency translation
|
|
Total
|
||||||
Beginning balance
|
|
$
|
(59,762
|
)
|
|
$
|
(5,932
|
)
|
|
$
|
(65,694
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
91,967
|
|
|
(2,194
|
)
|
|
89,773
|
|
|||
Amounts reclassified from AOCI to net income, net of tax
|
|
(2,927
|
)
|
|
—
|
|
|
(2,927
|
)
|
|||
Net current period other comprehensive income (loss)
|
|
89,040
|
|
|
(2,194
|
)
|
|
86,846
|
|
|||
Ending balance, Maiden shareholders
|
|
$
|
29,278
|
|
|
$
|
(8,126
|
)
|
|
$
|
21,152
|
|
|
|
|
|
|
|
|
||||||
For the Six Months Ended June 30, 2018
|
|
Change in net unrealized gains on investment
|
|
Foreign currency translation
|
|
Total
|
||||||
Beginning balance
|
|
$
|
21,889
|
|
|
$
|
(8,583
|
)
|
|
$
|
13,306
|
|
Other comprehensive (loss) income before reclassifications
|
|
(117,251
|
)
|
|
7,665
|
|
|
(109,586
|
)
|
|||
Amounts reclassified from AOCI to net income, net of tax
|
|
(745
|
)
|
|
—
|
|
|
(745
|
)
|
|||
Net current period other comprehensive (loss) income
|
|
(117,996
|
)
|
|
7,665
|
|
|
(110,331
|
)
|
|||
Ending balance
|
|
(96,107
|
)
|
|
(918
|
)
|
|
(97,025
|
)
|
|||
Less: AOCI attributable to noncontrolling interest
|
|
—
|
|
|
(66
|
)
|
|
(66
|
)
|
|||
Ending balance, Maiden shareholders
|
|
$
|
(96,107
|
)
|
|
$
|
(852
|
)
|
|
$
|
(96,959
|
)
|
For the Three Months Ended June 30,
|
|
2019
|
|
2018
|
|
Change
|
||||||
Summary Consolidated Statement of Income Data:
|
|
($ in thousands except per share data)
|
||||||||||
Net income (loss) from continuing operations
|
|
$
|
3,285
|
|
|
$
|
(5,535
|
)
|
|
$
|
8,820
|
|
(Loss) income from discontinued operations, net of income tax
|
|
(18,698
|
)
|
|
8,215
|
|
|
(26,913
|
)
|
|||
Net (loss) income
|
|
(15,413
|
)
|
|
2,680
|
|
|
(18,093
|
)
|
|||
Net loss attributable to Maiden common shareholders
|
|
(15,413
|
)
|
|
(5,913
|
)
|
|
(9,500
|
)
|
|||
Non-GAAP operating loss(1)
|
|
(22,032
|
)
|
|
(18,535
|
)
|
|
(3,497
|
)
|
|||
Basic and diluted loss per common share(9):
|
|
|
|
|
|
|
||||||
Net loss attributable to Maiden common shareholders(2)(9)
|
|
(0.19
|
)
|
|
(0.07
|
)
|
|
(0.12
|
)
|
|||
Non-GAAP operating loss attributable to Maiden common shareholders(1)(9)
|
|
(0.27
|
)
|
|
(0.22
|
)
|
|
(0.05
|
)
|
|||
Dividends per common share
|
|
—
|
|
|
0.15
|
|
|
(0.15
|
)
|
|||
Gross premiums written
|
|
2,117
|
|
|
521,526
|
|
|
(519,409
|
)
|
|||
Net premiums earned
|
|
133,986
|
|
|
504,388
|
|
|
(370,402
|
)
|
|||
Underwriting loss(1)(3)
|
|
(39,131
|
)
|
|
(32,035
|
)
|
|
(7,096
|
)
|
|||
Net investment income
|
|
31,122
|
|
|
34,260
|
|
|
(3,138
|
)
|
|||
Combined ratio(4)
|
|
136.6
|
%
|
|
108.1
|
%
|
|
28.5
|
|
|||
Annualized non-GAAP operating return on average common shareholders' equity(1)
|
|
(72.2
|
)%
|
|
(11.2
|
)%
|
|
(61.0
|
)
|
|||
|
|
|
|
|
|
|
||||||
For the Six Months Ended June 30,
|
|
2019
|
|
2018
|
|
Change
|
||||||
Summary Consolidated Statement of Income Data:
|
|
($ in thousands except per share data)
|
||||||||||
Net (loss) income from continuing operations
|
|
$
|
(29,999
|
)
|
|
$
|
6,813
|
|
|
$
|
(36,812
|
)
|
(Loss) income from discontinued operations, net of income tax
|
|
(22,050
|
)
|
|
18,210
|
|
|
(40,260
|
)
|
|||
Net (loss) income
|
|
(52,049
|
)
|
|
25,023
|
|
|
(77,072
|
)
|
|||
Net (loss) income attributable to Maiden common shareholders
|
|
(52,049
|
)
|
|
7,814
|
|
|
(59,863
|
)
|
|||
Non-GAAP operating loss(1)
|
|
(48,966
|
)
|
|
(12,753
|
)
|
|
(36,213
|
)
|
|||
Basic and diluted (loss) earnings per common share(9):
|
|
|
|
|
|
|
||||||
Net (loss) income attributable to Maiden common shareholders(2)(9)
|
|
(0.63
|
)
|
|
0.09
|
|
|
(0.72
|
)
|
|||
Non-GAAP operating loss attributable to Maiden common shareholders(1)
|
|
(0.59
|
)
|
|
(0.15
|
)
|
|
(0.44
|
)
|
|||
Dividends per common share
|
|
—
|
|
|
0.30
|
|
|
(0.30
|
)
|
|||
Gross premiums written
|
|
(559,022
|
)
|
|
1,144,854
|
|
|
(1,703,876
|
)
|
|||
Net premiums earned
|
|
317,088
|
|
|
1,021,201
|
|
|
(704,113
|
)
|
|||
Underwriting loss(1)(3)
|
|
(81,882
|
)
|
|
(36,731
|
)
|
|
(45,151
|
)
|
|||
Net investment income
|
|
63,144
|
|
|
67,129
|
|
|
(3,985
|
)
|
|||
Combined ratio(4)
|
|
132.6
|
%
|
|
105.5
|
%
|
|
27.1
|
|
|||
Annualized non-GAAP operating return on average common shareholders' equity(1)
|
|
(91.9
|
)%
|
|
(3.7
|
)%
|
|
(88.2
|
)
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|
Change
|
||||||
Consolidated Financial Condition
|
|
($ in thousands except per share data)
|
||||||||||
Total investments and cash and cash equivalents(5)
|
|
$
|
3,464,192
|
|
|
$
|
4,421,954
|
|
|
$
|
(957,762
|
)
|
Total assets
|
|
4,598,556
|
|
|
5,287,460
|
|
|
(688,904
|
)
|
|||
Reserve for loss and loss adjustment expenses ("loss and LAE")
|
|
3,051,265
|
|
|
3,055,976
|
|
|
(4,711
|
)
|
|||
Senior notes - principal amount
|
|
262,500
|
|
|
262,500
|
|
|
—
|
|
|||
Maiden common shareholders' equity
|
|
125,572
|
|
|
89,275
|
|
|
36,297
|
|
|||
Maiden shareholders' equity
|
|
590,572
|
|
|
554,275
|
|
|
36,297
|
|
|||
Total capital resources(6)
|
|
853,072
|
|
|
816,775
|
|
|
36,297
|
|
|||
Ratio of debt to total capital resources
|
|
30.8
|
%
|
|
32.1
|
%
|
|
(1.3
|
)
|
|||
|
|
|
|
|
|
|
||||||
Book Value
|
|
|
|
|
|
|
||||||
Book value per common share(7)
|
|
$
|
1.51
|
|
|
$
|
1.08
|
|
|
$
|
0.43
|
|
Accumulated dividends per common share
|
|
4.27
|
|
|
4.27
|
|
|
—
|
|
|||
Book value per common share plus accumulated dividends
|
|
$
|
5.78
|
|
|
$
|
5.35
|
|
|
$
|
0.43
|
|
Change in book value per common share plus accumulated dividends
|
|
8.0
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
||||||
Diluted book value per common share(8)
|
|
$
|
1.48
|
|
|
$
|
1.08
|
|
|
$
|
0.40
|
|
(1)
|
Non-GAAP operating loss, non-GAAP operating loss per common share, non-GAAP operating return on average common equity and underwriting loss are non-GAAP financial measures. See "Key Financial Measures" for additional information and a reconciliation to the nearest U.S. GAAP financial measure net (loss) income.
