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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Bermuda
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98-0570192
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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Title of Each Class
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Trading symbol(s)
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Name of Each Exchange on Which Registered
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Common Shares, par value $0.01 per share
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MHLD
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NASDAQ Capital Market
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Series A Preference Shares, par value $0.01 per share
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MH.PA
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New York Stock Exchange
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Series C Preference Shares, par value $0.01 per share
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MH.PC
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New York Stock Exchange
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Series D Preference Shares, par value $0.01 per share
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MH.PD
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New York Stock Exchange
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Large Accelerated Filer
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☐
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Accelerated Filer
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☐
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Non-Accelerated Filer
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☒
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(Do not check if a smaller reporting company)
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Smaller Reporting Company
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☒
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Emerging growth company
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☐
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Page
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PART I
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PART II
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PART III
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PART IV
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||
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||
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For the Year Ended December 31,
|
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2019
|
|
2018
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||||||||||
($ in thousands)
|
|
Net Premiums
Earned |
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% of Total
|
|
Net Premiums
Earned |
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% of Total
|
||||||
Diversified Reinsurance
|
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$
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83,691
|
|
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18.7
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%
|
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$
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112,487
|
|
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5.5
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%
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AmTrust Reinsurance
|
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364,071
|
|
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81.3
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%
|
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1,913,715
|
|
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94.5
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%
|
||
Total
|
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$
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447,762
|
|
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100.0
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%
|
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$
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2,026,202
|
|
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100.0
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%
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For the Year Ended December 31,
|
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2019
|
|
2018
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||||||||||
($ in thousands)
|
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Net Premiums
Written |
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% of Total
|
|
Net Premiums
Written |
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% of Total
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||||||
Maiden Reinsurance
|
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$
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36,074
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|
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73.4
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%
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$
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120,584
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|
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93.2
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%
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Maiden LF
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7,412
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|
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15.1
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%
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5,069
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|
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4.0
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%
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||
Maiden GF
|
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5,665
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|
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11.5
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%
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3,666
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|
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2.8
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%
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||
Total
|
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$
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49,151
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|
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100.0
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%
|
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$
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129,319
|
|
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100.0
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%
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For the Year Ended December 31,
|
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2019
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2018
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|||||
($ in thousands)
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Net Premiums Written
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Net Premiums Written
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||||
Net premiums written
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$
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(1,519
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)
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$
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42,753
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For the Year Ended December 31,
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2019
|
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2018
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||||||||||
($ in thousands)
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Net
Premiums Written |
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% of Total
|
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Net
Premiums Written |
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% of Total
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||||||
Personal Auto - Quota Share Reinsurance
|
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$
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31,081
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61.3
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%
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$
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70,060
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|
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80.9
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%
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Credit Life - Insurance
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19,631
|
|
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38.7
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%
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16,492
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|
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19.1
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%
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||
Total
|
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$
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50,712
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|
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100.0
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%
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$
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86,552
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|
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100.0
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%
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For the Year Ended December 31,
|
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2019
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2018
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||||||||||
($ in thousands)
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Fee Income
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% of Total
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Fee Income
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% of Total
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||||||
United Kingdom
|
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$
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952
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56.9
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%
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$
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1,320
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|
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13.6
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%
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Australia
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721
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|
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43.1
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%
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1,433
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|
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14.8
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%
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||
Germany
|
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—
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|
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—
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%
|
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5,772
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|
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59.6
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%
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||
Other
|
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—
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|
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—
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%
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1,156
|
|
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12.0
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%
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||
Total
|
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$
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1,673
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|
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100.0
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%
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$
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9,681
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|
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100.0
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%
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•
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Small commercial business insurance, which includes U.S. workers’ compensation, commercial package and other low-hazard property and casualty insurance products;
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•
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Specialty risk and extended warranty coverage for consumer and commercial goods and custom designed coverages, such as accidental damage plans and payment protection plans offered in connection with the sale of consumer and commercial goods, in the U.S., U.K. and certain other global markets and European hospital liability; and
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•
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Specialty program which includes package products, general liability, commercial auto liability, excess and surplus lines programs and other specialty commercial property and casualty insurance to a narrowly defined, homogeneous group of small and middle market companies.
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•
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Establish a process to assess strategies and business decisions on a risk/reward basis;
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•
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Establish a risk governance structure with clearly defined roles and responsibilities;
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•
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Identify and assess all material risks from internal and external sources;
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•
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Manage risks within our risk appetite; and
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•
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Effective review and reporting of major loss events.
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•
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Insurance risk - the risk that insured losses are higher than our expectations. This includes losses arising from inadequate loss reserves, losses from larger than expected non-catastrophe current accident year losses, and catastrophe losses that exceed our expectation or our reinsurance limits. We are not currently engaged in active reinsurance underwriting and as a result our insurance risk from premiums is immaterial;
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•
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Investment risk - the risk of loss in our investment portfolio potentially caused by fluctuations in interest rates, credit spreads, foreign exchange rates and inflation on both assets and liabilities;
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•
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Liquidity risk - the risk that the group does not have sufficient unrestricted or liquid funds to pay losses or meet contractual obligations as they become due; and
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•
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Operational risk - the risk of loss from inadequate or failed internal processes, people, systems and/or external events, which also includes legal risks.
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For the Year Ended December 31,
|
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2019
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2018
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Fixed maturities and cash and cash equivalents
|
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3.0
|
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4.2
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Reserve for loss and LAE(1)
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4.2
|
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4.5
|
•
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limiting our ability to pay dividends to our common and preference shareholders;
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•
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limiting our subsidiaries’ ability to pay dividends;
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•
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increasing our vulnerability to changing economic, regulatory and industry conditions;
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•
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limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry;
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•
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limiting our ability to borrow additional funds;
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•
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requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby, reducing funds available for working capital, capital expenditures, acquisitions and other purposes; and
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•
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impacting regulators assessment of our capital position, adequacy and flexibility and therefore, the financial strength ratings of rating agencies and regulators assessment of our solvency.
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•
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fluctuations in interest rates, inflationary pressures and other changes in the investment environment that impact returns on invested assets;
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•
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changes in the frequency or severity of claims;
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•
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volatile and unpredictable developments, including man-made, weather-related and other natural catastrophes, terrorist attacks or pandemics, such as the spread of the COVID-19 virus;
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•
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price competition;
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•
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inadequate loss and LAE reserves;
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•
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cyclical nature of the property and casualty insurance market; and
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•
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negative developments in the specialty property and casualty reinsurance sectors in which we operate.
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•
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our Board may reduce the total voting power of any shareholder to avoid adverse tax, legal or regulatory consequences to us or any direct or indirect holder of our shares or its affiliates; and
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•
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our Board may, in their discretion, decline to record the transfer of any common shares on our share register, if they are not satisfied that all required regulatory approvals for such transfer have been obtained or if they determine such transfer may result in a non-de minimis adverse tax, legal or regulatory consequence to us or any direct or indirect holder of shares or its affiliates.
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•
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have the effect of delaying, deferring or preventing a change in control of us;
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•
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discourage bids for our securities at a premium over the market price;
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•
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adversely affect the price of, and the voting and other rights of the holders of our securities; or
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•
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impede the ability of the holders of our securities to change our management.
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•
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the material facts as to such interested director’s relationship or interests are disclosed or are known to the board of directors and the board in good faith authorizes the transaction by the affirmative vote of a majority of the disinterested directors;
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•
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such material facts are disclosed or are known to the shareholders entitled;
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•
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to vote on such transaction and the transaction is specifically approved in good faith by vote of the majority of shares entitled to vote thereon; or
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•
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the transaction is fair as to the corporation as of the time it is authorized, approved or ratified.
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For the Year Ended December 31,
|
|
2019
|
|
2018
|
|
Change
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||||||
Summary Consolidated Statement of Income Data:
|
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($ in thousands except per share data)
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||||||||||
Net loss from continuing operations
|
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$
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(109,362
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)
|
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$
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(450,292
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)
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$
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340,930
|
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Loss from discontinued operations, net of income tax
|
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(22,541
|
)
|
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(94,113
|
)
|
|
71,572
|
|
|||
Net loss
|
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(131,903
|
)
|
|
(544,405
|
)
|
|
412,502
|
|
|||
Net loss - to Maiden common shareholders
|
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(131,903
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)
|
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(570,260
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)
|
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438,357
|
|
|||
Basic and diluted loss per common share:
|
|
|
|
|
|
|
||||||
Net loss - Maiden common shareholders(2)(9)
|
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(1.59
|
)
|
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(6.87
|
)
|
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5.28
|
|
|||
Dividends per common share
|
|
—
|
|
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0.35
|
|
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(0.35
|
)
|
|||
Gross premiums written
|
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(528,593
|
)
|
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2,017,798
|
|
|
(2,546,391
|
)
|
|||
Net premiums earned
|
|
447,762
|
|
|
2,026,202
|
|
|
(1,578,440
|
)
|
|||
Underwriting loss(3)
|
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(183,753
|
)
|
|
(520,219
|
)
|
|
336,466
|
|
|||
Net investment income
|
|
97,837
|
|
|
136,285
|
|
|
(38,448
|
)
|
|||
Combined ratio(4)
|
|
148.6
|
%
|
|
127.7
|
%
|
|
20.9
|
|
|||
Non-GAAP measures:
|
|
|
|
|
|
|
||||||
Non-GAAP operating loss(1)
|
|
$
|
(26,514
|
)
|
|
$
|
(466,062
|
)
|
|
$
|
439,548
|
|
Basic and diluted loss per common share:
|
|
|
|
|
|
|
||||||
Non-GAAP operating loss - Maiden common shareholders(1)(9)
|
|
(0.32
|
)
|
|
(5.61
|
)
|
|
5.29
|
|
|||
Non-GAAP combined ratio(11)
|
|
123.5
|
%
|
|
127.7
|
%
|
|
(4.2
|
)
|
|||
Non-GAAP operating return on average common shareholders' equity(1)
|
|
(40.2
|
)%
|
|
(108.8
|
)%
|
|
68.6
|
|
At December 31,
|
|
2019
|
|
2018
|
|
Change
|
||||||
Consolidated Financial Condition
|
|
($ in thousands except per share data)
|
||||||||||
Total investments and cash and cash equivalents(5)
|
|
$
|
1,974,544
|
|
|
$
|
4,421,954
|
|
|
$
|
(2,447,410
|
)
|
Total assets
|
|
3,568,196
|
|
|
5,287,460
|
|
|
(1,719,264
|
)
|
|||
Reserve for loss and LAE
|
|
2,439,907
|
|
|
3,126,134
|
|
|
(686,227
|
)
|
|||
Senior notes - principal amount
|
|
262,500
|
|
|
262,500
|
|
|
—
|
|
|||
Maiden common shareholders' equity
|
|
42,718
|
|
|
89,275
|
|
|
(46,557
|
)
|
|||
Maiden shareholders' equity
|
|
507,718
|
|
|
554,275
|
|
|
(46,557
|
)
|
|||
Total capital resources(6)
|
|
770,218
|
|
|
816,775
|
|
|
(46,557
|
)
|
|||
Ratio of debt to total capital resources(13)
|
|
34.1
|
%
|
|
32.1
|
%
|
|
2.0
|
|
|||
|
|
|
|
|
|
|
||||||
Book Value calculations:
|
|
|
|
|
|
|
||||||
Book value per common share(7)
|
|
$
|
0.51
|
|
|
$
|
1.08
|
|
|
$
|
(0.57
|
)
|
Accumulated dividends per common share
|
|
4.27
|
|
|
4.27
|
|
|
—
|
|
|||
Book value per common share plus accumulated dividends
|
|
$
|
4.78
|
|
|
$
|
5.35
|
|
|
$
|
(0.57
|
)
|
Change in book value per common share plus accumulated dividends
|
|
(10.7
|
)%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
||||||
Diluted book value per common share(8)
|
|
$
|
0.50
|
|
|
$
|
1.08
|
|
|
$
|
(0.58
|
)
|
Non-GAAP measures:
|
|
|
|
|
|
|
||||||
Adjusted book value per common share(10)
|
|
$
|
1.87
|
|
|
$
|
1.08
|
|
|
$
|
0.79
|
|
Adjusted Maiden shareholders' equity(12)
|
|
620,668
|
|
|
554,275
|
|
|
66,393
|
|
|||
Adjusted total capital resources(12)
|
|
883,168
|
|
|
816,775
|
|
|
66,393
|
|
|||
Ratio of debt to adjusted total capital resources(14)
|
|
29.7
|
%
|
|
32.1
|
%
|
|
(2.4
|
)
|
(1)
|
Non-GAAP operating loss, non-GAAP operating loss per common share and non-GAAP operating return on average common equity are non-GAAP financial measures. Please see "Key Financial Measures" for additional information and a reconciliation to the nearest U.S. GAAP financial measure of net (loss) income.
|
(2)
|
Please refer to "Notes to Consolidated Financial Statements - Note 12. Earnings per Common Share" included under Item 8 "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K 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. See "Key Financial Measures" for additional information.
|
(4)
|
Combined ratio is 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 common shareholders’ equity (shareholders' equity excluding the aggregate liquidation value of our preference shares) divided by the number of common shares outstanding. See "Key Financial Measures" for additional information.
|
(8)
|
Diluted book value per common share is calculated by dividing 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.
|
(10)
|
Adjusted book value per common share is a non-GAAP measure that is calculated using Maiden common shareholders' equity, adjusted for unamortized deferred gain on retroactive reinsurance, divided by the number of common shares outstanding. See "Key Financial Measures" for additional information.
|
(11)
|
Non-GAAP combined ratio is calculated by excluding the impact of the unamortized deferred gain liability on retroactive reinsurance from the net loss and LAE ratio, and then adding together the expense ratio and the net adjusted loss and LAE ratio. See "Key Financial Measures" for additional information.
|
(12)
|
Adjusted Maiden shareholders' equity and adjusted total capital resources are calculated by adding the unamortized deferred gain on retroactive reinsurance to the GAAP Maiden shareholders' equity and GAAP total capital resources, respectively. The deferred gain arises from the LPT/ADC Agreement relating to losses from the AmTrust Quota Share. Under U.S. GAAP, the deferred gain shall be amortized over the estimated remaining settlement period. See "Key Financial Measures" for additional information.
|
(13)
|
Ratio of debt to total capital resources is calculated using the total principal amount of debt divided by the sum of total capital resources.
|
(14)
|
Ratio of debt to adjusted total capital resources is calculated using the total principal amount of debt divided by the sum of adjusted total capital resources.
|
December 31,
|
|
2019
|
|
2018
|
||||
|
|
($ in thousands)
|
||||||
Reserve for reported loss and LAE
|
|
$
|
1,271,358
|
|
|
$
|
1,619,776
|
|
Reserve for losses incurred but not reported
|
|
1,168,549
|
|
|
1,506,358
|
|
||
Reserve for loss and LAE
|
|
$
|
2,439,907
|
|
|
$
|
3,126,134
|
|
•
|
the information developed from internal and independent external sources can be used to develop meaningful estimates of the likely future performance of business bound by the Company;
|
•
|
the loss and exposure information provided by ceding companies, insureds and brokers in support of their reinsurance submissions have been used by the Company's pricing actuaries to derive meaningful estimates of the likely future performance of business bound with respect to each contract and policy;
|
•
|
historic loss development and trend experience may be used to predict future loss development and trends;
|
•
|
no significant emergence of losses or types of losses that are not represented in the information supplied to the Company by its brokers, ceding companies and insureds will occur; and
|
•
|
the Company is able to identify and properly adjust for changes to case reserving and claims settlement rates in the underlying data.
|
•
|
the lag in time between the time claims are initially reported to the ceding company and the time they are ultimately reported through one or more reinsurance broker intermediaries to the Company;
|
•
|
the differing case reserving practices among ceding companies;
|
•
|
changes to characteristics of a claim over time, such as future medical needs or assessment of liability;
|
•
|
the diversity of loss development patterns among different types of reinsurance treaties or contracts; and
|
•
|
the Company’s need to rely on its ceding companies for loss information, which also exposes the Company to changes in the reserving philosophy of the ceding company and the adequacy of its underlying case reserves.
|
•
|
changes in the inflation rate for goods and services related to the covered damages;
|
•
|
changes in the general economic environment that could cause unanticipated changes in claim frequency or severity;
|
•
|
changes in the litigation environment regarding the representation of plaintiffs and potential plaintiffs;
|
•
|
changes in the judicial and/or arbitration environment regarding the interpretation of policy and contract provisions relating to the determination of coverage and/or the amount of damages awarded for certain types of claims;
|
•
|
changes in the social environment regarding the general attitude of juries in the determination of liability and damages;
|
•
|
changes in the legislative environment regarding the definition of damages;
|
•
|
new types of injuries caused by new types of injurious activities or exposures; and
|
•
|
changes in ceding company case reserving and reporting patterns.
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
|
|
($ in thousands)
|
||||||
Gross premiums written
|
|
$
|
(528,593
|
)
|
|
$
|
2,017,798
|
|
Net premiums written
|
|
$
|
(531,850
|
)
|
|
$
|
2,014,597
|
|
Net premiums earned
|
|
$
|
447,762
|
|
|
$
|
2,026,202
|
|
Other insurance revenue
|
|
2,841
|
|
|
9,681
|
|
||
Net loss and LAE
|
|
(452,829
|
)
|
|
(1,880,121
|
)
|
||
Commission and other acquisition expenses
|
|
(169,760
|
)
|
|
(654,740
|
)
|
||
General and administrative expenses(1)
|
|
(11,767
|
)
|
|
(21,241
|
)
|
||
Underwriting loss(2)
|
|
(183,753
|
)
|
|
(520,219
|
)
|
||
Other general and administrative expenses(1)
|
|
(35,451
|
)
|
|
(43,699
|
)
|
||
Net investment income
|
|
97,837
|
|
|
136,285
|
|
||
Net realized gains (losses) on investment
|
|
27,860
|
|
|
(1,529
|
)
|
||
Total other-than-temporary impairment losses
|
|
(165
|
)
|
|
(5,832
|
)
|
||
Foreign exchange and other gains
|
|
2,719
|
|
|
4,461
|
|
||
Interest and amortization expenses
|
|
(19,320
|
)
|
|
(19,318
|
)
|
||
Income tax benefit (expense)
|
|
911
|
|
|
(441
|
)
|
||
Net loss from continuing operations
|
|
(109,362
|
)
|
|
(450,292
|
)
|
||
Loss from discontinued operations, net of income tax
|
|
(22,541
|
)
|
|
(94,113
|
)
|
||
Income attributable to noncontrolling interests
|
|
—
|
|
|
(219
|
)
|
||
Dividends on preference shares
|
|
—
|
|
|
(25,636
|
)
|
||
Net loss attributable to Maiden common shareholders
|
|
$
|
(131,903
|
)
|
|
$
|
(570,260
|
)
|
|
|
|
|
|
||||
Ratios
|
|
|
|
|
||||
Net loss and LAE ratio(3)
|
|
100.5
|
%
|
|
92.3
|
%
|
||
Commission and other acquisition expense ratio(4)
|
|
37.6
|
%
|
|
32.2
|
%
|
||
General and administrative expense ratio(5)
|
|
10.5
|
%
|
|
3.2
|
%
|
||
Expense ratio(6)
|
|
48.1
|
%
|
|
35.4
|
%
|
||
Combined ratio(7)
|
|
148.6
|
%
|
|
127.7
|
%
|
(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 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 all 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 continuing operations of $109.4 million compared to net loss from continuing operations of $450.3 million for the same period in 2018 largely due to the following factors:
|
•
|
underwriting loss of $183.8 million compared to underwriting loss of $520.2 million during the year ended December 31, 2018 which resulted in a combined ratio of 148.6% compared to 127.7% in the prior period. The reduction in the underwriting loss and the increased combined ratio was principally due to the impact of:
|
◦
|
adverse prior year loss development of $112.5 million or 25.0 percentage points in 2019 compared to $403.2 million or 19.8 percentage points for the same period in 2018 incurred primarily within the AmTrust Reinsurance segment for each respective period. The adverse development of $112.5 million in 2019 included $113.0 million of losses covered under the LPT/ADC Agreement which has been recorded in the balance sheet as a deferred gain on retroactive reinsurance but will ultimately be recoverable;
|
◦
|
higher loss ratios for current year premiums earned during 2019 primarily within the AmTrust Reinsurance segment (which excludes the Terminated Business under the Partial Termination Amendment) which caused significant changes in the mix of business being earned in 2019 compared to 2018 for the remaining in-force business; and
|
◦
|
increased ceding commission rates payable which increased by five percentage points for the remaining in-force business immediately prior to January 1, 2019 (excluding Terminated Business) and related unearned premium as of January 1, 2019 under the Partial Termination Amendment with AmTrust (impact of approximately $18.7 million).
|
•
|
realized gains on investment of $27.9 million for the year ended December 31, 2019 compared to realized losses of $1.5 million for the same period in 2018 and impairment losses in investments of $0.2 million for the year ended December 31, 2019 compared to $5.8 million in 2018.
|
•
|
net loss from discontinued operations of $22.5 million compared to a net loss from discontinued operations of $94.1 million in 2018 primarily as a result of the Settlement and Commutation Agreement entered into between the Company and Enstar on July 31, 2019 which caused a net additional loss of $16.7 million to be recognized. The 2018 loss from discontinued operations included the impairment of goodwill and intangible assets of $74.2 million that was recognized due to the sale of Maiden US partly offset by the proceeds of the sale of the Renewal Rights of $7.5 million; and
|
•
|
no dividends were paid to preference shareholders during the year ended December 31, 2019 compared to $25.6 million of dividends paid in 2018. Our Board of Directors have not declared dividends on any of our Preference Shares since the fourth quarter of 2018.
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
|
Change in
|
|||||||||||||||
($ in thousands)
|
|
Total
|
|
% of Total
|
|
Total
|
|
% of Total
|
|
$
|
|
%
|
|||||||||
Diversified Reinsurance
|
|
$
|
49,151
|
|
|
(9.3
|
)%
|
|
$
|
129,319
|
|
|
6.4
|
%
|
|
$
|
(80,168
|
)
|
|
(62.0
|
)%
|
AmTrust Reinsurance
|
|
(581,001
|
)
|
|
109.3
|
%
|
|
1,885,278
|
|
|
93.6
|
%
|
|
(2,466,279
|
)
|
|
(130.8
|
)%
|
|||
Total
|
|
$
|
(531,850
|
)
|
|
100.0
|
%
|
|
$
|
2,014,597
|
|
|
100.0
|
%
|
|
$
|
(2,546,447
|
)
|
|
(126.4
|
)%
|
•
|
Premiums written in the Diversified Reinsurance segment decreased by $80.2 million or 62.0% due to non-renewals in our European Capital Solutions business combined with lower premiums written in German Auto programs within our IIS business; and
|
•
|
Premiums written in the AmTrust Reinsurance segment decreased significantly due to the 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. The negative premiums written for the AmTrust Reinsurance segment are primarily the result of the Partial Termination Amendment resulted in Maiden Reinsurance returning approximately $648.0 million in unearned premium to AII, or $436.8 million net of applicable ceding commission and brokerage.
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
|
Change in
|
|||||||||||||||
($ in thousands)
|
|
Total
|
|
% of Total
|
|
Total
|
|
% of Total
|
|
$
|
|
%
|
|||||||||
Diversified Reinsurance
|
|
$
|
83,691
|
|
|
18.7
|
%
|
|
$
|
112,487
|
|
|
5.5
|
%
|
|
$
|
(28,796
|
)
|
|
(25.6
|
)%
|
AmTrust Reinsurance
|
|
364,071
|
|
|
81.3
|
%
|
|
1,913,715
|
|
|
94.5
|
%
|
|
(1,549,644
|
)
|
|
(81.0
|
)%
|
|||
Total
|
|
$
|
447,762
|
|
|
100.0
|
%
|
|
$
|
2,026,202
|
|
|
100.0
|
%
|
|
$
|
(1,578,440
|
)
|
|
(77.9
|
)%
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
|
|
($ in thousands)
|
||||||
Average investable assets(1)
|
|
$
|
3,679,285
|
|
|
$
|
4,158,154
|
|
Average book yield(2)
|
|
2.7
|
%
|
|
3.3
|
%
|
(1)
|
The average of our total investments, cash, restricted cash and cash equivalents, funds withheld and loan to related party held during the year.
|
(2)
|
Ratio of net investment income over average investable assets at fair value.
