Item 2. Management’s Discussion and Analysis
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (this "Form 10-Q" or this "Report"). References in this Form 10-Q to the terms "we", "us", "our", "the Company" or other similar terms mean the consolidated operations of Maiden Holdings, Ltd. and its subsidiaries, unless the context requires otherwise. References in this Form 10-Q to the term "Maiden Holdings" means Maiden Holdings, Ltd. only. Certain reclassifications have been made for 2019 to conform to the 2020 presentation and have no impact on consolidated net income and total equity previously reported.
Note on Forward-Looking Statements
This Quarterly Report on Form 10-Q includes projections concerning financial information and statements concerning future economic performance and events, plans and objectives relating to management, operations, products and services, and assumptions underlying these projections and statements. These projections and statements are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 and are not historical facts but instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside our control. These projections and statements may address, among other things, our strategy for growth, product development, financial results and reserves. Our actual results and financial condition may differ, possibly materially, from these projections and statements and therefore you should not place undue reliance on them. Factors that could cause our actual results and financial condition to differ, possibly materially, from those in the specific projections and statements are discussed throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations and in "Risk Factors" in Item 1A of Part I of our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC") on March 18, 2020 , however, these factors should not be construed as exhaustive. Forward-looking statements speak only as of the date they are made and we undertake no obligation to update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.
35
Overview
Maiden Holdings is a Bermuda-based holding company, previously focused on serving the needs of regional and specialty insurers in the United States ("U.S."), Europe and select other global markets. We operate internationally providing branded auto and credit life insurance products through insurer partners to retail clients in the EU and other global markets through Maiden Global Holdings, Ltd. ("Maiden Global"). These products also produce reinsurance programs which are underwritten by Maiden Reinsurance Ltd. ("Maiden Reinsurance"). Certain international credit life business is written on a primary basis by Maiden Life Försäkrings AB ("Maiden LF") and general insurance business is written on a primary basis by Maiden General Försäkrings AB ("Maiden GF"). We are also running off the liabilities associated with AmTrust Financial Services, Inc. ("AmTrust") contracts terminated in early 2019 as discussed below. In addition, we are not actively underwriting reinsurance business. We have also entered into a retroactive reinsurance agreement and a commutation agreement that further reduces our exposure to and limits the potential volatility related to these AmTrust liabilities, which are discussed in "Note 1. Basis of Presentation" of the Notes to Condensed Consolidated Financial Statements included in Part I Item 1. "Financial Information".
As discussed in "Note 1. Basis of Presentation" of the Notes to Condensed Consolidated Financial Statements included in Part I Item 1. "Financial Information" and in Item 1. "Business" of our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 18, 2020 , the sale of Maiden Reinsurance North America, Inc. ("Maiden US") and the termination of both of our quota share contracts with AmTrust have materially reduced our gross and net premiums written since 2018 . We have significantly reduced our operating expenses and continue to take steps to reduce these costs further.
We expect to continue to re–evaluate our operating strategy during 2020 while leveraging the significant assets and capital we retain. In addition to restoring operating profitability, our strategic focus will center on creating the greatest risk-adjusted shareholder returns, whether via asset and capital management or active reinsurance underwriting, or a combination of both. Our present assessment of the reinsurance marketplace along with our current operating profile is that the risk-adjusted returns that may be produced via active reinsurance underwriting are likely to present more limited opportunities compared to other strategic initiatives which may produce greater shareholder value.
Our business consists of two reportable segments: Diversified Reinsurance and AmTrust Reinsurance. As a result of the strategic decision to divest all of our U.S. treaty reinsurance operations in 2018, we revised the composition of our reportable segments in the fourth quarter of 2018. Our Diversified Reinsurance segment now only consists of a portfolio of predominantly property and casualty reinsurance business focusing on regional and specialty property and casualty insurance companies located primarily in Europe. Our AmTrust Reinsurance segment includes the run-off of all business ceded by AmTrust to Maiden Reinsurance, primarily the AmTrust Quota Share and the European Hospital Liability Quota Share.
Recent Developments
Effective March 16, 2020, we re-domesticated our principal operating subsidiary, Maiden Reinsurance, to the State of Vermont in the United States. Maiden Reinsurance is now subject to the statutes and regulations of Vermont in the ordinary course of business. We have determined that re-domesticating Maiden Reinsurance to Vermont enables us to better align our capital and resources with our liabilities, which originate mostly in the United States, resulting in a more efficient structure.The re-domestication, in combination with the transactions completed pursuant to the Strategic Review, will continue to strengthen the Company’s capital position and solvency ratios. While the Vermont Department of Financial Regulation ("Vermont DFR") will be the group supervisor for the Company, the re-domestication did not apply to the parent holding company which remains a Bermuda-based holding company. Securities issued by Maiden Holdings were not affected by the re-domestication of Maiden Reinsurance to Vermont.
Concurrent with its re-domestication to Vermont on March 16, 2020, Maiden Holdings contributed as capital the remaining 65% of its ownership in Maiden Reinsurance to Maiden Holdings North America, Ltd. ("Maiden NA"). Maiden NA now owns 100% of Maiden Reinsurance. Maiden NA also maintains a portfolio of cash and fixed maturity investments, along with other strategic investments of $48.8 million at June 30, 2020 . We believe Maiden NA’s investments, including its ownership of Maiden Reinsurance, will create opportunities to utilize net operating loss carry-forwards ("NOLs") which total $213.3 million as of June 30, 2020 . These NOLs are not presently recognized as deferred tax assets as a full valuation allowance is currently carried against them. For further details please see Note 16 — Taxation included under Item 8 "Financial Statements and Supplementary Data" in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 18, 2020 . Taken together, the Company believes these measures should generate additional income for Maiden NA in a tax-efficient manner while sharing in the improvement in profitability anticipated in Maiden Reinsurance as a result of the measures enacted as part of the Strategic Review.
In addition to these changes regarding Maiden Reinsurance, since the third quarter of 2018, we have engaged in a series of strategic measures that have dramatically reduced the regulatory capital required to operate our business, materially strengthened our solvency ratios, and ceased active reinsurance underwriting. During that time, we significantly increased our estimate of ultimate losses and loss reserves while purchasing reinsurance protection against further loss reserve volatility and as a result, have improved the ultimate economic value of the Company.
We believe these measures have given the Company the ability to more flexibly allocate capital to those activities most likely to produce the greatest returns for shareholders, and the Company is actively engaged in evaluating opportunities, both individually and in the aggregate that it believes will accomplish that goal.
The measures we have taken were initiated in early 2018, when our Board of Directors initiated a review of strategic alternatives ("Strategic Review") to evaluate ways to increase shareholder value after a period of continuing higher than targeted combined ratios and lower returns on equity than expected. This Strategic Review resulted in a series of transactions that have transformed our operations and materially reduced the risk on our balance sheet. These transactions can be found in Part II of our Annual Report on Form 10-K for the year ended December 31, 2019 .
36
Please refer to " Management's Discussion and Analysis of Financial Condition and Results of Operations" section included under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019 for further information.
COVID-19 Pandemic
The continuing COVID-19 global pandemic has caused significant disruption to the economy and financial markets globally, and the full extent of the potential impacts of COVID-19 are not yet known. Circumstances caused by the COVID-19 pandemic are complex, uncertain and rapidly evolving. Our results of operations, financial condition, and liquidity and capital resources have been adversely impacted by the COVID-19 pandemic, and the future impact of the pandemic on our financial condition or results of operations is difficult to predict.
As described herein, the Company is not currently engaged in active reinsurance underwriting and is running off the remaining unearned exposures it has reinsured. Maiden Global’s business development teams partner with automobile manufacturers, dealer associations and local primary insurers to design and implement point of sale insurance programs which generate revenue for the auto manufacturer and insurance premiums for the primary insurer ("IIS unit"). Our IIS unit does write limited primary insurance coverages that could be exposed to COVID-19 claims. While we assess our exposure to COVID-19 insurance and reinsurance claims on our existing insurance exposures and remaining reinsurance exposures as limited and immaterial, given the uncertainty surrounding the COVID-19 pandemic and its impact on the insurance industry, our preliminary estimates of loss and loss adjustment expenses ("loss and LAE") and estimates of reinsurance recoverable arising from the COVID-19 pandemic may materially change. Maiden Reinsurance has not received any COVID-19 claims to date but our companies within our IIS unit have received a limited number of claims related to those coverages which it deems as immaterial. Unanticipated issues relating to claims and coverage may emerge, which could adversely affect our business by increasing the scope of coverage beyond our intent and/or increasing the frequency and severity of claims.
The Company's investment portfolio may be adversely impacted by unfavorable market conditions caused by the COVID-19 pandemic and we and our reinsurance subsidiaries may need additional capital to maintain compliance with regulatory capital requirements and/or be required to post additional collateral under existing reinsurance arrangements, which could reduce our liquidity. In addition, the Company may experience continued volatility in our results of operations which could negatively impact our financial condition and create a reduction in the amount of available distribution or dividend capacity from our regulated reinsurance subsidiaries, which would also reduce liquidity.
Please refer to the Liquidity and Capital Resources section for a further discussion of the impact of the COVID-19 pandemic on our liquidity and investment portfolio.
37
Three and Six Months Ended June 30, 2020 and 2019 Financial Highlights
For the Three Months Ended June 30,
2020
2019
Change
Summary Consolidated Statement of Income Data (unaudited):
($ in thousands except per share data)
Net income from continuing operations
$
9,212
$
3,976
$
5,236
Loss from discontinued operations, net of income tax
—
(19,389
)
19,389
Net income (loss)
9,212
(15,413
)
24,625
Basic and diluted earnings (loss) per common share (9) :
Net income (loss) attributable to common shareholders (2)(9)
0.11
(0.19
)
0.30
Gross premiums written
4,982
2,117
2,865
Net premiums earned
21,308
133,986
(112,678
)
Underwriting loss (3)
(17
)
(39,131
)
39,114
Net investment income
14,309
31,122
(16,813
)
Combined ratio (4)
131.8
%
136.1
%
(4.3
)
Non-GAAP measures:
Non-GAAP operating earnings (loss) (1)
$
1,222
$
(21,341
)
$
22,563
Non-GAAP operating earnings (loss) per share - attributable to common shareholders (1)(9)
0.01
(0.26
)
0.27
Annualized non-GAAP operating return on average common shareholders' equity (1)
11.5
%
(69.9
)%
81.4
For the Six Months Ended June 30,
2020
2019
Change
Summary Consolidated Statement of Income Data (unaudited):
($ in thousands except per share data)
Net income (loss) from continuing operations
$
30,073
$
(29,926
)
$
59,999
Loss from discontinued operations, net of income tax
—
(22,123
)
22,123
Net income (loss)
30,073
(52,049
)
82,122
Basic and diluted earnings (loss) per common share (9) :
Net income (loss) attributable to Maiden common shareholders (2)(9)
0.35
(0.63
)
0.98
Gross premiums written
16,716
(559,022
)
575,738
Net premiums earned
52,523
317,088
(264,565
)
Underwriting loss (3)
(3,710
)
(81,820
)
78,110
Net investment income
32,273
63,144
(30,871
)
Combined ratio (4)
131.7
%
132.5
%
(0.8
)
Non-GAAP measures:
Non-GAAP operating earnings (loss) (1)
$
4,354
$
(48,893
)
$
53,247
Non-GAAP operating earnings (loss) attributable to Maiden common shareholders (1)(9)
0.05
(0.59
)
0.64
Annualized non-GAAP operating return on average common shareholders' equity (1)
16.1
%
(91.8
)%
107.9
38
June 30, 2020
December 31, 2019
Change
Consolidated Financial Condition
($ in thousands except per share data)
Total investments and cash and cash equivalents (5)
$
1,613,070
$
1,974,544
$
(361,474
)
Total assets
3,213,436
3,568,196
(354,760
)
Reserve for loss and LAE
2,071,222
2,439,907
(368,685
)
Senior notes - principal amount
262,500
262,500
—
Common shareholders' equity
65,739
42,718
23,021
Shareholders' equity
530,739
507,718
23,021
Total capital resources (6)
793,239
770,218
23,021
Ratio of debt to total capital resources (12)
33.1
%
34.1
%
(1.0
)
Book Value calculations:
Book value per common share (7)
$
0.78
$
0.51
$
0.27
Accumulated dividends per common share
4.27
4.27
—
Book value per common share plus accumulated dividends
$
5.05
$
4.78
$
0.27
Change in book value per common share plus accumulated dividends
5.6
%
Diluted book value per common share (8)
$
0.76
$
0.50
$
0.26
Non-GAAP measures:
Adjusted book value per common share (10)
$
2.09
$
1.87
$
0.22
Adjusted Maiden shareholders' equity (11)
642,279
620,668
21,611
Adjusted total capital resources (11)
904,779
883,168
21,611
Ratio of debt to adjusted total capital resources (13)
29.0
%
29.7
%
(0.7
)
(1)
Non-GAAP operating earnings (loss), non-GAAP operating earnings (loss) per common share, and annualized non-GAAP operating return on average common equity and underwriting loss are non-GAAP financial measures. See " Key Financial Measures " for additional information.
