MULTI-STRAT RE LTD. CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2016 AND DECEMBER 31, 2015

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1 CONSOLIDATED FINANCIAL STATEMENTS (AND INDEPENDENT AUDITOR S REPORT THEREON) FOR THE YEARS ENDED

2 MULTI -STRAT RE LTD. CONSOLIDATED FINANCIAL STATEMENTS AS AT CONTENTS Independent Auditor s Report... 2 Consolidated Balance Sheet... 3 Consolidated Statement of Income and Comprehensive Income... 4 Consolidated Statement of Changes in Shareholder s Equity... 5 Consolidated Statement of Cash Flows... 6 Notes to the Consolidated Financial Statements

3 kpmg KPMG Audit Limited Crown House 4 Par-la-Ville Road Hamilton HM 08 Bermuda Mailing Address: P.O. Box HM 906 Hamilton HM DX Bermuda Telephone Fax Internet Independent Auditor s Report The Board of Directors Multi-Strat Re Ltd. We have audited the accompanying consolidated financial statements of Multi-Strat Re Ltd. and its subsidiary, which comprise the consolidated balance sheets as of December 31, 2016 and December 31, 2015, and the related consolidated statement of income and comprehensive income, changes in shareholder s equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits 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 consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the consolidated 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 entity 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 consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly in all material respects, the financial position of Multi-Strat Re Ltd. and its subsidiary as of December 31, 2016 and 2015, and the results of their operations and their cash flows for the years then ended in accordance with U.S. generally accepted accounting principles. Chartered Professional Accountants Hamilton, Bermuda July 31, KPMG Audit Limited, a Bermuda limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. All rights reserved.

4 CONSOLIDATED BALANCE SHEET AS AT (Expressed in United States Dollars) December 31 December Note $ $ ASSETS: Cash and cash equivalents 3 1,022, ,192 Restricted cash and cash equivalents Reinsurance balances receivable 4 916,495 32,285,388 3,153,648 20,611,172 Losses and loss adjustment expenses recoverable 7 49,668,423 38,379,655 Unearned premium ceded reserves 13,598,708 1,530,926 Commissions receivable 1,580,043 1,060,577 Advances to affiliates 6 853, ,042 Accounts receivable and accrued interest - 159,612 Funds withheld 85, ,000 Total assets 100,010,825 66,271,824 LIABILITIES AND SHAREHOLDER S EQUITY: Reinsurance balances payable 31,773,110 20,241,467 Losses and loss adjustment expenses reserves 8 50,441,420 39,707,586 Unearned premium reserves 13,598,708 1,530,926 Commissions payable 658,791 1,060,577 Advances from affiliates 6 148, ,385 Acquisition costs payable 227, ,761 Accounts payable and accrued expenses 368, ,998 Deferred commission income 733,850 30,618 Total liabilities 97,950,414 64,138,318 SHAREHOLDER S EQUITY Share capital , ,000 Additional paid-in capital 9,999 9,999 Retained earnings 1,930,412 2,003,507 Total shareholder s equity 12 2,060,411 2,133,506 Total liabilities and shareholder s equity 100,010,825 66,271,824 The accompanying notes should be read in conjunction with these consolidated financial statements SIGNED ON BEHALF OF THE BOARD OF DIRECTORS: DIRECTOR DIRECTOR 3

5 CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME FOR THE YEARS ENDED (Expressed in United States Dollars) December 31 December Note $ $ UNDERWRITING INCOME: Premiums written 36,552,762 22,919,736 Premiums ceded (36,727,762) (22,919,736) Net premiums written (175,000) - Change in gross unearned premiums (12,067,782) (1,530,926) Change in ceded unearned premiums 12,067,782 1,530,926 Net premiums earned (175,000) - UNDERWRITING EXPENSES: Losses and loss adjustment expenses incurred 7,8 27,122,211 24,842,029 Losses and loss adjustment expenses ceded 7,8 (27,480,285) (24,842,029) Acquisition costs incurred (160,520) 1,614,172 Acquisition costs ceded 171,729 (1,614,172) Total underwriting expenses (346,865) - NET UNDERWRITING INCOME 171,865 - OTHER INCOME AND EXPENSES: Gain from bargain purchase 11-1,700,089 Fee income, ceding commissions 801, ,315 Fee income, underwriting performance fees - 12,296 Fee income, account management fees 397, ,616 Fee income, novation fees - 57,769 Fee income, advisory fees - 190,000 Fee income, profit commission (401,786) 1,060,576 Investment income 4,477 - Total revenues 801,653 3,677,661 General and administrative expenses (1,448,399) (929,698) Profit commission expense 401,786 (1,060,576) Total other income and expenses (244,960) 1,687,387 NET (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME (73,095) 1,687,387 The accompanying notes should be read in conjunction with these consolidated financial statements 4

