Management's Responsibility for the Unconsolidated Condensed Financial Statements

Transcription

1 MAZARS June 3, 217 INDEPENDENT AUDITORS' REPORT To the Board of Directors We have audited the accompanying unconsolidated condensed financial statements of Wind haven Insurance Limited (the "Company"), which comprise the unconsolidated condensed balance sheet as of December 31, 216, and the related unconsolidated condensed statement of income and unconsolidated condensed statement of capital and surplus for the year then ended, and notes, comprising a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Unconsolidated Condensed Financial Statements Management is responsible for the preparation and fair presentation of the unconsolidated condensed financial statements based on the financial reporting provisions of The Insurance Act 1978, amendments thereto and the Insurance Account Rules 216 with respect to Condensed General Purpose Financial Statements (the "Legislation"). Management is also responsible for the design, implementation, and maintenance of internal controls relevant to the preparation and fair presentation of unconsolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these unconsolidated condensed financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the unconsolidated condensed financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the unconsolidated condensed financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the unconsolidated condensed financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the unconsolidated condensed financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the unconsolidated condensed financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Victoria Hall, 7 1 Floor, 11 Victoria Street, Hamilton HM11, Bermuda P.O. Box HM 1614, Hamilton, HM GX, Bermuda Tel: Fax: info@mazars.bm

2 INDEPENDENT AUDITORS' REPORT (continued) Basis for Adverse Opinion on Accounting Standards Generally Accepted in the United States of America As described in Note 3 to the unconsolidated condensed financial statements, the unconsolidated condensed financial statements are prepared by the Company based on the financial reporting provisions of the Legislation, which is a basis of accounting other than accounting standards generally accepted in the United States of America. The effects on the unconsolidated condensed financial statements of the variances between the basis of accounting described in Note 3 and accounting standards generally accepted in the United States of America are material. Further, as described in note 3, the Company has not consolidated the financial statements of its subsidiaries, Wind haven Managers, Inc. and Wind haven Insurance Company. The investment in affiliates is therefore accounted for on a cost basis by the Company. Under accounting principles generally accepted in the United States of America, the subsidiaries should have been consolidated because they are controlled by the Company. Had Wind haven Managers, Inc. and Windhaven Insurance Company been consolidated, many elements in the accompanying unconsolidated condensed financial statements would have been materially affected. The effects on the financial statements of the failure to consolidate have not been determined. Adverse Opinion on Accounting Standards Generally Accepted in the United States of America In our opinion, because of the significance of the matter discussed in the "Basis for Adverse Opinion on accounting standards generally accepted in the United States of America" paragraph, the unconsolidated condensed financial statements referred to above do not present fairly, in accordance with accounting standards generally accepted in the United States of America, the unconsolidated financial position of the Company as of December 31, 216, or the unconsolidated results of its operations or its cash flows for the year then ended. Opinion on Unconsolidated Condensed Financial Statements In our opinion, the unconsolidated condensed financial statements referred to above present fairly, in all material respects, the unconsolidated financial position of the Company as of December 31, 216, and the unconsolidated results of its operations for the year then ended, in accordance with the financial reporting provisions of the Legislation described in Note 3. Chartered Professional Accountants Hamilton, Bermuda