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
|
|
($ in thousands)
|
||||||
General and administrative expenses – segments
|
|
$
|
11,767
|
|
|
$
|
21,241
|
|
General and administrative expenses – corporate
|
|
35,451
|
|
|
43,699
|
|
||
Total general and administrative expenses
|
|
$
|
47,218
|
|
|
$
|
64,940
|
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
|
|
($ in thousands)
|
||||||
Gross premiums written
|
|
$
|
52,408
|
|
|
$
|
131,518
|
|
Net premiums written
|
|
$
|
49,151
|
|
|
$
|
129,319
|
|
Net premiums earned
|
|
$
|
83,691
|
|
|
$
|
112,487
|
|
Other insurance revenue
|
|
2,841
|
|
|
9,681
|
|
||
Net loss and LAE
|
|
(49,905
|
)
|
|
(71,441
|
)
|
||
Commission and other acquisition expenses
|
|
(29,898
|
)
|
|
(38,749
|
)
|
||
General and administrative expenses
|
|
(8,872
|
)
|
|
(17,396
|
)
|
||
Underwriting loss
|
|
$
|
(2,143
|
)
|
|
$
|
(5,418
|
)
|
Ratios
|
|
|
|
|
||||
Net loss and LAE ratio
|
|
57.7
|
%
|
|
58.5
|
%
|
||
Commission and other acquisition expense ratio
|
|
34.5
|
%
|
|
31.7
|
%
|
||
General and administrative expense ratio
|
|
10.3
|
%
|
|
14.2
|
%
|
||
Expense ratio
|
|
44.8
|
%
|
|
45.9
|
%
|
||
Combined ratio
|
|
102.5
|
%
|
|
104.4
|
%
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
|
|
($ in thousands)
|
|
%
|
|||||||||||
International
|
|
$
|
1,673
|
|
|
$
|
9,681
|
|
|
$
|
(8,008
|
)
|
|
(82.7
|
)%
|
Other income
|
|
1,168
|
|
|
—
|
|
|
1,168
|
|
|
NM
|
||||
Total Diversified Reinsurance
|
|
$
|
2,841
|
|
|
$
|
9,681
|
|
|
$
|
(6,840
|
)
|
|
(70.7
|
)%
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
|
|
($ in thousands)
|
||||||
Gross premiums written
|
|
$
|
(581,001
|
)
|
|
$
|
1,886,280
|
|
Net premiums written
|
|
$
|
(581,001
|
)
|
|
$
|
1,885,278
|
|
Net premiums earned
|
|
$
|
364,071
|
|
|
$
|
1,913,715
|
|
Net loss and LAE
|
|
(402,612
|
)
|
|
(1,806,995
|
)
|
||
Commission and other acquisition expenses
|
|
(139,862
|
)
|
|
(615,991
|
)
|
||
General and administrative expenses
|
|
(2,895
|
)
|
|
(3,845
|
)
|
||
Underwriting loss
|
|
$
|
(181,298
|
)
|
|
$
|
(513,116
|
)
|
Ratios
|
|
|
|
|
||||
Net loss and LAE ratio
|
|
110.6
|
%
|
|
94.4
|
%
|
||
Commission and other acquisition expense ratio
|
|
38.4
|
%
|
|
32.2
|
%
|
||
General and administrative expense ratio
|
|
0.8
|
%
|
|
0.2
|
%
|
||
Expense ratio
|
|
39.2
|
%
|
|
32.4
|
%
|
||
Combined ratio
|
|
149.8
|
%
|
|
126.8
|
%
|
•
|
impact of adverse prior year loss development which was $113.7 million or 31.3 percentage points during 2019 compared to $399.2 million or 20.9 points during 2018. Adverse development of $113.7 million in 2019 included $113.0 million of losses covered under the LPT/ADC Agreement that has been recorded in the Consolidated Balance Sheet as a deferred gain on retroactive reinsurance but will ultimately be recoverable.
|
◦
|
Prior year adverse development in 2019 was primarily driven by Commercial Auto Liability of $118.5 million and General Liability of $116.7 million primarily from accident years 2014 to 2018, partly offset by favorable development in Workers Compensation of $113.0 million primarily from accident years 2016 to 2018; and
|
◦
|
Prior year adverse development in 2018 was largely due to Workers' Compensation, primarily driven by accident years 2014 to 2016 due to an increased expectation of loss development at later maturities. Other significant adverse loss development occurred in European Hospital Liability, General Liability and Commercial Auto lines where elevated loss activity had been observed. The adverse loss development in European Hospital Liability was partly caused by the failure of the Italian government to implement a law passed in April 2017 which was expected to reduce medical malpractice costs, and also by a reduced expectation with regards to the ultimate amount of no-payment claims.
|
•
|
higher loss ratios for current year premiums earned during the year 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; and
|
•
|
increase in the ceding commission rates payable which increased by five percentage points for the remaining in-force business immediately prior to January 1, 2019 (excluding Terminated Business) and related unearned premium as of January 1, 2019 under the Partial Termination Amendment which increased commissions by approximately $18.7 million for the year ended December 31, 2019.
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
|
Change in
|
|||||||||||||||
($ in thousands)
|
|
Total
|
|
% of Total
|
|
Total
|
|
% of Total
|
|
$
|
|
%
|
|||||||||
Net Premiums Written
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Small Commercial Business
|
|
$
|
(324,311
|
)
|
|
55.8
|
%
|
|
$
|
1,092,615
|
|
|
57.9
|
%
|
|
$
|
(1,416,926
|
)
|
|
(129.7
|
)%
|
Specialty Program
|
|
(25,869
|
)
|
|
4.5
|
%
|
|
336,847
|
|
|
17.9
|
%
|
|
(362,716
|
)
|
|
(107.7
|
)%
|
|||
Specialty Risk and Extended Warranty
|
|
(230,821
|
)
|
|
39.7
|
%
|
|
455,816
|
|
|
24.2
|
%
|
|
(686,637
|
)
|
|
(150.6
|
)%
|
|||
Total AmTrust Reinsurance
|
|
$
|
(581,001
|
)
|
|
100.0
|
%
|
|
$
|
1,885,278
|
|
|
100.0
|
%
|
|
$
|
(2,466,279
|
)
|
|
(130.8
|
)%
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
|
Change in
|
|||||||||||||||
($ in thousands)
|
|
Total
|
|
% of Total
|
|
Total
|
|
% of Total
|
|
$
|
|
%
|
|||||||||
Net Premiums Earned
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Small Commercial Business
|
|
$
|
91,723
|
|
|
25.2
|
%
|
|
$
|
1,167,581
|
|
|
61.0
|
%
|
|
$
|
(1,075,858
|
)
|
|
(92.1
|
)%
|
Specialty Program
|
|
138,380
|
|
|
38.0
|
%
|
|
345,805
|
|
|
18.1
|
%
|
|
(207,425
|
)
|
|
(60.0
|
)%
|
|||
Specialty Risk and Extended Warranty
|
|
133,968
|
|
|
36.8
|
%
|
|
400,329
|
|
|
20.9
|
%
|
|
(266,361
|
)
|
|
(66.5
|
)%
|
|||
Total AmTrust Reinsurance
|
|
$
|
364,071
|
|
|
100.0
|
%
|
|
$
|
1,913,715
|
|
|
100.0
|
%
|
|
$
|
(1,549,644
|
)
|
|
(81.0
|
)%
|
•
|
the impact of adverse prior year loss development which was $113.7 million or 31.3 points during 2019, compared to $399.2 million or 20.9 points during 2018. Adverse development of $113.7 million in 2019 included $113.0 million of losses covered under the LPT/ADC Agreement that has been recorded in the Consolidated Balance Sheet as a deferred gain on retroactive reinsurance but will ultimately be recoverable.
|
•
|
The adverse prior year loss development in 2019 was driven by Commercial Auto Liability of $118.5 million and General Liability of $116.7 million primarily from accident years 2014 to 2018, partly offset by favorable development in Workers Compensation of $113.0 million primarily from accident years 2016 to 2018; and
|
•
|
The adverse prior year loss development in 2018 was largely from Workers Compensation, driven by accident years 2014 to 2016 due to an increased expectation of loss development at later maturities. Other significant adverse loss development occurred in European hospital liability, and General Liability and Commercial Auto lines where elevated loss activity had been observed. The adverse loss development in European hospital liability was partly caused by the failure of the Italian government to implement a law passed in April 2017 which was expected to reduce medical malpractice costs, and also by a reduced expectation with regards to the ultimate amount of no-payment claims.
|
•
|
higher current year loss ratios for for the remaining in-force business due to the Partial Termination Amendment which caused significant changes in the mix of business being earned in 2019 compared to 2018.
|
•
|
the Partial Termination Amendment with AII became effective January 1, 2019 and we transferred cash and investments totaling $436.8 million to AII for the return of unearned premium, net of applicable ceding commissions;
|
•
|
on January 30, 2019, Maiden Reinsurance and AmTrust agreed to terminate on a run-off basis (i) the remaining business under the AmTrust Quota Share with AII; and (ii) the European Hospital Liability Quota Share with AEL and AIU DAC. Both terminations were effective on January 1, 2019;
|
•
|
the Commutation and Release Agreement, which was effective July 31, 2019. On August 12, 2019, as part of this agreement, we transferred cash and investments of $312.8 million to AII which was the sum of the net ceded reserves of $330.7 million with respect to the Commuted Business as of December 31, 2018 less payments in the amount of $17.9 million made by Maiden Reinsurance with respect to the Commuted Business from January 1, 2019 through July 31, 2019. Maiden Reinsurance paid AII approximately $6.3 million in interest related to the Commutation Payment premium, calculated at the rate of 3.30% per annum from January 1, 2019 through August 12, 2019; and
|
•
|
the LPT/ADC Agreement, which was dated as of July 31, 2019. Under this agreement, Cavello assumed the loss reserves as of December 31, 2018 associated with the AmTrust Quota Share in excess of an approximately $2.2 billion retention up to $600.0 million, in exchange for a retrocession premium of $445.0 million which we fully paid in cash and transferred to Cavello on August 12, 2019. Maiden Reinsurance paid Cavello approximately $7.3 million in interest related to the LPT/ADC Agreement premium, calculated at the rate of 2.64% per annum from January 1, 2019 through August 12, 2019.
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
|
|
($ in thousands)
|
||||||
Operating activities
|
|
$
|
(1,142,601
|
)
|
|
$
|
182,289
|
|
Investing activities
|
|
913,177
|
|
|
32,899
|
|
||
Financing activities
|
|
(18
|
)
|
|
(68,033
|
)
|
||
Effect of exchange rate changes on foreign currency cash
|
|
(382
|
)
|
|
(1,556
|
)
|
||
Total (decrease) increase in cash, restricted cash and cash equivalents
|
|
(229,824
|
)
|
|
145,599
|
|
||
Less: change in cash, restricted cash and cash equivalents of discontinued operations
|
|
—
|
|
|
6,113
|
|
||
Total change in cash, restricted cash and cash equivalents of continuing operations
|
|
$
|
(229,824
|
)
|
|
$
|
139,486
|
|
December 31,
|
|
2019
|
|
2018
|
||||||||||||||||||||
($ in thousands)
|
|
Restricted Cash &
Equivalents |
|
Fixed
Maturities |
|
Total
|
|
Restricted Cash &
Equivalents |
|
Fixed
Maturities |
|
Total
|
||||||||||||
Diversified Reinsurance
|
|
$
|
22,905
|
|
|
$
|
67,709
|
|
|
$
|
90,614
|
|
|
$
|
21,470
|
|
|
$
|
92,750
|
|
|
$
|
114,220
|
|
AmTrust Reinsurance
|
|
36,176
|
|
|
1,380,963
|
|
|
1,417,139
|
|
|
106,720
|
|
|
3,812,090
|
|
|
3,918,810
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,958
|
|
|
6,640
|
|
|
8,598
|
|
||||||
Total
|
|
$
|
59,081
|
|
|
$
|
1,448,672
|
|
|
$
|
1,507,753
|
|
|
$
|
130,148
|
|
|
$
|
3,911,480
|
|
|
$
|
4,041,628
|
|
As a % of Consolidated Balance Sheet captions
|
|
100.0
|
%
|
|
78.9
|
%
|
|
79.6
|
%
|
|
100.0
|
%
|
|
96.2
|
%
|
|
96.3
|
%
|
December 31,
|
|
2019
|
|
2018
|
Fixed maturities and cash and cash equivalents
|
|
3.0
|
|
4.2
|
Reserve for loss and LAE(1)
|
|
4.2
|
|
4.5
|
December 31, 2019
|
|
Original or
Amortized Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair
Value |
|
Average yield(1)
|
|
Average duration(2)
|
||||||||||
Fixed maturities
|
|
($ in thousands)
|
|
|
|
|
||||||||||||||||
U.S. treasury bonds
|
|
$
|
94,921
|
|
|
$
|
704
|
|
|
$
|
—
|
|
|
$
|
95,625
|
|
|
2.5
|
%
|
|
0.7
|
|
U.S. agency bonds – mortgage-backed
|
|
533,296
|
|
|
6,717
|
|
|
(1,291
|
)
|
|
538,722
|
|
|
2.9
|
%
|
|
4.1
|
|
||||
Non-U.S. government and supranational bonds
|
|
11,796
|
|
|
294
|
|
|
(91
|
)
|
|
11,999
|
|
|
1.2
|
%
|
|
4.6
|
|
||||
Asset-backed securities
|
|
187,881
|
|
|
821
|
|
|
(532
|
)
|
|
188,170
|
|
|
3.8
|
%
|
|
0.9
|
|
||||
Corporate bonds
|
|
981,441
|
|
|
31,140
|
|
|
(15,725
|
)
|
|
996,856
|
|
|
2.9
|
%
|
|
3.4
|
|
||||
Municipal bonds
|
|
4,091
|
|
|
55
|
|
|
—
|
|
|
4,146
|
|
|
4.6
|
%
|
|
1.4
|
|
||||
Total fixed maturities
|
|
1,813,426
|
|
|
39,731
|
|
|
(17,639
|
)
|
|
1,835,518
|
|
|
3.0
|
%
|
|
3.2
|
|
||||
Cash and cash equivalents
|
|
107,278
|
|
|
—
|
|
|
—
|
|
|
107,278
|
|
|
0.6
|
%
|
|
0.0
|
|
||||
Total
|
|
$
|
1,920,704
|
|
|
$
|
39,731
|
|
|
$
|
(17,639
|
)
|
|
$
|
1,942,796
|
|
|
2.8
|
%
|
|
3.0
|
|
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.
|
December 31,
|
|
2019
|
|
2018
|
||||||||||||
|
|
AFS fixed maturities
|
|
HTM fixed maturities
|
|
AFS fixed maturities
|
|
HTM fixed maturities
|
||||||||
($ in thousands)
|
|
Fair Value
|
|
Amortized cost
|
|
Fair Value
|
|
Amortized Cost
|
||||||||
Due in one year or less
|
|
$
|
165,908
|
|
|
$
|
—
|
|
|
$
|
130,756
|
|
|
$
|
2,020
|
|
Due after one year through five years
|
|
612,986
|
|
|
—
|
|
|
703,347
|
|
|
394,875
|
|
||||
Due after five years through ten years
|
|
329,732
|
|
|
—
|
|
|
549,249
|
|
|
618,786
|
|
||||
|
|
1,108,626
|
|
|
—
|
|
|
1,383,352
|
|
|
1,015,681
|
|
||||
U.S. agency bonds – mortgage-backed
|
|
538,722
|
|
|
—
|
|
|
1,453,134
|
|
|
—
|
|
||||
Asset-backed securities
|
|
188,170
|
|
|
—
|
|
|
215,082
|
|
|
—
|
|
||||
Total fixed maturities
|
|
$
|
1,835,518
|
|
|
$
|
—
|
|
|
$
|
3,051,568
|
|
|
$
|
1,015,681
|
|
December 31,
|
|
2019
|
|
2018
|
||||||||||
($ in thousands)
|
|
Fair Value
|
|
% of Total
|
|
Fair Value
|
|
% of Total
|
||||||
U.S. agency bonds - mortgage-backed
|
|
|
|
|
|
|
|
|
||||||
Residential mortgage-backed
|
|
|
|
|
|
|
|
|
||||||
GNMA – fixed rate
|
|
$
|
33,079
|
|
|
6.1
|
%
|
|
$
|
152,626
|
|
|
9.6
|
%
|
GNMA - variable rate
|
|
7,075
|
|
|
1.3
|
%
|
|
10,773
|
|
|
0.7
|
%
|
||
FNMA – fixed rate
|
|
241,905
|
|
|
44.9
|
%
|
|
742,749
|
|
|
46.9
|
%
|
||
FHLMC – fixed rate
|
|
256,663
|
|
|
47.7
|
%
|
|
546,986
|
|
|
34.6
|
%
|
||
Total U.S. agency bonds - mortgage-backed
|
|
538,722
|
|
|
100.0
|
%
|
|
1,453,134
|
|
|
91.8
|
%
|
||
U.S. agency bonds - fixed rate
|
|
—
|
|
|
—
|
%
|
|
129,233
|
|
|
8.2
|
%
|
||
Total U.S. agency bonds
|
|
$
|
538,722
|
|
|
100.0
|
%
|
|
$
|
1,582,367
|
|
|
100.0
|
%
|
Ratings(1) at December 31,
|
|
2019
|
|
2018
|
||||||||||||
($ in thousands)
|
|
Amortized cost
|
|
Fair value
|
|
Amortized cost
|
|
Fair value
|
||||||||
U.S. treasury bonds
|
|
$
|
94,921
|
|
|
$
|
95,625
|
|
|
$
|
138,625
|
|
|
$
|
139,072
|
|
U.S. agency bonds
|
|
533,296
|
|
|
538,722
|
|
|
1,615,457
|
|
|
1,582,367
|
|
||||
AAA
|
|
99,212
|
|
|
99,542
|
|
|
137,172
|
|
|
135,119
|
|
||||
AA+, AA, AA-
|
|
101,491
|
|
|
101,467
|
|
|
183,142
|
|
|
178,674
|
|
||||
A+, A, A-
|
|
540,002
|
|
|
549,479
|
|
|
1,132,993
|
|
|
1,113,710
|
|
||||
BBB+, BBB, BBB-
|
|
438,731
|
|
|
445,202
|
|
|
866,043
|
|
|
848,348
|
|
||||
BB+ or lower
|
|
5,773
|
|
|
5,481
|
|
|
52,229
|
|
|
52,290
|
|
||||
Total
|
|
$
|
1,813,426
|
|
|
$
|
1,835,518
|
|
|
$
|
4,125,661
|
|
|
$
|
4,049,580
|
|
(1)
|
Ratings as assigned by S&P, or equivalent
|
|
|
Ratings(1)
|
|
|
|
|
|||||||||||||
December 31, 2019
|
|
AAA, AA+, AA, AA-
|
|
A+, A, A-
|
|
BBB+, BBB, BBB-
|
|
BB+ or lower
|
|
Fair Value
|
|
% of Corporate bonds
|
|||||||
Corporate bonds
|
|
|
|
|
|
|
|
|
|
($ in thousands)
|
|
|
|||||||
Basic Materials
|
|
—
|
%
|
|
0.6
|
%
|
|
1.4
|
%
|
|
—
|
%
|
|
$
|
19,517
|
|
|
2.0
|
%
|
Communications
|
|
—
|
%
|
|
2.4
|
%
|
|
4.0
|
%
|
|
—
|
%
|
|
64,159
|
|
|
6.4
|
%
|
|
Consumer
|
|
0.2
|
%
|
|
8.3
|
%
|
|
19.6
|
%
|
|
—
|
%
|
|
279,940
|
|
|
28.1
|
%
|
|
Energy
|
|
0.9
|
%
|
|
6.1
|
%
|
|
3.8
|
%
|
|
—
|
%
|
|
107,369
|
|
|
10.8
|
%
|
|
Financial Institutions
|
|
3.1
|
%
|
|
30.1
|
%
|
|
10.7
|
%
|
|
0.6
|
%
|
|
443,983
|
|
|
44.5
|
%
|
|
Industrials
|
|
—
|
%
|
|
1.8
|
%
|
|
3.5
|
%
|
|
—
|
%
|
|
53,279
|
|
|
5.3
|
%
|
|
Technology
|
|
—
|
%
|
|
1.7
|
%
|
|
1.2
|
%
|
|
—
|
%
|
|
28,609
|
|
|
2.9
|
%
|
|
Total Corporate bonds
|
|
4.2
|
%
|
|
51.0
|
%
|
|
44.2
|
%
|
|
0.6
|
%
|
|
$
|
996,856
|
|
|
100.0
|
%
|
|
|
Ratings(1)
|
|
|
|
|
|||||||||||||
December 31, 2018
|
|
AAA, AA+, AA, AA-
|
|
A+, A, A-
|
|
BBB+, BBB, BBB-
|
|
BB+ or lower
|
|
Fair Value
|
|
% of Corporate bonds
|
|||||||
Corporate bonds
|
|
|
|
|
|
|
|
|
|
($ in thousands)
|
|
|
|||||||
Basic Materials
|
|
—
|
%
|
|
0.8
|
%
|
|
2.1
|
%
|
|
0.7
|
%
|
|
$
|
73,696
|
|
|
3.6
|
%
|
Communications
|
|
0.9
|
%
|
|
2.7
|
%
|
|
5.0
|
%
|
|
—
|
%
|
|
175,924
|
|
|
8.6
|
%
|
|
Consumer
|
|
0.2
|
%
|
|
13.0
|
%
|
|
16.0
|
%
|
|
0.3
|
%
|
|
602,756
|
|
|
29.5
|
%
|
|
Energy
|
|
1.4
|
%
|
|
3.9
|
%
|
|
3.6
|
%
|
|
0.7
|
%
|
|
195,259
|
|
|
9.6
|
%
|
|
Financial Institutions
|
|
3.2
|
%
|
|
26.8
|
%
|
|
9.8
|
%
|
|
0.3
|
%
|
|
822,245
|
|
|
40.1
|
%
|
|
Industrials
|
|
—
|
%
|
|
1.3
|
%
|
|
3.7
|
%
|
|
—
|
%
|
|
103,349
|
|
|
5.0
|
%
|
|
Technology
|
|
0.7
|
%
|
|
1.4
|
%
|
|
0.9
|
%
|
|
0.6
|
%
|
|
72,473
|
|
|
3.6
|
%
|
|
Total Corporate bonds
|
|
6.4
|
%
|
|
49.9
|
%
|
|
41.1
|
%
|
|
2.6
|
%
|
|
$
|
2,045,702
|
|
|
100.0
|
%
|
(1)
|
Ratings as assigned by S&P, or equivalent
|
December 31, 2019
|
|
Fair Value
|
|
% of Holdings
Based on Fair Value of All Fixed Income Securities |
|
Rating(1)
|
|||
|
|
($ in thousands)
|
|
|
|
|
|||
Rabobank Nederland Utrec, 3.875% Due 2/8/2022
|
|
$
|
19,893
|
|
|
1.1
|
%
|
|
A+
|
BNP Paribas, 5.00% Due 1/15/2021
|
|
19,706
|
|
|
1.1
|
%
|
|
A+
|
|
Electricite de France, 4.625%, Due 9/11/2024
|
|
17,494
|
|
|
0.9
|
%
|
|
A-
|
|
UBS Group Funding (Jersey) Ltd, 2.65% Due 2/1/2022
|
|
17,175
|
|
|
0.9
|
%
|
|
A-
|
|
Bank of New York Mellon Corp, 3.00%, Due 2/24/2025
|
|
16,642
|
|
|
0.9
|
%
|
|
A
|
|
Pepsico Inc., 3.60%, Due 3/1/2024
|
|
15,972
|
|
|
0.9
|
%
|
|
A+
|
|
BAT International Finance PLC, 3.95%, Due 6/15/2025
|
|
15,868
|
|
|
0.8
|
%
|
|
BBB+
|
|
Allergan Funding SCS, 3.80%, Due 3/15/2025
|
|
15,764
|
|
|
0.8
|
%
|
|
BBB
|
|
Daimler Finance North America LLC, 3.30%, Due 5/19/2025
|
|
13,422
|
|
|
0.7
|
%
|
|
A-
|
|
Goldman Sachs Group Inc., 3.625%, Due 1/22/2023
|
|
13,061
|
|
|
0.7
|
%
|
|
BBB+
|
|
Total
|
|
$
|
164,997
|
|
|
8.8
|
%
|
|
|
(1)
|
Ratings as assigned by S&P, or equivalent
|
December 31,
|
|
2019
|
|
2018
|
||||||||||
($ in thousands)
|
|
Fair Value
|
|
% of Total
|
|
Fair Value
|
|
% of Total
|
||||||
Non-U.S. dollar denominated corporate bonds
|
|
$
|
310,323
|
|
|
96.3
|
%
|
|
$
|
338,712
|
|
|
97.1
|
%
|
Non-U.S. government and supranational bonds
|
|
11,999
|
|
|
3.7
|
%
|
|
10,072
|
|
|
2.9
|
%
|
||
Total non-U.S. dollar denominated AFS securities
|
|
$
|
322,322
|
|
|
100.0
|
%
|
|
$
|
348,784
|
|
|
100.0
|
%
|
December 31,
|
|
2019
|
|
2018
|
||||||||||
($ in thousands)
|
|
Fair Value
|
|
% of Total
|
|
Fair Value
|
|
% of Total
|
||||||
Euro
|
|
$
|
272,493
|
|
|
84.5
|
%
|
|
$
|
284,440
|
|
|
81.6
|
%
|
British Pound
|
|
42,342
|
|
|
13.1
|
%
|
|
37,469
|
|
|
10.7
|
%
|
||
Canadian Dollar
|
|
5,364
|
|
|
1.7
|
%
|
|
5,658
|
|
|
1.6
|
%
|
||
All other
|
|
2,123
|
|
|
0.7
|
%
|
|
21,217
|
|
|
6.1
|
%
|
||
Total non-U.S. dollar denominated AFS securities
|
|
$
|
322,322
|
|
|
100.0
|
%
|
|
$
|
348,784
|
|
|
100.0
|
%
|
Ratings(1) at December 31,
|
|
2019
|
|
2018
|
||||||||||
($ in thousands)
|
|
Fair Value
|
|
% of Total
|
|
Fair Value
|
|
% of Total
|
||||||
AAA
|
|
$
|
481
|
|
|
0.2
|
%
|
|
$
|
2,258
|
|
|
0.7
|
%
|
AA+, AA, AA-
|
|
21,231
|
|
|
6.8
|
%
|
|
28,725
|
|
|
8.5
|
%
|
||
A+, A, A-
|
|
137,584
|
|
|
44.3
|
%
|
|
148,204
|
|
|
43.7
|
%
|
||
BBB+, BBB, BBB-
|
|
145,546
|
|
|
46.9
|
%
|
|
148,672
|
|
|
43.9
|
%
|
||
BB+ or lower
|
|
5,481
|
|
|
1.8
|
%
|
|
10,853
|
|
|
3.2
|
%
|
||
Total non-U.S. dollar denominated corporate bonds
|
|
$
|
310,323
|
|
|
100.0
|
%
|
|
$
|
338,712
|
|
|
100.0
|
%
|
(1)
|
Ratings as assigned by S&P, or equivalent
|
December 31,
|
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
|
|
($ in thousands)
|
|
%
|
|||||||||||
Reinsurance recoverable on unpaid losses
|
|
$
|
623,422
|
|
|
$
|
71,901
|
|
|
$
|
551,521
|
|
|
767.1
|
%
|
Deferred commission and other acquisition expenses
|
|
77,356
|
|
|
388,442
|
|
|
(311,086
|
)
|
|
(80.1
|
)%
|
|||
Funds withheld receivable
|
|
684,441
|
|
|
27,039
|
|
|
657,402
|
|
|
2,431.3
|
%
|
|||
Reserve for loss and LAE
|
|
2,439,907
|
|
|
3,126,134
|
|
|
(686,227
|
)
|
|
(22.0
|
)%
|
|||
Unearned premiums
|
|
220,269
|
|
|
1,200,419
|
|
|
(980,150
|
)
|
|
(81.7
|
)%
|
|||
Deferred gain on retroactive reinsurance
|
|
112,950
|
|
|
—
|
|
|
112,950
|
|
|
NM
|
|
|||
Accrued expenses and other liabilities
|
|
32,444
|
|
|
66,183
|
|
|
(33,739
|
)
|
|
(51.0
|
)%
|
December 31,
|
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
|
|
($ in thousands)
|
|
%
|
|||||||||||
Preference shares
|
|
$
|
465,000
|
|
|
$
|
465,000
|
|
|
$
|
—
|
|
|
—
|
%
|
Common shareholders' equity
|
|
42,718
|
|
|
89,275
|
|
|
(46,557
|
)
|
|
(52.2
|
)%
|
|||
Total Maiden shareholders' equity
|
|
507,718
|
|
|
554,275
|
|
|
(46,557
|
)
|
|
(8.4
|
)%
|
|||
Senior Notes - principal amount
|
|
262,500
|
|
|
262,500
|
|
|
—
|
|
|
—
|
%
|
|||
Total capital resources
|
|
$
|
770,218
|
|
|
$
|
816,775
|
|
|
$
|
(46,557
|
)
|
|
(5.7
|
)%
|
•
|
net loss attributable to Maiden of $131.9 million for the year ended December 31, 2019 partly offset by;
|
•
|
net increase in AOCI of $83.5 million which arose due to: 1) an increase in net unrealized gains on investment of $81.8 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 2019; and 2) an increase in cumulative translation adjustments of $1.7 million due to the effect of the recent depreciation of the euro relative to the original currencies on our non-U.S. dollar net liabilities (excluding non-U.S. dollar AFS fixed maturities); and
|
•
|
net increase in share based transactions of $1.9 million.