6 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER S EQUITY FOR THE YEARS ENDED (Expressed in United States Dollars) Additional Share Paid-in Retained Capital Capital Earnings Totals $ $ $ $ Shareholder s equity December 31, , , ,120 Issue of shares 119, ,999 Comprehensive income for the year - - 1,687,387 1,687,387 Shareholder s equity December 31, ,000 9,999 2,003,507 2,133,506 Comprehensive loss for the year - - (73,095) (73,095) Shareholder s equity December 31, ,000 9,999 1,930,412 2,060,411 The accompanying notes should be read in conjunction with these consolidated financial statements 5

7 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED (Expressed in United States Dollars) December 31 December OPERATING ACTIVITIES: $ $ Net (loss) income from operations (73,095) 1,687,387 Adjustments to reconcile net income from operations to cash used in operating activities: Net changes in non-cash balances relating to operations: Accounts receivable and accrued interest 159,612 (134,637) Reinsurance balances receivable (11,674,216) 7,938,828 Losses and loss adjustment expenses recoverable (11,288,768) (10,710,280) Unearned premium ceded reserves (12,067,782) (1,530,926) Profit commission receivable (519,466) (1,060,577) Advances to affiliates (436,932) (607,042) Funds withheld 223,342 - Reinsurance balances payable 11,531,643 (6,998,933) Losses and loss adjustment expenses reserves 10,733,834 10,710,280 Advances from affiliates (583,147) 621,385 Unearned premium reserves 12,067,782 1,530,926 Commissions payable (401,786) 1,060,577 Acquisition costs payable (91,391) (561,864) Accounts payable and accrued expenses (148,071) 6,253 Deferred commission income 703,232 30,618 Gain from bargain purchase - (1,700,089) Cash and cash equivalents (used in) provided by operating activities (1,865,209) 281,906 INVESTING ACTIVITIES: Acquisition, net of cash acquired - 248,287 Movement in restricted cash and cash equivalents 2,237,153 - Cash and cash equivalents provided by investing activities 2,237, ,287 FINANCING ACTIVITIES: Proceeds from issuance of shares - 119,999 Cash and cash equivalents provided by financing activities - 119,999 Increase in cash and cash equivalents for the year 371, ,192 Cash and cash equivalents, beginning of year 650,192 - Cash and cash equivalents, end of year 1,022, ,192 The accompanying notes should be read in conjunction with these consolidated financial statements 6

8 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Nature of the Business Multi-Strat Re Ltd. (the Company ), was incorporated in Bermuda on August 20, 2012, and is 100% owned subsidiary of Multi-Strat Holdings Ltd., a company incorporated in Bermuda. The Company was licensed as a Special Purpose Insurer under The Insurance Act (1978), amendments thereto, and related regulations ( the Act ) on August 28, The Company was relicensed as a Class 3A Insurer on October 21, The Company provides reinsurance for captives, insurance and reinsurance companies, managing general agencies, risk retention groups, run-off companies, and other insurance-related companies requiring surplus relief, risk capacity, and risk protection by assuming low loss volatility loss portfolio transfers and capped quota share business from multiple sources and retroceding all of its risks to Bermudian Class 3A reinsurers ( Participating Reinsurers ). All insurance contracts retroceded by the Company are fully collateralized through letters of credit or reinsurance trust agreements. The Company and each of the Participating Reinsurers have entered into: (i) a Master Services Agreement whereby the Company provides certain underwriting and administrative services to the Participating Reinsurers, and (ii) a Quota Share Retrocession Agreement whereby the Participating Reinsurers agree to assume a quota share percentage of the business written by the Company. In addition, Participating Reinsurers have supplementary agreements with the Company specifying certain applicable terms. In December 2015 the Company acquired 100% of the issued share capital of Garden Insurance Company of Vermont ( Garden ) (Note 11). Through June 30, 2015 Garden provided workers compensation, auto liability, general liability (including products liability), auto physical damage and Terrorism Risk Insurance Act coverage to Elixir Industries, its parent company. Elixir Industries was a major supplier for manufactured housing and recreational vehicles in the United States. Garden ceased underwriting business on June 30, Significant Accounting Policies The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ( U.S.GAAP ), and are denominated in U.S. dollars. These consolidated financial statements include the results of the Company and its 100% owned subsidiary, Garden. Intercompany accounts and transactions have been eliminated on consolidation. The following are the significant accounting policies adopted by the Company: Use of estimates To prepare the consolidated financial statements, management has to make estimates and assumptions that affect the book value of assets and liabilities, income and expenses, and data disclosed in the notes to the financial statements. All estimates are subjective in nature and could materially influence the financial statements. Accordingly, management makes these estimates and assessments on an ongoing basis according to past experience and various factors that are deemed reasonable and which constitute the basis for these assessments. The amounts shown in the Company s future financial statements are likely to differ from these estimates in accordance with changes in assumptions or different conditions. 7