(2)
Please refer to " Notes to Condensed Consolidated Financial Statements (unaudited) Note 12. Earnings per Common Share " for the calculation of basic and diluted income or loss 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 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 shares (assuming exercise of all dilutive share based awards). See " Key Financial Measures " for additional information.
(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 common shareholders' equity, adjusted for the estimated unamortized deferred gain on retroactive reinsurance, divided by the number of common shares outstanding. See " Key Financial Measures " for additional information.
(11)
Adjusted shareholders' equity and adjusted total capital resources are calculated by adding the estimated unamortized deferred gain on retroactive reinsurance to the GAAP shareholders' equity and GAAP total capital resources, respectively. The deferred gain arises from the LPT/ADC Agreement with Cavello relating to losses from the AmTrust Quota Share agreement. Under U.S. GAAP, the deferred gain shall be amortized over the estimated remaining settlement period. See " Key Financial Measures " for additional information.
(12)
Ratio of debt to total capital resources is calculated using the total principal amount of debt divided by the sum of total capital resources.
(13)
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.
39
Key Financial Measures
In addition to the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Income and Comprehensive Income, management uses certain key financial measures, some of which are non-GAAP measures, to evaluate the Company's financial performance and the overall growth in value generated for the Company’s common shareholders. Management believes that these measures, which may be defined differently by other companies, explain the Company’s results to investors in a manner that allows for a more complete understanding of the underlying trends in the Company’s business. The non-GAAP measures should not be viewed as a substitute for those determined in accordance with U.S. GAAP. The calculation of some of these key financial measures including the reconciliation of non-GAAP measures to the nearest GAAP measure and relevant discussions are found within Item 2 - "Management's Discussion and Analysis of Financial Condition and Results of Operations" on page 60. These key financial measures are:
Non-GAAP operating earnings (loss) and non-GAAP diluted operating earnings (loss) per common share : Management believes that the use of non-GAAP operating earnings (loss) and non-GAAP diluted operating earnings (loss) per common share enables investors and other users of the Company’s financial information to analyze its performance in a manner similar to how management analyzes performance. Management also believes that these measures generally follow industry practice therefore allowing the users of financial information to compare the Company’s performance with its industry peer group, and that the equity analysts and certain rating agencies which follow the Company, and the insurance industry as a whole, generally exclude these items from their analyses for the same reasons. Non-GAAP operating earnings (loss) should not be viewed as a substitute for U.S. GAAP net income (loss).
Non-GAAP operating earnings (loss) is an internal performance measure used by management as these measures focus on the underlying fundamentals of the Company's operations by excluding, on a recurring basis: (1) net realized gains or losses on investment; (2) total other-than-temporary impairment ("OTTI") losses; (3) foreign exchange and other gains or losses; and (4) the portion of favorable or unfavorable prior year reserve development for which we have ceded the risk under retroactive reinsurance agreements and related changes in amortization of the deferred gain losses. It also excludes on a non-recurring basis: (1) loss from discontinued operations, net of income tax and; (2) loss and related activity from our NGHC Quota Share run-off operations which was commuted in November 2019. We exclude net realized gains or losses on investment, OTTI losses and foreign exchange and other gains or losses as we believe these are influenced by market opportunities and other factors. We do not believe results from our NGHC Quota Share run-off operations commuted in November 2019, results from our discontinued operations, and ceded risks under retroactive reinsurance agreements are representative of our ongoing and future business. We believe all of these amounts are substantially independent of our business and any potential future underwriting process therefore including them would distort the analysis of underlying trends in our operations.
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. For purposes of these non-GAAP operating measures, the fee-generating business which is included in our Diversified Reinsurance segment, is considered part of the underwriting operations of the Company. Management believes that this measure is important in evaluating the underwriting performance of the Company and its segments. This measure is also a useful tool to measure the profitability of the Company separately from the investment results and is also a widely used performance indicator in the insurance industry. A reconciliation of the Company's underwriting results can be found in the Condensed Consolidated Financial Statements in the " Notes to Condensed Consolidated Financial Statements (unaudited) Note 3. Segment Information " included under Item 1. "Financial Statements" of this Quarterly Report on Form 10-Q.
Combined ratio is commonly used in the insurance and reinsurance industry in conjunction with underwriting income (loss) as a measure of underwriting profitability. Management measures underwriting results on an overall basis and for each segment on the basis of the combined ratio. The combined ratio is the sum of the net loss and LAE ratio and the expense ratio and the computations of each component are described below. A combined ratio under 100% indicates underwriting profitability, as the net loss and LAE, commission and other acquisition expenses and general and administrative expenses are less than the net premiums earned and other insurance revenue on that business. Please refer to " Notes to Condensed Consolidated Financial Statements (unaudited) Note 3. Segment Information " included under Item 1. "Financial Statements" of this Quarterly Report on Form 10-Q for further details.
While an important metric of success, underwriting loss and combined ratio do not reflect all components of profitability, as they do not recognize the impact of investment income earned on premiums between the time premiums are received and the time loss payments are ultimately paid to clients. Because we do not manage our cash and investments by segment, investment income and interest expense are not allocated to the reportable segments. Certain general and administrative expenses are generally allocated to segments based on actual costs incurred.
The " net loss and LAE ratio " is derived by dividing net loss and LAE by the sum of net premiums earned and other insurance revenue. The " commission and other acquisition expense ratio " is derived by dividing commission and other acquisition expenses by the sum of net premiums earned and other insurance revenue. The " general and administrative expense ratio " is derived by dividing general and administrative expenses by the sum of net premiums earned and other insurance revenue. The " expense ratio " is the sum of the commission and other acquisition expense ratio and the general and administrative expense ratio.
Non-GAAP Operating Return on Average Common Equity ("Non-GAAP Operating ROACE"): Management uses non-GAAP operating return on average common shareholders' equity as a measure of profitability that focuses on the return to common shareholders. It is calculated using non-GAAP operating earnings (loss) available to common shareholders (as defined above) divided by average common shareholders' equity.
40
Book Value per Common Share and Diluted Book Value per Common Share: Book value per common share and diluted book value per common share are non-GAAP measures. Management uses growth in both of these metrics as a prime measure of the value we are generating for our common shareholders, because management believes that growth in each metric ultimately results in growth in the Company’s common share price. These metrics are impacted by the Company’s net income and external factors, such as interest rates, which can drive changes in unrealized gains or losses on our investment portfolio, as well as share repurchases.
Ratio of Debt to Total Capital Resources: Management uses this non-GAAP measure to monitor the financial leverage of the Company. This measure is calculated using the total principal amount of debt divided by the sum of total capital resources.
Non-GAAP underwriting income (loss), Non-GAAP loss and LAE ratio, and Non-GAAP combined ratio: Management has further adjusted underwriting loss, as defined above, as well as the reported loss and LAE ratios and reported combined ratios by recognizing into income the unamortized deferred gain arising from the LPT/ADC Agreement. The deferred gain represents amounts estimated to be fully recoverable from Cavello and management believes adjusting for this shows the ultimate economic benefit of the LPT/ADC Agreement on Maiden's underwriting income (loss). We believe reflecting the economic benefit of this retroactive reinsurance agreement is helpful for understanding future trends in our operations.
Adjusted Total Shareholders' Equity, Adjusted Total Capital Resources, Ratio of debt to Adjusted Total Capital Resources and Adjusted Book Value per Common Share: Management has adjusted GAAP shareholders' equity by adding the unamortized deferred gain on retroactive reinsurance arising from the LPT/ADC Agreement to shareholders' equity. As a result, by virtue of this adjustment, management has also adjusted Total Capital Resources and computed the Ratio of debt to Adjusted Capital Resources and Adjusted Book Value per Common Share. The deferred gain represents amounts estimated to be fully recoverable from Cavello and management believes adjusting for this shows the ultimate economic benefit of the LPT/ADC Agreement. We believe reflecting the economic benefit of this retroactive reinsurance agreement is helpful to understand future trends in our operations, which will improve Maiden's shareholders' equity over the settlement period.
Certain Operating Measures
Refer to " Management's Discussion and Analysis of Financial Condition and Results of Operations " section included under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019 for a general discussion on " Certain Operating Measures" utilized by the Company.
Critical Accounting Policies and Estimates
The Company's critical accounting policies and estimates are discussed in " Management's Discussion and Analysis of Financial Condition and Results of Operations " section included under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019 , filed with the SEC on March 18, 2020 . The critical accounting policies and estimates should be read in conjunction with " Part I, Item 1 - Notes to Condensed Consolidated Financial Statements (unaudited) Note 2. Significant Accounting Policies " included in this Form 10-Q and " Notes to Consolidated Financial Statements Note 2. Significant Accounting Policies " included within the audited Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2019 , filed with the SEC on March 18, 2020 . There have been no material changes in the application of our critical accounting estimates subsequent to that report.
41
Results of Operations
The following table sets forth our selected unaudited Condensed Consolidated Statement of Income data for three and six months ended June 30, 2020 and 2019 :
For the Three Months Ended June 30,
For the Six Months Ended June 30,
($ in thousands)
2020
2019
2020
2019
Gross premiums written
$
4,982
$
2,117
$
16,716
$
(559,022
)
Net premiums written
$
4,090
$
(409
)
$
14,462
$
(561,939
)
Net premiums earned
$
21,308
$
133,986
$
52,523
$
317,088
Other insurance revenue
250
754
658
1,566
Net loss and LAE
(11,008
)
(121,561
)
(32,094
)
(274,250
)
Commission and other acquisition expenses
(8,154
)
(49,656
)
(20,127
)
(119,273
)
General and administrative expenses (1)
(2,413
)
(2,654
)
(4,670
)
(6,951
)
Underwriting loss (2)
(17
)
(39,131
)
(3,710
)
(81,820
)
Other general and administrative expenses (1)
(6,848
)
(9,504
)
(13,141
)
(21,826
)
Net investment income
14,309
31,122
32,273
63,144
Net realized gains on investment
8,875
24,086
19,913
12,985
Total other-than-temporary impairment losses
—
—
(1,506
)
—
Foreign exchange and other (losses) gains
(2,295
)
1,207
5,902
6,186
Interest and amortization expenses
(4,830
)
(4,830
)
(9,661
)
(9,659
)
Income tax benefit
18
1,026
3
1,064
Net income (loss) from continuing operations
9,212
3,976
30,073
(29,926
)
Loss from discontinued operations, net of income tax
—
(19,389
)
—
(22,123
)
Net income (loss)
$
9,212
$
(15,413
)
$
30,073
$
(52,049
)
Ratios
Net loss and LAE ratio (3)
51.0
%
90.2
%
60.4
%
86.1
%
Commission and other acquisition expense ratio (4)
37.8
%
36.9
%
37.8
%
37.4
%
General and administrative expense ratio (5)
43.0
%
9.0
%
33.5
%
9.0
%
Expense ratio (6)
80.8
%
45.9
%
71.3
%
46.4
%
Combined ratio (7)
131.8
%
136.1
%
131.7
%
132.5
%
(1)
Underwriting related general and administrative expenses is a non-GAAP measure. Please refer to "General and Administrative Expenses" below for additional information related to these corporate expenses and the reconciliation to those presented in our unaudited Condensed Consolidated Statements of Income.
(2)
Underwriting loss is a non-GAAP measure and is calculated as net premiums earned plus other insurance revenue less net loss and LAE, commission and other acquisition expenses and general and administrative expenses directly related to underwriting activities.
(3)
Calculated by dividing net loss and LAE by the sum of net premiums earned and other insurance revenue.
(4)
Calculated by dividing commission and other acquisition expenses by the sum of net premiums earned and other insurance revenue.
(5)
Calculated by dividing general and administrative expenses by the sum of net premiums earned and other insurance revenue.
(6)
Calculated by adding together commission and other acquisition expense ratio and general and administrative expense ratio.