|
December 31,
|
|
2019
|
|
2018
|
||||
|
|
($ in thousands except share and per share data)
|
||||||
Ending Maiden common shareholders’ equity
|
|
$
|
42,718
|
|
|
$
|
89,275
|
|
Proceeds from assumed conversion of dilutive options
|
|
—
|
|
|
362
|
|
||
Numerator for diluted book value per common share calculation
|
|
$
|
42,718
|
|
|
$
|
89,637
|
|
|
|
|
|
|
||||
Common shares outstanding
|
|
83,148,458
|
|
|
82,948,577
|
|
||
Shares issued from assumed conversion of dilutive options and restricted share units
|
|
1,818,797
|
|
|
398,390
|
|
||
Denominator for diluted book value per common share calculation
|
|
84,967,255
|
|
|
83,346,967
|
|
||
|
|
|
|
|
||||
Book value per common share
|
|
$
|
0.51
|
|
|
$
|
1.08
|
|
Diluted book value per common share
|
|
$
|
0.50
|
|
|
$
|
1.08
|
|
December 31,
|
|
2019
|
|
2018
|
||||
|
|
($ in thousands)
|
||||||
Senior notes - principal amount
|
|
$
|
262,500
|
|
|
$
|
262,500
|
|
Maiden shareholders’ equity
|
|
507,718
|
|
|
554,275
|
|
||
Total capital resources
|
|
$
|
770,218
|
|
|
$
|
816,775
|
|
Ratio of debt to total capital resources
|
|
34.1
|
%
|
|
32.1
|
%
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
|
|
($ in thousands except per share data)
|
||||||
Net loss - Maiden common shareholders
|
|
$
|
(131,903
|
)
|
|
$
|
(570,260
|
)
|
Add (subtract):
|
|
|
|
|
||||
Net realized (gains) losses on investment
|
|
(27,860
|
)
|
|
1,529
|
|
||
Total other-than-temporary impairment losses
|
|
165
|
|
|
5,832
|
|
||
Foreign exchange and other gains
|
|
(2,719
|
)
|
|
(4,461
|
)
|
||
Loss from NGHC Quota Share run-off
|
|
312
|
|
|
1,685
|
|
||
Unamortized deferred gain on retroactive reinsurance
|
|
112,950
|
|
|
—
|
|
||
Loss from discontinued operations, net of income tax
|
|
22,541
|
|
|
94,113
|
|
||
Separation costs incurred due to retirement of former executives
|
|
—
|
|
|
5,500
|
|
||
Non-GAAP operating loss - Maiden common shareholders
|
|
$
|
(26,514
|
)
|
|
$
|
(466,062
|
)
|
|
|
|
|
|
||||
Diluted loss per share - Maiden common shareholders
|
|
$
|
(1.59
|
)
|
|
$
|
(6.87
|
)
|
Add (subtract):
|
|
|
|
|
||||
Net realized (gains) losses on investment
|
|
(0.34
|
)
|
|
0.02
|
|
||
Total other-than-temporary impairment losses
|
|
—
|
|
|
0.07
|
|
||
Foreign exchange and other gains
|
|
(0.03
|
)
|
|
(0.05
|
)
|
||
Loss from NGHC Quota Share run-off
|
|
0.01
|
|
|
0.02
|
|
||
Unamortized deferred gain on retroactive reinsurance
|
|
1.36
|
|
|
—
|
|
||
Loss from discontinued operations, net of income tax
|
|
0.27
|
|
|
1.13
|
|
||
Separation costs incurred due to retirement of former executives
|
|
—
|
|
|
0.07
|
|
||
Non-GAAP diluted operating loss per common share
|
|
$
|
(0.32
|
)
|
|
$
|
(5.61
|
)
|
For the Year Ended December 31, and at December 31,
|
|
2019
|
|
2018
|
||||
|
|
($ in thousands)
|
||||||
Non-GAAP operating loss - Maiden common shareholders
|
|
$
|
(26,514
|
)
|
|
$
|
(466,062
|
)
|
Opening Maiden common shareholders’ equity
|
|
89,275
|
|
|
767,174
|
|
||
Ending Maiden common shareholders’ equity
|
|
42,718
|
|
|
89,275
|
|
||
Average Maiden common shareholders’ equity
|
|
65,997
|
|
|
428,225
|
|
||
Non-GAAP Operating ROACE
|
|
(40.2
|
)%
|
|
(108.8
|
)%
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
|
|
($ in thousands)
|
||||||
Gross premiums written
|
|
$
|
(528,593
|
)
|
|
$
|
2,017,798
|
|
Net premiums written
|
|
$
|
(531,850
|
)
|
|
$
|
2,014,597
|
|
Net premiums earned
|
|
$
|
447,762
|
|
|
$
|
2,026,202
|
|
Other insurance revenue
|
|
2,841
|
|
|
9,681
|
|
||
Non-GAAP net loss and LAE(1)
|
|
(339,879
|
)
|
|
(1,880,121
|
)
|
||
Commission and other acquisition expenses
|
|
(169,760
|
)
|
|
(654,740
|
)
|
||
General and administrative expenses
|
|
(11,767
|
)
|
|
(21,241
|
)
|
||
Non-GAAP underwriting loss
|
|
$
|
(70,803
|
)
|
|
$
|
(520,219
|
)
|
|
|
|
|
|
||||
Ratios:
|
|
|
|
|
||||
Non-GAAP net loss and LAE ratio(1)
|
|
75.4
|
%
|
|
92.3
|
%
|
||
Commission and other acquisition expense ratio
|
|
37.6
|
%
|
|
32.2
|
%
|
||
General and administrative expense ratio
|
|
10.5
|
%
|
|
3.2
|
%
|
||
Expense ratio
|
|
48.1
|
%
|
|
35.4
|
%
|
||
Non-GAAP combined ratio(1)
|
|
123.5
|
%
|
|
127.7
|
%
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||
Combined ratio
|
|
148.6
|
%
|
|
127.7
|
%
|
Less: Unamortized deferred gain on retroactive reinsurance
|
|
25.1
|
%
|
|
—
|
%
|
Non-GAAP combined ratio
|
|
123.5
|
%
|
|
127.7
|
%
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
|
|
($ in thousands)
|
||||||
Net loss and loss adjustment expenses
|
|
$
|
452,829
|
|
|
$
|
1,880,121
|
|
Less: Unamortized deferred gain on retroactive reinsurance
|
|
112,950
|
|
|
—
|
|
||
Non-GAAP net loss and loss adjustment expenses
|
|
$
|
339,879
|
|
|
$
|
1,880,121
|
|
December 31,
|
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
|
|
($ in thousands)
|
|
%
|
|||||||||||
Preference shares
|
|
$
|
465,000
|
|
|
$
|
465,000
|
|
|
$
|
—
|
|
|
—
|
%
|
Common shareholders' equity
|
|
42,718
|
|
|
89,275
|
|
|
(46,557
|
)
|
|
(52.2
|
)%
|
|||
Total Maiden shareholders' equity
|
|
507,718
|
|
|
554,275
|
|
|
(46,557
|
)
|
|
(8.4
|
)%
|
|||
Unamortized deferred gain on retroactive reinsurance
|
|
112,950
|
|
|
—
|
|
|
112,950
|
|
|
NM
|
|
|||
Adjusted Maiden shareholders' equity
|
|
620,668
|
|
|
554,275
|
|
|
66,393
|
|
|
12.0
|
%
|
|||
Senior Notes - principal amount
|
|
262,500
|
|
|
262,500
|
|
|
—
|
|
|
—
|
%
|
|||
Adjusted total capital resources
|
|
$
|
883,168
|
|
|
$
|
816,775
|
|
|
$
|
66,393
|
|
|
8.1
|
%
|
December 31,
|
|
2019
|
|
2018
|
||||
Book value per common share
|
|
$
|
0.51
|
|
|
$
|
1.08
|
|
Unamortized deferred gain on retroactive reinsurance
|
|
1.36
|
|
|
—
|
|
||
Adjusted book value per common share
|
|
$
|
1.87
|
|
|
$
|
1.08
|
|
December 31,
|
|
2019
|
|
2018
|
||||
|
|
($ in thousands)
|
||||||
Senior notes - principal amount
|
|
$
|
262,500
|
|
|
$
|
262,500
|
|
Adjusted Maiden shareholders’ equity
|
|
620,668
|
|
|
554,275
|
|
||
Adjusted total capital resources
|
|
$
|
883,168
|
|
|
$
|
816,775
|
|
Ratio of debt to adjusted total capital resources
|
|
29.7
|
%
|
|
32.1
|
%
|
|
MAIDEN HOLDINGS, LTD.
|
|
|
By:
|
|
|
|
/s/ Lawrence F. Metz
|
|
|
Name: Lawrence F. Metz
Title: President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ Lawrence F. Metz
|
|
President and Chief Executive Officer
|
|
March 18, 2020
|
Lawrence F. Metz
|
|
(Principal Executive Officer)
|
|
|
/s/ Patrick J. Haveron
|
|
Chief Financial Officer
|
|
March 18, 2020
|
Patrick J. Haveron
|
|
(Principal Financial Officer)
|
|
|
/s/ Michael J. Tait
|
|
Chief Accounting Officer
|
|
March 18, 2020
|
Michael J. Tait
|
|
(Principal Accounting Officer)
|
|
|
/s/ Barry D. Zyskind
|
|
Chairman
|
|
March 18, 2020
|
Barry D. Zyskind
|
|
|
|
|
/s/ Raymond M. Neff
|
|
Director
|
|
March 18, 2020
|
Raymond M. Neff
|
|
|
|
|
/s/ Simcha G. Lyons
|
|
Director
|
|
March 18, 2020
|
Simcha G. Lyons
|
|
|
|
|
/s/ Yehuda L. Neuberger
|
|
Director
|
|
March 18, 2020
|
Yehuda L. Neuberger
|
|
|
|
|
/s/ Steven H. Nigro
|
|
Director
|
|
March 18, 2020
|
Steven H. Nigro
|
|
|
|
|
/s/ Holly L. Blanchard
|
|
Director
|
|
March 18, 2020
|
Holly L. Blanchard
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/s/ Keith A. Thomas
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Director
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March 18, 2020
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Keith A. Thomas
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Exhibit
No.
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Description
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Reference
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3.1
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(1)
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3.2
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(2)
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4.1
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(3)
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4.2
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(3)
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4.3
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(4)
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4.4
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(5)
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4.5
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(5)
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4.6
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(6)
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4.7
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(6)
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4.8
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(7)
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4.9
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(7)
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4.10
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(8)
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4.11
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(8)
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4.12
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(9)
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4.13
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(9)
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4.14
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(10)
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4.15
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(10)
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4.16
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†
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10.1*
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(11)
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10.2*
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†
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10.3*
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†
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10.4*
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(12)
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10.5
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(3)
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10.6
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(3)
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10.7
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(13)
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10.8
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(14)
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10.9
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(15)
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10.10
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(15)
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10.11
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(13)
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10.12
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(3)
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10.13
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(16)
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10.14
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(16)
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10.15
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(16)
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10.16
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(16)
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10.17
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(17)
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10.18
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(3)
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10.19
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(22)
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10.20
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(18)
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10.21
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(19)
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10.22
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(20)
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10.23
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(21)
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10.24
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(22)
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10.25
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(22)
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10.26
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(23)
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10.27
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(24)
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10.28
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(25)
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10.29
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(16)
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10.30
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(18)
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10.31
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(17)
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10.32
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(27)
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10.33
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(15)
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10.34
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(28)
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10.35
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(29)
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10.36
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(13)
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10.37
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(13)
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10.38
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(30)
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10.39
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(31)
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10.40
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(31)
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10.41
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(31)
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10.42
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(31)
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10.43
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†
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10.44
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†
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21.1
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†
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23.1
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†
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31.1
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†
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31.2
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†
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32.1
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†
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32.2
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†
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101.1
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The following financial information from Maiden Holdings, Ltd.'s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in XBRL (eXtensive Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 2019 and 2018; (ii) the Consolidated Statements of Income for the years ended December 31, 2019 and 2018; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2019 and 2018; (iv) the Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2019 and 2018; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018; and (vi) Notes to Consolidated Financial Statements.
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†
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(1)
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Incorporated by reference to the filing of such exhibit with the registrant's Registration Statement on Form S-8 filed with the SEC on May 18, 2010 (File No. 333-166934).
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(2)
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Incorporated by reference to the filing of such exhibit with the registrant's Registration Statement on S-8 initially filed with the SEC on January 17, 2020 (File No. 333-235948).
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(3)
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Incorporated by reference to the filing of such exhibit with the registrant's Registration Statement on S-1 initially filed with the SEC on September 17, 2007, subsequently amended and declared effective May 6, 2008 (File No. 333-146137).
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(4)
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Incorporated by reference to the filing of such exhibit with the registrant's Registration Statement on S-3 filed with the SEC on February 7, 2011 (File Nos. 333-172107 and 333-172107-01).
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(5)
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Incorporated by reference to the filing of such exhibit with the registrant's Current Report on Form 8-K filed with the SEC on March 27, 2012 (File No. 001-34042).
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(6)
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Incorporated by reference to the filing of such exhibit with the registrant's Current Report on Form 8-K filed with the SEC on August 22, 2012 (File No. 001-34042).
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(7)
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Incorporated by reference to the filing of such exhibit with the registrant's Current Report on Form 8-K filed with the SEC on November 25, 2013 (File No. 001-34042).
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(8)
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Incorporated by reference to the filing of such exhibit with the registrant’s Current Report on Form 8-K filed with the SEC on November 25, 2015 (File No. 001-34042).
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(9)
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Incorporated by reference to the filing of such exhibit with the registrant’s Current Report on Form 8-K filed with the SEC on June 14, 2016 (File No. 001-34042).
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(10)
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Incorporated by reference to the filing of such exhibit with the registrant’s Current Report on Form 8-K filed with the SEC on June 15, 2017 (File No. 001-34042).
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(11)
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Incorporated by reference to the filing of such exhibit with the registrant's Proxy Statement on Schedule 14A filed with the SEC on November 8, 2019.
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(12)
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Incorporated by reference to the filing of such exhibit with the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the SEC on March 13, 2012 (File No. 001-34042).
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(13)
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Incorporated by reference to the filing of such exhibit with the registrant’s Current Report on Form 8-K filed with the SEC on January 30, 2019 (File No. 001-34042).
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(14)
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Incorporated by reference to the filing of such exhibit with the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the SEC on March 31, 2009 (File No. 001-34042).
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(15)
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Incorporated by reference to the filing of such exhibit with Amendment No. 2 to the registrant's Registration Statement on S-1 filed with the SEC on March 28, 2008 (No. 333-146137).
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(16)
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Incorporated by reference to the filing of such exhibit with the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the SEC on March 14, 2011 (File No. 001-34042).
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(17)
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Incorporated by reference to the filing of such exhibit with the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the SEC on March 4, 2014 (File No. 001-34042).
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(18)
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Incorporated by reference to the filing of such exhibit with the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on March 11, 2013 (File No. 001-34042).
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(19)
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Incorporated by reference to the filing of such exhibit with the registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2016 filed with the SEC on August 9, 2016 (No. 001-34042).
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(20)
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Incorporated by reference to the filing of such exhibit with the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC on March 15, 2019 (File No. 001-34042).
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(21)
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Incorporated by reference to the filing of such exhibit with the registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2018 filed with the SEC on November 9, 2018 (No. 001-34042).
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(22)
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Incorporated by reference to the filing of such exhibit with the registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2011 filed with the SEC on August 8, 2011 (No. 001-34042).
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(23)
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Incorporated by reference to the filing of such exhibit with the registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2012 filed with the SEC on August 9, 2012 (File No. 001-34042).
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(24)
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Incorporated by reference to the filing of such exhibit with the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 1, 2018 (File No. 001-34042).
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(25)
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Incorporated by reference to the filing of such exhibit with the registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2016 filed with the SEC on November 8, 2016 (No. 001-34042).
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(26)
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Incorporated by reference to the filing of such exhibit with Amendment No. 3 to the registrant's Registration Statement on S-1 filed with the SEC on April 24, 2008 (No. 333-146137).
|
(27)
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Incorporated by reference to the filing of such exhibit with the registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2019 filed with the SEC on November 12, 2019 (No. 001-34042).
|
(28)
|
Incorporated by reference to the filing of such exhibit with the registrant’s Current Report on Form 8-K filed with the SEC on September 4, 2018 (File No. 001-34042).
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(29)
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Incorporated by reference to the filing of such exhibit with the registrant’s Current Report on Form 8-K filed with the SEC on January 3, 2019 (File No. 001-34042).
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(30)
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Incorporated by reference to the filing of such exhibit with the registrant’s Current Report on Form 8-K filed with the SEC on March 4, 2019 (File No. 001-34042).
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(31)
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Incorporated by reference to the filing of such exhibit with the registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2019 filed with the SEC on August 9, 2019 (No. 001-34042).