|
(2)
|
Please refer to "Notes to Condensed Consolidated Financial Statements (unaudited) Note 11. Earnings per Common Share" for the calculation of basic and diluted (loss) earnings per common share.
|
(3)
|
Underwriting loss is a non-GAAP measure and is calculated as net premiums earned plus other insurance revenue less net loss and LAE, commission and other acquisition expenses and general and administrative expenses directly related to underwriting activities.
|
(4)
|
Calculated by adding together the net loss and LAE ratio and the expense ratio.
|
(5)
|
Total investments and cash and cash equivalents includes both restricted and unrestricted.
|
(6)
|
Total capital resources is the sum of the Company's principal amount of debt and Maiden shareholders' equity. See "Key Financial Measures" for additional information.
|
(7)
|
Book value per common share is calculated using Maiden common shareholders’ equity (shareholders' equity excluding the aggregate liquidation value of our preference shares) divided by the number of common shares outstanding.
|
(8)
|
Diluted book value per common share is calculated by dividing Maiden common shareholders' equity, adjusted for assumed proceeds from the exercise of dilutive options, by the number of outstanding common shares plus dilutive options and restricted share units (assuming exercise of all dilutive share based awards).
|
(9)
|
During a period of loss, the basic weighted average common shares outstanding is used in the denominator of the diluted loss per common share computation as the effect of including potential dilutive shares would be anti-dilutive.
|
For the Three Months Ended June 30,
|
|
2019
|
|
2018
|
||||
|
|
($ in thousands except per share data)
|
||||||
Net loss attributable to Maiden common shareholders
|
|
$
|
(15,413
|
)
|
|
$
|
(5,913
|
)
|
Add (subtract):
|
|
|
|
|
||||
Net realized (gains) losses on investment
|
|
(24,086
|
)
|
|
414
|
|
||
Foreign exchange and other gains
|
|
(1,207
|
)
|
|
(4,821
|
)
|
||
Loss (income) from discontinued operations, net of income tax
|
|
18,698
|
|
|
(8,215
|
)
|
||
Income from NGHC Quota Share run-off
|
|
(24
|
)
|
|
—
|
|
||
Non-GAAP operating loss attributable to Maiden common shareholders
|
|
$
|
(22,032
|
)
|
|
$
|
(18,535
|
)
|
|
|
|
|
|
||||
Diluted loss per share attributable to Maiden common shareholders
|
|
$
|
(0.19
|
)
|
|
$
|
(0.07
|
)
|
Add (subtract):
|
|
|
|
|
||||
Net realized (gains) losses on investment
|
|
(0.29
|
)
|
|
0.01
|
|
||
Foreign exchange and other gains
|
|
(0.02
|
)
|
|
(0.06
|
)
|
||
Loss (income) from discontinued operations, net of income tax
|
|
0.23
|
|
|
(0.10
|
)
|
||
Non-GAAP diluted operating loss per common share
|
|
$
|
(0.27
|
)
|
|
$
|
(0.22
|
)
|
|
|
|
|
|
||||
For the Six Months Ended June 30,
|
|
2019
|
|
2018
|
||||
|
|
($ in thousands except per share data)
|
||||||
Net (loss) income attributable to Maiden common shareholders
|
|
$
|
(52,049
|
)
|
|
$
|
7,814
|
|
Add (subtract):
|
|
|
|
|
||||
Net realized (gains) losses on investment
|
|
(12,985
|
)
|
|
57
|
|
||
Foreign exchange and other gains
|
|
(6,186
|
)
|
|
(2,414
|
)
|
||
Loss (income) from discontinued operations, net of income tax
|
|
22,050
|
|
|
(18,210
|
)
|
||
Loss from NGHC Quota Share run-off
|
|
204
|
|
|
—
|
|
||
Non-GAAP operating loss attributable to Maiden common shareholders
|
|
$
|
(48,966
|
)
|
|
$
|
(12,753
|
)
|
|
|
|
|
|
||||
Diluted (loss) earnings per share attributable to Maiden common shareholders
|
|
$
|
(0.63
|
)
|
|
$
|
0.09
|
|
Add (subtract):
|
|
|
|
|
||||
Net realized (gains) losses on investment
|
|
(0.16
|
)
|
|
—
|
|
||
Foreign exchange and other gains
|
|
(0.07
|
)
|
|
(0.02
|
)
|
||
Loss (income) from discontinued operations, net of income tax
|
|
0.27
|
|
|
(0.22
|
)
|
||
Non-GAAP diluted operating loss per common share
|
|
$
|
(0.59
|
)
|
|
$
|
(0.15
|
)
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Non-GAAP operating loss attributable to Maiden common shareholders
|
|
$
|
(22,032
|
)
|
|
$
|
(18,535
|
)
|
|
$
|
(48,966
|
)
|
|
$
|
(12,753
|
)
|
Opening Maiden common shareholders’ equity
|
|
119,289
|
|
|
692,910
|
|
|
89,275
|
|
|
767,174
|
|
||||
Ending Maiden common shareholders’ equity
|
|
125,572
|
|
|
640,742
|
|
|
125,572
|
|
|
640,742
|
|
||||
Average Maiden common shareholders’ equity
|
|
122,431
|
|
|
666,826
|
|
|
107,424
|
|
|
703,958
|
|
||||
Non-GAAP Operating ROACE
|
|
(72.2
|
)%
|
|
(11.2
|
)%
|
|
(91.9
|
)%
|
|
(3.7
|
)%
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
($ in thousands except share and per share data)
|
|
|
|
|
||||
Ending Maiden common shareholders’ equity
|
|
$
|
125,572
|
|
|
$
|
89,275
|
|
Proceeds from assumed conversion of dilutive options
|
|
—
|
|
|
362
|
|
||
Numerator for diluted book value per common share calculation
|
|
$
|
125,572
|
|
|
$
|
89,637
|
|
|
|
|
|
|
||||
Common shares outstanding
|
|
83,066,135
|
|
|
82,948,577
|
|
||
Shares issued from assumed conversion of dilutive options and restricted share units
|
|
1,920,961
|
|
|
398,390
|
|
||
Denominator for diluted book value per common share calculation
|
|
84,987,096
|
|
|
83,346,967
|
|
||
|
|
|
|
|
||||
Book value per common share
|
|
$
|
1.51
|
|
|
$
|
1.08
|
|
Diluted book value per common share
|
|
1.48
|
|
|
1.08
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
($ in thousands)
|
|
|
|
|
||||
Senior notes - principal amount
|
|
$
|
262,500
|
|
|
$
|
262,500
|
|
Maiden shareholders’ equity
|
|
590,572
|
|
|
554,275
|
|
||
Total capital resources
|
|
$
|
853,072
|
|
|
$
|
816,775
|
|
Ratio of debt to total capital resources
|
|
30.8
|
%
|
|
32.1
|
%
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Gross premiums written
|
|
$
|
2,117
|
|
|
$
|
521,526
|
|
|
$
|
(559,022
|
)
|
|
$
|
1,144,854
|
|
Net premiums written
|
|
$
|
(409
|
)
|
|
$
|
521,028
|
|
|
$
|
(561,939
|
)
|
|
$
|
1,143,679
|
|
Net premiums earned
|
|
$
|
133,986
|
|
|
$
|
504,388
|
|
|
$
|
317,088
|
|
|
$
|
1,021,201
|
|
Other insurance revenue
|
|
754
|
|
|
2,033
|
|
|
1,504
|
|
|
5,759
|
|
||||
Net loss and LAE
|
|
(121,561
|
)
|
|
(370,001
|
)
|
|
(274,250
|
)
|
|
(723,207
|
)
|
||||
Commission and other acquisition expenses
|
|
(49,656
|
)
|
|
(162,780
|
)
|
|
(119,273
|
)
|
|
(329,408
|
)
|
||||
General and administrative expenses(1)
|
|
(2,654
|
)
|
|
(5,675
|
)
|
|
(6,951
|
)
|
|
(11,076
|
)
|
||||
Underwriting loss(2)
|
|
(39,131
|
)
|
|
(32,035
|
)
|
|
(81,882
|
)
|
|
(36,731
|
)
|
||||
Other general and administrative expenses(1)
|
|
(10,195
|
)
|
|
(9,185
|
)
|
|
(21,837
|
)
|
|
(19,455
|
)
|
||||
Net investment income
|
|
31,122
|
|
|
34,260
|
|
|
63,144
|
|
|
67,129
|
|
||||
Net realized gains (losses) on investment
|
|
24,086
|
|
|
(414
|
)
|
|
12,985
|
|
|
(57
|
)
|
||||
Foreign exchange and other gains
|
|
1,207
|
|
|
4,821
|
|
|
6,186
|
|
|
2,414
|
|
||||
Interest and amortization expenses
|
|
(4,830
|
)
|
|
(4,829
|
)
|
|
(9,659
|
)
|
|
(9,658
|
)
|
||||
Income tax benefit
|
|
1,026
|
|
|
1,847
|
|
|
1,064
|
|
|