(7)
Calculated by adding together net loss and LAE ratio and the expense ratio.
42
Net Income (Loss)
Net income for the three months ended June 30, 2020 was $9.2 million compared to a net loss of $15.4 million for the same period in 2019 . The net improvement in results for the three months ended June 30, 2020 compared to the same period in 2019 was primarily due to the following:
•
net income from continuing operations of $9.2 million compared to net income from continuing operations of $4.0 million for the same period in 2019 largely due to the following factors:
•
a negligible underwriting loss for the three months ended June 30, 2020 compared to $39.1 million in the same period in 2019 . The reduction in the underwriting loss was due to:
◦
the impact of lower loss ratios for current year premiums earned during the three months ended June 30, 2020 compared to the same period in 2019 ; and
◦
favorable prior year loss development of $0.1 million or 0.3 percentage points in the second quarter of 2020 compared to adverse prior year loss development of $26.0 million or 19.3 percentage points during the same period in 2019 which had been incurred primarily within AmTrust Reinsurance Segment.
The improved underwriting results were partially offset by the following:
•
lower realized gains on investment of $8.9 million for the three months ended June 30, 2020 compared to realized gains of $24.1 million for the same period in 2019 ;
•
a reduction in net investment income of $16.8 million or 54.0% for the three months ended June 30, 2020 compared to the same period in 2019 primarily due to the decline in average investable assets of 38.0% ; and
•
foreign exchange and other losses of $2.3 million for the three months ended June 30, 2020 compared to foreign exchange and other gains of $1.2 million for the same period in 2019 .
•
net income from discontinued operations of $0.0 million for the three months ended June 30, 2020 compared to a net loss from discontinued operations of $19.4 million for the same period in 2019 as a result of the Settlement and Commutation Agreement entered into by Maiden and Enstar on July 31, 2019 which caused a net additional loss of $16.7 million to be recognized.
Net income for the six months ended June 30, 2020 was $30.1 million compared to a net loss of $52.0 million for the same period in 2019 . The net improvement in results for the six months ended June 30, 2020 compared to the same period in 2019 was primarily due to the following:
•
net income from continuing operations of $30.1 million compared to net loss from continuing operations of $29.9 million for the same period in 2019 largely due to the following factors:
•
underwriting loss of $3.7 million compared to $81.8 million in the same period in 2019 . The reduction in the underwriting loss was due to:
◦
the impact of lower loss ratios for current year premiums earned during the six months ended June 30, 2020 compared to the same period in 2019 ; and
◦
favorable prior year loss development of $0.6 million or 1.1 percentage points in the first half of 2020 compared to adverse prior year loss development of $33.3 million or 10.5 percentage points during the same period in 2019 which had been incurred primarily within AmTrust Reinsurance Segment.
•
realized gains on investment of $19.9 million for the six months ended June 30, 2020 compared to realized gains of $13.0 million for the same period in 2019 .
The improved underwriting results and realized gains were partially offset by the following:
•
a reduction in net investment income of $30.9 million or 48.9% for the six months ended June 30, 2020 compared to the same period in 2019 , primarily due to the decline in average investable assets of 35.9% ; and
•
foreign exchange and other gains of $5.9 million for the six months ended June 30, 2020 compared to foreign exchange and other gains of $6.2 million for the same period in 2019 .
•
net income from discontinued operations of $0.0 million for the six months ended June 30, 2020 compared to a net loss from discontinued operations of $22.1 million for the same period in 2019 as a result of the Settlement and Commutation Agreement entered into by Maiden and Enstar on July 31, 2019 which caused a net additional loss of $16.7 million to be recognized.
43
Net Premiums Written
The tables below compare net premiums written by our reportable segments, reconciled to the total consolidated net premiums written for the three and six months ended June 30, 2020 and 2019 :
For the Three Months Ended June 30,
2020
2019
Change in
($ in thousands)
Total
Total
$
%
Diversified Reinsurance
$
8,553
$
8,718
$
(165
)
(1.9
)%
AmTrust Reinsurance
(4,463
)
(9,127
)
4,664
(51.1
)%
Total
$
4,090
$
(409
)
$
4,499
NM
For the Six Months Ended June 30,
2020
2019
Change in
($ in thousands)
Total
Total
$
%
Diversified Reinsurance
$
18,925
$
23,665
$
(4,740
)
(20.0
)%
AmTrust Reinsurance
(4,463
)
(585,604
)
581,141
(99.2
)%
Total
$
14,462
$
(561,939
)
$
576,401
(102.6
)%
NM - not meaningful
Net premiums written for the three and six months ended June 30, 2020 were $4,090 and $14,462 , respectively, compared to net premiums written of $(409) and $(561,939) in the same respective periods in 2019 due to the following:
•
Premiums written in the Diversified Reinsurance segment decreased by $0.2 million or 1.9% and $4.7 million or 20.0% for the three and six months ended June 30, 2020 , respectively, compared to the same respective periods in 2019 due to lower premiums written in German Auto programs within our IIS business.
•
There were no new written premiums within the AmTrust Reinsurance segment due to the termination of both the AmTrust Quota Share and the European Hospital Liability Quota Share effective January 1, 2019. For the three and six months ended June 30, 2020 and 2019 , the negative premiums written are primarily the result of return premium and other adjustments after the termination of the AmTrust contracts in 2019. In 2019, 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.
Please refer to the analysis below of our Diversified Reinsurance and AmTrust Reinsurance segments for further details.
Net Premiums Earned
Net premiums earned decreased by $112.7 million or 84.1% and $264.6 million or 83.4% for the three and six months ended June 30, 2020 , respectively, compared to the same respective periods in 2019 . The tables below compare net premiums earned by our reportable segments, reconciled to the total consolidated net premiums earned, for the three and six months ended June 30, 2020 and 2019 :
For the Three Months Ended June 30,
2020
2019
Change in
($ in thousands)
Total
% of Total
Total
% of Total
$
%
Diversified Reinsurance
$
11,527
54.1
%
$
22,472
16.8
%
$
(10,945
)
(48.7
)%
AmTrust Quota Share Reinsurance
9,781
45.9
%
111,514
83.2
%
(101,733
)
(91.2
)%
Total
$
21,308
100.0
%
$
133,986
100.0
%
$
(112,678
)
(84.1
)%
For the Six Months Ended June 30,
2020
2019
Change in
($ in thousands)
Total
% of Total
Total
% of Total
$
%
Diversified Reinsurance
$
24,058
45.8
%
$
47,764
15.1
%
$
(23,706
)
(49.6
)%
AmTrust Quota Share Reinsurance
28,465
54.2
%
269,324
84.9
%
(240,859
)
(89.4
)%
Total
$
52,523
100.0
%
$
317,088
100.0
%
$
(264,565
)
(83.4
)%
Net premiums earned in the AmTrust Reinsurance segment for the three and six months ended June 30, 2020 decreased by $101.7 million or 91.2% and $240.9 million or 89.4% , respectively, compared to the same respective periods in 2019 due to the terminations of the AmTrust Quota Share and European Hospital Liability Quota Share effective January 1, 2019. Please refer to the analysis of our AmTrust Reinsurance segment on page 49 for further discussion.
Net premiums earned in our Diversified Reinsurance segment for the three and six months ended June 30, 2020 decreased by $10.9 million or 48.7% and $23.7 million or 49.6% , respectively, compared to the same respective periods in 2019 driven by non-renewals in our European Capital Solutions business combined with reductions in quota share cessions for German Auto Programs within our IIS business. Please refer to the analysis of our Diversified Reinsurance segment on page 47 for further discussion.
44
Other Insurance Revenue
All of our Other Insurance Revenue is produced by our Diversified Reinsurance segment. Please refer to the analysis of our Diversified Reinsurance segment on page 48 for further discussion.
Net Investment Income
Net investment income decreased by $16.8 million or 54.0% and $30.9 million or 48.9% for the three and six months ended June 30, 2020 , respectively, compared to the same respective periods in 2019 , primarily due to the decline in average investable assets of 38.0% and 35.9% in those same respective periods. The decline in investable assets is largely due to the cessation of active reinsurance underwriting which materially reduced our revenues and is responsible for significant negative operating cash flows as we run-off our existing reinsurance liabilities. Lower investment income was also driven by the decline in average book yields to 2.3% and 2.5% for the three and six months ended June 30, 2020 , respectively, compared to 3.1% for the same respective periods in 2019 .
The following table details the Company's average investable assets and average book yield for the three and six months ended June 30, 2020 compared to the same respective periods in 2019 :
For the Three Months Ended June 30,
For the Six Months Ended June 30,
($ in thousands)
2020
2019
2020
2019
Average investable assets (1)
$
2,518,159
$
4,061,954
$
2,621,092
$
4,086,959
Average book yield (2)
2.3
%
3.1
%
2.5
%
3.1
%
(1)
The average of our total investments, cash, restricted cash and cash equivalents, funds withheld receivable and loan to related party held at each quarter-end during the period.
(2)
Ratio of net investment income over average investable assets at fair value.
Net Realized Gains on Investment
Net realized gains on investment were $8.9 million and $19.9 million for the three and six months ended June 30, 2020 , respectively, compared to net realized gains of $24.1 million and $13.0 million for the same respective periods in 2019 . The realized gains for the three and six months ended June 30, 2020 were primarily due to sales of corporate bonds during 2020 for the settlement of claim payments to AmTrust.
The net realized gains of $24.1 million and $13.0 million for the same respective periods in 2019 were driven by sales of corporate bonds during the second quarter in anticipation of completing and funding the LPT/ADC Agreement with Enstar. The year-to-date gains were partially offset by net investment losses realized on the non-cash transfer of corporate and other debt securities in the first quarter of 2019 related to the Partial Termination Amendment with AmTrust and the conversion of a portion of reinsurance trust assets held as collateral into a funds withheld receivable.
Net Impairment Losses Recognized in Earnings
The Company recognized $1.5 million of OTTI losses in earnings on two fixed maturity securities for the six months ended June 30, 2020 . There were no OTTI losses recognized during the three months ended June 30, 2020 and the three and six months ended June 30, 2019 .
Net Loss and LAE
Net loss and LAE decreased by $110.6 million and $242.2 million during the three and six months ended June 30, 2020 , respectively, compared to the same respective periods in 2019 largely due to the cessation of active reinsurance underwriting, including the termination of the AmTrust Reinsurance quota share agreements effective January 1, 2019.
The loss ratio for the second quarter of 2020 was modestly impacted by net favorable prior year reserve development of $0.1 million or 0.3 percentage points compared to net adverse prior year reserve development of $26.0 million or 19.3 percentage points during the same period in 2019 . The loss ratio for the six months ended June 30, 2020 was impacted by net favorable prior year reserve development of $0.6 million or 1.1 percentage points compared to net adverse prior year reserve development of $33.3 million or 10.5 percentage points during the same period in 2019 . The prior year development is discussed in greater detail in the individual segment discussion and analysis.
The net loss and LAE ratios decreased to 51.0% and 60.4% for the three and six months ended June 30, 2020 , respectively, compared to 90.2% and 86.1% for the same respective periods in 2019 primarily due to significant reduction in adverse prior year loss development resulting from the termination of the AmTrust Reinsurance quota share contracts effective January 1, 2019.
Commission and Other Acquisition Expenses
Commission and other acquisition expenses decreased by $41.5 million or 83.6% and $99.1 million or 83.1% for the three and six months ended June 30, 2020 , respectively, compared to the same respective periods in 2019 due to significantly lower earned premiums in both of our reportable segments. The commission and other acquisition expense ratio was 37.8% for both the three and six months ended June 30, 2020 , respectively, compared to 36.9% and 37.4% for the same respective periods in 2019 .
45
General and Administrative Expenses
General and administrative expenses include expenses which are segregated for analytical purposes as a component of underwriting income. General and administrative expenses for the three and six months ended June 30, 2020 and 2019 comprise:
For the Three Months Ended June 30,
For the Six Months Ended June 30,
($ in thousands)
2020
2019
2020
2019
General and administrative expenses – segments
$
2,413
$
2,654
$
4,670
$
6,951
General and administrative expenses – corporate
6,848
9,504
13,141
21,826
Total general and administrative expenses
$
9,261
$
12,158
$
17,811
$
28,777
Total general and administrative expenses decreased by $2.9 million , or 23.8% and $11.0 million or 38.1% for the three and six months ended June 30, 2020 , respectively, compared to the same respective periods in 2019 . The general and administrative expense ratio increased to 43.0% and 33.5% for the three and six months ended June 30, 2020 , respectively, from 9.0% for both the three and six months ended June 30, 2019 as a result of significantly lower earned premiums compared to the prior periods. Lower earned premiums was largely due to termination of the AmTrust Reinsurance quota share contracts effective January 1, 2019 and non-renewals within our International business in the Diversified Reinsurance segment.