3 ... CONDENSED CONSOLIDATED BALANCE SHEET As at expressed In December 31, 216 I United states DOllars LINE No, CASH AND CASH EQUIVALENTS 1,14,986) 4. (b) (C) IO) IQ (g) (h) INVESTMENTS IN 4ND ADVANCES TO AFFILIATES Unregula1ed entlties thnt conduct ancillary services Unregulated non-financial operating enuues Unregulated financial opetating cntitjes negulated non-insurance financial operau11g entitles Regulated lnsu-tance financial opctatlng entities Total investments In affiliates Advances 1o aff11la1es Total investments In and advsnces 1 atfl\fotes 6, , , I 37.92,36 1. (bl (c) ACCOUNTS AND PREMIUMS RECEIVABLE! In course of coijectlon Deferred- not yet due Receivables rtom retrocessiona l tontracls Total accounts and premiums receivable ~ TOTAL 39,161,397 TOTAL INSURANCE RESERVES, OTHER LIABILITIES AND STATUTORY CAPITAL AND SURPLUS 16. (b) (C) 17. (b) (c) UNEARNED PREMIUM RESERVE Gross unoarned premtum reserves l ess: Ceded unearned premium reserve l Foreign affiliates il. Domestic afr11ates IIi. Pools & associations iv. All other insurers Total ceded uneerned ptemlum reser.to Net unearned premium reserve LOSS AND LOSS EXPENSE PROVISIONS: Gross loss and loss expense provisions less: Reinsurance r'eooverable ba lance I. Fo1e1gn affiliates II. Domestic afflllates Ill. Pools & assogiatlons tv. All other reinsurers Total rcins\lrance recoverable balan ce Net foss and loss e,.;pense provisions , so I 272, OTHER GENERAL BUSINESS INSURANCE RESERVES 19. TOTAL GENERAL BUSINESS INSURANCE RESERVES OTHER liabilmes 3. LOANS AND NOTES PAYABLE 32. AMOUNTS DUE TO AFFILIATES 33. ACCOUNTS PAYABLE 4ND ACCRUED LIABILITIES 38. TOTAL OTHER LIABILITIES 39. TOTAL INSURANCE RESERVES AND OTHER LIABILITIES 15,1 GJ,559 I 1D,B73.Hl l 39,{161 26,76, ,361 CAPITAL AND SURPLUS 4. TOTAL CAPITAL AND SURPLUS 41. TOTAL 12,676,36 39,161,397 TRUE

4 CONDENSED CONSOLIDATED STATEMENT OF INCOME Wind haven Insurance llct. As at December 31, 216 expressed In United States Dollars tine No. 216 GENERAl BUSINESS UNDERWRITING INCOME 1. GROSS PREMIUMS WRITIEN Olrecl gross premiums wtitten {b) Assumed gross premlvms wri«en {c) Total g(oss premiums written 48, REINSURANCE PREMIUMS CEDED 3. NET PREMIUMS WRITTEN 46,375 4, INCREASE (DECREASE) IN UNEARNED PREMIUMS (136, NET PREMIUMS EARNED 272,26 6. OiliER INSURANCE INCOME 7. TOTAL GENERAL BUSIN ESS UNDERWRITING INCOME GENERAL BUSINESS UNDERWRITING EXPENSES 8. NET LOSSES INCURRED AND NET LOSS EXPENSES INCURRED 212.2so 1 9. COMMISSIONS ANO BROKERAGE 1. TOTAL GENERAL BUSINESS U NOERWRITI~'G EXPENSES 272,25 ll. NET UNDERWRITING PROFIT (LOSS) - GENERAl BUSINESS 29. COMBINED NET UNDERWRITING RESULTS BEFORE THE UNDERNOTED ITEMS UNDERNOTED ITEMS 3. COMBINED OPERATING EXPENSE (n) Ge neral and adminl strauon I ! {b) Personnel cos1 (c) Oiher Total combined operating ekpe nses 188,<11 3i COMBINED INVESTMENT INCOME NET 1.oo1.oso I 32. COMBINED OTiiER INCOME (DEDUCTIONS) 1so.ooo I 33. COMBIN ED INCOME BEFORE TAXES 1, COMBINED INCOME TAXES (If APPLICABLE}: Current (b) Deferfe!l Total 35. COMBINED INCOME BEFORE REALIZED GAINS (LOSSES) 1,393,9 36. COMBINED REALIZED GAINS (losses} so I 37, COMBINED INTEREST CHARGES!.799.so3 I 38. NET INCOME ( )