3,171
|
|
||||
Net income (loss) from continuing operations
|
|
3,285
|
|
|
(5,535
|
)
|
|
(29,999
|
)
|
|
6,813
|
|
||||
(Loss) income from discontinued operations, net of income tax
|
|
(18,698
|
)
|
|
8,215
|
|
|
(22,050
|
)
|
|
18,210
|
|
||||
Income attributable to noncontrolling interests
|
|
—
|
|
|
(47
|
)
|
|
—
|
|
|
(118
|
)
|
||||
Dividends on preference shares
|
|
—
|
|
|
(8,546
|
)
|
|
—
|
|
|
(17,091
|
)
|
||||
Net (loss) income attributable to Maiden common shareholders
|
|
$
|
(15,413
|
)
|
|
$
|
(5,913
|
)
|
|
$
|
(52,049
|
)
|
|
$
|
7,814
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ratios
|
|
|
|
|
|
|
|
|
||||||||
Net loss and LAE ratio(3)
|
|
90.2
|
%
|
|
73.1
|
%
|
|
86.1
|
%
|
|
70.4
|
%
|
||||
Commission and other acquisition expense ratio(4)
|
|
36.9
|
%
|
|
32.1
|
%
|
|
37.5
|
%
|
|
32.1
|
%
|
||||
General and administrative expense ratio(5)
|
|
9.5
|
%
|
|
2.9
|
%
|
|
9.0
|
%
|
|
3.0
|
%
|
||||
Expense ratio(6)
|
|
46.4
|
%
|
|
35.0
|
%
|
|
46.5
|
%
|
|
35.1
|
%
|
||||
Combined ratio(7)
|
|
136.6
|
%
|
|
108.1
|
%
|
|
132.6
|
%
|
|
105.5
|
%
|
(1)
|
Underwriting related general and administrative expenses is a non-GAAP measure. Please refer to "General and Administrative Expenses" below for additional information related to these corporate expenses and the reconciliation to those presented in our Condensed Consolidated Statements of Income.
|
(2)
|
Underwriting loss is a non-GAAP measure and is calculated as net premiums earned plus other insurance revenue less net loss and LAE, commission and other acquisition expenses and general and administrative expenses directly related to underwriting activities.
|
(3)
|
Calculated by dividing net loss and LAE by the sum of net premiums earned and other insurance revenue.
|
(4)
|
Calculated by dividing commission and other acquisition expenses by the sum of net premiums earned and other insurance revenue.
|
(5)
|
Calculated by dividing general and administrative expenses by the sum of net premiums earned and other insurance revenue.
|
(6)
|
Calculated by adding together commission and other acquisition expense ratio and general and administrative expense ratio.
|
(7)
|
Calculated by adding together net loss and LAE ratio and the expense ratio.
|
•
|
net loss from discontinued operations of $18.7 million compared to net income from discontinued operations of $8.2 million for the same period in 2018 largely as a result of the Settlement and Commutation Agreement entered into by Maiden and Enstar on July 31, 2019 which caused a net additional loss of $16.7 million to be recognized;
|
•
|
net income from continuing operations of $3.3 million compared to net loss from continuing operations of $5.5 million for the same period in 2018 largely due to the following factors:
|
•
|
realized gains on investment of $24.1 million for the three months ended June 30, 2019 compared to realized losses of $0.4 million for the same period in 2018; and
|
•
|
no dividends paid to preference shareholders for the three months ended June 30, 2019 compared to $8.5 million for the same period in 2018 due to our Board not declaring dividends on any of our preference shares during 2019; offset by:
|
◦
|
underwriting loss of $39.1 million compared to $32.0 million in the same period in 2018. The deterioration in the underwriting result was principally due to the impact of:
|
▪
|
higher initial loss ratios on premiums earned during the period within the AmTrust Reinsurance segment (which excludes the Terminated Business under the Partial Termination Amendment);
|
▪
|
higher ceding commission payable of $6.5 million for the remaining in-force business immediately prior to January 1, 2019 which increased by five percentage points (excluding Terminated Business) and related unearned premium as of January 1, 2019 under the Partial Termination Amendment with AmTrust; and
|
▪
|
adverse prior year loss development of $26.0 million or 19.3 percentage points in the second quarter of 2019 compared to adverse prior year loss development of $28.2 million or 5.6 percentage points during the same period in 2018.
|
•
|
lower foreign exchange and other gains of $1.2 million for the three months ended June 30, 2019 compared to foreign exchange gains of $4.8 million for the same period in 2018. Gains in 2019 were due to the impact of the strengthening of the U.S. dollar on the re-measurement of net loss reserves and unearned premiums denominated in British pound whereas in 2018 gains were due to strengthening of the U.S. dollar relative to the euro and British pound.
|
•
|
net loss from discontinued operations of $22.1 million compared to net income from discontinued operations of $18.2 million for the same period in 2018 largely as a result of the Settlement and Commutation Agreement entered into by Maiden and Enstar on July 31, 2019 which caused a net additional loss of $16.7 million to be recognized;
|
•
|
net loss from continuing operations of $30.0 million compared to net income from continuing operations of $6.8 million for the same period in 2018 largely due to the following factors:
|
•
|
underwriting loss of $81.9 million compared to $36.7 million in the same period in 2018. The deterioration in the underwriting result was principally due to the impact of:
|
◦
|
higher initial loss ratios on current year premiums earned during the period within the AmTrust Reinsurance segment (which excludes the Terminated Business under the Partial Termination Amendment);
|
◦
|
higher ceding commission payable of $14.1 million for the remaining in-force business immediately prior to January 1, 2019, which increased by five percentage points (excluding Terminated Business) and related unearned premium as of January 1, 2019 under the Partial Termination Amendment with AmTrust; and
|
◦
|
adverse prior year loss development of $33.3 million or 10.5 percentage points in the first half of 2019 compared to $38.0 million or 3.7 percentage points during the same period in 2018.
|
•
|
no dividends were paid to preference shareholders for the six months ended June 30, 2019 compared to $17.1 million for the same period in 2018. Our Board of Directors have not declared dividends on any of our preference shares during 2019;
|
•
|
realized gains on investment of $13.0 million for the six months ended June 30, 2019 compared to realized losses of $0.1 million for the same period in 2018; and
|
•
|
foreign exchange and other gains of $6.2 million for the six months ended June 30, 2019 compared to foreign exchange gains of $2.4 million for the same period in 2018 largely due to the proceeds from the sale of AVS Automotive VersicherungsService GmbH ("AVS") and its subsidiaries to Allianz Partners on January 10, 2019. Excluding the gain of $4.3 million from the sale of AVS, net foreign exchange gains of $1.9 million were realized during the six months ended June 30, 2019 primarily due to the impact of the strengthening of the U.S. dollar versus the euro and British pound.