9 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2. Significant Accounting Policies (continued) The principal significant estimates made by the Company s management primarily affect the losses and loss adjustment expenses reserves. Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held on call with banks, and other short-term highly liquid investments with a maturity of three months or less at the date of purchase. The carrying value approximates fair value because of the short-term nature and high liquidity of these assets. Revenue recognition and acquisition costs Insurance premiums for prospective reinsurance contracts are earned over the loss exposure or coverage period of the underlying policies. Premiums for retroactive reinsurance policies are earned at the inception of the contracts, as all of the underlying loss events covered by the underlying policies occurred in the past. Any underwriting gain or loss at inception related to retroactive exposures in a reinsurance contract is recognized immediately. Premium adjustments are recorded in the periods in which they become known. Commissions and other costs incurred on the acquisition of new and renewal business are deferred and amortized over the terms of the policies or contracts of reinsurance to which they relate. The method followed in determining the deferred acquisition costs limits the amount of deferral to its realizable value by giving consideration to losses and expenses expected to be incurred as premiums are earned and also considers anticipated investment income. Interest income and general administrative expenses Interest income and general and administrative expenses are recognized on the accrual basis of accounting. Losses and loss adjustment expenses Losses and loss expenses paid are recorded when advised by ceding companies. The liability for loss and loss expense provisions includes an amount determined from loss reports and individual cases and an amount, based on the recommendations of an independent actuary using past loss experience and industry loss development factors, for losses incurred but not reported ( IBNR ). These estimates are continually reviewed and are necessarily subject to the impact of future changes in such factors as claims severity and frequency. While management believes that the amount is adequate, the ultimate liability is subject to inherent uncertainty given the nature of the reinsurance coverage in place and may be materially in excess of, or less than, the amounts provided and any adjustments will be reflected in the periods in which they become known. Taxation Under current Bermuda Law, the Company is not required to pay taxes in Bermuda on either income or capital gains. The Company has received an undertaking from the Minister of Finance in Bermuda that in the event of such taxes being imposed, the Company will be exempted from taxation until the year Garden is subject to the tax laws of the United States of America and accounts for income taxes in accordance with FASB ASC 740 Income Taxes. 8