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Index to Consolidated Financial Statements and Related Notes
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Page
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Note 1 — Organization
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Note 3 — Segment Information
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Note 4 — Investments
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Note 8 — Reinsurance
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Note 9 — Reserve for Loss and Loss Adjustment Expenses
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Note 10 — Related Party Transactions
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2019
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2018
|
||||
ASSETS
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|
||||
Investments:
|
|
|
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|
||||
Fixed maturities, available-for-sale, at fair value (amortized cost 2019 - $1,813,426; 2018 - $3,109,980)
|
|
$
|
1,835,518
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|
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$
|
3,051,568
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Fixed maturities, held-to-maturity, at amortized cost (fair value 2018 - $998,012)
|
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—
|
|
|
1,015,681
|
|
||
Other investments
|
|
31,748
|
|
|
23,716
|
|
||
Total investments
|
|
1,867,266
|
|
|
4,090,965
|
|
||
Cash and cash equivalents
|
|
48,197
|
|
|
200,841
|
|
||
Restricted cash and cash equivalents
|
|
59,081
|
|
|
130,148
|
|
||
Accrued investment income
|
|
18,331
|
|
|
27,824
|
|
||
Reinsurance balances receivable, net (includes $38,278 from related parties in 2018)
|
|
12,181
|
|
|
67,997
|
|
||
Reinsurance recoverable on unpaid losses
|
|
623,422
|
|
|
71,901
|
|
||
Loan to related party
|
|
167,975
|
|
|
167,975
|
|
||
Deferred commission and other acquisition expenses (includes $68,433 and $370,037 from related parties in 2019 and 2018, respectively)
|
|
77,356
|
|
|
388,442
|
|
||
Funds withheld receivable (includes $632,305 from related parties in 2019)
|
|
684,441
|
|
|
27,039
|
|
||
Other assets
|
|
9,946
|
|
|
10,700
|
|
||
Assets held for sale
|
|
—
|
|
|
103,628
|
|
||
Total assets
|
|
$
|
3,568,196
|
|
|
$
|
5,287,460
|
|
LIABILITIES
|
|
|
|
|
||||
Reserve for loss and loss adjustment expenses (includes $2,272,418 and $2,950,388 from related parties in 2019 and 2018, respectively)
|
|
$
|
2,439,907
|
|
|
$
|
3,126,134
|
|
Unearned premiums (includes $189,797 and $1,135,913 from related parties in 2019 and 2018, respectively)
|
|
220,269
|
|
|
1,200,419
|
|
||
Deferred gain on retroactive reinsurance
|
|
112,950
|
|
|
—
|
|
||
Accrued expenses and other liabilities (includes $20,049 and $50,975 from related parties in 2019 and 2018, respectively)
|
|
32,444
|
|
|
66,183
|
|
||
Senior notes - principal amount
|
|
262,500
|
|
|
262,500
|
|
||
Less unamortized issuance costs
|
|
7,592
|
|
|
7,806
|
|
||
Senior notes, net
|
|
254,908
|
|
|
254,694
|
|
||
Liabilities held for sale
|
|
—
|
|
|
85,114
|
|
||
Total liabilities
|
|
3,060,478
|
|
|
4,732,544
|
|
||
Commitments and Contingencies
|
|
|
|
|
|
|
||
EQUITY
|
|
|
|
|
||||
Preference shares
|
|
465,000
|
|
|
465,000
|
|
||
Common shares ($0.01 par value; 88,161,638 and 87,938,537 shares issued in 2019 and 2018, respectively; 83,148,458 and 82,948,577 shares outstanding in 2019 and 2018, respectively)
|
|
882
|
|
|
879
|
|
||
Additional paid-in capital
|
|
751,327
|
|
|
749,418
|
|
||
Accumulated other comprehensive income (loss)
|
|
17,836
|
|
|
(65,616
|
)
|
||
Accumulated deficit
|
|
(695,794
|
)
|
|
(563,891
|
)
|
||
Treasury shares, at cost (5,013,180 and 4,989,960 shares in 2019 and 2018, respectively)
|
|
(31,533
|
)
|
|
(31,515
|
)
|
||
Total Maiden shareholders’ equity
|
|
507,718
|
|
|
554,275
|
|
||
Noncontrolling interests in subsidiaries
|
|
—
|
|
|
641
|
|
||
Total equity
|
|
507,718
|
|
|
554,916
|
|
||
Total liabilities and equity
|
|
$
|
3,568,196
|
|
|
$
|
5,287,460
|
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
Revenues
|
|
|
|
|
||||
Gross premiums written
|
|
$
|
(528,593
|
)
|
|
$
|
2,017,798
|
|
Net premiums written
|
|
$
|
(531,850
|
)
|
|
$
|
2,014,597
|
|
Change in unearned premiums
|
|
979,612
|
|
|
11,605
|
|
||
Net premiums earned
|
|
447,762
|
|
|
2,026,202
|
|
||
Other insurance revenue
|
|
2,841
|
|
|
9,681
|
|
||
Net investment income
|
|
97,837
|
|
|
136,285
|
|
||
Net realized gains (losses) on investment
|
|
27,860
|
|
|
(1,529
|
)
|
||
Total other-than-temporary impairment losses
|
|
(165
|
)
|
|
(5,832
|
)
|
||
Total revenues
|
|
576,135
|
|
|
2,164,807
|
|
||
Expenses
|
|
|
|
|
||||
Net loss and loss adjustment expenses
|
|
452,829
|
|
|
1,880,121
|
|
||
Commission and other acquisition expenses
|
|
169,760
|
|
|
654,740
|
|
||
General and administrative expenses
|
|
47,218
|
|
|
64,940
|
|
||
Interest and amortization expenses
|
|
19,320
|
|
|
19,318
|
|
||
Foreign exchange and other gains, net
|
|
(2,719
|
)
|
|
(4,461
|
)
|
||
Total expenses
|
|
686,408
|
|
|
2,614,658
|
|
||
Loss from continuing operations before income taxes
|
|
(110,273
|
)
|
|
(449,851
|
)
|
||
Less: income tax (benefit) expense
|
|
(911
|
)
|
|
441
|
|
||
Net loss from continuing operations
|
|
(109,362
|
)
|
|
(450,292
|
)
|
||
Loss from discontinued operations, net of income tax
|
|
(22,541
|
)
|
|
(94,113
|
)
|
||
Net loss
|
|
(131,903
|
)
|
|
(544,405
|
)
|
||
Add: net income attributable to noncontrolling interests
|
|
—
|
|
|
(219
|
)
|
||
Net loss attributable to Maiden
|
|
(131,903
|
)
|
|
(544,624
|
)
|
||
Dividends on preference shares
|
|
—
|
|
|
(25,636
|
)
|
||
Net loss attributable to Maiden common shareholders
|
|
$
|
(131,903
|
)
|
|
$
|
(570,260
|
)
|
Basic and diluted loss from continuing operations per share attributable to Maiden common shareholders
|
|
$
|
(1.32
|
)
|
|
$
|
(5.74
|
)
|
Basic and diluted loss from discontinued operations per share attributable to Maiden common shareholders
|
|
(0.27
|
)
|
|
(1.13
|
)
|
||
Basic and diluted loss per share attributable to Maiden common shareholders
|
|
$
|
(1.59
|
)
|
|
$
|
(6.87
|
)
|
Weighted average number of common shares - basic and diluted
|
|
83,061,259
|
|
|
83,050,362
|
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
Net loss
|
|
$
|
(131,903
|
)
|
|
$
|
(544,405
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
||||
Net unrealized holdings gains (losses) on available-for-sale fixed maturities arising during the year
|
|
97,135
|
|
|
(108,771
|
)
|
||
Adjustment for reclassification of net realized (gains) losses recognized in net loss
|
|
(15,440
|
)
|
|
27,075
|
|
||
Foreign currency translation adjustment
|
|
1,772
|
|
|
2,651
|
|
||
Other comprehensive income (loss), before tax
|
|
83,467
|
|
|
(79,045
|
)
|
||
Income tax benefit related to components of other comprehensive income
|
|
63
|
|
|
45
|
|
||
Other comprehensive income (loss), after tax
|
|
83,530
|
|
|
(79,000
|
)
|
||
Comprehensive loss
|
|
(48,373
|
)
|
|
(623,405
|
)
|
||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
(219
|
)
|
||
Other comprehensive (income) loss attributable to noncontrolling interests
|
|
(78
|
)
|
|
30
|
|
||
Comprehensive income attributable to noncontrolling interests
|
|
(78
|
)
|
|
(189
|
)
|
||
Comprehensive loss attributable to Maiden
|
|
$
|
(48,451
|
)
|
|
$
|
(623,594
|
)
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
Preference shares – Series A, C and D
|
|
|
|
|
||||
Beginning balance
|
|
$
|
465,000
|
|
|
$
|
465,000
|
|
Ending balance
|
|
465,000
|
|
|
465,000
|
|
||
Common shares
|
|
|
|
|
||||
Beginning balance
|
|
879
|
|
|
877
|
|
||
Exercise of options and issuance of common shares
|
|
3
|
|
|
2
|
|
||
Ending balance
|
|
882
|
|
|
879
|
|
||
Additional paid-in capital
|
|
|
|
|
||||
Beginning balance
|
|
749,418
|
|
|
748,113
|
|
||
Exercise of options and issuance of common shares
|
|
(2
|
)
|
|
29
|
|
||
Share-based compensation expense
|
|
1,911
|
|
|
1,276
|
|
||
Ending balance
|
|
751,327
|
|
|
749,418
|
|
||
Accumulated other comprehensive income (loss)
|
|
|
|
|
||||
Beginning balance
|
|
(65,616
|
)
|
|
13,354
|
|
||
Change in net unrealized gains (losses) on investment
|
|
81,758
|
|
|
(81,651
|
)
|
||
Foreign currency translation adjustment
|
|
1,694
|
|
|
2,681
|
|
||
Ending balance
|
|
17,836
|
|
|
(65,616
|
)
|
||
Accumulated deficit
|
|
|
|
|
||||
Beginning balance
|
|
(563,891
|
)
|
|
35,472
|
|
||
Net loss attributable to Maiden
|
|
(131,903
|
)
|
|
(544,624
|
)
|
||
Dividends on preference shares
|
|
—
|
|
|
(25,636
|
)
|
||
Dividends on common shares
|
|
—
|
|
|
(29,103
|
)
|
||
Ending balance
|
|
(695,794
|
)
|
|
(563,891
|
)
|
||
Treasury shares
|
|
|
|
|
||||
Beginning balance
|
|
(31,515
|
)
|
|
(30,642
|
)
|
||
Shares repurchased
|
|
(18
|
)
|
|
(873
|
)
|
||
Ending balance
|
|
(31,533
|
)
|
|
(31,515
|
)
|
||
Noncontrolling interests in subsidiaries
|
|
|
|
|
||||
Beginning balance
|
|
641
|
|
|
452
|
|
||
Acquisition of minority interest in subsidiaries
|
|
(719
|
)
|
|
—
|
|
||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
219
|
|
||
Foreign currency translation adjustment
|
|
78
|
|
|
(30
|
)
|
||
Ending balance
|
|
—
|
|
|
641
|
|
||
Total equity
|
|
$
|
507,718
|
|
|
$
|
554,916
|
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(131,903
|
)
|
|
$
|
(544,405
|
)
|
Less: Net loss from discontinued operations
|
|
22,541
|
|
|
94,113
|
|
||
Adjustments to reconcile net loss to net cash flows from operating activities:
|
|
|
|
|
||||
Depreciation, amortization and share-based compensation
|
|
7,820
|
|
|
6,179
|
|
||
Net realized (gains) losses on investment
|
|
(27,860
|
)
|
|
1,529
|
|
||
Total other-than-temporary impairment losses
|
|
165
|
|
|
5,832
|
|
||
Foreign exchange and other gains, net
|
|
(2,719
|
)
|
|
(4,461
|
)
|
||
Changes in assets – (increase) decrease:
|
|
|
|
|
||||
Reinsurance balances receivable, net
|
|
53,440
|
|
|
(824
|
)
|
||
Reinsurance recoverable on unpaid losses
|
|
(438,489
|
)
|
|
(47,127
|
)
|
||
Accrued investment income
|
|
9,476
|
|
|
752
|
|
||
Deferred commission and other acquisition expenses
|
|
172,871
|
|
|
(9,574
|
)
|
||
Funds withheld receivable
|
|
(85,062
|
)
|
|
(12,887
|
)
|
||
Other assets
|
|
(5,181
|
)
|
|
68,400
|
|
||
Changes in liabilities – increase (decrease):
|
|
|
|
|
||||
Reserve for loss and loss adjustment expenses
|
|
(121,102
|
)
|
|
685,654
|
|
||
Unearned premiums
|
|
(560,609
|
)
|
|
(25,106
|
)
|
||
Accrued expenses and other liabilities
|
|
(33,597
|
)
|
|
(14,190
|
)
|
||
Net cash (used in) provided by continuing operations
|
|
(1,140,209
|
)
|
|
203,885
|
|
||
Net cash used in discontinued operations
|
|
(2,392
|
)
|
|
(21,596
|
)
|
||
Net cash (used in) provided by operating activities
|
|
(1,142,601
|
)
|
|
182,289
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchases of fixed maturities
|
|
(2,015,407
|
)
|
|
(997,137
|
)
|
||
Purchases of other investments
|
|
(8,788
|
)
|
|
(18,383
|
)
|
||
Net proceeds from sale of discontinued operations
|
|
—
|
|
|
255,917
|
|
||
Proceeds from sales of fixed maturities - available-for-sale
|
|
1,032,438
|
|
|
367,346
|
|
||
Proceeds from maturities, paydowns and calls of fixed maturities
|
|
1,906,947
|
|
|
320,203
|
|
||
Proceeds from sale and redemption of other investments
|
|
858
|
|
|
2,161
|
|
||
Other, net
|
|
3,242
|
|
|
(2,063
|
)
|
||
Net cash provided by (used in) investing activities for continuing operations
|
|
919,290
|
|
|
(71,956
|
)
|
||
Net cash (used in) provided by investing activities for discontinued operations
|
|
(6,113
|
)
|
|
104,855
|
|
||
Net cash provided by investing activities
|
|
913,177
|
|
|
32,899
|
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Issuance of common shares
|
|
—
|
|
|
31
|
|
||
Repurchase of common shares
|
|
(18
|
)
|
|
(873
|
)
|
||
Dividends paid – Maiden common shares
|
|
—
|
|
|
(41,555
|
)
|
||
Dividends paid – preference shares
|
|
—
|
|
|
(25,636
|
)
|
||
Net cash used in financing activities
|
|
(18
|
)
|
|
(68,033
|
)
|
||
Effect of exchange rate changes on foreign currency cash
|
|
(382
|
)
|
|
(1,556
|
)
|
||
Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents
|
|
(229,824
|
)
|
|
145,599
|
|
||
Cash and cash equivalents and restricted cash and cash equivalents, beginning of year
|
|
337,102
|
|
|
191,503
|
|
||
Cash and cash equivalents and restricted cash and cash equivalents, end of year
|
|
107,278
|
|
|
337,102
|
|
||
Less: cash and restricted cash and equivalent of discontinued operations, end of year
|
|
—
|
|
|
(6,113
|
)
|
||
Cash and restricted cash and equivalents of continuing operations, end of year
|
|
$
|
107,278
|
|
|
$
|
330,989
|
|
Reconciliation of cash and restricted cash reported within Consolidated Balance Sheets:
|
|
|
|
|
||||
Cash and cash equivalents, end of year
|
|
$
|
48,197
|
|
|
$
|
200,841
|
|
Restricted cash and cash equivalents, end of year
|
|
59,081
|
|
|
130,148
|
|
||
Total cash and cash equivalents and restricted cash and equivalents, end of year
|
|
$
|
107,278
|
|
|
$
|
330,989
|
|
|
|
|
|
|
||||
Non-cash investing activities
|
|
|
|
|
||||
Investments transferred out related to partial Termination Amendment and Commutation
|
|
$
|
599,613
|
|
|
$
|
176,865
|
|
Investments transferred out for transactions under remaining AmTrust Quota Share business
|
|
812,068
|
|
|
—
|
|
||
Investments transferred out related to discontinued operations
|
|
68,262
|
|
|
—
|
|
||
|
|
|
|
|
||||
Supplemental information on cash flows
|
|
|
|
|
||||
Interest paid
|
|
$
|
32,702
|
|
|
$
|
19,106
|
|
Taxes paid
|
|
192
|
|
|
524
|
|
•
|
Level 1 — Valuations based on unadjusted quoted market prices for identical assets or liabilities that we have the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. 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.
|
For the Year Ended December 31, 2019
|
|
Diversified Reinsurance
|
|
AmTrust Reinsurance
|
|
Other
|
|
Total
|
||||||||
Gross premiums written
|
|
$
|
52,408
|
|
|
$
|
(581,001
|
)
|
|
$
|
—
|
|
|
$
|
(528,593
|
)
|
Net premiums written
|
|
$
|
49,151
|
|
|
$
|
(581,001
|
)
|
|
$
|
—
|
|
|
$
|
(531,850
|
)
|
Net premiums earned
|
|
$
|
83,691
|
|
|
$
|
364,071
|
|
|
$
|
—
|
|
|
$
|
447,762
|
|
Other insurance revenue
|
|
2,841
|
|
|
—
|
|
|
—
|
|
|
2,841
|
|
||||
Net loss and LAE
|
|
(49,905
|
)
|
|
(402,612
|
)
|
|
(312
|
)
|
|
(452,829
|
)
|
||||
Commission and other acquisition expenses
|
|
(29,898
|
)
|
|
(139,862
|
)
|
|
—
|
|
|
(169,760
|
)
|
||||
General and administrative expenses
|
|
(8,872
|
)
|
|
(2,895
|
)
|
|
—
|
|
|
(11,767
|
)
|
||||
Underwriting loss
|
|
$
|
(2,143
|
)
|
|
$
|
(181,298
|
)
|
|
$
|
(312
|
)
|
|
(183,753
|
)
|
|
Reconciliation to net loss from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Net investment income and realized gains on investment
|
|
|
|
|
|
|
|
125,697
|
|
|||||||
Total other-than-temporary impairment losses
|
|
|
|
|
|
|
|
(165
|
)
|
|||||||
Interest and amortization expenses
|
|
|
|
|
|
|
|
(19,320
|
)
|
|||||||
Foreign exchange and other gains, net
|
|
|
|
|
|
|
|
2,719
|
|
|||||||
Other general and administrative expenses
|
|
|
|
|
|
|
|
(35,451
|
)
|
|||||||
Income tax benefit
|
|
|
|
|
|
|
|
911
|
|
|||||||
Net loss from continuing operations
|
|
|
|
|
|
|
|
$
|
(109,362
|
)
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss and LAE ratio(1)
|
|
57.7
|
%
|
|
110.6
|
%
|
|
|
|
100.5
|
%
|
|||||
Commission and other acquisition expense ratio(2)
|
|
34.5
|
%
|
|
38.4
|
%
|
|
|
|
37.6
|
%
|
|||||
General and administrative expense ratio(3)
|
|
10.3
|
%
|
|
0.8
|
%
|
|
|
|
10.5
|
%
|
|||||
Expense ratio(4)
|
|
44.8
|
%
|
|
39.2
|
%
|
|
|
|
48.1
|
%
|
|||||
Combined ratio(5)
|
|
102.5
|
%
|
|
149.8
|
%
|
|
|
|
148.6
|
%
|
For the Year Ended December 31, 2018
|
|
Diversified Reinsurance
|
|
AmTrust Reinsurance
|
|
Other
|
|
Total
|
||||||||
Gross premiums written
|
|
$
|
131,518
|
|
|
$
|
1,886,280
|
|
|
$
|
—
|
|
|
$
|
2,017,798
|
|
Net premiums written
|
|
$
|
129,319
|
|
|
$
|
1,885,278
|
|
|
$
|
—
|
|
|
$
|
2,014,597
|
|
Net premiums earned
|
|
$
|
112,487
|
|
|
$
|
1,913,715
|
|
|
$
|
—
|
|
|
$
|
2,026,202
|
|
Other insurance revenue
|
|
9,681
|
|
|
—
|
|
|
—
|
|
|
9,681
|
|
||||
Net loss and LAE
|
|
(71,441
|
)
|
|
(1,806,995
|
)
|
|
(1,685
|
)
|
|
(1,880,121
|
)
|
||||
Commission and other acquisition expenses
|
|
(38,749
|
)
|
|
(615,991
|
)
|
|
—
|
|
|
(654,740
|
)
|
||||
General and administrative expenses
|
|
(17,396
|
)
|
|
(3,845
|
)
|
|
—
|
|
|
(21,241
|
)
|
||||
Underwriting loss
|
|
$
|
(5,418
|
)
|
|
$
|
(513,116
|
)
|
|
$
|
(1,685
|
)
|
|
(520,219
|
)
|
|
Reconciliation to net loss from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Net investment income and realized losses on investment
|
|
|
|
|
|
|
|
134,756
|
|
|||||||
Total other-than-temporary impairment losses
|
|
|
|
|
|
|
|
(5,832
|
)
|
|||||||
Interest and amortization expenses
|
|
|
|
|
|
|
|
(19,318
|
)
|
|||||||
Foreign exchange and other gains, net
|
|
|
|
|
|
|
|
4,461
|
|
|||||||
Other general and administrative expenses
|
|
|
|
|
|
|
|
(43,699
|
)
|
|||||||
Income tax expense
|
|
|
|
|
|
|
|
(441
|
)
|
|||||||
Net loss from continuing operations
|
|
|
|
|
|
|
|
$
|
(450,292
|
)
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss and LAE ratio(1)
|
|
58.5
|
%
|
|
94.4
|
%
|
|
|
|
92.3
|
%
|
|||||
Commission and other acquisition expense ratio(2)
|
|
31.7
|
%
|
|
32.2
|
%
|
|
|
|
32.2
|
%
|
|||||
General and administrative expense ratio(3)
|
|
14.2
|
%
|
|
0.2
|
%
|
|
|
|
3.2
|
%
|
|||||
Expense ratio(4)
|
|
45.9
|
%
|
|
32.4
|
%
|
|
|
|
35.4
|
%
|
|||||
Combined ratio(5)
|
|
104.4
|
%
|
|
126.8
|
%
|
|
|
|
127.7
|
%
|
(1)
|
Calculated by dividing the 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 the net loss and LAE ratio and the expense ratio.
|
December 31, 2019
|
|
Diversified Reinsurance
|
|
AmTrust Reinsurance
|
|
Total
|
||||||
Reinsurance balances receivable, net
|
|
$
|
11,729
|
|
|
$
|
—
|
|
|
$
|
11,729
|
|
Reinsurance recoverable on unpaid losses
|
|
2,773
|
|
|
557,950
|
|
|
560,723
|
|
|||
Deferred commission and other acquisition expenses
|
|
8,923
|
|
|
68,433
|
|
|
77,356
|
|
|||
Loan to related party
|
|
—
|
|
|
167,975
|
|
|
167,975
|
|
|||
Restricted cash and cash equivalents and investments
|
|
90,614
|
|
|
1,417,139
|
|
|
1,507,753
|
|
|||
Funds withheld receivable
|
|
52,136
|
|
|
632,305
|
|
|
684,441
|
|
|||
Other assets
|
|
1,670
|
|
|
—
|
|
|
1,670
|
|
|||
Total assets - reportable segments
|
|
167,845
|
|
|
2,843,802
|
|
|
3,011,647
|
|
|||
Corporate assets
|
|
—
|
|
|
—
|
|
|
556,549
|
|
|||
Total Assets
|
|
$
|
167,845
|
|
|
$
|
2,843,802
|
|
|
$
|
3,568,196
|
|
|
|
|
|
|
|
|
||||||
December 31, 2018
|
|
Diversified Reinsurance
|
|
AmTrust Reinsurance
|
|
Total
|
||||||
Reinsurance balances receivable, net
|
|
$
|
29,030
|
|
|
$
|
38,278
|
|
|
$
|
67,308
|
|
Reinsurance recoverable on unpaid losses
|
|
1,743
|
|
|
—
|
|
|
1,743
|
|
|||
Deferred commission and other acquisition expenses
|
|
18,405
|
|
|
370,037
|
|
|
388,442
|
|
|||
Loan to related party
|
|
—
|
|
|
167,975
|
|
|
167,975
|
|
|||
Restricted cash and cash equivalents and investments
|
|
114,220
|
|
|
3,918,810
|
|
|
4,033,030
|
|
|||
Funds withheld receivable
|
|
27,039
|
|
|
—
|
|
|
27,039
|
|
|||
Other assets
|
|
—
|
|
|
640
|
|
|
640
|
|
|||
Total assets - reportable segments
|
|
190,437
|
|
|
4,495,740
|
|
|
4,686,177
|
|
|||
Corporate assets
|
|
—
|
|
|
—
|
|
|
497,655
|
|
|||
Assets held for sale
|
|
—
|
|
|
—
|
|
|
103,628
|
|
|||
Total Assets
|
|
$
|
190,437
|
|
|
$
|
4,495,740
|
|
|
$
|
5,287,460
|
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
Gross premiums written – North America
|
|
$
|
(567,380
|
)
|
|
$
|
1,591,745
|
|
Gross premiums written – Other (predominantly Europe)
|
|
38,787
|
|
|
426,053
|
|
||
Gross premiums written – Total
|
|
$
|
(528,593
|
)
|
|
$
|
2,017,798
|
|
Net premiums written – North America
|
|
$
|
(567,380
|
)
|
|
$
|
1,590,466
|
|
Net premiums written – Other (predominantly Europe)
|
|
35,530
|
|
|
424,131
|
|
||
Net premiums written – Total
|
|
$
|
(531,850
|
)
|
|
$
|
2,014,597
|
|
Net premiums earned – North America
|
|
$
|
363,498
|
|
|
$
|
1,635,855
|
|
Net premiums earned – Other (predominantly Europe)
|
|
84,264
|
|
|
390,347
|
|
||
Net premiums earned – Total
|
|
$
|
447,762
|
|
|
$
|
2,026,202
|
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||||||||
Net premiums written
|
|
Total
|
|
% of Total
|
|
Total
|
|
% of Total
|
||||||
Diversified Reinsurance
|
|
|
|
|
|
|
|
|
||||||
International
|
|
$
|
49,193
|
|
|
(9.3
|
)%
|
|
$
|
129,305
|
|
|
6.4
|
%
|
Other
|
|
(42
|
)
|
|
—
|
%
|
|
14
|
|
|
—
|
%
|
||
Total Diversified Reinsurance
|
|
49,151
|
|
|
(9.3
|
)%
|
|
129,319
|
|
|
6.4
|
%
|
||
AmTrust Reinsurance
|
|
|
|
|
|
|
|
|
||||||
Small Commercial Business
|
|
(324,311
|
)
|
|
61.0
|
%
|
|
1,092,615
|
|
|
54.2
|
%
|
||
Specialty Program