|
For the Three Months Ended June 30,
|
|
2019
|
|
2018
|
|
Change in
|
|||||||||
($ in thousands)
|
|
Total
|
|
Total
|
|
$
|
|
%
|
|||||||
Diversified Reinsurance
|
|
$
|
8,718
|
|
|
$
|
29,717
|
|
|
$
|
(20,999
|
)
|
|
(70.7
|
)%
|
AmTrust Reinsurance
|
|
(9,127
|
)
|
|
491,311
|
|
|
(500,438
|
)
|
|
(101.9
|
)%
|
|||
Total
|
|
$
|
(409
|
)
|
|
$
|
521,028
|
|
|
$
|
(521,437
|
)
|
|
(100.1
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
For the Six Months Ended June 30,
|
|
2019
|
|
2018
|
|
Change in
|
|||||||||
($ in thousands)
|
|
Total
|
|
Total
|
|
$
|
|
%
|
|||||||
Diversified Reinsurance
|
|
$
|
23,665
|
|
|
$
|
77,988
|
|
|
$
|
(54,323
|
)
|
|
(69.7
|
)%
|
AmTrust Reinsurance
|
|
(585,604
|
)
|
|
1,065,691
|
|
|
(1,651,295
|
)
|
|
(155.0
|
)%
|
|||
Total
|
|
$
|
(561,939
|
)
|
|
$
|
1,143,679
|
|
|
$
|
(1,705,618
|
)
|
|
(149.1
|
)%
|
•
|
Premiums written in the AmTrust Reinsurance segment decreased significantly due to the recent termination of both the AmTrust Quota Share and the European Hospital Liability Quota Share effective January 1, 2019, therefore no new business has been written in this segment during 2019. Also, the Partial Termination Amendment resulted in Maiden Bermuda returning approximately $648.0 million in unearned premium to AII, or $436.8 million net of applicable ceding commission and brokerage; and
|
•
|
Premiums written in the Diversified Reinsurance segment decreased significantly by $21.0 million or 70.7% and $54.3 million or 69.7% for the three and six months ended June 30, 2019, respectively, compared to the same respective periods in 2018 largely due to non-renewals in our European Capital Solutions business combined with reduced business written within our IIS business.
|
For the Three Months Ended June 30,
|
|
2019
|
|
2018
|
|
Change in
|
|||||||||||||||
($ in thousands)
|
|
Total
|
|
% of Total
|
|
Total
|
|
% of Total
|
|
$
|
|
%
|
|||||||||
Diversified Reinsurance
|
|
$
|
22,472
|
|
|
16.8
|
%
|
|
$
|
28,539
|
|
|
5.7
|
%
|
|
$
|
(6,067
|
)
|
|
(21.3
|
)%
|
AmTrust Quota Share Reinsurance
|
|
111,514
|
|
|
83.2
|
%
|
|
475,849
|
|
|
94.3
|
%
|
|
(364,335
|
)
|
|
(76.6
|
)%
|
|||
Total
|
|
$
|
133,986
|
|
|
100.0
|
%
|
|
$
|
504,388
|
|
|
100.0
|
%
|
|
$
|
(370,402
|
)
|
|
(73.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
For the Six Months Ended June 30,
|
|
2019
|
|
2018
|
|
Change in
|
|||||||||||||||
($ in thousands)
|
|
Total
|
|
% of Total
|
|
Total
|
|
% of Total
|
|
$
|
|
%
|
|||||||||
Diversified Reinsurance
|
|
$
|
47,764
|
|
|
15.1
|
%
|
|
$
|
54,054
|
|
|
5.3
|
%
|
|
$
|
(6,290
|
)
|
|
(11.6
|
)%
|
AmTrust Quota Share Reinsurance
|
|
269,324
|
|
|
84.9
|
%
|
|
967,147
|
|
|
94.7
|
%
|
|
(697,823
|
)
|
|
(72.2
|
)%
|
|||
Total
|
|
$
|
317,088
|
|
|
100.0
|
%
|
|
$
|
1,021,201
|
|
|
100.0
|
%
|
|
$
|
(704,113
|
)
|
|
(68.9
|
)%
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Average investable assets(1)
|
|
$
|
4,061,954
|
|
|
$
|
4,133,196
|
|
|
$
|
4,086,959
|
|
|
$
|
4,128,076
|
|
Average book yield(2)
|
|
3.1
|
%
|
|
3.3
|
%
|
|
3.1
|
%
|
|
3.3
|
%
|
(1)
|
The average of the Company's investments, cash and cash equivalents, restricted cash and cash equivalents, funds withheld and loan to related party at each quarter-end during the period, as adjusted.
|
(2)
|
Ratio of net investment income over average investable assets at fair value, as adjusted.
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
General and administrative expenses – segments
|
|
$
|
2,654
|
|
|
$
|
5,675
|
|
|
$
|
6,951
|
|
|
$
|
11,076
|
|
General and administrative expenses – corporate
|
|
10,195
|
|
|
9,185
|
|
|
21,837
|
|
|
19,455
|
|
||||
Total general and administrative expenses
|
|
$
|
12,849
|
|
|
$
|
14,860
|
|
|
$
|
28,788
|
|
|
$
|
30,531
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Gross premiums written
|
|
$
|
11,244
|
|
|
$
|
30,041
|
|
|
$
|
26,582
|
|
|
$
|
79,441
|
|
Net premiums written
|
|
$
|
8,718
|
|
|
$
|
29,717
|
|
|
$
|
23,665
|
|
|
$
|
77,988
|
|
Net premiums earned
|
|
$
|
22,472
|
|
|
$
|
28,539
|
|
|
$
|
47,764
|
|
|
$
|
54,054
|
|
Other insurance revenue
|
|
754
|
|
|
2,033
|
|
|
1,504
|
|
|
5,759
|
|
||||
Net loss and LAE
|
|
(12,497
|
)
|
|
(16,165
|
)
|
|
(26,888
|
)
|
|
(32,064
|
)
|
||||
Commission and other acquisition expenses
|
|
(8,147
|
)
|
|
(9,988
|
)
|
|
(17,408
|
)
|
|
(19,300
|
)
|
||||
General and administrative expenses
|
|
(2,092
|
)
|
|
(4,593
|
)
|
|
(5,123
|
)
|
|
(9,074
|
)
|
||||
Underwriting income (loss)
|
|
$
|
490
|
|
|
$
|
(174
|
)
|
|
$
|
(151
|
)
|
|
$
|
(625
|
)
|
Ratios
|
|
|
|
|
|
|
|
|
||||||||
Net loss and LAE ratio
|
|
53.8
|
%
|
|
52.9
|
%
|
|
54.6
|
%
|
|
53.6
|
%
|
||||
Commission and other acquisition expense ratio
|
|
35.1
|
%
|
|
32.7
|
%
|
|
35.3
|
%
|
|
32.2
|
%
|
||||
General and administrative expense ratio
|
|
9.0
|
%
|
|
15.0
|
%
|
|
10.4
|
%
|
|
15.2
|
%
|
||||
Expense ratio
|
|
44.1
|
%
|
|
47.7
|
%
|
|
45.7
|
%
|
|
47.4
|
%
|
||||
Combined ratio
|
|
97.9
|
%
|
|
100.6
|
%
|
|
100.3
|
%
|
|
101.0
|
%
|
For the Three Months Ended June 30,
|
|
2019
|
|
2018
|
|
Change in
|
|||||||||
($ in thousands)
|
|
Total
|
|
Total
|
|
$
|
|
%