The decreased corporate expenses for the three and six months ended June 30, 2020 compared to the same respective periods in 2019 were largely due to lower salary, benefits and other corporate expenses associated with the Strategic Review and related headcount reductions since 2018 .
Interest and Amortization Expenses
The interest and amortization expenses related to the outstanding senior notes issued by Maiden Holdings in 2016 and Maiden NA in 2013 ("Senior Notes") were $4.8 million and $9.7 million for the three and six months ended June 30, 2020 and 2019 , respectively.
Please refer to " Notes to Condensed Consolidated Financial Statements (unaudited) Note 7. Long Term Debt " for further details on the Senior Notes. The weighted average effective interest rate for the Senior Notes was 7.6% for the three and six months ended June 30, 2020 and 2019 , respectively.
Foreign Exchange and Other (Losses) Gains
Net foreign exchange and other amounted to $2.3 million losses and $5.9 million gains during the three and six months ended June 30, 2020 , respectively, compared to net foreign exchange and other gains of $1.2 million and $6.2 million for the same respective periods in 2019 .
Net foreign exchange gains of $6.3 million occurred during the six months ended June 30, 2020 due to the strengthening of the U.S. dollar on the re-measurement of net loss reserves and related liabilities denominated in euro.
Net foreign exchange and other gains of $6.2 million for the six months ended June 30, 2019 included $4.3 million of proceeds received from the sale of AVS and its related European subsidiaries to Allianz Partners on January 10, 2019. Excluding the gain of $4.3 million , net foreign exchange gains of $1.9 million were realized primarily attributable to the strengthening of the U.S. dollar on the re-measurement of net loss reserves and related liabilities mainly denominated in euro.
46
Underwriting Results by Reportable Segment
Diversified Reinsurance Segment
The underwriting results and associated ratios for our Diversified Reinsurance segment for the three and six months ended June 30, 2020 and 2019 were as follows:
For the Three Months Ended June 30,
For the Six Months Ended June 30,
($ in thousands)
2020
2019
2020
2019
Gross premiums written
$
9,687
$
11,244
$
21,421
$
26,582
Net premiums written
$
8,553
$
8,718
$
18,925
$
23,665
Net premiums earned
$
11,527
$
22,472
$
24,058
$
47,764
Other insurance revenue
250
754
658
1,566
Net loss and LAE
(6,038
)
(12,497
)
(13,079
)
(26,888
)
Commission and other acquisition expenses
(4,374
)
(8,147
)
(9,353
)
(17,408
)
General and administrative expenses
(1,746
)
(2,092
)
(3,359
)
(5,123
)
Underwriting (loss) income
$
(381
)
$
490
$
(1,075
)
$
(89
)
Ratios
Net loss and LAE ratio
51.3
%
53.8
%
52.9
%
54.5
%
Commission and other acquisition expense ratio
37.1
%
35.1
%
37.8
%
35.3
%
General and administrative expense ratio
14.8
%
9.0
%
13.6
%
10.4
%
Expense ratio
51.9
%
44.1
%
51.4
%
45.7
%
Combined ratio
103.2
%
97.9
%
104.3
%
100.2
%
The combined ratio for the three and six months ended June 30, 2020 increased to 103.2% and 104.3% , respectively, compared to 97.9% and 100.2% for the same respective periods in 2019 , largely due to declines in premium volume which increased the expense ratio. Please see the respective sections on net loss, commissions and administrative expenses for factors that have impacted the combined ratios in the discussion below.
Premiums — Gross premiums written decreased by $1.6 million or 13.8% and $5.2 million or 19.4% for the three and six months ended June 30, 2020 , respectively, compared to the same respective periods in 2019 . This was primarily due to lower premiums written in German Auto Programs in our IIS business during the three and six months ended June 30, 2020 . Net premiums written decreased by $0.2 million or 1.9% and $4.7 million or 20.0% during the three and six months ended June 30, 2020 compared to the same respective periods in 2019 mainly due to lower net premiums written in our German Auto programs within our IIS business as discussed above.
The tables below show net premiums written by line of business for the three and six months ended June 30, 2020 and 2019 :
For the Three Months Ended June 30,
2020
2019
Change in
($ in thousands)
Total
Total
$
%
Net Premiums Written
International
$
8,498
$
8,736
$
(238
)
(2.7
)%
Other
55
(18
)
73
NM
Total Diversified Reinsurance
$
8,553
$
8,718
$
(165
)
(1.9
)%
For the Six Months Ended June 30,
2020
2019
Change in
($ in thousands)
Total
Total
$
%
Net Premiums Written
International
$
18,870
$
23,683
$
(4,813
)
(20.3
)%
Other
55
(18
)
73
NM
Total Diversified Reinsurance
$
18,925
$
23,665
$
(4,740
)
(20.0
)%
NM - not meaningful
47
Net premiums earned decreased by $10.9 million or 48.7% and $23.7 million or 49.6% during the three and six months ended June 30, 2020 , respectively, compared to the same respective periods in 2019 primarily due to lower earned premiums from German Auto programs and non-renewals in our European Capital Solutions business since 2019 . The tables below show net premiums earned by line of business for the three and six months ended June 30, 2020 and 2019 :
For the Three Months Ended June 30,
2020
2019
Change in
($ in thousands)
Total
Total
$
%
Net Premiums Earned
International
$
11,472
$
22,490
$
(11,018
)
(49.0
)%
Other
55
(18
)
73
NM
Total Diversified Reinsurance
$
11,527
$
22,472
$
(10,945
)
(48.7
)%
For the Six Months Ended June 30,
2020
2019
Change in
($ in thousands)
Total
Total
$
%
Net Premiums Earned
International
$
24,003
$
47,782
$
(23,779
)
(49.8
)%
Other
55
(18
)
73
NM
Total Diversified Reinsurance
$
24,058
$
47,764
$
(23,706
)
(49.6
)%
NM - not meaningful
Other Insurance Revenue — Other insurance revenue, which represents fee income from our IIS business that is not directly associated with premium revenue assumed by the Company as well as other income earned from transitional services relating to the sale of Maiden US, decreased by $0.5 million or 66.8% and $0.9 million or 58.0% for the three and six months ended June 30, 2020 , respectively, compared to the same respective periods in 2019 . This was due to the sale of AVS and its subsidiaries on January 10, 2019 as a substantial portion of our fee income was generated by AVS and its subsidiaries in Germany and Austria through its point of sale producers in select OEM's dealerships.
The tables below show other insurance revenue by source for the three and six months ended June 30, 2020 and 2019 :
For the Three Months Ended June 30,
2020
2019
Change
($ in thousands)
%
International
$
239
$
325
$
(86
)
(26.5
)%
Other income
11
429
(418
)
(97.4
)%
Total Diversified Reinsurance
$
250
$
754
$
(504
)
(66.8
)%
For the Six Months Ended June 30,
2020
2019
Change
($ in thousands)
%
International
$
592
$
1,061
$
(469
)
(44.2
)%
Other income
66
505
(439
)
(86.9
)%
Total Diversified Reinsurance
$
658
$
1,566
$
(908
)
(58.0
)%
Net Loss and LAE — Net loss and LAE decreased by $6.5 million or 51.7% and $13.8 million or 51.4% for the three and six months ended June 30, 2020 , respectively, compared to the same respective periods in 2019 . Net loss and LAE ratio decreased to 51.3% and 52.9% for the three and six months ended June 30, 2020 , respectively, compared with 53.8% and 54.5% during the same respective periods in 2019 .
During the three months ended June 30, 2020 , the net loss and LAE ratio decreased by 2.5 percentage points compared to the same period in 2019 . The 2020 loss ratio was impacted by adverse prior year loss reserve development which was $0.4 million or 3.1 percentage points during the three months ended June 30, 2020 , compared to the impact of favorable development of $1.1 million or 4.5 percentage points on the loss ratio in 2019 . The loss development in 2020 was driven by adverse experience in specific German Auto programs while the loss development in 2019 was driven by favorable experience in German Auto programs.
During the six months ended June 30, 2020 , the net loss and LAE ratio decreased by 1.6 percentage points compared to the same period in 2019 . The 2020 loss ratio was impacted by favorable prior year loss reserve development which was $0.2 million or 0.7 percentage points during the six months ended June 30, 2020 , compared to the impact of favorable development of $2.1 million or 4.4 percentage points on the loss ratio in 2019 . The loss development in 2020 was driven by favorable experience in German Auto programs, while the favorable loss development in 2019 was due to favorable experience from facultative reinsurance run-off lines as well as German Auto programs.
48
The impact on the net loss and LAE ratios should be considered in conjunction with the commission and other acquisition expense ratio as changes to either ratio can be effected by changes in the mix of business and the impact of increases in the commission and other acquisition expense rates on pro-rata contracts with loss sensitive features. As a result of these factors, as well as the impact on the loss ratio described above, the combined ratio increased by 5.3 and 4.1 percentage points for the three and six months ended June 30, 2020 compared to the same respective periods in 2019 .
Commission and Other Acquisition Expenses — Commission and other acquisition expenses decreased by $3.8 million or 46.3% and $8.1 million or 46.3% for the three and six months ended June 30, 2020 , respectively, compared to the same respective periods in 2019 , largely as a result of the corresponding decrease in net premiums earned in this segment.
The commission and other acquisition expense ratio for the three and six months ended June 30, 2020 increased to 37.1% and 37.8% , respectively, compared to 35.1% and 35.3% for the same respective periods in 2019 , reflecting the change in the mix of pro rata versus excess of loss premiums written compared to the same respective periods in 2019 . Please refer to the preceding paragraph for other factors that can impact the combined ratio.
General and Administrative Expenses — General and administrative expenses decreased by $0.3 million or 16.5% and $1.8 million or 34.4% for the three and six months ended June 30, 2020 , respectively, compared to the same respective periods in 2019 . The general and administrative expense ratio increased to 14.8% and 13.6% for the three and six months ended June 30, 2020 , respectively, compared to 9.0% and 10.4% for the same respective periods in 2019 due to lower net premiums earned compared to prior periods.
The overall expense ratio (including commission and other acquisition expenses) for the three and six months ended June 30, 2020 increased to 51.9% and 51.4% compared to 44.1% and 45.7% for the same respective periods in 2019 largely as a result of lower premium revenue compared to the respective prior year periods.
AmTrust Reinsurance Segment
The AmTrust Reinsurance segment reported underwriting results of $0.4 million income and $2.6 million loss during the three and six months ended June 30, 2020 , respectively, compared to an underwriting loss of $39.6 million and $81.5 million in the same respective periods in 2019 . The improved underwriting results in the current year periods were primarily driven by a lower combined ratio on significantly lower earned premiums during the three and six months ended June 30, 2020 compared to the respective prior periods in 2019 .
The underwriting results and associated ratios for the AmTrust Reinsurance segment for the three and six months ended June 30, 2020 and 2019 were as follows:
For the Three Months Ended June 30,
For the Six Months Ended June 30,
($ in thousands)
2020
2019
2020
2019
Gross premiums written
$
(4,705
)
$
(9,127
)
$
(4,705
)
$
(585,604
)
Net premiums written
$
(4,463
)
$
(9,127
)
$
(4,463
)
$
(585,604
)
Net premiums earned
$
9,781
$
111,514
$
28,465
$
269,324
Net loss and LAE
(4,970
)
(109,088
)
(19,015
)
(247,158
)
Commission and other acquisition expenses
(3,780
)
(41,509
)
(10,774
)
(101,865
)
General and administrative expenses
(667
)
(562
)
(1,311
)
(1,828
)
Underwriting income (loss)
$
364
$
(39,645
)
$
(2,635
)
$
(81,527
)
Ratios
Net loss and LAE ratio
50.8
%
97.8
%
66.8
%
91.8
%
Commission and other acquisition expense ratio
38.6
%
37.2
%
37.8
%
37.8
%
General and administrative expense ratio
6.9
%
0.5
%
4.7
%
0.7
%
Expense ratio
45.5
%
37.7
%
42.5
%
38.5
%
Combined ratio
96.3
%
135.5
%
109.3
%
130.3
%
The combined ratio decreased 39.2 percentage points to 96.3% for the three months ended June 30, 2020 compared to 135.5% for the same period in 2019 partly due to the impact of favorable prior year loss development of $0.4 million or 4.3 percentage points during the second quarter of 2020 compared to the impact of adverse prior year development of $27.1 million or 24.3 percentage points for the same period in 2019 . Prior year favorable development in 2020 was primarily due to Workers Compensation partly offset by adverse development within Commercial Auto Liability. The adverse development in 2019 was primarily due to Commercial Auto Liability in accident years 2015 to 2018, partly offset by favorable development in Workers Compensation.