|
|
(25,869
|
)
|
|
4.9
|
%
|
|
336,847
|
|
|
16.7
|
%
|
||
Specialty Risk and Extended Warranty
|
|
(230,821
|
)
|
|
43.4
|
%
|
|
455,816
|
|
|
22.7
|
%
|
||
Total AmTrust Reinsurance
|
|
(581,001
|
)
|
|
109.3
|
%
|
|
1,885,278
|
|
|
93.6
|
%
|
||
Total Net Premiums Written
|
|
$
|
(531,850
|
)
|
|
100.0
|
%
|
|
$
|
2,014,597
|
|
|
100.0
|
%
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||||||||
Net premiums earned
|
|
Total
|
|
% of Total
|
|
Total
|
|
% of Total
|
||||||
Diversified Reinsurance
|
|
|
|
|
|
|
|
|
||||||
International
|
|
$
|
83,733
|
|
|
18.7
|
%
|
|
$
|
112,473
|
|
|
5.5
|
%
|
Other
|
|
(42
|
)
|
|
—
|
%
|
|
14
|
|
|
—
|
%
|
||
Total Diversified Reinsurance
|
|
83,691
|
|
|
18.7
|
%
|
|
112,487
|
|
|
5.5
|
%
|
||
AmTrust Reinsurance
|
|
|
|
|
|
|
|
|
||||||
Small Commercial Business
|
|
91,723
|
|
|
20.5
|
%
|
|
1,167,581
|
|
|
57.6
|
%
|
||
Specialty Program
|
|
138,380
|
|
|
30.9
|
%
|
|
345,805
|
|
|
17.1
|
%
|
||
Specialty Risk and Extended Warranty
|
|
133,968
|
|
|
29.9
|
%
|
|
400,329
|
|
|
19.8
|
%
|
||
Total AmTrust Reinsurance
|
|
364,071
|
|
|
81.3
|
%
|
|
1,913,715
|
|
|
94.5
|
%
|
||
Total Net Premiums Earned
|
|
$
|
447,762
|
|
|
100.0
|
%
|
|
$
|
2,026,202
|
|
|
100.0
|
%
|
December 31, 2019
|
|
Original or
amortized cost |
|
Gross
unrealized gains |
|
Gross
unrealized losses |
|
Fair value
|
||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury bonds
|
|
$
|
94,921
|
|
|
$
|
704
|
|
|
$
|
—
|
|
|
$
|
95,625
|
|
U.S. agency bonds – mortgage-backed
|
|
533,296
|
|
|
6,717
|
|
|
(1,291
|
)
|
|
538,722
|
|
||||
Non-U.S. government and supranational bonds
|
|
11,796
|
|
|
294
|
|
|
(91
|
)
|
|
11,999
|
|
||||
Asset-backed securities
|
|
187,881
|
|
|
821
|
|
|
(532
|
)
|
|
188,170
|
|
||||
Corporate bonds
|
|
981,441
|
|
|
31,140
|
|
|
(15,725
|
)
|
|
996,856
|
|
||||
Municipal bonds
|
|
4,091
|
|
|
55
|
|
|
—
|
|
|
4,146
|
|
||||
Total fixed maturity investments
|
|
$
|
1,813,426
|
|
|
$
|
39,731
|
|
|
$
|
(17,639
|
)
|
|
$
|
1,835,518
|
|
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
|
|
|
|
Fixed maturities
|
||||||
December 31, 2019
|
|
Amortized cost
|
|
Fair value
|
||||
Maturity
|
|
|
|
|
||||
Due in one year or less
|
|
$
|
167,277
|
|
|
$
|
165,908
|
|
Due after one year through five years
|
|
608,912
|
|
|
612,986
|
|
||
Due after five years through ten years
|
|
316,060
|
|
|
329,732
|
|
||
|
|
1,092,249
|
|
|
1,108,626
|
|
||
U.S. agency bonds – mortgage-backed
|
|
533,296
|
|
|
538,722
|
|
||
Asset-backed securities
|
|
187,881
|
|
|
188,170
|
|
||
Total fixed maturities
|
|
$
|
1,813,426
|
|
|
$
|
1,835,518
|
|
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
December 31, 2019
|
|
Fair
value |
|
Unrealized
losses |
|
Fair
value |
|
Unrealized
losses |
|
Fair
value |
|
Unrealized
losses |
||||||||||||
Fixed maturities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. agency bonds – mortgage-backed
|
|
$
|
31,401
|
|
|
$
|
(257
|
)
|
|
$
|
85,008
|
|
|
$
|
(1,034
|
)
|
|
$
|
116,409
|
|
|
$
|
(1,291
|
)
|
Non-U.S. government and supranational bonds
|
|
1,824
|
|
|
(22
|
)
|
|
701
|
|
|
(69
|
)
|
|
2,525
|
|
|
(91
|
)
|
||||||
Asset-backed securities
|
|
60,863
|
|
|
(240
|
)
|
|
17,594
|
|
|
(292
|
)
|
|
78,457
|
|
|
(532
|
)
|
||||||
Corporate bonds
|
|
29,692
|
|
|
(305
|
)
|
|
159,216
|
|
|
(15,420
|
)
|
|
188,908
|
|
|
(15,725
|
)
|
||||||
Total temporarily impaired fixed maturities
|
|
$
|
123,780
|
|
|
$
|
(824
|
)
|
|
$
|
262,519
|
|
|
$
|
(16,815
|
)
|
|
$
|
386,299
|
|
|
$
|
(17,639
|
)
|
|
|
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
|
)
|
December 31, 2019
|
|
Amortized cost
|
|
Fair value
|
|
% of Total
fair value |
|||||
U.S. treasury bonds
|
|
$
|
94,921
|
|
|
$
|
95,625
|
|
|
5.2
|
%
|
U.S. agency bonds
|
|
533,296
|
|
|
538,722
|
|
|
29.4
|
%
|
||
AAA
|
|
99,212
|
|
|
99,542
|
|
|
5.4
|
%
|
||
AA+, AA, AA-
|
|
101,491
|
|
|
101,467
|
|
|
5.5
|
%
|
||
A+, A, A-
|
|
540,002
|
|
|
549,479
|
|
|
29.9
|
%
|
||
BBB+, BBB, BBB-
|
|
438,731
|
|
|
445,202
|
|
|
24.3
|
%
|
||
BB+ or lower
|
|
5,773
|
|
|
5,481
|
|
|
0.3
|
%
|
||
Total fixed maturities(1)
|
|
$
|
1,813,426
|
|
|
$
|
1,835,518
|
|
|
100.0
|
%
|
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(1)
|
|
$
|
4,125,661
|
|
|
$
|
4,049,580
|
|
|
100.0
|
%
|
(1)
|
Based on Standard & Poor’s ("S&P"), or equivalent, ratings
|
December 31,
|
|
2019
|
|
2018
|
||||||||||
|
|
Fair Value
|
|
% of Total
|
|
Fair Value
|
|
% of Total
|
||||||
Investment in limited partnerships
|
|
$
|
3,077
|
|
|
63.1
|
%
|
|
$
|
3,833
|
|
|
71.9
|
%
|
Other
|
|
1,800
|
|
|
36.9
|
%
|
|
1,500
|
|
|
28.1
|
%
|
||
Total other investments
|
|
$
|
4,877
|
|
|
100.0
|
%
|
|
$
|
5,333
|
|
|
100.0
|
%
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
Fixed maturities
|
|
$
|
83,839
|
|
|
$
|
130,333
|
|
Funds withheld
|
|
20,307
|
|
|
686
|
|
||
Loan to related party
|
|
6,983
|
|
|
6,442
|
|
||
Cash and cash equivalents and other
|
|
2,931
|
|
|
3,173
|
|
||
|
|
114,060
|
|
|
140,634
|
|
||
Interest expense paid on LPT/ADC Agreement and Commutation Payment(1)
|
|
(13,596
|
)
|
|
—
|
|
||
Investment expenses
|
|
(2,627
|
)
|
|
(4,349
|
)
|
||
Net investment income
|
|
$
|
97,837
|
|
|
$
|
136,285
|
|
For the Year Ended December 31, 2019
|
|
Gross gains
|
|
Gross losses
|
|
Net
|
||||||
Fixed maturities
|
|
$
|
43,657
|
|
|
$
|
(15,899
|
)
|
|
$
|
27,758
|
|
Other investments
|
|
102
|
|
|
—
|
|
|
102
|
|
|||
Net realized gains (losses) on investment
|
|
$
|
43,759
|
|
|
$
|
(15,899
|
)
|
|
$
|
27,860
|
|
For the Year Ended December 31, 2018
|
|
Gross gains
|
|
Gross losses
|
|
Net
|
||||||
Fixed maturities
|
|
$
|
9,314
|
|
|
$
|
(13,118
|
)
|
|
$
|
(3,804
|
)
|
Other investments
|
|
2,275
|
|
|
—
|
|
|
2,275
|
|
|||
Net realized gains (losses) on investment
|
|
$
|
11,589
|
|
|
$
|
(13,118
|
)
|
|
$
|
(1,529
|
)
|
December 31,
|
|
2019
|
|
2018
|
||||
Fixed maturities
|
|
$
|
22,092
|
|
|
$
|
(59,729
|
)
|
Deferred income tax
|
|
(96
|
)
|
|
(33
|
)
|
||
Net unrealized gains (losses), net of deferred income tax
|
|
$
|
21,996
|
|
|
$
|
(59,762
|
)
|
Change, net of deferred income tax
|
|
$
|
81,758
|
|
|
$
|
(81,651
|
)
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
Net gains recognized on other investments within net loss for the period
|
|
$
|
102
|
|
|
$
|
2,275
|
|
Net realized gains recognized on other investments divested during period
|
|
(591
|
)
|
|
(2,777
|
)
|
||
Net unrealized losses recognized on other investments still held at end of period
|
|
$
|
(489
|
)
|
|
$
|
(502
|
)
|
December 31,
|
|
2019
|
|
2018
|
||||
Restricted cash – third party agreements
|
|
$
|
21,447
|
|
|
$
|
21,420
|
|
Restricted cash – related party agreements
|
|
37,634
|
|
|
108,728
|
|
||
Total restricted cash
|
|
59,081
|
|
|
130,148
|
|
||
Restricted investments – in trust for third party agreements at fair value (amortized cost: 2019 – $65,539; 2018 – $88,841)
|
|
65,678
|
|
|
89,596
|
|
||
Restricted investments – in trust for related party agreements at fair value (amortized cost: 2019 – $1,366,873; 2018 – $3,870,731)
|
|
1,382,994
|
|
|
3,804,215
|
|
||
Total restricted investments
|
|
1,448,672
|
|
|
3,893,811
|
|
||
Total restricted cash and investments
|
|
$
|
1,507,753
|
|
|
$
|
4,023,959
|
|
December 31, 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 |
||||||||||
Fixed maturities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. treasury bonds
|
|
$
|
95,625
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
95,625
|
|
U.S. agency bonds – mortgage-backed
|
|
—
|
|
|
538,722
|
|
|
—
|
|
|
—
|
|
|
538,722
|
|
|||||
Non-U.S. government and supranational bonds
|
|
—
|
|
|
11,999
|
|
|
—
|
|
|
—
|
|
|
11,999
|
|
|||||
Asset-backed securities
|
|
—
|
|
|
188,170
|
|
|
—
|
|
|
—
|
|
|
188,170
|
|
|||||
Corporate bonds
|
|
—
|
|
|
996,856
|
|
|
—
|
|
|
—
|
|
|
996,856
|
|
|||||
Municipal bonds
|
|
—
|
|
|
4,146
|
|
|
—
|
|
|
—
|
|
|
4,146
|
|
|||||
Other investments
|
|
—
|
|
|
—
|
|
|
1,800
|
|
|
3,077
|
|
|
4,877
|
|
|||||
Total
|
|
$
|
95,625
|
|
|
$
|
1,739,893
|
|
|
$
|
1,800
|
|
|
$
|
3,077
|
|
|
$
|
1,840,395
|
|
As a percentage of total assets
|
|
2.7
|
%
|
|
48.8
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|
51.7
|
%
|
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 |
||||||||||
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
|
%
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
|
$
|
86,460
|
|
|
$
|
110,000
|
|
|
$
|
75,240
|
|
Senior Notes - MHNC – 7.75%
|
|
152,500
|
|
|
137,067
|
|
|
152,500
|
|
|
143,960
|
|
||||
Total financial liabilities
|
|
$
|
262,500
|
|
|
$
|
223,527
|
|
|
$
|
262,500
|
|
|
$
|
219,200
|
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
Gross premiums written
|
|
$
|
—
|
|
|
$
|
493,862
|
|
Net premiums written
|
|
$
|
—
|
|
|
$
|
479,577
|
|
Net premiums earned
|
|
$
|
—
|
|
|
$
|
618,265
|
|
Other insurance revenue
|
|
—
|
|
|
—
|
|
||
Net investment income
|
|
—
|
|
|
39,265
|
|
||
Net loss and loss adjustment expenses
|
|
6,363
|
|
|
(474,711
|
)
|
||
Commission and other acquisition expenses
|
|
—
|
|
|
(142,946
|
)
|
||
General and administrative expenses
|
|
(2,392
|
)
|
|
(26,739
|
)
|
||
Amortization of intangible assets
|
|
—
|
|
|
(1,387
|
)
|
||
Income from discontinued operations
|
|
3,971
|
|
|
11,747
|
|
||
Loss on disposal of discontinued operations
|
|
(25,474
|
)
|
|
(113,294
|
)
|
||
Income tax (expense) benefit
|
|
(1,038
|
)
|
|
7,434
|
|
||
Loss from discontinued operations, net of income tax
|
|
$
|
(22,541
|
)
|
|
$
|
(94,113
|
)
|
December 31, 2019
|
|
2016 Senior Notes
|
|
2013 Senior Notes
|
|
Total
|
||||||
Principal amount
|
|
$
|
110,000
|
|
|
$
|
152,500
|
|
|
$
|
262,500
|
|
Less: unamortized issuance costs
|
|
3,565
|
|
|
4,027
|
|
|
7,592
|
|
|||
Carrying value
|
|
$
|
106,435
|
|
|
$
|
148,473
|
|
|
$
|
254,908
|
|
|
|
|
|
|
|
|
||||||
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
|
|
|
December 1, 2043
|
|
|
|
||||
Earliest redeemable date (for cash)
|
|
June 14, 2021
|
|
|
December 1, 2018
|
|
|
|
||||
Coupon rate
|
|
6.625
|
%
|
|
7.75
|
%
|
|
|
||||
Effective interest rate
|
|
7.07
|
%
|
|
8.04
|
%
|
|
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
Premiums written
|
|
|
|
|
||||
Direct
|
|
$
|
16,637
|
|
|
$
|
11,024
|
|
Assumed
|
|
(545,243
|
)
|
|
2,006,774
|
|
||
Ceded
|
|
(3,244
|
)
|
|
(3,201
|
)
|
||
Net
|
|
$
|
(531,850
|
)
|
|
$
|
2,014,597
|
|
Premiums earned
|
|
|
|
|
||||
Direct
|
|
$
|
16,118
|
|
|
$
|
10,733
|
|
Assumed
|
|
434,559
|
|
|
2,032,161
|
|
||
Ceded
|
|
(2,915
|
)
|
|
(16,692
|
)
|
||
Net
|
|
$
|
447,762
|
|
|
$
|
2,026,202
|
|
Loss and LAE
|
|
|
|
|
||||
Gross loss and LAE
|
|
$
|
453,478
|
|
|
$
|
1,885,232
|
|
Loss and LAE ceded
|
|
(649
|
)
|
|
(5,111
|
)
|
||
Net
|
|
$
|
452,829
|
|
|
$
|
1,880,121
|
|
December 31,
|
|
2019
|
|
2018
|
||||
Reserve for reported loss and LAE
|
|
$
|
1,271,358
|
|
|
$
|
1,619,776
|
|
Reserve for losses incurred but not reported ("IBNR")
|
|
1,168,549
|
|
|
1,506,358
|
|
||
Reserve for loss and LAE
|
|
$
|
2,439,907
|
|
|
$
|
3,126,134
|
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
Gross loss and LAE reserves, January 1
|
|
$
|
3,126,134
|
|
|
$
|
2,464,442
|
|
Less: reinsurance recoverable on unpaid losses, January 1
|
|
71,901
|
|
|
24,883
|
|
||
Net loss and LAE reserves, January 1
|
|
3,054,233
|
|
|
2,439,559
|
|
||
Net incurred losses related to:
|
|
|
|
|
||||
Current year
|
|
328,194
|
|
|
1,431,484
|
|
||
Prior years
|
|
124,635
|
|
|
448,637
|
|
||
|
|
452,829
|
|
|
1,880,121
|
|
||
Net paid losses related to:
|
|
|
|
|
||||
Current year
|
|
(101,654
|
)
|
|
(440,315
|
)
|
||
Prior years
|
|
(1,025,381
|
)
|
|
(723,451
|
)
|
||
|
|
(1,127,035
|
)
|
|
(1,163,766
|
)
|
||
Retroactive reinsurance adjustment
|
|
(557,950
|
)
|
|
—
|
|
||
Effect of foreign exchange rate movements
|
|
(5,592
|
)
|
|
(23,961
|
)
|
||
Other adjustments
|
|
—
|
|
|
(77,720
|
)
|
||
Net loss and LAE reserves, December 31
|
|
1,816,485
|
|
|
3,054,233
|
|
||
Reinsurance recoverable on unpaid losses, December 31
|
|
623,422
|
|
|
71,901
|
|
||
Gross loss and LAE reserves, December 31
|
|
$
|
2,439,907
|
|
|
$
|
3,126,134
|
|
For the Year Ended
|
|
Diversified Reinsurance
|
|
AmTrust Reinsurance
|
|
Other
|
|
Total
|
||||||||
December 31, 2019
|
|
$
|
1,488
|
|
|
$
|
(113,722
|
)
|
|
$
|
(312
|
)
|
|
$
|
(112,546
|
)
|
December 31, 2018
|
|
(2,326
|
)
|
|
(399,200
|
)
|
|
(1,685
|
)
|
|
(403,211
|
)
|
a)
|
Claims Development
|
•
|
In the Diversified Reinsurance segment, contracts are written on both an accident year and underwriting year basis, some are multi-line and the majority of the premium is associated with proportional contracts. Many proportional treaty reinsurance contracts are submitted using quarterly bordereau reporting by underwriting year. However, the remaining losses can generally only be allocated to accident years based on estimated premium earning and loss reporting patterns. Further estimates are required to allocate losses to line of business. Multi-line accounts are generally analyzed on an individual basis by line of business, but are booked in the Company’s records to a contract, rather than to each individual line of business within a contract. For the purpose of this disclosure allocations are made to the various lines of business. Management’s assumptions and allocation procedures for these tables may produce results that differ from the actual loss emergence reported by line of business each quarter;
|
•
|
The AmTrust Reinsurance segment consists primarily of two contracts, the European Hospital Liability Quota Share and a much larger quota share that includes all other covered business, the AmTrust Quota Share. There is also a small amount of excess of loss business that has not been written since 2009 which is included as a reconciling item. Maiden receives several cession statements and uses these to report premiums in three categories - Small Business Commercial, Specialty Program and Specialty Risk and Extended Warranty in Note 3. Segment Information. The tables provided include allocations of IBNR reserves to line of business by accident year. Management’s assumptions and allocation procedures for these tables may produce results that differ from the actual loss emergence reported by line of business each quarter; and
|
•
|
For both segments, the premium and exposure for prior accident years is often reported to us in subsequent periods, as reporting lags exist from an insurer to a reinsurer. This leads to increases in the provision for loss and LAE in prior years, but does not reduce expected income (and in many cases can result in additional income).
|
Diversified Reinsurance - International
|
|
Incurred loss and LAE, net of reinsurance
|
|
At December 31, 2019
|
||||||||||||||||||||||||||||||||||||
For the Year Ended December 31,
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Total IBNR
|
||||||||||||||||||||
Accident Year:
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
||||||||||||||||||||
2010
|
|
$
|
79,487
|
|
|
$
|
78,840
|
|
|
$
|
78,727
|
|
|
$
|
78,476
|
|
|
$
|
76,857
|
|
|
$
|
78,931
|
|
|
$
|
80,932
|
|
|
$
|
80,625
|
|
|
$
|
81,665
|
|
|
$
|
986
|
|
2011
|
|
49,772
|
|
|
48,321
|
|
|
48,342
|
|
|
48,525
|
|
|
48,483
|
|
|
48,313
|
|
|
48,692
|
|
|
48,937
|
|
|
48,896
|
|
|
4
|
|
||||||||||
2012
|
|
|
|
50,292
|
|
|
48,576
|
|
|
48,850
|
|
|
48,955
|
|
|
49,037
|
|
|
49,298
|
|
|
49,017
|
|
|
48,969
|
|
|
52
|
|
|||||||||||
2013
|
|
|
|
|
|
44,973
|
|
|
50,106
|
|
|
51,424
|
|
|
50,926
|
|
|
51,527
|
|
|
51,747
|
|
|
52,136
|
|
|
(135
|
)
|
||||||||||||
2014
|
|
|
|
|
|
|
|
42,760
|
|
|
48,529
|
|
|
48,397
|
|
|
48,291
|
|
|
48,065
|
|
|
48,141
|
|
|
187
|
|
|||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
42,980
|
|
|
44,394
|
|
|
44,885
|
|
|
44,323
|
|
|
44,339
|
|
|
(224
|
)
|
||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
38,763
|
|
|
40,767
|
|
|
40,105
|
|
|
40,064
|
|
|
(146
|
)
|
|||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,855
|
|
|
36,308
|
|
|
35,234
|
|
|
956
|
|
||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,000
|
|
|
42,954
|
|
|
3,388
|
|
|||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,408
|
|
|
9,317
|
|
||||||||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
478,806
|
|
|
$
|
14,385
|
|
||||||||||||||||
|
|
Cumulative paid loss and LAE, net of reinsurance
|
|
|
||||||||||||||||||||||||||||||||||||
For the Year Ended December 31,
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
|
||||||||||||||||||||
Accident Year:
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
||||||||||||||||||||
2010
|
|
$
|
34,452
|
|
|
$
|
43,364
|
|
|
$
|
48,163
|
|
|
$
|
49,897
|
|
|
$
|
51,487
|
|
|
$
|
53,002
|
|
|
$
|
54,482
|
|
|
$
|
56,164
|
|
|
$
|
57,601
|
|
|
|
||
2011
|
|
24,326
|
|
|
45,078
|
|
|
46,695
|
|
|
47,932
|
|
|
48,350
|
|
|
48,582
|
|
|
48,723
|
|
|
48,837
|
|
|
48,902
|
|
|
|
|||||||||||
2012
|
|
|
|
23,614
|
|
|
40,318
|
|
|
42,698
|
|
|
43,785
|
|
|
44,112
|
|
|
44,695
|
|
|
44,808
|
|
|
44,822
|
|
|
|
||||||||||||
2013
|
|
|
|
|
|
24,294
|
|
|
43,591
|
|
|
46,072
|
|
|
47,416
|
|
|
47,884
|
|
|
48,099
|
|
|
48,177
|
|
|
|
|||||||||||||
2014
|
|
|
|
|
|
|
|
23,859
|
|
|
42,138
|
|
|
44,409
|
|
|
45,632
|
|
|
45,889
|
|
|
45,995
|
|
|
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
21,864
|
|
|
39,449
|
|
|
41,502
|
|
|
42,533
|
|
|
42,947
|
|
|
|
|||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
22,590
|
|
|
36,708
|
|
|
38,537
|
|
|
39,284
|
|
|
|
||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,185
|
|
|
33,592
|
|
|
35,333
|
|
|
|
|||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,818
|
|
|
37,349
|
|
|
|
||||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,003
|
|
|
|
|||||||||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
417,413
|
|
|
|
|||||||||||||||||||
Total net reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
61,393
|
|
|
|
Diversified Reinsurance - European Capital Solutions
|
|
Incurred loss and LAE, net of reinsurance
|
|
At December 31, 2019
|
||||||||||||||||
For the Year Ended December 31,
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Total IBNR
|
||||||||||
Accident Year:
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
||||||||||
2016
|
|
$
|
4,839
|
|
|
$
|
4,911
|
|
|
$
|
5,318
|
|
|
$
|
5,563
|
|
|
$
|
1,052
|
|
2017
|
|
|
|
8,699
|
|
|
10,085
|
|
|
8,997
|
|
|
2,333
|
|
||||||
2018
|
|
|
|
|
|
22,617
|
|
|
24,490
|
|
|
11,380
|
|
|||||||
2019
|
|
|
|
|
|
|
|
15,381
|
|
|
5,487
|
|
||||||||
Total
|
|
|
|
|
|
|
|
$
|
54,431
|
|
|
$
|
20,252
|
|
||||||
|
|
Cumulative paid loss and LAE, net of reinsurance
|
|
|
||||||||||||||||
For the Year Ended December 31,
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
|
||||||||||
Accident Year:
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
||||||||||
2016
|
|
$
|
780
|
|
|
$
|
2,311
|
|
|
$
|
3,271
|
|
|
$
|
4,635
|
|
|
|
||
2017
|
|
|
|
1,926
|
|
|
4,070
|
|
|
5,744
|
|
|
|
|||||||
2018
|
|
|
|
|
|
3,188
|
|
|
8,321
|
|
|
|
||||||||
2019
|
|
|
|
|
|
|
|
3,195
|
|
|
|
|||||||||
Total
|
|
|
|
|
|
|
|
21,895
|
|
|
|
|||||||||
Total net reserves
|
|
|
|
|
|
|
|
$
|
32,536
|
|
|
|
Workers' Compensation
|
|
Incurred loss and LAE, net of reinsurance (excluding impact of ADC)
|
|
At December 31, 2019
|
||||||||||||||||||||||||||||||||||||||||
For the Year Ended December 31,
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Total IBNR
|
|
Impact of ADC
|
||||||||||||||||||||||
Accident Year:
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
|
|
||||||||||||||||||||||
2008
|
|
$
|
80,800
|
|
|
$
|
81,493
|
|
|
$
|
82,438
|
|
|
$
|
81,240
|
|
|
$
|
82,301
|
|
|
$
|
83,039
|
|
|
$
|
83,622
|
|
|
$
|
84,710
|
|
|
$
|
83,952
|
|
|
$
|
28
|
|
|
$
|
2,962
|
|
2009
|
|
102,240
|
|
|
102,245
|
|
|
103,864
|
|
|
109,213
|
|
|
106,204
|
|
|
105,901
|
|
|
107,165
|
|
|
110,175
|
|
|
109,664
|
|
|
2,287
|
|
|
4,612
|
|
|||||||||||
2010
|
|
106,799
|
|
|
113,880
|
|
|
118,209
|
|
|
120,243
|
|
|
125,020
|
|
|
124,073
|
|
|
123,968
|
|
|
127,215
|
|
|
127,381
|
|
|
4,933
|
|
|
6,591
|
|
|||||||||||
2011
|
|
104,923
|
|
|
125,549
|
|
|
130,712
|
|
|
132,728
|
|
|
133,995
|
|
|
133,916
|
|
|
135,379
|
|
|
138,600
|
|
|
139,685
|
|
|
7,253
|
|
|
7,943
|
|
|||||||||||
2012
|
|
|
|
136,960
|
|
|
168,016
|
|
|
173,946
|
|
|
171,040
|
|
|
172,692
|
|
|
181,616
|
|
|
192,087
|
|
|
188,879
|
|
|
9,945
|
|
|
12,885
|
|
||||||||||||
2013
|
|
|
|
|
|
237,019
|
|
|
245,765
|
|
|
238,392
|
|
|
242,447
|
|
|
261,915
|
|
|
276,249
|
|
|
273,571
|
|
|
21,269
|
|
|
20,974
|
|
|||||||||||||
2014
|
|
|
|
|
|
|
|
379,589
|
|
|
365,515
|
|
|
382,260
|
|
|
419,748
|
|
|
457,363
|
|
|
455,521
|
|
|
47,774
|
|
|
41,920
|
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
474,140
|
|
|
474,212
|
|
|
526,269
|
|
|
551,145
|
|
|
545,271
|
|
|
58,111
|
|
|
59,535
|
|
|||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
528,906
|
|
|
568,006
|
|
|
627,728
|
|
|
603,529
|
|