|
|||||||
Net Premiums Written
|
|
|
|
|
|
|
|
|
|||||||
International
|
|
$
|
8,718
|
|
|
$
|
29,717
|
|
|
$
|
(20,999
|
)
|
|
(70.7
|
)%
|
Total Diversified Reinsurance
|
|
$
|
8,718
|
|
|
$
|
29,717
|
|
|
$
|
(20,999
|
)
|
|
(70.7
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
For the Six Months Ended June 30,
|
|
2019
|
|
2018
|
|
Change in
|
|||||||||
($ in thousands)
|
|
Total
|
|
Total
|
|
$
|
|
%
|
|||||||
Net Premiums Written
|
|
|
|
|
|
|
|
|
|||||||
International
|
|
$
|
23,665
|
|
|
$
|
77,947
|
|
|
$
|
(54,282
|
)
|
|
(69.6
|
)%
|
Other
|
|
—
|
|
|
41
|
|
|
(41
|
)
|
|
(100.0
|
)%
|
|||
Total Diversified Reinsurance
|
|
$
|
23,665
|
|
|
$
|
77,988
|
|
|
$
|
(54,323
|
)
|
|
(69.7
|
)%
|
For the Three Months Ended June 30,
|
|
2019
|
|
2018
|
|
Change in
|
|||||||||
($ in thousands)
|
|
Total
|
|
Total
|
|
$
|
|
%
|
|||||||
Net Premiums Earned
|
|
|
|
|
|
|
|
|
|||||||
International
|
|
$
|
22,472
|
|
|
$
|
28,539
|
|
|
$
|
(6,067
|
)
|
|
(21.3
|
)%
|
Total Diversified Reinsurance
|
|
$
|
22,472
|
|
|
$
|
28,539
|
|
|
$
|
(6,067
|
)
|
|
(21.3
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
For the Six Months Ended June 30,
|
|
2019
|
|
2018
|
|
Change in
|
|||||||||
($ in thousands)
|
|
Total
|
|
Total
|
|
$
|
|
%
|
|||||||
Net Premiums Earned
|
|
|
|
|
|
|
|
|
|||||||
International
|
|
$
|
47,764
|
|
|
$
|
54,013
|
|
|
$
|
(6,249
|
)
|
|
(11.6
|
)%
|
Other
|
|
—
|
|
|
41
|
|
|
(41
|
)
|
|
(100.0
|
)%
|
|||
Total Diversified Reinsurance
|
|
$
|
47,764
|
|
|
$
|
54,054
|
|
|
$
|
(6,290
|
)
|
|
(11.6
|
)%
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Gross premiums written
|
|
$
|
(9,127
|
)
|
|
$
|
491,485
|
|
|
$
|
(585,604
|
)
|
|
$
|
1,065,413
|
|
Net premiums written
|
|
$
|
(9,127
|
)
|
|
$
|
491,311
|
|
|
$
|
(585,604
|
)
|
|
$
|
1,065,691
|
|
Net premiums earned
|
|
$
|
111,514
|
|
|
$
|
475,849
|
|
|
$
|
269,324
|
|
|
$
|
967,147
|
|
Net loss and LAE
|
|
(109,088
|
)
|
|
(353,836
|
)
|
|
(247,158
|
)
|
|
(691,143
|
)
|
||||
Commission and other acquisition expenses
|
|
(41,509
|
)
|
|
(152,792
|
)
|
|
(101,865
|
)
|
|
(310,108
|
)
|
||||
General and administrative expenses
|
|
(562
|
)
|
|
(1,082
|
)
|
|
(1,828
|
)
|
|
(2,002
|
)
|
||||
Underwriting loss
|
|
$
|
(39,645
|
)
|
|
$
|
(31,861
|
)
|
|
$
|
(81,527
|
)
|
|
$
|
(36,106
|
)
|
Ratios
|
|
|
|
|
|
|
|
|
||||||||
Net loss and LAE ratio
|
|
97.8
|
%
|
|
74.4
|
%
|
|
91.8
|
%
|
|
71.4
|
%
|
||||
Commission and other acquisition expense ratio
|
|
37.2
|
%
|
|
32.1
|
%
|
|
37.8
|
%
|
|
32.1
|
%
|
||||
General and administrative expense ratio
|
|
0.5
|
%
|
|
0.2
|
%
|
|
0.7
|
%
|
|
0.2
|
%
|
||||
Expense ratio
|
|
37.7
|
%
|
|
32.3
|
%
|
|
38.5
|
%
|
|
32.3
|
%
|
||||
Combined ratio
|
|
135.5
|
%
|
|
106.7
|
%
|
|
130.3
|
%
|
|
103.7
|
%
|
•
|
higher loss ratios for current year premiums earned during the period primarily due to the Partial Termination Amendment which caused significant changes in the mix of business being earned in 2019 compared to 2018. These changes resulted in a higher current year loss ratio for the remaining in-force business;
|
•
|
increase in the ceding commission payable of $6.5 million for the remaining in-force business immediately prior to January 1, 2019 which increased by five percentage points (excluding Terminated Business) and related unearned premium as of January 1, 2019 under the Partial Termination Amendment; and
|
•
|
impact of adverse prior year loss development which was $27.1 million or 24.3 percentage points during the second quarter of 2019 compared to $28.4 million or 6.0 percentage points for the same period in 2018. Prior year adverse development in 2019 was primarily due to adverse development in Commercial Auto Liability in accident years 2015 to 2018, partly offset by favorable development in Workers Compensation. The prior year adverse development in 2018 was largely due to Worker's Compensation and General Liability.
|
•
|
higher loss ratios for current year premiums earned during the period primarily due to the Partial Termination Amendment which caused changes in the mix of business being earned in 2019 compared to 2018. These changes resulted in a higher current year loss ratio for the remaining in-force business;
|
•
|
increase in the ceding commission payable of $14.1 million for the remaining in-force business immediately prior to January 1, 2019 which increased by five percentage points (excluding Terminated Business) and related unearned premium as of January 1, 2019 under the Partial Termination Amendment; and
|
•
|
impact of adverse prior year loss development which was $35.2 million or 13.1 percentage points during the six months ended June 30, 2019 compared to $36.9 million or 3.8 percentage points for the same period in 2018. Prior year adverse development in 2019 was primarily due to Commercial Auto Liability in accident years 2014 to 2018, partly offset by favorable development in Workers Compensation. The prior year adverse development in 2018 was largely due to Workers Compensation and General Liability, with a smaller contribution from Commercial Auto Liability, primarily driven by accident years 2015 and 2016.