5 CONDENSED CONSOLIDATED STATEMENT OF CAPITAL AND SURPLUS. ' As., December 31, 216 expressed in Ul\ltod States Dollars LINE No CAPITAL: (b) {c) Capital Stock (I) Common Srh e:r:::es, =="'""' authodmd 12. shares of par value 1. each issued and fully paid I 2, shares (II) I (A) Prefe1red sfh,o,_,re='s'-: ----, authori-zed I shares of par value each issued and fully paid. share:; aggregate liquidation value fo r - 216~ j 215~ ~ (B) Preferred shares Issued by a subsidiary: authorized I value I fulty paid.. shares aggregatoliquldalion vshj e for ~ ~ ' shares of par each Issued and lshates of par (Ill} Treasury Srh"'ar"'e,_s ----, repurchased I value.. each Issued Conttibuted surplus Any other fixed capital (I) H)'b rld capital Instruments (} Guarantees and othe1s (liij Tota1 any other fixed capital Total Cap~al 12o.ooo I 6,414, ,534, SURPLUS: (b) Surplus. Beginning or Vear Add: Income for the yeijt 6A36.BOJ I (c) l ess: Dividends paid and payable Add (Deduct) change In unrealized appreciation (depreclauon) of Investments (e) Add (Deduct) change In any other surplus If) Surplus End of Year 3. MINORITY INTEREST 4. TOTAL CAPITAL AND SURPlUS

6 NOTES TO CONDENSED GENERAL PURPOSE FINANCIAL STATEMENTS Matters to be set forth in a General Note to the Financial Statements 1. Windhaven Insurance Limited (formerly Windhaven Holdings, Ltd.) is owned by Jimmy E. Whited. The Company was incorporated under the laws of Bermuda on 16th November 24 and holds a Class 3A license under the Insurance Act 1978 of Bermuda. 2. The Company provides catastrophic excess of loss reinsurance to a third party. The policy is effective 28th October 216 and covers reinsurance of a % share of losses and premium. 3. The condensed general purpose financial statements have been prepared in conformity with the financial reporting provisions of the Insurance Act 1978, amendments thereto and the Insurance Account Rules 216 with respect to Condensed General Purpose Financial Statements (the "Legislation"). The condensed general purpose fmancial statements are based upon accounting principles generally accepted in the United States of America ("US GAAP") but are in accordance with the reporting requirements of the Legislation, which vaties in certain respects from US GAAP. The more significant variances are as follows: A statement of cash flows is not included; A statement of comprehensive income is not included; The presentation and classification of financial statement line items is in accordance with Schedules IX and XI of the Insurance Account Rules 216 and differ from the expected presentation and classification under US GAAP; and The notes included in the condensed general purpose financial statements have been prepared in accordance with Schedule X of the Insurance Account Rules 216 a nd exclude certain information required under US GAAP. The Company has not consolidated the financial statements of its subsidiary, Windhaven Managers, lnc. Investment in Windhaven Mana gers, Inc. has been presented at cost. Windhaven Managers, Inc. also holds a subsidiary which has not been consolidated (Wirldhaven Insurance Company); the value of this investment has been included at cost per the Section 56 direction. Under accounting principles generally accepted in the United States of America, the subsidiaries should have been consolidated because they are controlled by the Company. Had Windhaven Managers, Inc. and Windhaven Insurance Company been consolidated, many clements in the accompanying condensed financial statements would have been materially affected. The effects on the financial statements of the failure to consolidate have not been determined. 4. The prepara tion of financial statements require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the r eporting date of the fmancial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. a. Premiums assumed and acquisition expenses Premiums assumed are recorded on an accruals basis and pro-rated over the life of the insurance contracts. The unearned portions of premiums are deferred irl the balance sheet. b. Outstanding losses and loss expenses Losses and loss expenses paid are recorded when advised by the ceding insurance company. Outstanding losses are comprised of estimates of the amount of reported losses and the loss expenses received from the ceding insurance company plus a provision for losses incurred but not reported based on the recommendation of an independent actuary using the past loss experience of the company and industry data. The Company has limited loss history of its own on which to base estimates of incurred but not reported losses and therefore industry data has been used. All provisions a re periodically reviewed and evaluated in the light of emerging claim experience and changing circumstances. Management believes that the provision for outstanding losses and loss expenses will be adequate to cover the ultimate net cost of losses incurred to the balance sheet date, but the provision is necessarily an estimate and may ultimately be settled for a significantly greater or lesser amount. Any subsequent 1