The combined ratio decreased 21.0 percentage points to 109.3% for the six months ended June 30, 2020 compared to 130.3% for the same period in 2019 partly due to the impact of favorable prior year loss development of $0.4 million or 1.5 percentage points during the first half of 2020 compared to the impact of adverse prior year development of $35.2 million or 13.1 percentage points for the same period in 2019 . Prior year favorable development in 2020 was primarily due to Workers Compensation partly
49
offset by adverse development within Commercial Auto Liability. The adverse development in 2019 was primarily due to Commercial Auto Liability in accident years 2014 to 2018, partly offset by favorable development in Workers Compensation.
Premiums — There were negative gross and net premiums written for the three and six months ended June 30, 2020 reflecting premium adjustments under the AmTrust Quota Share as of April 1, 2020. Furthermore, the termination of both the AmTrust Quota Share and the European Hospital Liability Quota Share as of January 1, 2019, led to no new business written under these contracts during 2020 .
In 2019 , the Partial Termination Amendment resulted in Maiden Reinsurance returning approximately $648.0 million in unearned premium to AII, or approximately $436.8 million net of applicable ceding commission and brokerage, which caused negative gross and net premiums written for the three and six months ended June 30, 2019 .
The tables below show net premiums written by category for the three and six months ended June 30, 2020 and 2019 :
For the Three Months Ended June 30,
2020
2019
($ in thousands)
Total
Total
Net Premiums Written
Small Commercial Business
$
(6,394
)
$
5,515
Specialty Program
477
(16,031
)
Specialty Risk and Extended Warranty
1,454
1,389
Total AmTrust Reinsurance
$
(4,463
)
$
(9,127
)
For the Six Months Ended June 30,
2020
2019
($ in thousands)
Total
Total
Net Premiums Written
Small Commercial Business
$
(6,394
)
$
(337,166
)
Specialty Program
477
(28,639
)
Specialty Risk and Extended Warranty
1,454
(219,799
)
Total AmTrust Reinsurance
$
(4,463
)
$
(585,604
)
Net premiums earned decreased by $101.7 million or 91.2% and $240.9 million or 89.4% for the three and six months ended June 30, 2020 , respectively, compared to the same respective periods in 2019 due to the terminations of the AmTrust Quota Share and European Hospital Liability Quota Share as of January 1, 2019. There were negative net premiums earned on Small Commercial Business for the three and six months ended June 30, 2020 due to premium adjustments and earned premium returns under the recent commutation of certain home warranty business under the AmTrust Quota Share as of April 1, 2020.
The tables below detail net premiums earned by category for the three and six months ended June 30, 2020 and 2019 :
For the Three Months Ended June 30,
2020
2019
Change in
($ in thousands)
Total
% of Total
Total
% of Total
$
%
Net Premiums Earned
Small Commercial Business
$
(7,112
)
(72.7
)%
$
23,283
20.9
%
$
(30,395
)
(130.5
)%
Specialty Program
426
4.4
%
30,326
27.2
%
(29,900
)
(98.6
)%
Specialty Risk and Extended Warranty
16,467
168.3
%
57,905
51.9
%
(41,438
)
(71.6
)%
Total AmTrust Reinsurance
$
9,781
100.0
%
$
111,514
100.0
%
$
(101,733
)
(91.2
)%
For the Six Months Ended June 30,
2020
2019
Change in
($ in thousands)
Total
% of Total
Total
% of Total
$
%
Net Premiums Earned
Small Commercial Business
$
(6,173
)
(21.7
)%
$
62,738
23.3
%
$
(68,911
)
(109.8
)%
Specialty Program
501
1.8
%
106,547
39.6
%
(106,046
)
(99.5
)%
Specialty Risk and Extended Warranty
34,137
119.9
%
100,039
37.1
%
(65,902
)
(65.9
)%
Total AmTrust Reinsurance
$
28,465
100.0
%
$
269,324
100.0
%
$
(240,859
)
(89.4
)%
50
Net Loss and LAE — Net loss and LAE decreased by $104.1 million or 95.4% and $228.1 million or 92.3% for the three and six months ended June 30, 2020 , respectively, compared to the same respective periods in 2019 due to significantly lower earned premiums as a result of the termination of both quota share agreements with AmTrust. Net loss and LAE ratios decreased to 50.8% and 66.8% for the three and six months ended June 30, 2020 , respectively, compared to 97.8% and 91.8% for the same respective periods in 2019 .
During the three months ended June 30, 2020 , the net loss and LAE ratio decreased by 47.0 percentage points compared to the same period in 2019 primarily due to the following factors:
•
the Partial Termination Amendment caused significant changes in the mix of business being earned in 2020 compared to 2019 . These changes resulted in a current year loss ratio which decreased relative to the same period in 2019 for the remaining in-force business; and
•
the impact of prior year loss development was favorable development of $0.4 million or 4.3 percentage points during the three months ended June 30, 2020 on the loss ratio, compared to the impact of adverse prior year loss development which was $27.1 million or 24.3 percentage points for the same period in 2019 . Prior year favorable development in 2020 was primarily due to Workers Compensation partly offset by adverse development within Commercial General Liability. Prior year adverse development in 2019 was due to favorable development in Commercial Auto Liability in accident years 2014 to 2017, Specialty Risk and Hospital Liability, partly offset by favorable development in Workers Compensation.
During the six months ended June 30, 2020 , the net loss and LAE ratio decreased by 25.0 percentage points compared to the same period in 2019 primarily due to the following factors:
•
the Partial Termination Amendment caused significant changes in the mix of business being earned in 2020 compared to 2019 . These changes resulted in a current year loss ratio which decreased relative to the same period in 2019 for the remaining in-force business; and
•
the impact of prior year loss development was favorable development of $0.4 million or 1.5 percentage points during the six months ended June 30, 2020 on the loss ratio, compared to the impact of adverse prior year loss development which was $35.2 million or 13.1 percentage points for the same period in 2019 . Prior year favorable development in 2020 was primarily due to Workers Compensation partly offset by adverse development within Commercial General Liability. Prior year adverse development in 2019 was due to favorable development in Commercial Auto Liability in accident years 2014 to 2018, partly offset by favorable development in Workers Compensation.
Commission and Other Acquisition Expenses — Commission and other acquisition expenses decreased by $37.7 million or 90.9% and $91.1 million or 89.4% for the three and six months ended June 30, 2020 , respectively, compared to the same respective periods in 2019 due to significantly lower earned premiums as a result of the terminations of both quota share agreements with AmTrust effective as of January 1, 2019.
The commission and other acquisition expense ratio increased to 38.6% and remained flat at 37.8% for the three and six months ended June 30, 2020 , respectively, compared to 37.2% and 37.8% for the same respective periods in 2019 .
General and Administrative Expenses — General and administrative expenses increased by $0.1 million or 18.7% and decreased by $0.5 million or 28.3% for the three and six months ended June 30, 2020 , respectively, compared to the same respective periods in 2019 . The general and administrative expense ratios increased to 6.9% and 4.7% for the three and six months ended June 30, 2020 , respectively, compared to 0.5% and 0.7% for the same respective periods in 2019 as a result of significantly lower earned premiums due to the termination of both quota share agreements with AmTrust as of January 1, 2019.
The overall expense ratio (including commission and other acquisition expenses) increased to 45.5% and 42.5% for the three and six months ended June 30, 2020 , respectively, compared to 37.7% and 38.5% for the same respective periods in 2019 primarily due to significantly lower earned premiums as discussed above.
Liquidity and Capital Resources
Liquidity
Maiden Holdings is a holding company and transacts no business of its own. We therefore rely on cash flows in the form of dividends, advances, loans and other permitted distributions from our subsidiary companies to pay expenses and make dividend payments on our common and preference shares. The jurisdictions in which our operating subsidiaries are licensed to write business impose regulations requiring companies to maintain or meet statutory solvency and liquidity requirements and also place restrictions on the declaration and payment of dividends and other distributions.
As of June 30, 2020 , the Company had investable assets of $2.5 billion compared to $2.8 billion as of December 31, 2019 . Investable assets are the combined total of our investments, cash and cash equivalents (including restricted), loan to a related party and funds withheld receivable. The decrease in investable assets is primarily the result of significant negative operating cash flows during six months ended June 30, 2020 , particularly as a result of our cessation of active reinsurance underwriting, including certain contract terminations that occurred in 2019 that require the disbursement of cash and investments to settle claim payments in 2020 .
The regulatory and liquidity requirements of the Company's operating segments are discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations" section included under Item 7 of our Annual Report on Form 10- K for the year ended December 31, 2019 , filed with the SEC on March 18, 2020 .
As previously indicated, Maiden Reinsurance re-domesticated to Vermont on March 16, 2020. We expect to be actively engaged with the Vermont DFR regarding the formulation of Maiden Reinsurance's longer term business plan, including its investment policy, changes to which require prior regulatory approval as stipulated by Vermont law or the Vermont DFR for any active
51
underwriting, capital management or other strategic initiatives. Maiden Reinsurance has received all necessary approvals required to date by the Vermont DFR.
The Company's investment portfolio may be adversely impacted by unfavorable market conditions caused by the COVID-19 pandemic and we and our insurance subsidiaries may need additional capital to maintain compliance with regulatory capital requirements and/or be required to post additional collateral under existing reinsurance arrangements, which could reduce our liquidity. In addition, we may experience continued volatility in our results of operations which could negatively impact our financial condition and create a reduction in the amount of available distribution or dividend capacity from our regulated reinsurance subsidiaries, which would also reduce liquidity.
Operating, investing and financing cash flows
Our sources of funds historically have consisted of premium receipts net of commissions and brokerage, investment income, net proceeds from capital raising activities, and proceeds from sales, maturities, pay downs and redemption of investments. Cash is currently used primarily to pay loss and LAE, ceded reinsurance premium, general and administrative expenses, and interest expense, with the remainder in excess of our operating requirements, made available to our investment managers for investment in accordance with our investment policy.
Our business has undergone significant changes in the past two years. As previously noted, the Strategic Review resulted in a series of transactions that have materially reduced our balance sheet risk and have transformed our operations. As a result of the transactions entered into from the Strategic Review, we are not engaged in any active underwriting of reinsurance business thus our net premiums written will continue to be materially lower in 2020 and investment income will become a significantly larger portion of our total revenues. This has caused significant negative operating cash flow, particularly as we run off the AmTrust Reinsurance reserves as shown in the table below. We expect this trend to continue going forward for the rest of 2020 and beyond.
We expect to use funds from cash and investment portfolios, collected premiums on reinsurance contracts in force or being run-off, investment income and proceeds from investment sales and redemptions to meet our expected claims payments and operational expenses. Claim payments will be principally from the run-off of existing reserves for loss and loss adjustment expenses. A significant portion of those liabilities are collateralized and claim payments will be funded by using this collateral which should provide sufficient funding to fulfill those obligations. We generally expect negative operating cash flows to be partly offset by positive investing cash flows. Overall, we continue to expect our cash flows to be sufficient to meet our cash requirements and to operate our business.
At June 30, 2020 and December 31, 2019 , unrestricted cash and cash equivalents and unrestricted fixed maturity investments were $401.8 million and $435.0 million , respectively. The Company’s management believes its current sources of liquidity are adequate to meet its cash requirements for the next twelve months. The table below summarizes our operating, investing and financing cash flows for the six months ended June 30, 2020 and 2019 :
For the Six Months Ended June 30,
2020
2019
($ in thousands)
Operating activities
$
(419,152
)
$
(503,657
)
Investing activities
447,969
630,908
Financing activities
(1
)
(13
)
Effect of exchange rate changes on foreign currency cash
1,359
(177
)
Total increase in cash, restricted cash and cash equivalents
30,175
127,061
Less: change in cash, restricted cash and cash equivalents of discontinued operations
—
(6,113
)
Total increase in cash, restricted cash and cash equivalents of continuing operations
$
30,175
$
133,174
Cash Flows used in Operating Activities
Cash flows used in operating activities for the six months ended June 30, 2020 were $419.2 million compared to cash flows used in operating activities of $503.7 million for the six months ended June 30, 2019 , a decrease of $84.5 million . Cash flows used in discontinued operations were $0.0 million for the six months ended June 30, 2020 compared to $1.9 million in the six months ended June 30, 2019 . Cash flows used in continuing operating activities were $419.2 million for the six months ended June 30, 2020 compared to cash flows used in continuing operations of $501.8 million for the six months ended June 30, 2019 .