|
For the Three Months Ended June 30,
|
|
2019
|
|
2018
|
|
Change in
|
|||||||||
($ in thousands)
|
|
Total
|
|
Total
|
|
$
|
|
%
|
|||||||
Net Premiums Written
|
|
|
|
|
|
|
|
|
|||||||
Small Commercial Business
|
|
$
|
5,515
|
|
|
$
|
279,486
|
|
|
$
|
(273,971
|
)
|
|
(98.0
|
)%
|
Specialty Program
|
|
(16,031
|
)
|
|
103,196
|
|
|
(119,227
|
)
|
|
(115.5
|
)%
|
|||
Specialty Risk and Extended Warranty
|
|
1,389
|
|
|
108,629
|
|
|
(107,240
|
)
|
|
(98.7
|
)%
|
|||
Total AmTrust Reinsurance
|
|
$
|
(9,127
|
)
|
|
$
|
491,311
|
|
|
$
|
(500,438
|
)
|
|
(101.9
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
For the Six Months Ended June 30,
|
|
2019
|
|
2018
|
|
Change in
|
|||||||||
($ in thousands)
|
|
Total
|
|
Total
|
|
$
|
|
%
|
|||||||
Net Premiums Written
|
|
|
|
|
|
|
|
|
|||||||
Small Commercial Business
|
|
$
|
(337,166
|
)
|
|
$
|
647,240
|
|
|
$
|
(984,406
|
)
|
|
(152.1
|
)%
|
Specialty Program
|
|
(28,639
|
)
|
|
192,327
|
|
|
(220,966
|
)
|
|
(114.9
|
)%
|
|||
Specialty Risk and Extended Warranty
|
|
(219,799
|
)
|
|
226,124
|
|
|
(445,923
|
)
|
|
(197.2
|
)%
|
|||
Total AmTrust Reinsurance
|
|
$
|
(585,604
|
)
|
|
$
|
1,065,691
|
|
|
$
|
(1,651,295
|
)
|
|
(155.0
|
)%
|
For the Three Months Ended June 30,
|
|
2019
|
|
2018
|
|
Change in
|
|||||||||||||||
($ in thousands)
|
|
Total
|
|
% of Total
|
|
Total
|
|
% of Total
|
|
$
|
|
%
|
|||||||||
Net Premiums Earned
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Small Commercial Business
|
|
$
|
23,283
|
|
|
20.9
|
%
|
|
$
|
293,514
|
|
|
61.7
|
%
|
|
$
|
(270,231
|
)
|
|
(92.1
|
)%
|
Specialty Program
|
|
30,326
|
|
|
27.2
|
%
|
|
96,739
|
|
|
20.3
|
%
|
|
(66,413
|
)
|
|
(68.7
|
)%
|
|||
Specialty Risk and Extended Warranty
|
|
57,905
|
|
|
51.9
|
%
|
|
85,596
|
|
|
18.0
|
%
|
|
(27,691
|
)
|
|
(32.4
|
)%
|
|||
Total AmTrust Reinsurance
|
|
$
|
111,514
|
|
|
100.0
|
%
|
|
$
|
475,849
|
|
|
100.0
|
%
|
|
$
|
(364,335
|
)
|
|
(76.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
For the Six Months Ended June 30,
|
|
2019
|
|
2018
|
|
Change in
|
|||||||||||||||
($ in thousands)
|
|
Total
|
|
% of Total
|
|
Total
|
|
% of Total
|
|
$
|
|
%
|
|||||||||
Net Premiums Earned
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Small Commercial Business
|
|
$
|
62,738
|
|
|
23.3
|
%
|
|
$
|
609,223
|
|
|
63.0
|
%
|
|
$
|
(546,485
|
)
|
|
(89.7
|
)%
|
Specialty Program
|
|
106,547
|
|
|
39.6
|
%
|
|
185,233
|
|
|
19.1
|
%
|
|
(78,686
|
)
|
|
(42.5
|
)%
|
|||
Specialty Risk and Extended Warranty
|
|
100,039
|
|
|
37.1
|
%
|
|
172,691
|
|
|
17.9
|
%
|
|
(72,652
|
)
|
|
(42.1
|
)%
|
|||
Total AmTrust Reinsurance
|
|
$
|
269,324
|
|
|
100.0
|
%
|
|
$
|
967,147
|
|
|
100.0
|
%
|
|
$
|
(697,823
|
)
|
|
(72.2
|
)%
|
•
|
the Partial Termination Amendment caused significant changes in the mix of business being earned in 2019 compared to 2018. These changes resulted in a higher current year loss ratio for the remaining in-force business; and
|
•
|
the impact of adverse prior year loss development which was $27.1 million or 24.3 percentage points during the three months ended June 30, 2019, compared to $28.4 million or 6.0 percentage points for the same period in 2018. Prior year adverse development in 2019 was due to adverse development in Commercial Auto Liability in accident years 2014 to 2017, Specialty Risk and Hospital Liability, partly offset by favorable development in Workers Compensation. The 2018 adverse development was largely from Workers Compensation and General Liability.
|
•
|
the Partial Termination Amendment caused significant changes in the mix of business being earned in 2019 compared to 2018. These changes resulted in a higher current year loss ratio for the remaining in-force business; and
|
•
|
the impact of adverse prior year loss development which was $35.2 million or 13.1 percentage points during the six months ended June 30, 2019, compared to $36.9 million or 3.8 percentage points for the same period in 2018. Prior year adverse development in 2019 was due to Commercial Auto Liability in accident years 2014 to 2018, partly offset by favorable development in Workers Compensation. The 2018 adverse development was due to Workers Compensation and General Liability, with a smaller contribution from Commercial Auto Liability, primarily driven by accident years 2015 and 2016.
|
For the Six Months Ended June 30,
|
|
2019
|
|
2018
|
||||
|
|
($ in thousands)
|
||||||
Operating activities
|
|
$
|
(503,657
|
)
|
|
$
|
56,104
|
|
Investing activities
|
|
630,908
|
|
|
22,200
|
|
||
Financing activities
|
|
(13
|
)
|
|
(42,208
|
)
|
||
Effect of exchange rate changes on foreign currency cash
|
|
(177
|
)
|
|
(820
|
)
|
||
Total increase in cash, restricted cash and cash equivalents
|
|
127,061
|
|
|
35,276
|
|
||
Less: change in cash, restricted cash and cash equivalents of discontinued operations
|
|
(6,113
|
)
|
|
2,030
|
|
||
Total increase in cash, restricted cash and cash equivalents of continuing operations
|
|
$
|
133,174
|
|
|
$
|
33,246
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
Fixed maturities and cash and cash equivalents
|
|
3.1
|
|
4.2
|
Reserve for loss and LAE
|
|
3.9
|
|
4.5
|
June 30, 2019
|
|
Original or Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Average yield(1)
|
|
Average duration(2)
|
||||||||||
AFS fixed maturities
|
|
($ in thousands)
|
|
|
|
|
||||||||||||||||
U.S. treasury bonds
|
|
$
|
365,953
|
|
|
$
|
1,153
|
|
|
$
|
(3
|
)
|
|
$
|
367,103
|
|
|
2.1
|
%
|
|
0.4
|
|
U.S. agency bonds – mortgage-backed
|
|
950,301
|
|
|
9,299
|
|
|
(3,203
|
)
|
|
956,397
|
|
|
2.9
|
%
|
|
5.4
|
|
||||
U.S. agency bonds – other
|
|
51,875
|
|
|
4
|
|
|
(1
|
)
|
|
51,878
|
|
|
2.1
|
%
|
|
0.0
|
|
||||
Non-U.S. government and supranational bonds
|
|
29,321
|
|
|
313
|
|
|
(298
|
)
|
|
29,336
|
|
|
3.1
|
%
|
|
3.2
|
|
||||
Asset-backed securities
|
|
220,938
|
|
|
681
|
|
|
(553
|
)
|
|
221,066
|
|
|
4.2
|
%
|
|
0.8
|
|
||||
Corporate bonds
|
|
1,310,870
|
|
|
37,115
|
|
|
(15,258
|
)
|
|
1,332,727
|
|
|
3.0
|
%
|
|
3.9
|
|
||||
Municipal bonds
|
|
12,949
|
|
|
142
|
|
|
—
|
|
|
13,091
|
|
|
3.8
|
%
|
|
1.9
|
|
||||
Total AFS fixed maturities
|
|
2,942,207
|
|
|
48,707
|
|
|
(19,316
|
)
|
|
2,971,598
|
|
|
3.0
|
%
|
|
3.7
|
|
||||
Cash and cash equivalents
|
|
464,163
|
|
|
—
|
|
|
—
|
|
|
464,163
|
|
|
2.2
|
%
|
|
0.0
|
|
||||
Total
|
|
$
|
3,406,370
|
|
|
$
|
48,707
|
|
|
$
|
(19,316
|
)
|
|
$
|
3,435,761
|
|
|
2.8
|
%
|
|
3.1
|
|
December 31, 2018
|
|
Original or Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Average yield(1)
|
|
Average duration(2)
|
||||||||||
AFS fixed maturities
|
|
($ in thousands)
|
|
|
|
|
||||||||||||||||
U.S. treasury bonds
|
|
$
|
138,625
|
|
|
$
|
448
|
|
|
$
|
(1
|
)
|
|
$
|
139,072
|
|
|
2.6
|
%
|
|
1.1
|
|
U.S. agency bonds – mortgage-backed
|
|
1,485,716
|
|
|
3,491
|
|
|
(36,073
|
)
|
|
1,453,134
|
|
|
3.0
|
%
|
|
5.8
|
|
||||
U.S. agency bonds – other
|
|
129,741
|
|
|
40
|
|
|
(548
|
)
|
|
129,233
|
|
|
2.8
|
%
|
|
1.0
|
|
||||
Non-U.S. government and supranational bonds
|
|
11,212
|
|
|
66
|
|
|
(1,206
|
)
|
|
10,072
|
|
|
3.4
|
%
|
|
5.1
|
|
||||
Asset-backed securities
|
|
216,072
|
|
|
425
|
|
|
(1,415
|
)
|
|
215,082
|
|
|
4.2
|
%
|
|
2.4
|
|
||||
Corporate bonds
|
|
1,128,614
|
|
|
6,525
|
|
|
(30,164
|
)
|
|
1,104,975
|
|
|
3.0
|
%
|
|
4.3
|
|
||||
Total AFS fixed maturities
|
|
3,109,980
|
|
|
10,995
|
|
|
(69,407
|
)
|
|
3,051,568
|
|
|
3.1
|
%
|
|
4.6
|
|
||||
HTM fixed maturities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate bonds
|
|
957,845
|
|
|
3,872
|
|
|
(20,990
|
)
|
|
940,727
|
|
|
3.7
|
%
|
|
4.4
|
|
||||
Municipal bonds
|
|
57,836
|
|
|
—
|
|
|
(551
|
)
|
|
57,285
|
|
|
3.2
|
%
|
|
4.0
|
|
||||
Total HTM fixed maturities
|
|
1,015,681
|
|
|
3,872
|
|
|
(21,541
|
)
|
|
998,012
|
|
|
3.7
|
%
|
|
4.4
|
|
||||
Cash and cash equivalents
|
|
330,989
|
|
|
—
|
|
|
—
|
|
|
330,989
|
|
|
2.1
|
%
|
|
0.0
|
|
||||
Total
|
|
$
|
4,456,650
|
|
|
$
|
14,867
|
|
|
$
|
(90,948
|
)
|
|
$
|
4,380,569
|
|
|
3.1
|
%
|
|
4.2
|
|
(1)
|
Average yield is calculated by dividing annualized investment income for each sub-component of AFS and HTM securities and cash and cash equivalents (including amortization of premium or discount) by amortized cost.