|
89,376
|
|
|
72,793
|
|
||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
615,957
|
|
|
654,362
|
|
|
613,577
|
|
|
72,161
|
|
|
93,752
|
|
|||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
592,566
|
|
|
580,528
|
|
|
70,919
|
|
|
105,435
|
|
||||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,751
|
|
|
2,227
|
|
|
—
|
|
|||||||||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,734,309
|
|
|
$
|
386,283
|
|
|
$
|
429,402
|
|
||||||||||||||||
|
|
Cumulative paid loss and LAE, net of reinsurance
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
For the Year Ended December 31,
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
|
|
|
||||||||||||||||||||||
Accident Year:
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
|
|
||||||||||||||||||||||
2008
|
|
$
|
68,400
|
|
|
$
|
72,823
|
|
|
$
|
76,018
|
|
|
$
|
77,370
|
|
|
$
|
78,161
|
|
|
$
|
79,230
|
|
|
$
|
81,159
|
|
|
$
|
82,436
|
|
|
$
|
82,709
|
|
|
|
|
|
||||
2009
|
|
71,963
|
|
|
83,464
|
|
|
89,462
|
|
|
93,425
|
|
|
96,396
|
|
|
98,811
|
|
|
100,103
|
|
|
101,823
|
|
|
102,877
|
|
|
|
|
|
|||||||||||||
2010
|
|
61,322
|
|
|
82,614
|
|
|
95,120
|
|
|
103,280
|
|
|
108,171
|
|
|
114,639
|
|
|
115,014
|
|
|
115,959
|
|
|
116,332
|
|
|
|
|
|
|||||||||||||
2011
|
|
33,089
|
|
|
69,357
|
|
|
91,414
|
|
|
105,584
|
|
|
114,107
|
|
|
115,966
|
|
|
122,579
|
|
|
124,315
|
|
|
125,843
|
|
|
|
|
|
|||||||||||||
2012
|
|
|
|
45,030
|
|
|
88,382
|
|
|
119,059
|
|
|
138,706
|
|
|
150,543
|
|
|
158,807
|
|
|
164,512
|
|
|
168,154
|
|
|
|
|
|
||||||||||||||
2013
|
|
|
|
|
|
56,249
|
|
|
121,182
|
|
|
168,785
|
|
|
199,300
|
|
|
216,527
|
|
|
227,502
|
|
|
234,342
|
|
|
|
|
|
|||||||||||||||
2014
|
|
|
|
|
|
|
|
69,512
|
|
|
189,954
|
|
|
268,467
|
|
|
321,258
|
|
|
355,414
|
|
|
370,176
|
|
|
|
|
|
||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
86,695
|
|
|
246,616
|
|
|
338,642
|
|
|
388,640
|
|
|
417,736
|
|
|
|
|
|
|||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
110,051
|
|
|
284,501
|
|
|
380,602
|
|
|
428,651
|
|
|
|
|
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111,508
|
|
|
274,596
|
|
|
448,551
|
|
|
|
|
|
|||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110,954
|
|
|
409,986
|
|
|
|
|
|
||||||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,907
|
|
|
|
|
|
|||||||||||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,909,264
|
|
|
|
|
|
|||||||||||||||||||||
|
|
|
|
All outstanding liabilities prior to 2008, net of reinsurance
|
|
|
|
|
687
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Total net reserves excluding impact of ADC
|
|
|
|
|
|
|
|
|
|
$
|
825,732
|
|
|
|
|
|
||||||||||||||||||||||||||||
Impact of ADC
|
|
|
|
|
|
|
|
|
|
(429,402
|
)
|
|
|
|
|
|||||||||||||||||||||||||||||
Total net reserves including impact of ADC
|
|
|
|
|
|
|
|
|
|
$
|
396,330
|
|
|
|
|
|
General Liability
|
|
Incurred loss and LAE, net of reinsurance (excluding impact of ADC)
|
|
At December 31, 2019
|
||||||||||||||||||||||||||||||||||||||||
For the Year Ended December 31,
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Total IBNR
|
|
Impact of ADC
|
||||||||||||||||||||||
Accident Year:
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
|
|
||||||||||||||||||||||
2008
|
|
$
|
28,786
|
|
|
$
|
31,921
|
|
|
$
|
33,051
|
|
|
$
|
33,792
|
|
|
$
|
34,169
|
|
|
$
|
35,985
|
|
|
$
|
36,627
|
|
|
$
|
37,605
|
|
|
$
|
36,996
|
|
|
$
|
138
|
|
|
$
|
336
|
|
2009
|
|
19,311
|
|
|
28,384
|
|
|
29,123
|
|
|
30,902
|
|
|
32,418
|
|
|
34,040
|
|
|
34,863
|
|
|
35,138
|
|
|
35,410
|
|
|
846
|
|
|
545
|
|
|||||||||||
2010
|
|
15,783
|
|
|
28,850
|
|
|
34,761
|
|
|
36,455
|
|
|
38,536
|
|
|
38,298
|
|
|
41,597
|
|
|
42,884
|
|
|
43,062
|
|
|
674
|
|
|
972
|
|
|||||||||||
2011
|
|
11,334
|
|
|
24,731
|
|
|
35,628
|
|
|
40,557
|
|
|
42,100
|
|
|
45,303
|
|
|
49,338
|
|
|
52,746
|
|
|
53,499
|
|
|
553
|
|
|
1,522
|
|
|||||||||||
2012
|
|
|
|
21,281
|
|
|
33,445
|
|
|
42,450
|
|
|
48,851
|
|
|
50,800
|
|
|
55,991
|
|
|
59,948
|
|
|
63,429
|
|
|
2,499
|
|
|
1,990
|
|
||||||||||||
2013
|
|
|
|
|
|
42,021
|
|
|
43,116
|
|
|
66,869
|
|
|
68,641
|
|
|
79,731
|
|
|
89,204
|
|
|
92,032
|
|
|
4,705
|
|
|
3,182
|
|
|||||||||||||
2014
|
|
|
|
|
|
|
|
65,469
|
|
|
66,558
|
|
|
77,930
|
|
|
99,873
|
|
|
111,970
|
|
|
116,085
|
|
|
8,374
|
|
|
6,009
|
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
118,111
|
|
|
95,766
|
|
|
122,942
|
|
|
139,518
|
|
|
154,071
|
|
|
26,113
|
|
|
9,213
|
|
|||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
98,149
|
|
|
114,864
|
|
|
120,911
|
|
|
148,371
|
|
|
36,850
|
|
|
13,932
|
|
||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
116,158
|
|
|
133,533
|
|
|
165,268
|
|
|
63,568
|
|
|
18,961
|
|
|||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
121,991
|
|
|
153,822
|
|
|
86,599
|
|
|
24,871
|
|
||||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,427
|
|
|
5,611
|
|
|
—
|
|
|||||||||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,067,472
|
|
|
$
|
236,530
|
|
|
$
|
81,533
|
|
||||||||||||||||
|
|
Cumulative paid loss and LAE, net of reinsurance
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
For the Year Ended December 31,
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
|
|
|
||||||||||||||||||||||
Accident Year:
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
|
|
||||||||||||||||||||||
2008
|
|
$
|
20,935
|
|
|
$
|
26,288
|
|
|
$
|
29,384
|
|
|
$
|
32,849
|
|
|
$
|
32,423
|
|
|
$
|
32,765
|
|
|
$
|
34,935
|
|
|
$
|
36,699
|
|
|
$
|
34,893
|
|
|
|
|
|
||||
2009
|
|
7,840
|
|
|
13,904
|
|
|
19,727
|
|
|
24,298
|
|
|
28,312
|
|
|
30,924
|
|
|
32,878
|
|
|
33,473
|
|
|
32,487
|
|
|
|
|
|
|||||||||||||
2010
|
|
5,140
|
|
|
11,187
|
|
|
19,010
|
|
|
26,429
|
|
|
30,948
|
|
|
34,125
|
|
|
37,317
|
|
|
39,214
|
|
|
39,888
|
|
|
|
|
|
|||||||||||||
2011
|
|
2,813
|
|
|
6,072
|
|
|
12,158
|
|
|
22,963
|
|
|
31,619
|
|
|
39,350
|
|
|
41,257
|
|
|
47,141
|
|
|
49,178
|
|
|
|
|
|
|||||||||||||
2012
|
|
|
|
5,084
|
|
|
13,224
|
|
|
18,020
|
|
|
29,752
|
|
|
40,864
|
|
|
45,775
|
|
|
53,526
|
|
|
56,538
|
|
|
|
|
|
||||||||||||||
2013
|
|
|
|
|
|
4,996
|
|
|
10,226
|
|
|
32,249
|
|
|
44,698
|
|
|
58,377
|
|
|
70,074
|
|
|
76,996
|
|
|
|
|
|
|||||||||||||||
2014
|
|
|
|
|
|
|
|
3,503
|
|
|
24,581
|
|
|
36,026
|
|
|
57,678
|
|
|
77,259
|
|
|
86,101
|
|
|
|
|
|
||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
20,849
|
|
|
33,963
|
|
|
52,350
|
|
|
79,291
|
|
|
98,278
|
|
|
|
|
|
|||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
6,402
|
|
|
21,959
|
|
|
45,855
|
|
|
67,064
|
|
|
|
|
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,967
|
|
|
27,001
|
|
|
51,545
|
|
|
|
|
|
|||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,907
|
|
|
24,618
|
|
|
|
|
|
||||||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
|
|
|
|
|
|
|||||||||||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
617,613
|
|
|
|
|
|
|||||||||||||||||||||
|
|
|
|
All outstanding liabilities prior to 2008, net of reinsurance
|
|
|
|
|
207
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Total net reserves excluding impact of ADC
|
|
|
|
|
|
|
|
|
|
$
|
450,066
|
|
|
|
|
|
||||||||||||||||||||||||||||
Impact of ADC
|
|
|
|
|
|
|
|
|
|
(81,533
|
)
|
|
|
|
|
|||||||||||||||||||||||||||||
Total net reserves including impact of ADC
|
|
|
|
|
|
|
|
|
|
$
|
368,533
|
|
|
|
|
|
Commercial Auto Liability
|
|
Incurred loss and LAE, net of reinsurance (excluding impact of ADC)
|
|
At December 31, 2019
|
||||||||||||||||||||||||||||||||||||||||
For the Year Ended December 31,
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Total IBNR
|
|
Impact of ADC
|
||||||||||||||||||||||
Accident Year:
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
|
|
||||||||||||||||||||||
2008
|
|
$
|
29,890
|
|
|
$
|
32,769
|
|
|
$
|
33,700
|
|
|
$
|
34,522
|
|
|
$
|
34,584
|
|
|
$
|
35,975
|
|
|
$
|
35,521
|
|
|
$
|
35,382
|
|
|
$
|
35,542
|
|
|
$
|
103
|
|
|
$
|
9
|
|
2009
|
|
22,183
|
|
|
26,275
|
|
|
28,551
|
|
|
30,812
|
|
|
31,024
|
|
|
30,468
|
|
|
30,919
|
|
|
31,033
|
|
|
31,064
|
|
|
498
|
|
|
61
|
|
|||||||||||
2010
|
|
26,239
|
|
|
33,457
|
|
|
37,154
|
|
|
38,043
|
|
|
40,193
|
|
|
40,523
|
|
|
42,146
|
|
|
41,996
|
|
|
42,070
|
|
|
1,616
|
|
|
(22
|
)
|
|||||||||||
2011
|
|
16,193
|
|
|
24,292
|
|
|
29,577
|
|
|
32,578
|
|
|
33,839
|
|
|
34,790
|
|
|
36,149
|
|
|
36,065
|
|
|
34,643
|
|
|
343
|
|
|
305
|
|
|||||||||||
2012
|
|
|
|
20,863
|
|
|
32,691
|
|
|
40,076
|
|
|
44,812
|
|
|
48,116
|
|
|
46,150
|
|
|
45,753
|
|
|
45,917
|
|
|
17
|
|
|
40
|
|
||||||||||||
2013
|
|
|
|
|
|
33,473
|
|
|
44,771
|
|
|
50,647
|
|
|
59,702
|
|
|
63,162
|
|
|
62,163
|
|
|
63,620
|
|
|
325
|
|
|
339
|
|
|||||||||||||
2014
|
|
|
|
|
|
|
|
47,525
|
|
|
55,023
|
|
|
73,966
|
|
|
82,427
|
|
|
89,299
|
|
|
92,572
|
|
|
408
|
|
|
2,395
|
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
66,967
|
|
|
92,955
|
|
|
106,560
|
|
|
119,141
|
|
|
127,560
|
|
|
4,427
|
|
|
3,851
|
|
|||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
121,828
|
|
|
118,210
|
|
|
144,077
|
|
|
171,504
|
|
|
14,692
|
|
|
6,001
|
|
||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
156,575
|
|
|
189,257
|
|
|
220,457
|
|
|
47,729
|
|
|
7,647
|
|
|||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
177,150
|
|
|
224,780
|
|
|
93,666
|
|
|
11,108
|
|
||||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79,172
|
|
|
54,012
|
|
|
—
|
|
|||||||||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,168,901
|
|
|
$
|
217,836
|
|
|
$
|
31,734
|
|
||||||||||||||||
|
|
Cumulative paid loss and LAE, net of reinsurance
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
For the Year Ended December 31,
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
|
|
|
||||||||||||||||||||||
Accident Year:
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
|
|
||||||||||||||||||||||
2008
|
|
$
|
25,207
|
|
|
$
|
29,386
|
|
|
$
|
30,975
|
|
|
$
|
32,643
|
|
|
$
|
33,536
|
|
|
$
|
34,074
|
|
|
$
|
34,803
|
|
|
$
|
35,284
|
|
|
$
|
36,968
|
|
|
|
|
|
||||
2009
|
|
14,532
|
|
|
18,736
|
|
|
22,959
|
|
|
26,975
|
|
|
29,226
|
|
|
29,829
|
|
|
29,842
|
|
|
30,204
|
|
|
31,194
|
|
|
|
|
|
|||||||||||||
2010
|
|
14,203
|
|
|
21,050
|
|
|
28,602
|
|
|
34,855
|
|
|
37,734
|
|
|
39,413
|
|
|
39,750
|
|
|
40,282
|
|
|
40,395
|
|
|
|
|
|
|||||||||||||
2011
|
|
5,721
|
|
|
12,333
|
|
|
18,813
|
|
|
25,808
|
|
|
29,769
|
|
|
32,362
|
|
|
33,130
|
|
|
33,155
|
|
|
33,451
|
|
|
|
|
|
|||||||||||||
2012
|
|
|
|
6,693
|
|
|
14,979
|
|
|
26,508
|
|
|
35,460
|
|
|
43,745
|
|
|
44,165
|
|
|
45,555
|
|
|
45,751
|
|
|
|
|
|
||||||||||||||
2013
|
|
|
|
|
|
8,267
|
|
|
19,865
|
|
|
34,379
|
|
|
48,122
|
|
|
57,349
|
|
|
59,600
|
|
|
62,331
|
|
|
|
|
|
|||||||||||||||
2014
|
|
|
|
|
|
|
|
8,450
|
|
|
22,858
|
|
|
42,960
|
|
|
64,459
|
|
|
79,766
|
|
|
87,458
|
|
|
|
|
|
||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
13,102
|
|
|
39,179
|
|
|
62,945
|
|
|
86,433
|
|
|
107,707
|
|
|
|
|
|
|||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
19,071
|
|
|
48,595
|
|
|
76,635
|
|
|
113,174
|
|
|
|
|
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,863
|
|
|
69,657
|
|
|
115,623
|
|
|
|
|
|
|||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,018
|
|
|
67,080
|
|
|
|
|
|
||||||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,456
|
|
|
|
|
|
|||||||||||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
750,588
|
|
|
|
|
|
|||||||||||||||||||||
|
|
|
|
All outstanding liabilities prior to 2008, net of reinsurance
|
|
|
|
|
26
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Total net reserves excluding impact of ADC
|
|
|
|
|
|
|
|
|
|
$
|
418,339
|
|
|
|
|
|
||||||||||||||||||||||||||||
Impact of ADC
|
|
|
|
|
|
|
|
|
|
(31,734
|
)
|
|
|
|
|
|||||||||||||||||||||||||||||
Total net reserves including impact of ADC
|
|
|
|
|
|
|
|
|
|
$
|
386,605
|
|
|
|
|
|
All Other Lines
|
|
Incurred loss and LAE, net of reinsurance (excluding impact of ADC)
|
|
At December 31, 2019
|
||||||||||||||||||||||||||||||||||||||||
For the Year Ended December 31,
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Total IBNR
|
|
Impact of ADC
|
||||||||||||||||||||||
Accident Year:
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
|
|
||||||||||||||||||||||
2008
|
|
$
|
27,630
|
|
|
$
|
28,724
|
|
|
$
|
28,715
|
|
|
$
|
29,149
|
|
|
$
|
29,237
|
|
|
$
|
29,070
|
|
|
$
|
29,576
|
|
|
$
|
29,574
|
|
|
$
|
29,519
|
|
|
$
|
252
|
|
|
$
|
—
|
|
2009
|
|
12,516
|
|
|
20,349
|
|
|
11,959
|
|
|
13,329
|
|
|
14,309
|
|
|
14,492
|
|
|
16,088
|
|
|
15,653
|
|
|
14,617
|
|
|
259
|
|
|
—
|
|
|||||||||||
2010
|
|
14,440
|
|
|
15,182
|
|
|
24,718
|
|
|
15,484
|
|
|
16,078
|
|
|
16,105
|
|
|
17,071
|
|
|
17,059
|
|
|
15,438
|
|
|
159
|
|
|
—
|
|
|||||||||||
2011
|
|
18,822
|
|
|
19,948
|
|
|
26,343
|
|
|
27,509
|
|
|
22,359
|
|
|
22,616
|
|
|
23,376
|
|
|
23,506
|
|
|
21,469
|
|
|
29
|
|
|
—
|
|
|||||||||||
2012
|
|
|
|
14,697
|
|
|
18,443
|
|
|
19,426
|
|
|
21,898
|
|
|
18,673
|
|
|
19,850
|
|
|
20,260
|
|
|
19,578
|
|
|
2,023
|
|
|
82
|
|
||||||||||||
2013
|
|
|
|
|
|
17,806
|
|
|
17,630
|
|
|
28,058
|
|
|
22,918
|
|
|
21,313
|
|
|
21,669
|
|
|
21,735
|
|
|
2,429
|
|
|
131
|
|
|||||||||||||
2014
|
|
|
|
|
|
|
|
20,597
|
|
|
25,268
|
|
|
26,021
|
|
|
24,958
|
|
|
26,278
|
|
|
24,929
|
|
|
3,350
|
|
|
62
|
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
52,706
|
|
|
54,857
|
|
|
49,631
|
|
|
49,463
|
|
|
47,882
|
|
|
2,849
|
|
|
167
|
|
|||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
79,654
|
|
|
74,948
|
|
|
72,384
|
|
|
73,602
|
|
|
9,276
|
|
|
166
|
|
||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104,637
|
|
|
96,812
|
|
|
92,904
|
|
|
9,381
|
|
|
151
|
|
|||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
96,910
|
|
|
103,489
|
|
|
2,048
|
|
|
65
|
|
||||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,945
|
|
|
2,550
|
|
|
—
|
|
|||||||||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
503,107
|
|
|
$
|
34,605
|
|
|
$
|
824
|
|
||||||||||||||||
|
|
Cumulative paid loss and LAE, net of reinsurance
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
For the Year Ended December 31,
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
|
|
|
||||||||||||||||||||||
Accident Year:
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
|
|
||||||||||||||||||||||
2008
|
|
$
|
25,776
|
|
|
$
|
29,710
|
|
|
$
|
29,900
|
|
|
$
|
31,217
|
|
|
$
|
29,388
|
|
|
$
|
29,177
|
|
|
$
|
30,833
|
|
|
$
|
30,683
|
|
|
$
|
29,234
|
|
|
|
|
|
||||
2009
|
|
7,891
|
|
|
8,084
|
|
|
8,743
|
|
|
11,093
|
|
|
13,105
|
|
|
13,870
|
|
|
15,224
|
|
|
15,051
|
|
|
14,009
|
|
|
|
|
|
|||||||||||||
2010
|
|
12,373
|
|
|
12,332
|
|
|
13,012
|
|
|
15,375
|
|
|
15,748
|
|
|
16,058
|
|
|
16,919
|
|
|
16,786
|
|
|
15,285
|
|
|
|
|
|
|||||||||||||
2011
|
|
13,840
|
|
|
16,424
|
|
|
17,571
|
|
|
21,279
|
|
|
22,044
|
|
|
22,715
|
|
|
23,892
|
|
|
23,661
|
|
|
21,481
|
|
|
|
|
|
|||||||||||||
2012
|
|
|
|
10,308
|
|
|
14,031
|
|
|
16,033
|
|
|
16,936
|
|
|
17,946
|
|
|
18,205
|
|
|
18,685
|
|
|
17,559
|
|
|
|
|
|
||||||||||||||
2013
|
|
|
|
|
|
11,877
|
|
|
15,997
|
|
|
17,509
|
|
|
20,258
|
|
|
20,456
|
|
|
20,447
|
|
|
19,343
|
|
|
|
|
|
|||||||||||||||
2014
|
|
|
|
|
|
|
|
12,028
|
|
|
20,277
|
|
|
20,940
|
|
|
22,018
|
|
|
26,194
|
|
|
21,405
|
|
|
|
|
|
||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
28,929
|
|
|
45,208
|
|
|
42,631
|
|
|
41,962
|
|
|
44,179
|
|
|
|
|
|
|||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
42,795
|
|
|
69,805
|
|
|
65,452
|
|
|
63,234
|
|
|
|
|
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,903
|
|
|
80,726
|
|
|
80,735
|
|
|
|
|
|
|||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,539
|
|
|
86,455
|
|
|
|
|
|
||||||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,095
|
|
|
|
|
|
|||||||||||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
435,014
|
|
|
|
|
|
|||||||||||||||||||||
|
|
All outstanding liabilities prior to 2008, net of reinsurance
|
|
|
|
|
(2
|
)
|
|
|
|
|
||||||||||||||||||||||||||||||||
Total net reserves excluding impact of ADC
|
|
|
|
|
|
|
|
|
|
$
|
68,091
|
|
|
|
|
|
||||||||||||||||||||||||||||
Impact of ADC
|
|
|
|
|
|
|
|
|
|
(824
|
)
|
|
|
|
|
|||||||||||||||||||||||||||||
Total net reserves including impact of ADC
|
|
|
|
|
|
|
|
|
|
$
|
67,267
|
|
|
|
|
|
|
|
December 31, 2019
|
||||||||||
|
|
Total Net Reserves (including impact of ADC)
|
|
Reinsurance Recoverables on unpaid claims
|
|
Total Gross Reserves
|
||||||
Diversified Reinsurance
|
|
|
|
|
|
|
||||||
International
|
|
$
|
61,393
|
|
|
$
|
2,773
|
|
|
$
|
64,166
|
|
European Capital Solutions
|
|
32,536
|
|
|
—
|
|
|
32,536
|
|
|||
Other reconciling items
|
|
8,088
|
|
|
62,699
|
|
|
70,787
|
|
|||
Total Diversified Reinsurance - Segment
|
|
102,017
|
|
|
65,472
|
|
|
167,489
|
|
|||
|
|
|
|
|
|
|
||||||
AmTrust Reinsurance
|
|
|
|
|
|
|
||||||
Workers' Compensation
|
|
396,330
|
|
|
429,402
|
|
|
825,732
|
|
|||
General Liability
|
|
368,533
|
|
|
81,533
|
|
|
450,066
|
|
|||
Commercial Auto Liability
|
|
386,605
|
|
|
31,734
|
|
|
418,339
|
|
|||
European Hospital Liability
|
|
288,140
|
|
|
—
|
|
|
288,140
|
|
|||
All Other Lines
|
|
67,267
|
|
|
824
|
|
|
68,091
|
|
|||
Total
|
|
1,506,875
|
|
|
543,493
|
|
|
2,050,368
|
|
|||
Other reconciling items
|
|
207,593
|
|
|
14,457
|
|
|
222,050
|
|
|||
Total AmTrust Reinsurance - Segment
|
|
1,714,468
|
|
|
557,950
|
|
|
2,272,418
|
|
|||
Total reserves and LAE
|
|
$
|
1,816,485
|
|
|
$
|
623,422
|
|
|
$
|
2,439,907
|
|
b)
|
Claims duration disclosure
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
Gross and net premiums written
|
|
$
|
(581,001
|
)
|
|
$
|
1,886,280
|
|
Net premiums earned
|
|
364,711
|
|
|
1,928,208
|
|
||
Net loss and loss adjustment expenses
|
|
(402,679
|
)
|
|
(1,810,667
|
)
|
||
Commission and other acquisition expenses
|
|
(139,862
|
)
|
|
(622,495
|
)
|
i.
|
by lending funds of $167,975 at December 31, 2019 and 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. The interest income on the loan was approximately $6,983 for the year ended December 31, 2019 (2018 - $6,442) and the effective yield was 4.2% (2018 - 3.8%). 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 Reinsurance, AmTrust and AII, originally entered into on November 16, 2007, extending 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;
|
ii.
|
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 December 31, 2019 was approximately $1,155,955 (2018 - $3,650,418) and the accrued interest was $7,366 (2018 - $23,283). Please refer to "Note 4. (e) Investments" for additional information.
|
iii.
|
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 annual interest rate of 3.5%, subject to annual adjustment. At December 31, 2019, the balance of funds withheld was $575,000 and the accrued interest was $5,073. The interest income on the funds withheld receivable was approximately $19,572 for the year ended December 31, 2019.
|
|
December 31, 2019
|
||
2020
|
$
|
1,172
|
|
2021
|
741
|
|
|
2022
|
741
|
|
|
Discount for present value
|
(312
|
)
|
|
Total discounted operating lease liabilities
|
$
|
2,342
|
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
Numerator:
|
|
|
|
|
||||
Net loss from continuing operations
|
|
$
|
(109,362
|
)
|
|
$
|
(450,292
|
)
|
Net income from continuing operations attributable to noncontrolling interests
|
|
—
|
|
|
(219
|
)
|
||
Net loss attributable to Maiden from continuing operations
|
|
(109,362
|
)
|
|
(450,511
|
)
|
||
Dividends on preference shares – Series A, C and D
|
|
—
|
|
|
(25,636
|
)
|
||
Amount allocated to participating common shareholders(1)
|
|
—
|
|
|
(17
|
)
|
||
Loss attributable to Maiden common shareholders, before discontinued operations
|
|
(109,362
|
)
|
|
(476,164
|
)
|
||
Loss from discontinued operations, net of income tax expense
|
|
(22,541
|
)
|
|
(94,113
|
)
|
||
Net loss allocated to Maiden common shareholders
|
|
$
|
(131,903
|
)
|
|
$
|
(570,277
|
)
|
Denominator:
|
|
|
|
|
||||
Weighted average number of common shares – basic and diluted(2)
|
|
83,061,259
|
|
|
83,050,362
|
|
||
Basic and diluted loss from continuing operations per share attributable to Maiden common shareholders:
|
|
$
|
(1.32
|
)
|
|
$
|
(5.74
|
)
|
Basic and diluted loss from discontinued operations per share attributable to Maiden common shareholders
|
|
(0.27
|
)
|
|
(1.13
|
)
|
||
Basic and diluted loss per share attributable to Maiden common shareholders:
|
|
$
|
(1.59
|
)
|
|
$
|
(6.87
|
)
|
(1)
|
This represents dividends paid to the holders of non-vested restricted shares issued to the Company's employees under the Amended and Restated 2007 Share Incentive Plan. The 2018 amount excluded the share in undistributed losses during the year.
|
(2)
|
Please refer to "Note 13. Shareholders' Equity" and "Note 14. Share Compensation and Pension Plans" of the Notes to Consolidated Financial Statements for the terms and conditions of securities that could potentially be dilutive in the future.