The operating cash flows used in continuing operations for the six months ended June 30, 2020 and 2019 were primarily the result of the termination of the AmTrust Quota Share including both the Partial Termination Amendment and the Commutation and Release Agreement, and the termination of the European Hospital Liability Quota Share, which significantly decreased gross premiums written during both respective periods while claim payments have been principally from the run-off of existing reserves for loss and LAE.
Cash Flows from Investing Activities
Cash flows from investing activities consist primarily of proceeds from the sales and maturities of investments and payments for investments acquired. Net cash provided by investing activities was $448.0 million for the six months ended June 30, 2020 compared to $630.9 million for the same period in 2019 primarily due to proceeds from the sale of fixed maturity investments which were made to settle claim payments during the six months ended June 30, 2020 .
52
Cash flows used in discontinued operations was $0.0 million for the six months ended June 30, 2020 compared to cash flows used in discontinued operations of $6.1 million for the same period in 2019 . Cash flows provided by continuing operations was $448.0 million during the six months ended June 30, 2020 compared to cash flows provided by continuing operations of $637.0 million for the same period in 2019 as the proceeds from the sales, maturities and calls exceeded the purchases of fixed maturity securities by $453.0 million compared to an inflow of $638.5 million for the same period in 2019 .
Cash Flows from Financing Activities
Cash flows used in financing activities were $1.0 thousand for the six months ended June 30, 2020 compared to $13.0 thousand for the same period in 2019 which represent repurchases of common shares to settle employee withholdings in respect of tax obligations on the vesting of restricted shares and performance based shares. No dividends on common or preference shares were paid during the six months ended June 30, 2020 and 2019 . Our Board of Directors have not declared any common or preference share dividends since the fourth quarter of 2018 .
Restrictions, Collateral and Specific Requirements
The Company's restrictions, collateral and specific requirements are discussed in " Management's Discussion and Analysis of Financial Condition and Results of Operations " section included under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019 , filed with the SEC on March 18, 2020 .
At June 30, 2020 and December 31, 2019 , restricted cash and cash equivalents and fixed maturity investments used as collateral were $1.2 billion and $1.5 billion , respectively. This collateral represents 74.5% and 77.6% of the fair value of our total fixed maturity investments and cash, restricted cash and cash equivalents at June 30, 2020 and December 31, 2019 , respectively.
Investments
The investment of our funds has generally been designed to ensure safety of principal while generating current income. Accordingly, our funds have been invested in liquid, investment-grade fixed income securities which are all designated as available-for-sale at June 30, 2020 . Please see " Notes to Condensed Consolidated Financial Statements (unaudited) Note 4. Investments " included under Part I Item 1 " Financial Information" of this Form 10-Q.
As our insurance liabilities continue to run-off and the required capital to operate our business for regulatory purposes decreases, we may have the ability to consider additional asset classes to enhance the income and returns our investment portfolio produces. We may allocate a portion of our investment portfolio to other investments, including private equity and credit funds, fixed income funds, hedge funds, equity funds and other non-fixed income investments.
We may utilize and pay fees to various companies to provide investment advisory and/or management services related to these investments. These fees, which would be predominantly based upon the amount of assets under management, would be included in net investment income. We believe these other investments and equity method investments would provide diversification against our fixed income investments and an opportunity for improved risk-adjusted returns; however, the returns of these investments may be more volatile and we may experience significant unrealized gains or losses in a particular quarter or year.
The substantial majority of our current and future investments are or will be held by Maiden Reinsurance, whose investment policy is required to be approved by the Vermont DFR. Maiden Reinsurance has received all necessary approvals for its investment policy.
During the six months ended June 30, 2020 , the yield on the 10-year U.S. Treasury bond decreased by 126 basis points to 0.66%. The 10-year U.S. Treasury rate is the key risk-free determinant in the fair value of many of the securities in our portfolio. The U.S. Treasury yield curve experienced a material downward shift during the six months ended June 30, 2020 , reflecting significant global financial and economic volatility from the COVID-19 pandemic which spread during the first half of 2020 . The global nature of the pandemic resulted in an abrupt downturn in economic activity both globally and within the U.S., and financial markets experienced unprecedented volatility during this period. The U.S. Federal Reserve, along with central bankers globally, implemented multiple rounds of rapid and aggressive monetary measures to provide liquidity to financial markets and to relieve imbalances that rapidly formed in those markets in the face of the pandemic and its economic and financial impacts. Government policymakers in the U.S. and globally have additionally implemented an ongoing series of unprecedented fiscal policy measures to provide immediate and near-term economic relief to affected populations.
The movement in the market values of our fixed maturity portfolio during the six months ended June 30, 2020 generated net unrealized losses of $4.8 million , primarily due to the ongoing COVID-19 pandemic which has caused widening credit spreads, a surging demand for liquidity and a slowdown to global economic activity, all of which have decreased bond prices during the six months ended June 30, 2020 .
Due in large part to the ongoing uncertainty caused by the COVID-19 pandemic in global financial markets during the six months ended June 30, 2020 , our investment portfolio experienced significant fluctuation in unrealized gains and losses (largely due to rapidly fluctuating credit spreads on fixed income investments), increased volatility, heightened credit risk, and declines in yields on our fixed income investments. Our investment portfolios may be adversely impacted by unfavorable market conditions caused by the COVID-19 pandemic, which could cause continued volatility in our results of operations and negatively impact our financial condition.
At June 30, 2020 , we consider the levels of cash and cash equivalents we are holding to be within our targeted ranges. During periods when interest rates experience greater volatility, we have periodically maintained more cash and cash equivalents in order to better assess current market conditions and opportunities within our defined risk appetite, and may do so in future periods. To limit our exposure to unexpected interest rate increases which would reduce the value of our fixed income securities and reduce our shareholders' equity, we attempt to maintain the duration of our fixed maturity investment portfolio combined with our cash and cash equivalents, both restricted and unrestricted, within a reasonable range of the duration of our loss reserves.
53
At June 30, 2020 and December 31, 2019 , these respective durations in years were as follows:
June 30, 2020
December 31, 2019
Fixed maturities and cash and cash equivalents
2.0
3.0
Reserve for loss and LAE (1)
4.5
4.2
(1) The duration regarding our reserve for loss and LAE at June 30, 2020 is gross of LPT/ADC Agreement reserves.
During the six months ended June 30, 2020 , the weighted average duration of our fixed maturity investment portfolio decreased by 1.0 years to 2.0 years and the duration for the reserve for loss and LAE increased by 0.3 years to 4.5 years. The differential in duration between these assets and liabilities may fluctuate over time and in the case of fixed maturities, historically has been affected by factors such as market conditions, changes in asset mix and prepayment speeds in the case of both our agency mortgage-backed securities ("Agency MBS") and commercial mortgage-backed securities. At June 30, 2020 , the duration of our fixed maturity investment portfolio decreased compared to December 31, 2019 due to sales of fixed maturities primarily as a result of settling claim payments with AmTrust. At June 30, 2020 , the duration of our loss reserves net of the LPT/ADC Agreement was in line with the duration of our fixed maturity investment portfolio.
The average yield and average duration of our fixed maturities, by asset class, and our cash and cash equivalents (restricted and unrestricted) are as follows at June 30, 2020 and December 31, 2019 , respectively:
June 30, 2020
Original or Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
Average yield (1)
Average duration (2)
($ in thousands)
U.S. treasury bonds
$
210,512
$
673
$
(2
)
$
211,183
1.1
%
0.2
U.S. agency bonds – mortgage-backed
421,150
14,608
(375
)
435,383
2.8
%
2.8
Non-U.S. government and supranational bonds
7,284
327
(46
)
7,565
1.4
%
6.6
Asset-backed securities
186,908
935
(3,833
)
184,010
3.0
%
0.8
Corporate bonds
596,444
22,360
(17,382
)
601,422
2.6
%
2.8
1,422,298
38,903
(21,638
)
1,439,563
2.5
%
2.2
Cash and cash equivalents
137,453
—
—
137,453
0.1
%
0.0
Total
$
1,559,751
$
38,903
$
(21,638
)
$
1,577,016
2.3
%
2.0
December 31, 2019
Original or Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
Average yield (1)
Average duration (2)
($ 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
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
(1)
Average yield is calculated by dividing annualized investment income for each sub-component of fixed maturity securities and cash and cash equivalents (including amortization of premium or discount) by amortized cost.
(2)
Average duration in years.
54
At June 30, 2020 , 100.0% of the Company’s U.S. agency bond holdings are mortgage-backed. Additional details on the Agency MBS at June 30, 2020 and December 31, 2019 were as follows:
June 30, 2020
December 31, 2019
($ in thousands)
Fair Value
% of Total
Fair Value
% of Total
U.S. agency bonds - mortgage-backed
Residential mortgage-backed ("RMBS")
GNMA – fixed rate
$
26,513
6.1
%
$
33,079
6.1
%
GNMA – variable rate
6,750
1.5
%
7,075
1.3
%
FNMA – fixed rate
189,317
43.5
%
241,905
44.9
%
FHLMC – fixed rate
212,803
48.9
%
256,663
47.7
%
Total U.S. agency bonds
$
435,383
100.0
%
$
538,722
100.0
%
Our Agency MBS portfolio is 30.2% of our fixed maturity investments at June 30, 2020 . Given the relative size of this portfolio to our total investments, if faster prepayment patterns were to occur over an extended period of time, this could potentially limit the growth in our investment income in certain circumstances or reduce the total amount of investment income we earn.
At June 30, 2020 and December 31, 2019 , 97.6% and 99.7% , respectively, of our fixed maturity investments consisted of investment grade securities. We define a security as being below investment grade if it has an S&P credit rating of BB+, or equivalent, or less. Please see " Part I, Item 1 - Notes to Condensed Consolidated Financial Statements (unaudited) Note 4. Investments " for additional information on the credit rating of our fixed income portfolio.
The security holdings by sector and financial strength rating of our corporate bond holdings at June 30, 2020 and December 31, 2019 were as follows:
Ratings (1)
June 30, 2020
AAA, AA+, AA, AA-
A+, A, A-
BBB+, BBB, BBB-
BB+ or lower
Fair Value
% of Corporate bonds portfolio
Corporate bonds
($ in thousands)
Basic Materials
—
%
0.9
%
1.5
%
—
%
$
14,954
2.4
%
Communications
—
%
1.0
%
4.7
%
1.8
%
44,558
7.5
%
Consumer
—
%
1.4
%
26.1
%
1.5
%
174,554
29.0
%
Energy
2.6
%
4.8
%
4.0
%
1.5
%
77,673
12.9
%
Financial Institutions
6.6
%
22.2
%
12.6
%
0.9
%
254,517
42.3
%
Industrials
—
%
0.4
%
2.9
%
—
%
19,613
3.3
%
Technology
—
%
1.9
%
0.7
%
—
%
15,553
2.6
%
Total
9.2
%
32.6
%
52.5
%
5.7
%
$
601,422
100.0
%
Ratings (1)
December 31, 2019
AAA, AA+, AA, AA-
A+, A, A-
BBB+, BBB, BBB-
BB+ or lower
Fair Value
% of Corporate bonds portfolio
Corporate bonds
($ in thousands)
Basic Materials
—
%
0.6
%
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
4.2
%
51.0
%
44.2
%
0.6
%
$
996,856
100.0
%
(1)
Ratings as assigned by S&P, or equivalent
55
At June 30, 2020 , the Company’s ten largest corporate holdings, 52.8% of which are U.S. dollar denominated, 48.4% of which are in the Consumer Sector and 39.4% of which are in the Financial Institutions sector, at fair value and as a percentage of all fixed income securities were as follows:
June 30, 2020
Fair Value
% of Holdings
Rating (1)
($ in thousands)
UBS Group Funding (Jersey) Ltd, 2.65% Due 2/1/2022
$
17,507
1.2
%
A-
Electricite de France, 4.625%, Due 9/11/2024
17,120
1.2
%
A-
Abbvie Inc., 3.80%, Due 3/15/2025
16,643
1.1
%
BBB
Daimler Finance North America LLC, 3.30%, Due 5/19/2025
13,828
1.0
%
BBB+
Brookfield Asset Management Inc., 4.00% Due 1/15/2025
13,213
0.9
%
A-
Bayer US Finance LLC, 3.375% Due 10/8/2024
13,088
0.9
%
BBB+
Anheuser-Busch INBEV NV, 2.875% Due 9/25/2024
12,363
0.9
%
BBB+
Deutsche Bank AG, 1.25%, Due 9/8/2021
12,362
0.9
%
BBB-
Nordea Bank ABP, 0.875% Due 6/26/2023
12,323
0.9
%
A
Carlsberg Breweries A/S, 2.5%, Due 5/28/2024
12,114
0.8
%
BBB
Total
$
140,561
9.8
%
(1)
Ratings as assigned by S&P, or equivalent
At June 30, 2020 and December 31, 2019 , respectively, we hold the following non-U.S. dollar denominated securities:
June 30, 2020
December 31, 2019
($ in thousands)
Fair Value
% of Total
Fair Value
% of Total
Non-U.S. dollar denominated corporate bonds
$
263,486
97.2
%
$
310,323
96.3
%
Non-U.S. government and supranational bonds
7,565
2.8
%
11,999
3.7
%
Total non-U.S. dollar denominated securities
$
271,051
100.0
%
$
322,322
100.0
%
At June 30, 2020 and December 31, 2019 , respectively, these non-U.S. securities are invested in the following currencies:
June 30, 2020
December 31, 2019
($ in thousands)
Fair Value
% of Total
Fair Value
% of Total
Euro
$
241,132
89.0
%
$
272,493
84.5
%
British Pound
23,813
8.8
%
42,342
13.1
%
Canadian Dollar
4,754
1.7
%
5,364
1.7
%
All other currencies
1,352
0.5
%
2,123
0.7
%
Total non-U.S. dollar denominated securities
$
271,051
100.0
%
$
322,322
100.0
%
The net decrease in non-U.S. denominated fixed maturities is primarily due to the depreciation of Euro denominated corporate bonds during the six months ended June 30, 2020 . At June 30, 2020 and December 31, 2019 , all of the Company's non-U.S. government and supranational issuers have a rating of A or higher by S&P.