7 difference arising are recorded in the period in which they are determined. The provision for losses has not been discounted. c. Investment income Investment income comprises interest income from cash held in banks and loans to affiliated companies, and is recognized on an accrual basis. d. Financial instruments Financial assets and liabilities with the exception of investments in subsidiaries are recorded at fair value. e. Investments in affiliates The Company holds investments in Windhaven Managers, Inc. [USA), Windhaven Insurance Company Ltd. (USA}, and ARM Insurance Ltd (Guernsey) Segregated Account No. Series G45 "Windhaven". 1. Investment in Windhaven Managers, Inc. has been presented at cost. Windhaven Managers, Inc. holds 1% investment in Windhaven Insurance Company Ltd. Per the Section 56 direction issued 15lh May 217 the investment in Windhaven Insurance Company Limited is presented at cost. 2. Investment in preferred shares and contributed surplus of Windhaven Insurance Company Ltd. has been presented at cost per the Section 56 direction issued 15 1 h May Investment in ARM Insurance Ltd. Segregated Account No. Series G45 "Windhaven" has been valued using the equity method. 5. Premiums income - see note 4 a. Investment income - see note 4 c. Commission income- not applicable 6. Not applicable. 7. Not applicable. 8. Not applicable. 9. Not applicable. 1. Not applicable. 11. Not applicable. 12. Not applicable. 13. Investments Fair Value Measurement Level 1: Quoted prices (una djusted) in active markets for identical assets and liabilities that the reporting entity can access at the measurement date. Level 2: inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly. Level 3 : Unobservable inputs Per the Section 56 direction issued 15th May 217 the investment in affiliates are presented at cost, and measured as level 3 investments. 2.

8 At December 31, 216, the Company has determined fair value hierarchy as follows: Level 1 Level2 Level3 Total December 31, 216 $ $ $ $ Investment in affiliates 28,87,82 28,87,82 Total inves tments 28,87,82 28,87, Advances to affiliates consist of the following: Windhaven Insurance Company $ The balance of the loan to Wind haven Insurance Company Ltd. as of December 31, 216 was $9,832,486 including accrued interest of $1,932,486. The terms of the various loans are as follows: Principal $1,35, $1,1, $1,2, $1,5, $1,9, $ 85, $7,9, Annual Interest 8.% 8.% 8.% 8.% 5.% 5.% Repayment Date March 31, 217 June 3,217 June 3, 217 June 3, 217 June 3, 218 September 3, 218 Interest is payable upon redemption at the annual interest rates per annum above, compounded daily. 2. Investments in affiliates consist of the following: Windhaven Insurance Company - Preferred shares & contributed surplus ARM! Ltd Segregated Account No. Series G45 "Wind haven"- equity method* Windhaven Managers Inc. - at cost Total investment in affiliates $21,775,744 11,576 6,3,5 $ Windhaven Insurance Company Preferred shares investment accrue interest at 5.8% per annum compounded daily. 15. Related party transactions during the year ended 31st December 2 16: General and administrative expenses incurred with directors of the Company Interest charges incurred with affiliate companies Interest income earned from affiliate companies Other income earned from affiliate companies Repayments of loans payable to director Receipt of loans receivable from affiliate companies Repayment of loans payable to affiliate companies Payment for additional investment in afflliates $ 144, 1,799,83 1,41,5 18, 37, 53, 7,5, 11,9, Please refer to Note 14 above and Balance Sheet Note 3 for details of loans with affiliates. 16. No transactions made or other events have occurred between the reporting period end date and the date of approval of the fmancial statements by the board of directors which materially affect the fmancial statements as presented. 3

9 17. Not applicable. Matters to be set forth in Notes to the Statement of Capital and Surplus 1 Capital Stock- Authorized share capital is issued and fully paid, $12, at par value $1. of which $18, were additional shares issues in the year ended 31 December 216. l(b) 2(c) Contributed surplus- Contributed surplus is fully paid of $6,414,677 of which $114,177 was an additional contribution in the year ended 31 December 216. Dividends paid and payable - Not applicable. Matters to be set forth in Notes to the Balance Sheet - Class 3A, Class C, and Class D 1. Not applicable. 2. Not applicable. 3. Not applicable. 4. See General Notes- Note Not applicable. 6. Not applicable. 7. Not applicable. 8. Not applicable. 9. Investment income due and accrued Accrued interest receivable as of 31st December 216 was $1,932,486 and has been included in advances to affiliates. 1. Accounts and premiums receivable Details of collateralized balances- None. (b) The amount of the premiums r eceivable balance with affiliates- None. 11. Not applicable. 12. Not applicable. 13. Not applicable. 14. Not applicable. 16. Unearned premium reserve Refer to Note 4. Unearned premium reserve has been computed based on the term of the reinsurance contract and the period of time that has passed up to the reporting date. Acquisition costs have not been deducted in calculating the amount of unearned premium. 17. Loss and loss expense provisions Gross loss and loss expense provisions at beginning of the year $ 4