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||
Outstanding shares – January 1
|
|
82,948,577
|
|
|
82,974,895
|
|
Issuance of vested restricted shares and restricted share units
|
|
223,101
|
|
|
198,983
|
|
Shares repurchased(1)
|
|
(23,220
|
)
|
|
(234,801
|
)
|
Exercise of options
|
|
—
|
|
|
9,500
|
|
Outstanding shares – December 31
|
|
83,148,458
|
|
|
82,948,577
|
|
(1)
|
In 2018, the Company repurchased 205,000 common shares under its share repurchase authorization. In addition, shares were repurchased from employees in respect of tax obligations arising from the vesting of restricted shares and performance based shares. See further details below in item (f).
|
For the Year Ended December 31, 2019
|
|
Change in net unrealized gains on investment
|
|
Foreign currency translation adjustments
|
|
Total
|
||||||
Beginning balance
|
|
$
|
(59,762
|
)
|
|
$
|
(5,932
|
)
|
|
$
|
(65,694
|
)
|
Other comprehensive income before reclassifications
|
|
97,198
|
|
|
1,772
|
|
|
98,970
|
|
|||
Amounts reclassified from AOCI to net income, net of tax
|
|
(15,440
|
)
|
|
—
|
|
|
(15,440
|
)
|
|||
Net current period other comprehensive income
|
|
81,758
|
|
|
1,772
|
|
|
83,530
|
|
|||
Ending balance, Maiden shareholders
|
|
$
|
21,996
|
|
|
$
|
(4,160
|
)
|
|
$
|
17,836
|
|
For the Year Ended December 31, 2018
|
|
Change in net unrealized gains on investment
|
|
Foreign currency translation adjustments
|
|
Total
|
||||||
Beginning balance
|
|
$
|
21,889
|
|
|
$
|
(8,583
|
)
|
|
$
|
13,306
|
|
Other comprehensive (loss) income before reclassifications
|
|
(108,726
|
)
|
|
2,651
|
|
|
(106,075
|
)
|
|||
Amounts reclassified from AOCI to net income, net of tax
|
|
27,075
|
|
|
—
|
|
|
27,075
|
|
|||
Net current period other comprehensive (loss) income
|
|
(81,651
|
)
|
|
2,651
|
|
|
(79,000
|
)
|
|||
Ending balance
|
|
(59,762
|
)
|
|
(5,932
|
)
|
|
(65,694
|
)
|
|||
Less: AOCI attributable to noncontrolling interest
|
|
—
|
|
|
(78
|
)
|
|
(78
|
)
|
|||
Ending balance, Maiden shareholders
|
|
$
|
(59,762
|
)
|
|
$
|
(5,854
|
)
|
|
$
|
(65,616
|
)
|
Consolidated Statements of Income Line Item that Includes Reclassification
|
|
For the Year Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Net realized gains (losses) on investment
|
|
$
|
15,605
|
|
|
$
|
(21,243
|
)
|
Net impairment losses recognized in earnings
|
|
(165
|
)
|
|
(5,832
|
)
|
||
Total before tax
|
|
15,440
|
|
|
(27,075
|
)
|
||
Income tax expense
|
|
—
|
|
|
—
|
|
||
Total after tax
|
|
$
|
15,440
|
|
|
$
|
(27,075
|
)
|
|
Number of
Share Options |
|
Weighted
Average Exercise Price |
|
Weighted Average Grant-Date Fair Value
|
|
Weighted
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value |
|
Range of
Exercise Prices |
|||||||
Outstanding, December 31, 2017
|
1,516,769
|
|
|
$
|
7.03
|
|
|
|
|
2.45 years
|
|
$
|
1,100
|
|
|
$3.28 - $13.98
|
||
Granted
|
275,000
|
|
|
$
|
7.07
|
|
|
$
|
1.36
|
|
|
|
|
|
|
$3.24 - $7.20
|
||
Exercised
|
(9,500
|
)
|
|
$
|
3.28
|
|
|
|
|
|
|
$
|
5,715
|
|
|
|
||
Expired
|
(1,038,510
|
)
|
|
$
|
6.50
|
|
|
|
|
|
|
|
|
|
||||
Forfeited
|
(85,935
|
)
|
|
$
|
7.23
|
|
|
|
|
|
|
|
|
|
||||
Outstanding, December 31, 2018
|
657,824
|
|
|
$
|
7.92
|
|
|
|
|
4.40 years
|
|
$
|
—
|
|
|
$3.24 - $13.98
|
||
Granted
|
7,500
|
|
|
$
|
1.31
|
|
|
$
|
0.25
|
|
|
|
|
|
|
|
||
Expired
|
(119,320
|
)
|
|
$
|
5.78
|
|
|
|
|
|
|
|
|
|
||||
Forfeited
|
(61,875
|
)
|
|
$
|
7.15
|
|
|
|
|
|
|
|
|
|
||||
Outstanding, December 31, 2019
|
484,129
|
|
|
$
|
8.44
|
|
|
|
|
3.63 years
|
|
$
|
—
|
|
|
$1.31 - $13.98
|
||
Total exercisable at December 31, 2019
|
390,379
|
|
|
$
|
8.90
|
|
|
|
|
2.53 years
|
|
$
|
—
|
|
|
$3.24 - $13.98
|
|
|
Non-Performance-Based Restricted Share Units
|
|
Non-Performance-Based Restricted Shares
|
|
Performance Based Restricted Share Units(1)
|
|||||||||||||||
|
|
Number of
Restricted Units |
|
Weighted Average Grant-Date Fair Value
|
|
Number of
Restricted Shares |
|
Weighted Average Grant-Date Fair Value
|
|
Number of
Restricted Units |
|
Weighted Average Grant-Date Fair Value
|
|||||||||
Non-vested at December 31, 2017
|
|
97,258
|
|
|
$
|
12.65
|
|
|
37,226
|
|
|
$
|
14.93
|
|
|
810,464
|
|
|
$
|
14.60
|
|
Awards granted
|
|
25,000
|
|
|
$
|
8.75
|
|
|
268,971
|
|
|
$
|
5.79
|
|
|
734,668
|
|
|
$
|
7.20
|
|
Awards vested
|
|
(71,928
|
)
|
|
$
|
12.47
|
|
|
(27,726
|
)
|
|
$
|
14.43
|
|
|
(99,931
|
)
|
|
$
|
13.88
|
|
Awards forfeited
|
|
(25,330
|
)
|
|
$
|
13.16
|
|
|
(17,500
|
)
|
|
$
|
9.36
|
|
|
(597,556
|
)
|
|
$
|
11.15
|
|
Non-vested at December 31, 2018
|
|
25,000
|
|
|
$
|
8.75
|
|
|
260,971
|
|
|
$
|
5.94
|
|
|
847,645
|
|
|
$
|
10.71
|
|
Awards granted
|
|
—
|
|
|
$
|
—
|
|
|
1,669,490
|
|
|
$
|
0.79
|
|
|
—
|
|
|
$
|
—
|
|
Awards vested
|
|
(25,000
|
)
|
|
$
|
8.75
|
|
|
(91,823
|
)
|
|
$
|
6.34
|
|
|
(83,751
|
)
|
|
$
|
13.16
|
|
Awards forfeited
|
|
—
|
|
|
$
|
—
|
|
|
(19,841
|
)
|
|
$
|
1.26
|
|
|
(763,894
|
)
|
|
$
|
10.44
|
|
Non-vested at December 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
1,818,797
|
|
|
$
|
1.24
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
For Performance Based Shares, the number of shares is stated at the maximum number that can be attained if the performance conditions are met. Forfeitures represent shares forfeited due to vesting below the maximum attainable as a result of the Company not fully meeting the performance conditions.
|
|
|
Maiden Reinsurance(1)
|
|
Maiden LF
|
|
Maiden GF
|
||||||
Statutory Capital and Surplus
|
|
|
|
|
|
|
||||||
December 31, 2019
|
|
$
|
921,984
|
|
|
$
|
10,234
|
|
|
$
|
8,902
|
|
December 31, 2018
|
|
869,883
|
|
|
7,588
|
|
|
6,182
|
|
|||
|
|
|
|
|
|
|
||||||
Statutory Net (Loss) Income
|
|
|
|
|
|
|
||||||
For the Year Ended December 31, 2019
|
|
$
|
(103,521
|
)
|
|
$
|
(785
|
)
|
|
$
|
408
|
|
For the Year Ended December 31, 2018
|
|
(389,373
|
)
|
|
(482
|
)
|
|
88
|
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
Loss from continuing operations before income taxes – Domestic (Bermuda)
|
|
$
|
(60,583
|
)
|
|
$
|
(424,667
|
)
|
Loss from continuing operations before income taxes – Foreign (U.S. and others)
|
|
(49,690
|
)
|
|
(25,184
|
)
|
||
Total loss from continuing operations before income taxes
|
|
$
|
(110,273
|
)
|
|
$
|
(449,851
|
)
|
|
|
|
|
|
||||
Current tax expense – Domestic (Bermuda)
|
|
$
|
—
|
|
|
$
|
—
|
|
Current tax expense – Foreign (U.S. and others)
|
|
112
|
|
|
501
|
|
||
Total current tax expense
|
|
$
|
112
|
|
|
$
|
501
|
|
|
|
|
|
|
||||
Deferred tax expense – Domestic (Bermuda)
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred tax benefit – Foreign (U.S. and others)
|
|
(1,023
|
)
|
|
(60
|
)
|
||
Total deferred tax benefit
|
|
$
|
(1,023
|
)
|
|
$
|
(60
|
)
|
|
|
|
|
|
||||
Total income tax (benefit) expense
|
|
$
|
(911
|
)
|
|
$
|
441
|
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
||||
Loss from continuing operations before income taxes
|
|
$
|
(110,273
|
)
|
|
$
|
(449,851
|
)
|
Less: income tax expense
|
|
(911
|
)
|
|
441
|
|
||
Net loss from continuing operations
|
|
$
|
(109,362
|
)
|
|
$
|
(450,292
|
)
|
Reconciliation of effective tax rate (% of income before income taxes)
|
|
|
|
|
||||
Bermuda tax rate
|
|
—
|
%
|
|
—
|
%
|
||
U.S. taxes at statutory rates
|
|
0.2
|
%
|
|
1.1
|
%
|
||
Valuation allowance in respect of U.S. taxes
|
|
0.7
|
%
|
|
(1.1
|
)%
|
||
Other jurisdictions
|
|
(0.1
|
)%
|
|
(0.1
|
)%
|
||
Actual tax rate
|
|
0.8
|
%
|
|
(0.1
|
)%
|
December 31,
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating losses
|
|
$
|
46,735
|
|
|
$
|
44,119
|
|
Capital loss carry-forward
|
|
6,338
|
|
|
12,345
|
|
||
Interest limitation
|
|
2,338
|
|
|
—
|
|
||
Others
|
|
513
|
|
|
548
|
|
||
Deferred tax assets before valuation allowance
|
|
55,924
|
|
|
57,012
|
|
||
Valuation allowance
|
|
55,569
|
|
|
56,326
|
|
||
Deferred tax assets, net
|
|
355
|
|
|
686
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Net unrealized gains on investment
|
|
96
|
|
|
33
|
|
||
Deferred tax liabilities
|
|
96
|
|
|
33
|
|
||
Net deferred tax asset
|
|
$
|
259
|
|
|
$
|
653
|
|
•
|
no dividend shall be paid or declared on our Common Shares, or any other junior shares (other than a dividend payable solely in junior shares); and
|
•
|
no Common Shares or other junior shares shall be purchased, redeemed or otherwise acquired for consideration by us, directly or indirectly (other than (1) as a result of a reclassification of junior shares for or into other junior shares, or the exchange or conversion of one junior share for or into another junior share, or (2) through the use of the proceeds of a substantially contemporaneous sale of junior shares, in each case as permitted by our bye-laws in effect on the date of issuance of the Series A Preference Shares, Series C Preference Shares or Series D Preference Shares, as applicable).
|
(1)
|
any tax, fee, duty, assessment or governmental charge of whatever nature that would not have been imposed but for the fact that such holder was a resident, citizen, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Series A Preference Shares, Series C Preference Shares or Series D Preference Shares, as applicable, or any Series A Preference Shares, Series C Preference Shares or Series D Preference Shares, as applicable, presented for payment more than 30 days after the Relevant Date. The “Relevant Date” means, in respect of any payment on such series, as applicable, the date on which such payment first becomes due and payable, but if the full amount of the moneys payable has not been received by the dividend disbursing agent on or prior to such due date, it means the first date on which, the full amount of such moneys having been so received and being available for payment to holders, notice to that effect shall have been duly given to the holders of the Series A Preference Shares, Series C Preference Shares or Series D Preference Shares, as applicable;
|
(2)
|
any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or any tax, assessment or other governmental charge that is payable otherwise than by withholding or deduction from payment of the liquidation preference of such series;
|
(3)
|
any tax, fee, assessment or other governmental charge that is payable otherwise than by withholding or deduction from payment of the liquidation preference of or any dividends on the Series A Preference Shares, Series C Preference Shares or Series D Preference Shares, as applicable;
|
(4)
|
any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the holder of such Series A Preference Shares, Series C Preference Shares or Series D Preference Shares to comply with any reasonable request by us addressed to the holder within 90 days of such request (1) to provide information concerning the nationality, citizenship, residence or identity of the holder or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge;
|
(5)
|
any withholding or deduction required to be made pursuant to any EU Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meetings of 26-27 November 2000, 3 June 2003 or any law implementing or complying with, or introduced in order to conform to, such EU Directive; or
|
(6)
|
any combination of items (1), (2), (3), (4) and (5).
|
•
|
the redemption date;
|
•
|
the number of preference shares of such series called for redemption to be redeemed and, if less than all the preference shares held by such holder are to be redeemed, the number of such preference shares to be redeemed from such holder;
|
•
|
the redemption price; and
|
•
|
that the shares should be delivered via book entry transfer or the place or places where holders may surrender certificates evidencing the shares of such series called for redemption for payment of the redemption price.
|
•
|
to cure any ambiguity, or to cure, correct or supplement any provision contained in the applicable Certificate of Designations for the Series A Preference Shares, Series C Preference Shares or Series D Preference Shares that may be defective or inconsistent; or
|
•
|
to make any provision with respect to matters or questions arising with respect to the Series A Preference Shares, Series C Preference Shares or Series D Preference Shares, as applicable, that is not inconsistent with the provisions of the applicable Certificate of Designations;
|
•
|
any tax, assessment or other governmental charge which would not have been imposed but for (1) the existence of any present or former connection between such holder (or between a fiduciary,
|
•
|
settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction (other than by reason of the mere ownership of, or receipt of payment under, the notes) including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (2) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later;
|
•
|
any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;
|
•
|
any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of (or in respect of) principal of, premium, if any, or any interest on, the notes;
|
•
|
any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the holder or the beneficial owner of the notes to comply with a request of the Payor addressed to the holder to provide information, documents or other evidence concerning the nationality, residence or identity of the holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the Relevant Tax Jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or
|
•
|
any combination of the above;
|
•
|
a change in or an amendment to the laws (including any regulations promulgated thereunder) of a Relevant Tax Jurisdiction, which change or amendment is announced: (1) in the case of Maiden NA, after the date of original issuance of the notes and (2) in the case of any successor to Maiden NA or the Company, after the date such successor becomes the successor to Maiden NA or the Company, as the case may be; or
|
•
|
any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced: (1) in the case of Maiden NA, after the date of original issuance of the notes and (2) in the case of any successor to Maiden NA or the Company, after the date such successor becomes the successor to Maiden NA or the Company, as the case may be,
|
•
|
issue, register the transfer of or exchange debt securities of any series during a period beginning at the opening of business 15 days before any selection of debt securities of that series of like tenor and terms to be redeemed and ending at the close of business on the day of that selection;
|
•
|
register the transfer of or exchange any registered security, or portion of any registered security, called for redemption, except the unredeemed portion of any registered security being redeemed in part; or
|
•
|
issue, register the transfer of or exchange a debt security which has been surrendered for repurchase at the option of the holder, except the portion, if any, of the debt security not to be repurchased.
|
•
|
a limited-purpose trust company organized under the New York Banking Law;
|
•
|
a “banking organization” within the meaning of the New York Banking Law;
|
•
|
a member of the Federal Reserve System;
|
•
|
a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and
|
•
|
a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
|
•
|
DTC notifies Maiden NA that it is unwilling or unable to continue as a depositary for the global debt securities of any series or if DTC ceases to be a clearing agency registered under the Exchange Act and a successor depositary is not appointed by Maiden NA within 90 days of the notification or of Maiden NA’s becoming aware of DTC’s ceasing to be so registered, as the case may be,
|
•
|
Maiden NA determines, in its sole discretion, not to have the debt securities of any series represented by one or more global debt securities, or
|
•
|
an Event of Default under the indenture has occurred and is continuing with respect to the debt securities of any series and DTC wishes to exchange such global debt securities for definitive certificated debt securities,
|
•
|
the principal amount of an original issue discount security that shall be deemed to be outstanding for these purposes shall be that portion of the principal amount of the original issue discount security that would be due and payable upon acceleration of the original issue discount security as of the date of the determination,
|
•
|
the principal amount of any Indexed Security that shall be deemed to be outstanding for these purposes shall be the principal amount of the Indexed Security determined on the date of its original issuance,
|
•
|
the principal amount of a debt security denominated in a foreign currency shall be the U.S. dollar equivalent, determined on the date of its original issuance, of the principal amount of the debt security, and
|
•
|
a debt security owned by Maiden NA or any obligor on the debt security or any affiliate of Maiden NA or such other obligor shall be deemed not to be outstanding.
|
•
|
in such transaction or transactions involving Maiden NA, either (1) Maiden NA shall be the continuing person (in the case of a merger) or (2) the successor person (if other than Maiden NA) formed by or resulting from the consolidation or amalgamation or merger or to which such sale, assignment, transfer, lease or other conveyance of all or substantially all of the properties and assets of Maiden NA is made, shall be a corporation organized and existing under the laws of the United States or Bermuda, and such successor person shall expressly assume the due and punctual payment of the principal of, premium, if any, and interest, if any, on all the debt securities outstanding under the indenture and the due and punctual performance of all of Maiden NA’s other obligations under the indenture and the debt securities outstanding thereunder, including any applicable exchange rights of holders;
|
•
|
in such transaction or transactions involving the Company, either (1) the Company shall be the continuing person (in the case of a merger) or (2) the successor person (if other than the Company) formed by or resulting from the consolidation or amalgamation or merger or to which such sale, assignment, transfer, lease or other conveyance of all or substantially all of the properties and assets of the Company is made, shall be a corporation organized and existing under the laws of the United States or Bermuda, and such successor person shall expressly assume the due and punctual performance of all of the Company’s obligations under the indenture and the debt securities outstanding thereunder;
|
•
|
immediately after giving effect to such transaction or transactions, no Event of Default under the indenture, and no event which, after notice or lapse of time or both would become an Event of Default under the indenture, shall have occurred and be continuing; and
|
•
|
the Trustee shall have received an officer’s certificate and opinion of counsel from Maiden NA or the Company, as applicable, to the effect that all conditions precedent provided for in the indenture have been satisfied.
|
(1)
|
the principal of and any premium and interest on (a) indebtedness of such person for money borrowed or (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such person is responsible or liable;
|
(2)
|
all capitalized lease obligations of such person;
|
(3)
|
all obligations of such person issued or assumed as the deferred purchased price of property, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);
|
(4)
|
all obligations of such person for the reimbursement of any obligor on any banker’s acceptance, bank guarantees, surety bonds or similar credit transaction; and
|
(5)
|
any amendments, modifications, refundings, renewals or extensions of any indebtedness or obligation described as Indebtedness in clauses (1) through (4) above;
|
(1)
|
failure to pay interest for 30 days after the date payment is due and payable on any debt security of that series;
|
(2)
|
failure to pay principal or premium, if any, on any debt security of that series when due, either at maturity, upon any redemption, by declaration or otherwise;
|
(3)
|
failure to make any sinking fund payment or payment under any analogous provision when due with respect to any debt security of that series;
|
(4)
|
other than in accordance with the terms of the indenture, the cessation of a guarantee of any debt security of that series to be in full force and effect, or the declaration of a guarantee of any debt security of that series to be null and void and unenforceable, or the finding of a guarantee of any debt security of that series to be invalid, or the denial by the Company, as guarantor, of its liability under its guarantee;
|
(5)
|
failure to perform any other covenant for 60 days after notice of such performance was required;
|
(6)
|
specified events of bankruptcy, insolvency, or reorganization with respect to Maiden NA, the Company or any Significant Subsidiary of Maiden NA or the Company; or
|
(7)
|
any other Event of Default established for the debt securities of that series.
|
•
|
change the stated maturity of the principal of, or premium, if any, or any installment of interest, if any, on or any Additional Amounts, if any, with respect to any debt securities, or
|
•
|
reduce the principal of or any premium on any debt securities or reduce the rate (or modify the calculation of such rate) of interest on or the redemption or repurchase price of any debt securities, or any Additional Amounts with respect to any debt securities, or change Maiden NA’s obligation to pay Additional Amounts, or
|
•
|
reduce the amount of principal of any original issue discount securities that would be due and payable upon acceleration of the maturity of any debt security, or
|
•
|
adversely affect any right of repayment or repurchase at the option of any holder, or
|
•
|
release the Company, as guarantor, from any of its obligations under its guarantee or the indenture other than in accordance with the terms of the indenture,
|
•
|
change any place where or the currency in which any debt securities are payable, or
|
•
|
adversely affect the right, if any, of holders to exchange any debt securities for other securities or property in accordance with their terms, or
|
•
|
impair the holder’s right to institute suit to enforce the payment of any debt securities on or after their stated maturity or the right to exchange any debt securities in accordance with their terms, or
|
•
|
reduce the percentage of the outstanding debt securities of any series whose holders must consent to any modification or amendment or any waiver of compliance with specific provisions of such indenture or specified defaults under the indenture and their consequences, or
|
•
|
reduce the requirements for a quorum or voting at a meeting of holders of the applicable debt securities,
|
•
|
without, in each case, obtaining the consent of the holder of each outstanding debt security affected by the modification or amendment.
|
•
|
to add to the Events of Default or covenants in a manner that benefits the holders of all or any series of debt securities issued under the indenture;
|
•
|
to provide for security of debt securities of any series or add guarantees;
|
•
|
to add to or change any provisions of the indenture to facilitate the issuance of bearer securities;
|
•
|
to establish the form or terms of debt securities of any series and any related coupons;
|
•
|
to cure any ambiguity or correct or supplement any provision in such indenture which may be defective or inconsistent with other provisions in the indenture, or to make any other provisions with respect to matters or questions arising under the indenture, or to make any change necessary to comply with any requirement of the SEC in connection with the indenture under the Trust Indenture Act, in each case which shall not adversely affect the interests of the holders of any series of debt securities;
|
•
|
to amend or supplement any provision contained in the indenture, provided that the amendment or supplement does not apply to any outstanding debt securities issued before the date of the amendment or supplement and entitled to the benefits of that provision; or
|
•
|
to conform the terms of the indenture or the debt securities to the description thereof contained in any prospectus or other offering document or memorandum relating to the offer and sale of those debt securities.