|
(2)
|
Average duration in years.
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||
($ in thousands)
|
|
Fair Value
|
|
% of Total
|
|
Fair Value
|
|
% of Total
|
||||||
U.S. agency bonds - mortgage-backed
|
|
|
|
|
|
|
|
|
||||||
Residential mortgage-backed ("RMBS")
|
|
|
|
|
|
|
|
|
||||||
GNMA – fixed rate
|
|
$
|
104,106
|
|
|
10.3
|
%
|
|
$
|
152,626
|
|
|
9.6
|
%
|
GNMA – variable rate
|
|
7,812
|
|
|
0.8
|
%
|
|
10,773
|
|
|
0.7
|
%
|
||
FNMA – fixed rate
|
|
467,870
|
|
|
46.4
|
%
|
|
742,749
|
|
|
46.9
|
%
|
||
FHLMC – fixed rate
|
|
376,609
|
|
|
37.4
|
%
|
|
546,986
|
|
|
34.6
|
%
|
||
Total U.S. agency bonds - mortgage-backed
|
|
956,397
|
|
|
94.9
|
%
|
|
1,453,134
|
|
|
91.8
|
%
|
||
U.S. agency bonds - fixed rate
|
|
51,878
|
|
|
5.1
|
%
|
|
129,233
|
|
|
8.2
|
%
|
||
Total U.S. agency bonds
|
|
$
|
1,008,275
|
|
|
100.0
|
%
|
|
$
|
1,582,367
|
|
|
100.0
|
%
|
|
|
Ratings(1)
|
|
|
|
|
||||||||||||||||
June 30, 2019
|
|
AAA
|
|
AA+, AA, AA-
|
|
A+, A, A-
|
|
BBB+, BBB, BBB-
|
|
BB+ or lower
|
|
Fair Value
|
|
% of Corporate bonds portfolio
|
||||||||
Corporate bonds
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
|
|
|
||||||||
Basic Materials
|
|
—
|
%
|
|
—
|
%
|
|
0.5
|
%
|
|
1.0
|
%
|
|
—
|
%
|
|
$
|
19,690
|
|
|
1.5
|
%
|
Communications
|
|
—
|
%
|
|
1.0
|
%
|
|
2.7
|
%
|
|
3.0
|
%
|
|
—
|
%
|
|
89,481
|
|
|
6.7
|
%
|
|
Consumer
|
|
—
|
%
|
|
0.4
|
%
|
|
14.6
|
%
|
|
14.7
|
%
|
|
0.4
|
%
|
|
400,755
|
|
|
30.1
|
%
|
|
Energy
|
|
—
|
%
|
|
0.7
|
%
|
|
5.4
|
%
|
|
2.4
|
%
|
|
—
|
%
|
|
113,111
|
|
|
8.5
|
%
|
|
Financial Institutions
|
|
—
|
%
|
|
2.9
|
%
|
|
30.1
|
%
|
|
9.5
|
%
|
|
0.4
|
%
|
|
571,472
|
|
|
42.9
|
%
|
|
Industrials
|
|
—
|
%
|
|
—
|
%
|
|
1.5
|
%
|
|
3.8
|
%
|
|
—
|
%
|
|
70,872
|
|
|
5.3
|
%
|
|
Technology
|
|
—
|
%
|
|
0.6
|
%
|
|
2.0
|
%
|
|
1.3
|
%
|
|
1.1
|
%
|
|
67,346
|
|
|
5.0
|
%
|
|
Total
|
|
—
|
%
|
|
5.6
|
%
|
|
56.8
|
%
|
|
35.7
|
%
|
|
1.9
|
%
|
|
$
|
1,332,727
|
|
|
100.0
|
%
|
(1)
|
Ratings as assigned by S&P, or equivalent
|
June 30, 2019
|
|
Fair Value
|
|
% of Holdings
Based on Fair Value of All Fixed Income Securities |
|
Rating(1)
|
|||
|
|
($ in thousands)
|
|
|
|
|
|||
Gilead Sciences Inc, 3.65% Due 3/1/2026
|
|
$
|
21,115
|
|
|
0.7
|
%
|
|
A
|
Brookfield Asset Management Inc, 4.00%, Due 1/15/2025
|
|
20,843
|
|
|
0.7
|
%
|
|
A-
|
|
Rabobank Nederland Utrec, 3.875% Due 2/8/2022
|
|
19,878
|
|
|
0.7
|
%
|
|
A+
|
|
BNP Paribas, 5.00% Due 1/15/2021
|
|
19,874
|
|
|
0.7
|
%
|
|
A+
|
|
Nissan Motor Acceptance Corp, 3.875%, Due 9/21/2023
|
|
18,977
|
|
|
0.6
|
%
|
|
A-
|
|
Electricite de France, 4.625%, Due 9/11/2024
|
|
18,079
|
|
|
0.6
|
%
|
|
A-
|
|
UBS Group Funding (Jersey) Ltd, 2.65% Due 2/1/2022
|
|
17,085
|
|
|
0.6
|
%
|
|
A-
|
|
Bank of New York Mellon Corp, 3.00%, Due 2/24/2025
|
|
16,454
|
|
|
0.6
|
%
|
|
A
|
|
Pepsico Inc., 3.60%, Due 3/1/2024
|
|
15,924
|
|
|
0.5
|
%
|
|
A+
|
|
BAE Systems (Holdings) Ltd., 3.80%, Due 10/7/2024
|
|
15,701
|
|
|
0.5
|
%
|
|
BBB
|
|
Total
|
|
$
|
183,930
|
|
|
6.2
|
%
|
|
|
(1)
|
Ratings as assigned by S&P, or equivalent
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||
($ in thousands)
|
|
Fair Value
|
|
% of Total
|
|
Fair Value
|
|
% of Total
|
||||||
Non-U.S. dollar denominated corporate bonds
|
|
$
|
318,503
|
|
|
96.3
|
%
|
|
$
|
338,712
|
|
|
97.1
|
%
|
Non-U.S. government and supranational bonds
|
|
12,180
|
|
|
3.7
|
%
|
|
10,072
|
|
|
2.9
|
%
|
||
Total non-U.S. dollar denominated AFS securities
|
|
$
|
330,683
|
|
|
100.0
|
%
|
|
$
|
348,784
|
|
|
100.0
|
%
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||
($ in thousands)
|
|
Fair Value
|
|
% of Total
|
|
Fair Value
|
|
% of Total
|
||||||
Euro
|
|
$
|
281,450
|
|
|
85.1
|
%
|
|
$
|
284,440
|
|
|
81.6
|
%
|
British Pound
|
|
41,532
|
|
|
12.6
|
%
|
|
37,469
|
|
|
10.7
|
%
|
||
Canadian Dollar
|
|
5,390
|
|
|
1.6
|
%
|
|
5,658
|
|
|
1.6
|
%
|
||
All other currencies
|
|
2,311
|
|
|
0.7
|
%
|
|
21,217
|
|
|
6.1
|
%
|
||
Total non-U.S. dollar denominated AFS securities
|
|
$
|
330,683
|
|
|
100.0
|
%
|
|
$
|
348,784
|
|
|
100.0
|
%
|
Ratings(1)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||
($ in thousands)
|
|
Fair Value
|
|
% of Total
|
|
Fair Value
|
|
% of Total
|
||||||
AAA
|
|
$
|
500
|
|
|
0.2
|
%
|
|
$
|
2,258
|
|
|
0.7
|
%
|
AA+, AA, AA-
|
|
19,713
|
|
|
6.2
|
%
|
|
28,725
|
|
|
8.5
|
%
|
||
A+, A, A-
|
|
142,533
|
|
|
44.7
|
%
|
|
148,204
|
|
|
43.7
|
%
|
||
BBB+, BBB, BBB-
|
|
144,987
|
|
|
45.5
|
%
|
|
148,672
|
|
|
43.9
|
%
|
||
BB+ or lower
|
|
10,770
|
|
|
3.4
|
%
|
|
10,853
|
|
|
3.2
|
%
|
||