10 Less: Reinsurance recoverable at beginning of the year Net loss and loss expense provisions at beginning of year Current year net incurred losses and loss expenses Prior year net incurred losses and loss expenses Total net incurred losses and loss expenses Current year losses paid or payable Prior year losses paid or payable Total losses paid or payable Foreign exchange and other Net loss and loss expense provisions at the end of the year Add: reinsurance recoverable at the end of the year Gross loss and loss expense provisions at the end of the year 272,25 272,25 272,25 272,25 There are no restricted assets or unsecured policyholder obligations. 2. Not applicable. 21. Reserves for unreported claims Reserves have been established using estimates of total losses for the policy and have been confirmed by an independent loss reserve specialist. 22. Not applicable. 23. Not applicable. 24. Not applicable. 25. Not applicable. 26. Not applicable. 27. Not applicable. 28. Not applicable. 29. Not applicable. 3. Loans and notes payable: Loans and notes payable consist of the following: Greenlight Capital Re. Ltd. $15.,163,559 Loan payable to Greenlight Capital Re. Ltd. The balance of the loan as of December 31, 216 was $15,163,559 including accrued interest of $1,849,224. The loan agreement is an uncommitted revolving loan facility with the aggregate principal amount not exceeding $3,, USD. Interest is payable at 9.5% per annum compounded daily. Maturity of the existing facility is June 3, Not applicable. 32. Amounts due to affiliates Windhaven Managers lnc. Shareholder Whited Gold Segregated Account of Quest SAC Ltd. (affiliate) Whited Green Segregated Account of Quest SAC Ltd. (affiliate) Whited Red Segregated Account of Artex SAC Ltd. (affiliate) Whited Silver Segregated Account of Artex SAC Ltd. (affiliate) 12,155 8,5 7,484,159 86, ,85 2,125,789 Total amounts due to affiliates $ Loan payable to Windhaven Managers Inc. The balance of the loan as of December 31, 216 was $12,155. The loan is interest free and has no specific terms of repayment. 5

11 Loan payable to shareholder The balance of the loan as of December 31, 216 was $8,5. The loan is interest free and has no specific terms of repayment. Loan payable to R&Q Quest (SAC) Ltd. Segregated Account Whited Gold The balance of the loan as of December 31, 216 was $7,484,159 including accrued interest of $511,445. The loan period is 364 days and is renewable at the d iscretion of the lender subject to annual review. Interest is payable upon redemption at 9.5% per annum compounded daily. Loan payable to R&Q Quest (SAC) Ltd. Segregated Account Whited Green The balance of the loan as of December 3 1, 216 was $86,258 including accrued interest of $425,655. The loan period is 364 days and is renewable at the discretion of the lender subject to annual review. Interest is payable upon redemption at 2% per annum compounded daily. Loan payable to Artex SAC Ltd. Segregated Account Whited Red The balance of the loan as of December 3 1, 2 16 was $2 56,85. The loan period is 3 64 days and is renewable at the discretion of the lender subject to annual review. Interest is payable upon redemption at 2% per annum compounded daily. Loan paya ble to Artex SAC Ltd. Segregated Account Whited Silver The balance of the loan as of December 31, 216 was $2,125,789 including interest of $27,694. The loan period is 364 d ays and is renewable at the discretion of the lender subject to annual review. Interest is payable upon redemption at 9.5% per annum compounded da ily. 33. Accounts payable and accrued liabilities consist of: Management expenses Actuarial fees Audit fees Total accounts payable $ 19,71 5, 15, $ Not applicable. 35. Not applicable. 36. No t applicable. 37. Not applicable. Matters to be set forth in Notes to the Consolidated Statement of Income - Class 3A, Class C, and Class D 6. Not applicable. 15. Not applicable. 32. Other income consis ts of monthly management fee received from Windhaven Insurance Company. 36. Not applicable. 6