|
•
|
either
|
(A)
|
all outstanding debt securities of that series and, in the case of bearer securities, all related coupons have been delivered to the Trustee for cancellation, subject to exceptions, or
|
(B)
|
all debt securities of that series and, if applicable, any related coupons have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year, and Maiden NA has deposited with the Trustee, in trust, funds in the currency in which the debt securities of that series are payable in an amount sufficient to pay the entire indebtedness on the debt securities of that series and, if applicable, related coupons, including the principal thereof and, premium, if any, and interest, if any, thereon, and, to the extent that (x) the debt securities of that series provide for the payment of Additional Amounts and (y) the amount of any Additional Amounts which are or will be payable is at the time of deposit reasonably determinable by Maiden NA, in the exercise of its sole discretion, those Additional Amounts, to the date of such deposit, if the debt securities of that series have become due and payable, or to the maturity or redemption date of the debt securities of that series, as the case may be;
|
•
|
Maiden NA has paid all other sums payable under the indenture with respect to the debt securities of that series (including amounts payable to the Trustee); and
|
•
|
the Trustee has received an officers’ certificate and an opinion of counsel to the effect that all conditions precedent to the satisfaction and discharge of the indenture have been satisfied.
|
•
|
to defease and discharge itself and the Company, as guarantor, from any and all obligations with respect to those debt securities (“full defeasance”), except for, among other things:
|
(1)
|
the obligation to pay Additional Amounts, if any, upon the occurrence of specified events of taxation, assessment, or governmental charge with respect to payments on those debt securities to the extent that those Additional Amounts exceed the amount deposited in respect of those amounts as provided below;
|
(2)
|
the obligations to register the transfer or exchange of those debt securities;
|
(3)
|
the obligation to replace temporary or mutilated, destroyed, lost, or stolen debt securities;
|
(4)
|
the obligation to maintain an office or agency in respect of those debt securities;
|
(5)
|
the obligation to hold moneys for payment in respect of those debt securities in trust; and
|
(6)
|
the obligation, if applicable, to repurchase those debt securities at the option of the holders thereof or to exchange those debt securities for other securities or property in accordance with their terms, or
|
•
|
to be released from its obligations and to release the Company, as guarantor, of its obligations with respect to those debt securities under certain covenants in the indenture and, if applicable, other covenants as may be specified in the applicable prospectus supplement, and any omission to comply with those obligations shall not constitute a default or an Event of Default with respect to those debt securities (“covenant defeasance”),
|
•
|
in either case upon the irrevocable deposit with the Trustee, or other qualifying Trustee, in trust for that purpose, of an amount in the currency in which those debt securities are payable at maturity or, if applicable, upon redemption, and/or government obligations which through the payment of principal and interest in accordance with their terms will provide money, in an amount sufficient to pay the principal of and any premium and any interest on, and, to the extent that (x) those debt securities provide for the payment of Additional Amounts and (y) the amount of the Additional Amounts which are or will be payable is at the time of deposit reasonably determinable by Maiden NA, in the exercise of its sole discretion, the Additional Amounts with respect to, those debt securities, and any mandatory sinking fund or analogous payments on those debt securities, on the due dates for those payments, whether at maturity, upon redemption, upon repayment at the option of the holder or otherwise.
|
•
|
it shall not result in a breach or violation of, or constitute a default under, the indenture or any other material agreement or instrument to which Maiden NA, the Company, as guarantor, or any of their subsidiaries are a party or are bound;
|
•
|
in the case of full defeasance, Maiden NA shall have delivered to the Trustee an opinion of independent counsel reasonably acceptable to the Trustee confirming that:
|
(A)
|
Maiden NA has received from, or there has been published by, the Internal Revenue Service a ruling; or
|
(B)
|
since the date of the indenture, there has been a change in applicable federal income tax law,
|
•
|
in either case to the effect that, and based on this ruling or change the opinion of counsel shall confirm that, the holders of the debt securities of the applicable series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the full defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the defeasance had not occurred;
|
•
|
in the case of covenant defeasance, Maiden NA shall have delivered to the Trustee an opinion of independent counsel reasonably acceptable to the Trustee to the effect that the holders of the debt securities of the applicable series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the covenant defeasance had not occurred;
|
•
|
if the cash and government obligations deposited are sufficient to pay the outstanding debt securities of the applicable series on a particular redemption date, Maiden NA shall have given the Trustee irrevocable instructions to redeem those debt securities on that date;
|
•
|
no Event of Default or default which with notice or lapse of time or both would become an Event of Default with respect to debt securities of the applicable series shall have occurred and be continuing on the date of the deposit into trust; and, solely in the case of full defeasance, no Event of Default arising from specified events of bankruptcy, insolvency, or reorganization with respect to Maiden NA, the Company, as guarantor, or any of their Significant Subsidiaries or default which with notice or lapse of time or both would become such an Event of Default shall have occurred and be continuing during the period ending on the 91st day after the date of the deposit into trust; and
|
•
|
Maiden NA shall have delivered to the Trustee an officers’ certificate and legal opinion to the effect that all conditions precedent to the full defeasance or covenant defeasance, as the case may be, have been satisfied.
|
•
|
any tax, assessment or other governmental charge which would not have been imposed but for (1) the existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction (other than by reason of the mere ownership of, or receipt of payment under, the notes) including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (2) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later;
|
•
|
any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;
|
•
|
any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of (or in respect of) principal of, premium, if any, or any interest on, the notes;
|
•
|
any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the holder or the beneficial owner of the notes to comply with a request of the Payor addressed to the holder to provide information, documents or other evidence concerning the nationality, residence or identity of the holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the Relevant Tax Jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;
|
•
|
any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements (the Foreign Account Tax Compliance Act, or “FATCA”) or any successor provisions and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
|
•
|
any combination of the above;
|
•
|
a change in or an amendment to the laws (including any regulations promulgated thereunder) of a Relevant Tax Jurisdiction, which change or amendment is announced: (1) in the case of the Company, after the date of original issuance of the notes and (2) in the case of any successor to the Company, after the date such successor becomes the successor to the Company; or
|
•
|
any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced: (1) in the case of the Company, after the date of original issuance of the notes and (2) in the case of any successor to the Company, after the date such successor becomes the successor to the Company,
|
•
|
issue, register the transfer of or exchange debt securities of any series during a period beginning at the opening of business 15 days before any selection of debt securities of that series of like tenor and terms to be redeemed and ending at the close of business on the day of that selection;
|
•
|
register the transfer of or exchange any registered security, or portion of any registered security, called for redemption, except the unredeemed portion of any registered security being redeemed in part; or
|
•
|
issue, register the transfer of or exchange a debt security which has been surrendered for repurchase at the option of the holder, except the portion, if any, of the debt security not to be repurchased.
|
•
|
a limited-purpose trust company organized under the New York Banking Law;
|
•
|
a “banking organization” within the meaning of the New York Banking Law;
|
•
|
a member of the Federal Reserve System;
|
•
|
a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and
|
•
|
a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
|
•
|
DTC notifies the Company that it is unwilling or unable to continue as a depositary for the global debt securities of any series or if DTC ceases to be a clearing agency registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of the notification or of the Company’s becoming aware of DTC’s ceasing to be so registered, as the case may be,
|
•
|
the Company determines, in its sole discretion, not to have the debt securities of any series represented by one or more global debt securities, or
|
•
|
an Event of Default under the Maiden Indenture has occurred and is continuing with respect to the debt securities of any series and DTC wishes to exchange such global debt securities for definitive certificated debt securities,
|
•
|
the principal amount of an original issue discount security that shall be deemed to be outstanding for these purposes shall be that portion of the principal amount of the original issue discount security that would be due and payable upon acceleration of the original issue discount security as of the date of the determination,
|
•
|
the principal amount of any Indexed Security that shall be deemed to be outstanding for these purposes shall be the principal amount of the Indexed Security determined on the date of its original issuance,
|
•
|
the principal amount of a debt security denominated in a foreign currency shall be the U.S. dollar equivalent, determined on the date of its original issuance, of the principal amount of the debt security, and
|
•
|
a debt security owned by the Company or any obligor on the debt security or any affiliate of the Company or such other obligor shall be deemed not to be outstanding.
|
•
|
in such transaction or transactions involving the Company, either (1) the Company shall be the continuing person (in the case of a merger) or (2) the successor person (if other than the Company) formed by or resulting from the consolidation or amalgamation or merger or to which such sale, assignment, transfer, lease or other conveyance of all or substantially all of the properties and assets of the Company is made, shall be a corporation organized and existing under the laws of the United States or Bermuda, and such successor person shall expressly assume the due and punctual payment of the principal of, premium, if any, and interest, if any, on all the debt securities outstanding under the Maiden Indenture and the due and punctual performance of all of the Company’s other obligations under the Maiden Indenture and the debt securities outstanding thereunder, including any applicable exchange rights of holders;
|
•
|
immediately after giving effect to such transaction or transactions, no Event of Default under the Maiden Indenture, and no event which, after notice or lapse of time or both would become an Event of Default under the Maiden Indenture, shall have occurred and be continuing; and
|
•
|
the Trustee shall have received an officer’s certificate and opinion of counsel from the Company to the effect that all conditions precedent provided for in the Maiden Indenture have been satisfied.
|
(1)
|
the principal of and any premium and interest on (a) indebtedness of such person for money borrowed or (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such person is responsible or liable;
|
(2)
|
all capitalized lease obligations of such person;
|
(3)
|
all obligations of such person issued or assumed as the deferred purchased price of property, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);
|
(4)
|
all obligations of such person for the reimbursement of any obligor on any banker’s acceptance, bank guarantees, surety bonds or similar credit transaction; and
|
(5)
|
any amendments, modifications, refundings, renewals or extensions of any indebtedness or obligation described as Indebtedness in clauses (1) through (4) above;
|
(i)
|
all Indebtedness of others secured by any mortgage, pledge, lien, security interest or other encumbrance on any property or asset of such person (whether or not such Indebtedness is assumed by such person);
|
(ii)
|
to the extent not otherwise included, any guarantee by such person of Indebtedness of any other person; and
|
(iii)
|
preferred stock or other equity interests providing for mandatory redemption or sinking fund or similar payments issued by any subsidiary of such person.
|
(1)
|
failure to pay interest for 30 days after the date payment is due and payable on any debt security of that series;
|
(2)
|
failure to pay principal or premium, if any, on any debt security of that series when due, either at maturity, upon any redemption, by declaration or otherwise;
|
(3)
|
failure to make any sinking fund payment or payment under any analogous provision when due with respect to any debt security of that series;
|
(4)
|
failure to perform any other covenant for 60 days after notice of such performance was required;
|
(5)
|
specified events of bankruptcy, insolvency, or reorganization with respect to the Company or any Significant Subsidiary of the Company; or
|
(6)
|
any other Event of Default established for the debt securities of that series.
|
•
|
change the stated maturity of the principal of, or premium, if any, or any installment of interest, if any, on or any Additional Amounts, if any, with respect to any debt securities, or
|
•
|
reduce the principal of or any premium on any debt securities or reduce the rate (or modify the calculation of such rate) of interest on or the redemption or repurchase price of any debt securities, or any Additional Amounts with respect to any debt securities, or change the Company’s obligation to pay Additional Amounts, or
|
•
|
reduce the amount of principal of any original issue discount securities that would be due and payable upon acceleration of the maturity of any debt security, or
|
•
|
adversely affect any right of repayment or repurchase at the option of any holder, or
|
•
|
change any place where or the currency in which any debt securities are payable, or
|
•
|
adversely affect the right, if any, of holders to exchange any debt securities for other securities or property in accordance with their terms, or
|
•
|
impair the holder’s right to institute suit to enforce the payment of any debt securities on or after their stated maturity or the right to exchange any debt securities in accordance with their terms, or
|
•
|
reduce the percentage of the outstanding debt securities of any series whose holders must consent to any modification or amendment or any waiver of compliance with specific provisions of such Maiden Indenture or specified defaults under the Maiden Indenture and their consequences, or
|
•
|
reduce the requirements for a quorum or voting at a meeting of holders of the applicable debt securities,
|
•
|
without, in each case, obtaining the consent of the holder of each outstanding debt security affected by the modification or amendment.
|
•
|
to add to the Events of Default or covenants in a manner that benefits the holders of all or any series of debt securities issued under the Maiden Indenture;
|
•
|
to provide for security of debt securities of any series or add guarantees;
|
•
|
to add to or change any provisions of the Maiden Indenture to facilitate the issuance of bearer securities;
|
•
|
to establish the form or terms of debt securities of any series and any related coupons;
|
•
|
to cure any ambiguity or correct or supplement any provision in such Maiden Indenture which may be defective or inconsistent with other provisions in the Maiden Indenture, or to make any other provisions with respect to matters or questions arising under the Maiden Indenture, or to make any change necessary to comply with any requirement of the SEC in connection with the Maiden Indenture under the Trust Indenture Act, in each case which shall not adversely affect the interests of the holders of any series of debt securities;
|
•
|
to amend or supplement any provision contained in the Maiden Indenture, provided that the amendment or supplement does not apply to any outstanding debt securities issued before the date of the amendment or supplement and entitled to the benefits of that provision; or
|
•
|
to conform the terms of the Maiden Indenture or the debt securities to the description thereof contained in any prospectus or other offering document or memorandum relating to the offer and sale of those debt securities.
|
•
|
either
|
(A)
|
all outstanding debt securities of that series and, in the case of bearer securities, all related coupons have been delivered to the Trustee for cancellation, subject to exceptions, or
|
(B)
|
all debt securities of that series and, if applicable, any related coupons have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Company has deposited with the Trustee, in trust, funds in the currency in which the debt securities of that series are payable in an amount sufficient to pay the entire indebtedness on the debt securities of that series and, if applicable, related coupons, including the principal thereof and, premium, if any, and interest, if any, thereon, and, to the extent that (x) the debt securities of that series provide for the payment of Additional Amounts and (y) the amount of any Additional Amounts which are or will be payable is at the time of deposit reasonably determinable by the Company, in the exercise of its sole discretion, those Additional Amounts, to the date of such deposit, if the debt securities of that series have become due and payable, or to the maturity or redemption date of the debt securities of that series, as the case may be;
|
•
|
the Company has paid all other sums payable under the Maiden Indenture with respect to the debt securities of that series (including amounts payable to the Trustee); and
|
•
|
the Trustee has received an officers’ certificate and an opinion of counsel to the effect that all conditions precedent to the satisfaction and discharge of the Maiden Indenture have been satisfied.
|
•
|
to defease and discharge itself from any and all obligations with respect to those debt securities (“full defeasance”), except for, among other things:
|
(1)
|
the obligation to pay Additional Amounts, if any, upon the occurrence of specified events of taxation, assessment, or governmental charge with respect to payments on those debt securities to the extent that those Additional Amounts exceed the amount deposited in respect of those amounts as provided below;
|
(2)
|
the obligations to register the transfer or exchange of those debt securities;
|
(3)
|
the obligation to replace temporary or mutilated, destroyed, lost, or stolen debt securities;
|
(4)
|
the obligation to maintain an office or agency in respect of those debt securities;
|
(5)
|
the obligation to hold moneys for payment in respect of those debt securities in trust; and
|
(6)
|
the obligation, if applicable, to repurchase those debt securities at the option of the holders thereof or to exchange those debt securities for other securities or property in accordance with their terms, or
|
•
|
to be released from its obligations with respect to those debt securities under certain covenants in the Maiden Indenture and, if applicable, other covenants as may be specified in the applicable prospectus supplement, and any omission to comply with those obligations shall not constitute a default or an Event of Default with respect to those debt securities (“covenant defeasance”),
|
•
|
in either case upon the irrevocable deposit with the Trustee, or other qualifying Trustee, in trust for that purpose, of an amount in the currency in which those debt securities are payable at maturity or, if applicable, upon redemption, and/or government obligations which through the payment of principal and interest in accordance with their terms will provide money, in an amount sufficient to pay the principal of and any premium and any interest on, and, to the extent that (x) those debt securities provide for the payment of Additional Amounts and (y) the amount of the Additional Amounts which are or will be payable is at the time of deposit reasonably determinable by the Company, in the exercise of its sole discretion, the Additional Amounts with respect to, those debt securities, and any mandatory sinking fund or analogous payments on those debt securities, on the due dates for those payments, whether at maturity, upon redemption, upon repayment at the option of the holder or otherwise.
|
•
|
it shall not result in a breach or violation of, or constitute a default under, the Maiden Indenture or any other material agreement or instrument to which the Company or any of its subsidiaries are a party or are bound;
|
•
|
in the case of full defeasance, the Company shall have delivered to the Trustee an opinion of independent counsel reasonably acceptable to the Trustee confirming that:
|
(A)
|
the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or
|
(B)
|
since the date of the Maiden Indenture, there has been a change in applicable federal income tax law,
|
•
|
in either case to the effect that, and based on this ruling or change the opinion of counsel shall confirm that, the holders of the debt securities of the applicable series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the full defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the defeasance had not occurred;
|
•
|
in the case of covenant defeasance, the Company shall have delivered to the Trustee an opinion of independent counsel reasonably acceptable to the Trustee to the effect that the holders of the debt securities of the applicable series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the covenant defeasance had not occurred;
|
•
|
if the cash and government obligations deposited are sufficient to pay the outstanding debt securities of the applicable series on a particular redemption date, the Company shall have given the Trustee irrevocable instructions to redeem those debt securities on that date;
|
•
|
no Event of Default or default which with notice or lapse of time or both would become an Event of Default with respect to debt securities of the applicable series shall have occurred and be continuing on the date of the deposit into trust; and, solely in the case of full defeasance, no Event of Default arising from specified events of bankruptcy, insolvency, or reorganization with respect to the Company or any of its Significant Subsidiaries or default which with notice or lapse of time or both would become such an Event of Default shall have occurred and be continuing during the period ending on the 91st day after the date of the deposit into trust; and
|
•
|
the Company shall have delivered to the Trustee an officers’ certificate and legal opinion to the effect that all conditions precedent to the full defeasance or covenant defeasance, as the case may be, have been satisfied.
|
Number of Months
From Award Date
|
Vested Percentage
|
0 up to 12
|
0.00%
|
12 up to 15
|
25.00%
|
15 up to 18
|
31.25%
|
18 up to 21
|
37.50%
|
21 up to 24
|
43.75%
|
24 up to 27
|
50.00%
|
27 up to 30
|
56.25%
|
30 up to 33
|
62.50%
|
33 up to 36
|
68.75%
|
36 up to 39
|
75.00%
|
39 up to 42
|
81.25%
|
42 up to 45
|
87.50%
|
45 up to 48
|
93.75%
|
48 through 10th
|
100.00%
|
Anniversary
|
|
Address:
|
Ideation House, 2nd Floor
|
1.
|
The section of this Contract entitled “Security” shall be deleted and the following substituted therefor:
|
(a)
|
120% of the Exposure; and
|
(b)
|
The amount of security required to offset the increase in the SCR that results from the changes in the SCR which arise out of the Re-Domestication as compared to the SCR calculation if the Reinsurer had remained domesticated in a Solvency II equivalent jurisdiction with a solvency ratio above 100% and provided collateral equivalent to 100% of the Exposure.
|
(i)
|
ceded unearned premium; plus
|
(ii)
|
ceded outstanding losses including IBNR, calculated by the Company at the best estimate level; plus
|
(iii)
|
balance of the ceded claims paid by the Company but not recovered from the Reinsurer; less
|
(iv)
|
ceded premium received by the Company and not yet passed onto the Reinsurer; plus
|
(v)
|
over-riding commission due from the Reinsurer to the Company on ceded unearned premium or ceded premium received by the Company and not yet passed onto the Reinsurer.
|
2
|
Solvency II Equivalence
|
i)
|
In the event that as of the end of any calendar quarter after the date of the Endorsement the Reinsurer;
|
(a)
|
is situated in a country whose solvency regime is deemed equivalent to that laid down in Directive 2009/138/EC in accordance with Article 172 or, with respect to AEL, the post-Brexit solvency regime as applicable to AEL; and
|
(b)
|
complies with the solvency requirements of that country, which for the purposes of this Endorsement shall mean an risk-based capital ratio of 300% of the Reinsurer’s Authorized Control Level or as otherwise defined in the EC Delegated Decision between the EC and the subject country or, with respect to AEL, as defined in the applicable post-Brexit equivalent to the EC Delegated Decision;
|
(i)
|
In the event that as of the end of any calendar quarter after the date of the Endorsement the Reinsurer;
|
(a)
|
is situated in a country whose solvency regime is deemed equivalent to that laid down in Directive 2009/138/EC in accordance with Article 172 or, with respect to AEL, the post-Brexit solvency regime as applicable to AEL; BUT
|
(b)
|
does not comply with the solvency requirements of that country; OR
|
1.
|
Paragraph A(5) of ARTICLE XXIII - SECURITY FOR REINSURER’S OBLIGATIONS is hereby deleted in its entirety and restated as follows:
|
2.
|
Paragraph B of ARTICLE XXIII - SECURITY FOR REINSURER’S OBLIGATIONS is hereby deleted in its entirety and restated as follows:
|
B.
|
The “Obligations” referred to herein means as of any date of determination the sum of:
|
(1)
|
The amount of Ultimate Net Loss ceded hereunder for which the Reinsurer is responsible to the Company but has not yet paid, including, without duplication, with respect to each Affiliate, the amount of ceded Ultimate Net Loss for which the Company is responsible to such Affiliate but has not yet paid;
|
(2)
|
The amount of ceded reserves hereunder for Ultimate Net Loss (including without limitation ceded reserves for claims reported but not resolved and losses incurred but not reported) for which the Reinsurer is responsible to the Company, including, without duplication, with respect to each Affiliate, the amount of ceded Ultimate Net Loss for which the Company is responsible to such Affiliate;
|
(3)
|
The amount of ceded reserves hereunder for Subject Premium, including, without duplication, with respect to each Affiliate, the amount of ceded reserves for unearned Affiliate Subject Premiums attributable to such Affiliate; and
|
(4)
|
The sum of (1), (2) and (3) multiplied by the Funding Percentage (“Excess Funding”).
|
3.
|
Paragraph C of ARTICLE XXIII - SECURITY FOR REINSURER’S OBLIGATIONS is hereby amended by the addition of sub-paragraph (6), which states as follows:
|
“(6)
|
In the event that the Company or an Affiliate determines to utilize security provided0by the Reinsurer pursuant to Paragraph A of this ARTICLE XXIII - SECURITY FOR REINSURER’S OBLIGATIONS, the Company shall and shall use commercially reasonable efforts to cause such Affiliate, to utilize the security in the priorities set forth on Schedule A to this Post-Termination Endorsement No. 2. Notwithstanding the foregoing, neither the Company nor any Affiliate shall be subject to the priorities set forth on Schedule A to the extent that such priorities would interfere with the Company’s or an Affiliate’s ability to obtain reimbursement or payment out of available security for the purposes set forth in Paragraph C(5), D(3) or any other provision of this ARTICLE XXIII - SECURITY FOR REINSURER’S OBLIGATIONS.”
|
4.
|
The definition of “Excess Funding Requirement” in Paragraph D(3) of ARTICLE XXIII - SECURITY FOR REINSURER’S OBLIGATIONS is deleted in its entirety and restated as follows:
|
Subsidiary
|
|
Note
|
|
Jurisdiction
|
Maiden Holdings, Ltd.
|
|
(1)
|
|
|
Maiden Reinsurance Ltd.
|
|
(2)
|
|
Bermuda
|
Maiden Holdings North America, Ltd.
|
|
|
|
Delaware
|
Maiden Re Insurance Services, LLC
|
|
(3)
|
|
Delaware
|
Maiden Global Servicing Company, LLC
|
|
(3)
|
|
Delaware
|
Maiden Life Försäkrings AB
|
|
|
|
Sweden
|
Maiden General Försäkrings AB
|
|
|
|
Sweden
|
Regulatory Capital Limited
|
|
|
|
Ireland
|
Maiden Global Holdings Ltd.
|
|
|
|
England
|
Maiden Australia Holdings PTY Ltd.
|
|
(4)
|
|
Australia
|
(1)
|
All subsidiaries are 100% wholly owned by Maiden Holdings, Ltd. unless otherwise noted.
|
(2)
|
65% owned by Maiden Holdings, Ltd. and 35% owned by Maiden Holdings North America, Ltd. Effective March 16, 2020, Maiden Reinsurance Ltd. is now domiciled in Vermont, United States.
|
(3)
|
100% wholly owned subsidiary of Maiden Holdings North America, Ltd.
|
(4)
|
100% wholly owned subsidiary of Maiden Global Holdings Ltd.
|
1.
|
I have reviewed this annual report on Form 10-K 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.
|
March 18, 2020
|
|
/s/ LAWRENCE F. METZ
|
|
|
|
Lawrence F. Metz
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K 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.
|
March 18, 2020
|
|
/s/ PATRICK J. HAVERON
|
|
|
|
Patrick J. Haveron
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
March 18, 2020
|
By:
|
/s/ LAWRENCE F. METZ
|
|
|
|
Lawrence F. Metz
|
|
|
|
President and Chief Executive Officer
|
|
March 18, 2020
|
By:
|
/s/ PATRICK J. HAVERON
|
|
|
|
Patrick J. Haveron
|
|
|
|
Chief Financial Officer
|
|