For our non-U.S. dollar denominated corporate bonds, the following table summarizes the composition of the fair value of our fixed maturity investments at the dates indicated by ratings:
Ratings (1)
June 30, 2020
December 31, 2019
($ in thousands)
Fair Value
% of Total
Fair Value
% of Total
AAA
$
1,169
0.4
%
$
481
0.2
%
AA+, AA, AA-
24,522
9.4
%
21,231
6.8
%
A+, A, A-
99,380
37.7
%
137,584
44.3
%
BBB+, BBB, BBB-
127,370
48.3
%
145,546
46.9
%
BB+ or lower
11,045
4.2
%
5,481
1.8
%
Total non-U.S. dollar denominated corporate bonds
$
263,486
100.0
%
$
310,323
100.0
%
(1)
Ratings as assigned by S&P, or equivalent
56
The Company does not employ any credit default protection against any of the fixed maturities held in non-U.S. denominated currencies at June 30, 2020 and December 31, 2019 , respectively.
Other Balance Sheet Changes
The following table summarizes the Company's other material balance sheet changes at June 30, 2020 and December 31, 2019 :
($ in thousands)
June 30, 2020
December 31, 2019
Change
Change %
Deferred commission and other acquisition expenses
$
63,533
$
77,356
$
(13,823
)
(17.9
)%
Funds withheld receivable
715,623
684,441
31,182
4.6
%
Reserve for loss and LAE
2,071,222
2,439,907
(368,685
)
(15.1
)%
Unearned premiums
182,121
220,269
(38,148
)
(17.3
)%
Deferred gain on retroactive reinsurance
111,540
112,950
(1,410
)
(1.2
)%
Liability for investments purchased
44,996
—
44,996
NM
Accrued expenses and other liabilities
17,802
32,444
(14,642
)
(45.1
)%
NM - not meaningful
The Company's deferred commission and other acquisition expenses decreased by 17.9% and unearned premiums decreased by 17.3% primarily due to the Partial Termination Amendment with AmTrust on a cut-off basis and the termination of the remaining business under both quota share contracts with AmTrust which are now in run-off with no new business written beginning January 1, 2019. Funds withheld receivable increased by 4.6% primarily due to insurance balances receivable that were converted into funds withheld to be utilized as collateral for the European Hospital Liability Quota Share.
Accrued expenses and other liabilities decreased by 45.1% as at June 30, 2020 compared to December 31, 2019 due to reductions in the reinsurance balances payable as a result of the aforementioned termination of both AmTrust reinsurance contracts effective January 1, 2019. The Company's reserve for loss and LAE decreased by 15.1% primarily due to the recent commutation of workers' compensation reserves during 2019 in the AmTrust Reinsurance segment.
The liability for investments purchased increased by $45.0 million at June 30, 2020 compared to December 31, 2019 due to timing on investment trades primarily within the trust accounts used for collateral on the AmTrust Quota Share which were settled using restricted cash subsequent to June 30, 2020 .
Capital Resources
Capital resources consist of funds deployed in support of our operations. In the six months ended June 30, 2020 , our total capital resources increase d by $23.0 million , or 3.0% compared to December 31, 2019 due to net income attributable to common shareholders partly offset by unrealized losses on our investment portfolio.The following table shows the movement in total capital resources at June 30, 2020 and December 31, 2019 :
($ in thousands)
June 30, 2020
December 31, 2019
Change
Change %
Preference shares
$
465,000
$
465,000
$
—
—
%
Common shareholders' equity
65,739
42,718
23,021
53.9
%
Total shareholders' equity
530,739
507,718
23,021
4.5
%
Senior Notes - principal amount
262,500
262,500
—
—
%
Total capital resources
$
793,239
$
770,218
$
23,021
3.0
%
The major factors contributing to the net increase in capital resources were as follows:
Shareholders' equity
Total shareholders' equity at June 30, 2020 increased by $23.0 million , or 4.5% compared to December 31, 2019 due to the following factors:
•
net income attributable to Maiden of $30.1 million for the six months ended June 30, 2020 ; and
•
net increase in share based transactions of $1.6 million ; partly offset by
•
net decrease in AOCI of $8.6 million which arose due to: (1) an increase in net unrealized losses on investment of $4.8 million resulting from the net decrease in the fair value of our investment portfolio relating to market price movements due to widening credit spreads and unfavorable economic conditions during the six months ended June 30, 2020 ; and (2) a decrease in cumulative translation adjustments of $3.8 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 denominated AFS fixed maturities).
On February 21, 2017, the Company's Board of Directors approved the repurchase of up to $100.0 million of the Company's common shares from time to time at market prices. During the six months ended June 30, 2020 , the Company did not repurchase
57
any common shares under its share repurchase authorization. At June 30, 2020 , the Company has a remaining authorization of $74.2 million for share repurchases.
Please refer to " Notes to Consolidated Financial Statements Note 13. Shareholders' Equity " included under Part II Item 8. " Financial Statements and Supplementary Data" of our Annual Report on Form 10-K for a discussion of the equity instruments issued by the Company as at December 31, 2019 .
On October 25, 2019, the Company transferred the listing of its common shares from the NASDAQ Global Select Market to the NASDAQ Capital Market. The NASDAQ Capital Market is a continuous trading market that operates in substantially the same manner as the NASDAQ Global Select Market and listed companies must meet certain financial requirements and comply with the NASDAQ Stock Market LLC’s (“NASDAQ”) corporate governance requirements. The Company’s common shares continue to trade under the symbol “MHLD”.
On April 17, 2020, the Company received a letter from NASDAQ stating that the Company had not regained compliance during the compliance period and that the Company’s securities would be delisted from the NASDAQ Capital Market by the opening of business on April 28, 2020 unless the Company requests an appeal of NASDAQ’s determination to a Hearings Panel. On April 24, 2020, the Company filed a Hearing Request Form to appeal NADSAQ’s determination with the Hearings Panel, which stayed the de-listing until a decision is rendered subsequent to the appeal hearing. On June 2, 2020, the Company issued a press release announcing it has regained compliance with NADSAQ’s mimimum bid price and all applicable listing requirements for continued listing, and the appeal hearing was canceled. Accordingly, the Company's common shares continue to be listed on the NASDAQ Capital Market.
Book value and diluted book value per common share at June 30, 2020 and December 31, 2019 were computed as follows:
June 30, 2020
December 31, 2019
($ in thousands except share and per share data)
Ending common shareholders’ equity
$
65,739
$
42,718
Numerator for diluted book value per common share calculation
$
65,739
$
42,718
Common shares outstanding
84,718,837
83,148,458
Shares issued from assumed conversion of dilutive options and restricted shares
1,563,888
1,818,797
Denominator for diluted book value per common share calculation
86,282,725
84,967,255
Book value per common share
$
0.78
$
0.51
Diluted book value per common share
0.76
0.50
At June 30, 2020 , book value per common share increased by 52.9% and diluted book value per common share increased by 52.0% , compared to December 31, 2019 . This was primarily due to our net income attributable to common shareholders of $30.1 million during the six months ended June 30, 2020 , partly offset by the net decrease in AOCI of $8.6 million for the six months ended June 30, 2020 .
Please see " Liquidity and Capital Resources - Investments" on page 53 for further information on the change in fair value of our fixed maturity investment portfolio.
Senior Notes
There were no changes in the Company’s Senior Notes at June 30, 2020 compared to December 31, 2019 and the Company did not enter into any short-term borrowing arrangements during the six months ended June 30, 2020 . Please refer to " Notes to Condensed Consolidated Financial Statements (unaudited) Note 7. Long Term Debt " included under Part I Item 1 " Financial Information" of this Form 10-Q for a discussion of the Company’s Senior Notes.
The ratio of Debt to Total Capital Resources at June 30, 2020 and December 31, 2019 was computed as follows:
June 30, 2020
December 31, 2019
($ in thousands)
Senior notes - principal amount
$
262,500
$
262,500
Maiden shareholders’ equity
530,739
507,718
Total capital resources
$
793,239
$
770,218
Ratio of debt to total capital resources
33.1
%
34.1
%
Financial Strength Ratings
The Company does not have a financial strength rating from any nationally recognized statistical rating organization.
58
Non-GAAP Measures
As defined and described in Key Financial Measures on page 40 , m anagement uses certain key financial measures, some of which are non-GAAP measures, to evaluate the Company's financial performance and the overall growth in value generated for the Company’s common shareholders. Management believes that these measures, which may be defined differently by other companies, explain the Company’s results to investors in a manner that allows for a more complete understanding of the underlying trends in the Company’s business. The calculation, reconciliation to nearest GAAP measure and discussion of relevant non-GAAP measures used by management are as follows:
Non-GAAP operating earnings were $1.2 million for the three months ended June 30, 2020 , compared to a non-GAAP operating loss of $21.3 million for the same period in 2019 . The Company's non-GAAP operating results included an underwriting loss of $0.0 million for the three months ended June 30, 2020 , compared to an underwriting loss of $39.1 million for the same period in 2019 , which was primarily the result of underwriting results not covered by the LPT/ADC Agreement, specifically the run-off of the AmTrust Quota Share with losses occurring after December 31, 2018 (including the additional ceding commission paid under the Partial Termination Amendment) as well as claims related to the European Hospital Liability Quota Share.
Non-GAAP operating earnings were $4.4 million for the six months ended June 30, 2020 , compared to a non-GAAP operating loss of $48.9 million for the same period in 2019 . The Company's non-GAAP operating results included an underwriting loss of $3.7 million for the six months ended June 30, 2020 , compared to an underwriting loss of $81.8 million for the same period in 2019 , which was primarily the result of underwriting results not covered by the LPT/ADC Agreement, specifically the run-off of the AmTrust Quota Share with losses occurring after December 31, 2018 (including the additional ceding commission paid under the Partial Termination Amendment) as well as claims related to the European Hospital Liability Quota Share.