Total non-U.S. dollar denominated corporate bonds
|
|
$
|
318,503
|
|
|
100.0
|
%
|
|
$
|
338,712
|
|
|
100.0
|
%
|
(1)
|
Ratings as assigned by S&P, or equivalent
|
($ in thousands)
|
|
June 30, 2019
|
|
December 31, 2018
|
|
Change
|
|
Change %
|
|||||||
Deferred commission and other acquisition expenses
|
|
$
|
113,630
|
|
|
$
|
388,442
|
|
|
$
|
(274,812
|
)
|
|
(70.7
|
)%
|
Funds withheld receivable
|
|
681,272
|
|
|
27,039
|
|
|
654,233
|
|
|
2,419.6
|
%
|
|||
Unearned premiums
|
|
322,166
|
|
|
1,200,419
|
|
|
(878,253
|
)
|
|
(73.2
|
)%
|
|||
Liability for investments purchased
|
|
298,939
|
|
|
—
|
|
|
298,939
|
|
|
NM
|
|
|||
Accrued expenses and other liabilities
|
|
14,805
|
|
|
65,494
|
|
|
(50,689
|
)
|
|
(77.4
|
)%
|
($ in thousands)
|
|
June 30, 2019
|
|
December 31, 2018
|
|
Change
|
|
Change %
|
|||||||
Preference shares
|
|
$
|
465,000
|
|
|
$
|
465,000
|
|
|
$
|
—
|
|
|
—
|
%
|
Common shareholders' equity
|
|
125,572
|
|
|
89,275
|
|
|
36,297
|
|
|
40.7
|
%
|
|||
Total Maiden shareholders' equity
|
|
590,572
|
|
|
554,275
|
|
|
36,297
|
|
|
6.5
|
%
|
|||
Senior Notes - principal amount
|
|
262,500
|
|
|
262,500
|
|
|
—
|
|
|
—
|
%
|
|||
Total capital resources
|
|
$
|
853,072
|
|
|
$
|
816,775
|
|
|
$
|
36,297
|
|
|
4.4
|
%
|
•
|
net increase in AOCI of $86.8 million which arose due to: 1) an increase in net unrealized gains on investment of $89.0 million resulting from the net increase in the fair value of our investment portfolio relating to market price movements due to declining interest rates during the six months ended June 30, 2019; offset by 2) a decrease in cumulative translation adjustments of $2.3 million due to the effect of the recent depreciation of the euro and British pound relative to the original currencies on our non-U.S. dollar net liabilities (excluding non-U.S. dollar denominated AFS fixed maturities);
|
•
|
net increase in share based transactions of $1.6 million; and partly offset by
|
•
|
net loss attributable to Maiden of $52.0 million. Please see the discussion of the Company’s net loss for the six months ended June 30, 2019 on page 43 of the "Results of Operations".
|
Hypothetical Change in Interest Rates
|
|
Fair Value
|
|
Estimated Change in Fair Value
|
|
Hypothetical % (Decrease) Increase in Shareholders’ Equity
|
|||||
|
|
($ in thousands)
|
|
|
|||||||
200 basis point increase
|
|
$
|
2,735,561
|
|
|
$
|
(236,037
|
)
|
|
(40.0
|
)%
|
100 basis point increase
|
|
2,853,606
|
|
|
(117,992
|
)
|
|
(20.0
|
)%
|
||
No change
|
|
2,971,598
|
|
|
—
|
|
|
—
|
%
|
||
100 basis point decrease
|
|
3,081,664
|
|
|
110,066
|
|
|
18.6
|
%
|
||
200 basis point decrease
|
|
3,187,226
|
|
|
215,628
|
|
|
36.5
|
%
|
Ratings(1)
|
|
June 30, 2019
|
|
December 31, 2018
|
||
AA+ or better
|
|
50.6
|
%
|
|
46.3
|
%
|
AA, AA-, A+, A, A-
|
|
31.8
|
%
|
|
31.4
|
%
|
BBB+, BBB, BBB-
|
|
16.7
|
%
|
|
21.0
|
%
|
BB+ or lower
|
|
0.9
|
%
|
|
1.3
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
(1)
|
Ratings as assigned by S&P, or equivalent
|
For the Three Months Ended June 30, 2019
|
|
Total number of shares repurchased
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans or programs (a)
|
|
Dollar amount still available under trading plan
|
||||||
|
|
|
|
|
|
|
|
($ in thousands)
|
||||||
April 1, 2019 - April 30, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
74,245
|
|
|
May 1, 2019 - May 31, 2019
|
|
23,038
|
|
|
$
|
0.77
|
|
|
—
|
|
|
74,245
|
|
|
June 1, 2019 - June 30, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,245
|
|
||
Total
|
|
23,038
|
|
|
0.77
|
|
|
—
|
|
|
74,245
|
|
|
MAIDEN HOLDINGS, LTD.
|
|
|
By:
|
|
August 9, 2019
|
|
/s/ Lawrence F. Metz
|
|
|
Lawrence F. Metz
President and Chief Executive Officer
|
|
|
|
|
|
/s/ Patrick J. Haveron
|
|
|
Patrick J. Haveron
Chief Financial Officer
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Maiden Holdings, Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including any consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
August 9, 2019
|
|
/s/ LAWRENCE F. METZ
|
|
|
|
Lawrence F. Metz
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Maiden Holdings, Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including any consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
August 9, 2019
|
|
/s/ PATRICK J. HAVERON
|
|
|
|
Patrick J. Haveron
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
August 9, 2019
|
By:
|
/s/ LAWRENCE F. METZ
|
|
|
|
Lawrence F. Metz
|
|
|
|
President and Chief Executive Officer
|
|
August 9, 2019
|
By:
|
/s/ PATRICK J. HAVERON
|
|
|
|
Patrick J. Haveron
|
|
|
|
Chief Financial Officer
|
|