59
Non-GAAP operating earnings (loss) and Non-GAAP diluted operating earnings (loss) per share attributable to common shareholders
Non-GAAP operating earnings (loss) and non-GAAP diluted operating earnings (loss) per share attributable to common shareholders can be reconciled to the nearest U.S. GAAP financial measure as follows:
For the Three Months Ended June 30,
2020
2019
($ in thousands except per share data)
Net income (loss)
$
9,212
$
(15,413
)
Add (subtract):
Net realized gains on investment
(8,875
)
(24,086
)
Foreign exchange and other losses (gains)
2,295
(1,207
)
Change in unamortized deferred gain on retroactive reinsurance
(1,410
)
—
Loss from discontinued operations, net of income tax
—
19,389
Income from NGHC Quota Share run-off
—
(24
)
Non-GAAP operating earnings (loss)
$
1,222
$
(21,341
)
Diluted earnings (loss) per share attributable to common shareholders
$
0.11
$
(0.19
)
Add (subtract):
Net realized gains on investment
(0.11
)
(0.29
)
Foreign exchange and other losses (gains)
0.03
(0.01
)
Change in unamortized deferred gain on retroactive reinsurance
(0.02
)
—
Loss from discontinued operations, net of income tax
—
0.23
Non-GAAP diluted operating earnings (loss) per share attributable to common shareholders
$
0.01
$
(0.26
)
For the Six Months Ended June 30,
2020
2019
($ in thousands except per share data)
Net income (loss)
$
30,073
$
(52,049
)
Add (subtract):
Net realized gains on investment
(19,913
)
(12,985
)
Total other-than-temporary impairment losses
1,506
—
Foreign exchange and other gains
(5,902
)
(6,186
)
Loss from NGHC Quota Share run-off
—
204
Change in unamortized deferred gain on retroactive reinsurance
(1,410
)
—
Loss from discontinued operations, net of income tax
—
22,123
Non-GAAP operating earnings (loss)
$
4,354
$
(48,893
)
Diluted earnings (loss) per share attributable to common shareholders
$
0.35
$
(0.63
)
Add (subtract):
Net realized gains on investment
(0.24
)
(0.16
)
Total other-than-temporary impairment losses
0.02
—
Foreign exchange and other gains
(0.07
)
(0.07
)
Change in unamortized deferred gain on retroactive reinsurance
(0.01
)
—
Loss from discontinued operations, net of income tax
—
0.27
Non-GAAP diluted operating earnings (loss) per share attributable to common shareholders
$
0.05
$
(0.59
)
60
Non-GAAP Operating ROACE
The improvement in Non-GAAP Operating ROACE for the three and six months ended June 30, 2020 relative to the same periods in 2019 reflects the reflective improvement in non-GAAP operating earnings and was computed as follows:
For the Three Months Ended June 30,
For the Six Months Ended June 30,
($ in thousands)
2020
2019
2020
2019
Non-GAAP operating earnings (loss)
$
1,222
$
(21,341
)
$
4,354
$
(48,893
)
Opening common shareholders’ equity
19,998
119,289
42,718
89,275
Ending common shareholders’ equity
65,739
125,572
65,739
125,572
Average common shareholders’ equity
42,869
122,431
54,229
107,424
Non-GAAP Operating ROACE
11.5
%
(69.9
)%
16.1
%
(91.8
)%
Non-GAAP Underwriting Results and Combined Ratio
The following summarizes our non-GAAP underwriting results for the three and six months ended June 30, 2020 and 2019 :
For the Three Months Ended June 30,
For the Six Months Ended June 30,
($ in thousands)
2020
2019
2020
2019
Gross premiums written
$
4,982
$
2,117
$
16,716
$
(559,022
)
Net premiums written
$
4,090
$
(409
)
$
14,462
$
(561,939
)
Net premiums earned
$
21,308
$
133,986
$
52,523
$
317,088
Other insurance revenue
250
754
658
1,566
Non-GAAP net loss and LAE (1)
(12,418
)
(121,561
)
(33,504
)
(274,250
)
Commission and other acquisition expenses
(8,154
)
(49,656
)
(20,127
)
(119,273
)
General and administrative expenses
(2,413
)
(2,654
)
(4,670
)
(6,951
)
Non-GAAP underwriting loss (1)
$
(1,427
)
$
(39,131
)
$
(5,120
)
$
(81,820
)
Ratios:
Non-GAAP net loss and LAE ratio (1)
57.6
%
90.2
%
63.0
%
86.1
%
Commission and other acquisition expense ratio
37.8
%
36.9
%
37.8
%
37.4
%
General and administrative expense ratio
43.0
%
9.0
%
33.5
%
9.0
%
Expense ratio
80.8
%
45.9
%
71.3
%
46.4
%
Non-GAAP combined ratio (1)
138.4
%
136.1
%
134.3
%
132.5
%
(1) Non-GAAP underwriting loss, non-GAAP net loss and LAE, non-GAAP net loss and LAE ratio, and non-GAAP combined ratio for the three and six months ended June 30, 2020 include the impact of favorable prior year reserve development subject to the LPT/ADC Agreement. See "Key Financial Measures" on page 40 for definitions of Non-GAAP underwriting loss, net loss and LAE, non-GAAP net loss and LAE ratio, and non-GAAP combined ratio.
The non-GAAP underwriting results as well as the non-GAAP loss and LAE and ratios and non-GAAP combined ratios reflect the recognition into income of the decrease in the estimated deferred gain arising from the LPT/ADC Agreement relating to losses subject to the AmTrust Quota Share agreement which are fully recoverable from Cavello to show the ultimate economic benefit to Maiden.
As shown in the table below, adjusted for the recognition into income of the decrease in unamortized deferred gain on retroactive reinsurance of $1.4 million during the three and six months ended June 30, 2020 , the non-GAAP underwriting loss was $1.4 million and $5.1 million , respectively, compared to $39.1 million and $81.8 million for the same respective periods in 2019 . The non-GAAP combined ratio during the three and six months ended June 30, 2020 was 138.4% and 134.3% , respectively, compared to 136.1% and 132.5% during the same respective periods in 2019 .
For the Three Months Ended June 30,
For the Six Months Ended June 30,
2020
2019
2020
2019
Combined ratio
131.8
%
136.1
%
131.7
%
132.5
%
Less: change in unamortized deferred gain on retroactive reinsurance
(6.6
)%
—
%
(2.6
)%
—
%
Non-GAAP combined ratio
138.4
%
136.1
%
134.3
%
132.5
%
61
Non-GAAP Net Loss and LAE
As noted previously, the recognition of the decrease in the unamortized deferred gain on retroactive reinsurance of $1.4 million increased net loss and LAE for the three and six months ended June 30, 2020 by $1.4 million in the calculation of non-GAAP Loss and LAE as shown in the table below:
For the Three Months Ended June 30,
For the Six Months Ended June 30,
($ in thousands)
2020
2019
2020
2019
Net loss and LAE
$
11,008
$
121,561
$
32,094
$
274,250
Less: change in unamortized deferred gain on retroactive reinsurance
(1,410
)
—
(1,410
)
—
Non-GAAP net loss and LAE
$
12,418
$
121,561
$
33,504
$
274,250
Adjusted for the recognition into income of the decrease in the deferred gain on retroactive reinsurance of $1.4 million during the three and six months ended June 30, 2020 , non-GAAP net loss and LAE was $12.4 million and $33.5 million , respectively, compared to net loss and LAE of $121.6 million and $274.3 million incurred for the same respective periods in 2019 , and the non-GAAP net loss and LAE ratio was 57.6% and 63.0% , respectively, compared to net loss ratios of 90.2% and 86.1% for the same respective periods in 2019 .
Adjusted Shareholders' Equity, Adjusted Total Capital Resources, Adjusted Book Value per Common Share, and Ratio of Debt to Total Adjusted Capital Resources
The Adjusted Shareholders' Equity, Adjusted Total Capital Resources and Adjusted Book Value per Common Share at June 30, 2020 and December 31, 2019 reflect the addition of the unamortized deferred gain on retroactive reinsurance to the GAAP shareholders' equity as depicted in the computations below.
The estimated deferred gain of $111.5 million at June 30, 2020 and $113.0 million at December 31, 2019 arises from the LPT/ADC Agreement with Cavello relating to losses subject to that agreement which are fully recoverable from Cavello. The inclusion of the unamortized deferred gain in these metrics better reflects the ultimate economic benefit of the LPT/ADC Agreement, which will improve Maiden's shareholders' equity over the settlement period under the terms of the agreement.
Reconciliation of shareholders' equity to Adjusted shareholders' equity and Adjusted Total Capital Resources
The following table computes adjusted shareholders' equity and adjusted total capital resources by recognizing the unamortized deferred gain on retroactive reinsurance at June 30, 2020 and December 31, 2019 :
($ in thousands)
June 30, 2020
December 31, 2019
Change
Change %
Preference shares
$
465,000
$
465,000
$
—
—
%
Common shareholders' equity
65,739
42,718
23,021
53.9
%
Total shareholders' equity
530,739
507,718
23,021
4.5
%
Unamortized deferred gain on retroactive reinsurance
111,540
112,950
(1,410
)
(1.2
)%
Adjusted shareholders' equity
642,279
620,668
21,611
3.5
%
Senior Notes - principal amount
262,500
262,500
—
—
%
Adjusted total capital resources
$
904,779
$
883,168
$
21,611
2.4
%
Reconciliation of Book Value per Common Share to Adjusted Book Value per Common Share
The adjusted book value per common share as reconciled for the recognition of the unamortized deferred gain on retroactive reinsurance at June 30, 2020 and December 31, 2019 was computed as follows:
June 30, 2020
December 31, 2019
Book value per common share
$
0.78
$
0.51
Unamortized deferred gain on retroactive reinsurance
1.31
1.36
Adjusted book value per common share
$
2.09
$
1.87
62
Ratio of Debt to Adjusted Total Capital Resources
Management uses this non-GAAP measure to monitor the financial leverage of the Company. This measure is calculated using the total principal amount of debt divided by the sum of adjusted total capital resources as computed in the table above. The ratio of Debt to Adjusted Total Capital Resources at June 30, 2020 and December 31, 2019 was computed as follows:
($ in thousands)
June 30, 2020
December 31, 2019
Senior notes - principal amount
$
262,500
$
262,500
Adjusted shareholders’ equity
642,279
620,668
Adjusted total capital resources
$
904,779
$
883,168
Ratio of debt to adjusted total capital resources
29.0
%
29.7
%
Currency and Foreign Exchange
We conduct business in a variety of foreign (non-U.S.) currencies, the principal exposures being the euro and the British pound. Assets and liabilities denominated in foreign currencies are exposed to changes in currency exchange rates. Our reporting currency is the U.S. dollar, and exchange rate fluctuations relative to the U.S. dollar may materially impact our results and financial position. Our principal exposure to foreign currency risk is our obligation to settle claims in foreign currencies. In addition, in order to minimize this risk, we maintain and expect to continue to maintain a portion of our investment portfolio in investments denominated in currencies other than the U.S. dollar. We may employ various strategies (including hedging) to manage our exposure to foreign currency exchange risk. To the extent that these exposures are not fully hedged or the hedges are ineffective, our results of operations or equity may be adversely affected. At June 30, 2020 , no such hedges or hedging strategies were in force or had been entered into. We measure monetary assets and liabilities denominated in foreign currencies at period end exchange rates, with the resulting foreign exchange gains and losses recognized in the unaudited Condensed Consolidated Statements of Income. Revenues and expenses in foreign currencies are converted at average exchange rates during the period. The effect of the translation adjustments for foreign operations is included in AOCI.
Net foreign exchange losses of $2.1 million and net foreign exchange gains of $6.3 million were generated during the three and six months ended June 30, 2020 , respectively, compared to foreign exchange gains of $1.2 million and $1.9 million for the three and six months ended June 30, 2019 , respectively.
Effects of Inflation
The anticipated effects of inflation are considered explicitly in the pricing of the insured exposures, which are used as the initial estimates of reserves for loss and LAE. In addition, inflation is also implicitly accounted for in subsequent estimates of loss and LAE reserves, as the expected rate of emergence is in part predicated upon the historical levels of inflation that impact ultimate claim costs. To the extent inflation causes these costs, particularly medical treatments and litigation costs, to vary from the assumptions made in the pricing or reserving estimates, the Company will be required to change the reserve for loss and LAE with a corresponding change in its earnings in the period in which the variance is identified. The actual effects of inflation on the results of operations of the Company cannot be accurately known until claims are ultimately settled.
Off-Balance Sheet Arrangements
At June 30, 2020 , we did not have any off-balance sheet arrangements as defined by Item 303(a) (4) of Regulation S-K.
Recent Accounting Pronouncements
See " Part I, Item 1 - Notes to Condensed Consolidated Financial Statements (unaudited) Note 2. Significant Accounting Policies " for a discussion on recently issued accounting pronouncements not yet adopted.
63
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.