10 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2. Significant Accounting Policies (continued) New Accounting Standards Adopted in 2016 Disclosure of Uncertainties about an Entity s Ability to Continue as a Going Concern In August 2014, the FASB issued Accounting Standards Update , Disclosure of Uncertainties about an Entity s Ability to Continue as a Going Concern ( ASU ). There was no guidance under U.S. GAAP regarding management s responsibility to assess whether there is substantial doubt about an entity s ability to continue as a going concern. Under ASU , the Company assesses its ability to continue as a going concern each interim and annual reporting period and provide certain disclosures if there is substantial doubt about the entity s ability to continue as a going concern, including management s plan to alleviate the substantial doubt. ASU was effective for the year ended December 31, The adoption of ASU did not have on a material impact on the Company s consolidated financial statements. 3. Concentration of credit risk As of December 31, 2016 cash and cash equivalents are held with two international financial institutions. 4. Restricted cash and cash equivalents Garden has cash and invested assets held in trusts of $916,495 ( $3,153,648) as security for reinsurance agreements. Included in this amount are certificates of deposits amounting to $nil ( $2,533,455) which have a maturity date in excess of 90 days from the date of purchase. 5. Fair value of financial instruments The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments: Cash and cash equivalents and restricted cash and cash equivalents: The carrying amounts reported in the statement of financial position for these instruments approximate their fair values. Other assets and liabilities: The fair value of reinsurance balances receivable, reinsurance balances payable, accounts payable and accrued expenses, approximates their carrying value due to their relative short term nature. The estimates of fair values presented herein are subjective in nature and are not necessarily indicative of the amounts that the Company would actually realize in a current market exchange. However, any differences would not be expected to be material. Certain instruments such as deferred acquisition costs, prepaid expenses, other assets, unearned premiums, outstanding losses and loss expenses and deposit liabilities are not required to be fair valued. Thus the total fair value amounts cannot be aggregated to determine underlying economic value of the Company. 6. Related party transactions Balances represent advances made to and from affiliates. The advances are non-interest bearing and repayable on demand. 9

11 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6. Related party transactions (continued) The advances to and from affiliates are with the Company s parent, Annapolis Consulting Group, Inc., ACG Brokers (Bermuda) Ltd. and Multi-Strat Advisors Ltd., all of which are 100% subsidiaries of the parent. The Secretary of Garden provides legal services to Garden. 7. Losses and Loss Adjustment Expenses Recoverable Losses and loss adjustment expenses recoverable represents amounts recoverable from Participating Reinsurers under Quota Share Retrocession and other Agreements that are required to be collateralized by letters of credit and reinsurance trust agreements. 8. Losses and Loss Adjustment Expenses Reserves The following table represents the activity in the losses and loss adjustment expenses reserves: $ $ Gross loss and loss expense provisions at beginning of year 39,707,586 27,669,375 Less: Reinsurance recoverable at beginning of year 38,379,655 27,669,375 Net loss and loss expense provisions at beginning of year 1,327,931 - Net losses and loss expenses incurred related to: Current year - - Prior years (358,074) - Total net incurred losses and loss expenses (358,074) - Net losses and loss expenses paid or payable related to: Current year - - Prior years (196,860) - Total loss and loss expenses paid or payable (196,860) - Amounts acquired (A) - 1,327,931 Net loss and loss expense provisions at end of year 772,997 1,327,931 Add: Reinsurance recoverable at end of year 49,668,423 38,379,655 Gross loss and loss expense provisions at end of year 50,441,420 39,707,586 A) This balance represents the fair value of reserves for losses and loss adjustment expenses assumed on the acquisition of our subsidiary. 10

12 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 8. Losses and Loss Adjustment Expenses Reserves (continued) Management believes that the assumptions used establishing its provision for loss and loss adjustment expenses represent a realistic and appropriate basis for estimating those reserves as of December 31, However, these assumptions are subject to change and the Company continually reviews and adjusts its reserve estimates taking into account all currently known information and updated assumptions related to unknown information. While management believes it has made a reasonable estimate of loss expenses occurring up to the balance sheet date, the ultimate costs of claims incurred could exceed the Company s reserves and have a materially adverse effect on its future results of operations and financial condition. As a result of changes in estimates of insured events in prior years, incurred loss and loss expenses decreased by $358,074 during 2016, which was due to favorable development across all lines of business in Garden. 9. Taxation As at December 31, 2016 Garden recorded a valuation allowance of $2,066,553 ( $1,856,050) against a deferred tax asset of the same amount as management believes it is more likely than not that all of the deferred tax asset will not be realized. The income tax expense was $nil in 2016 ( $nil). 10. Share Capital Authorized: $ $ 120,000 common shares of par value of $1 each 120, , , ,000 Issued and fully paid: Balance, beginning of period 120,000 1 Issued during the period Nil (2015: 119,999) shares of par value of $1 each - 119,999 Balance, end of period 120, , Acquisitions The Company accounts for acquisitions using the acquisition method of accounting, which requires that the acquirer recognize and measure the identifiable assets acquired and liabilities assumed at their acquisitiondate fair values. Effective December 14, 2015 the Company entered into a stock purchase agreement with Garden, subject to regulatory approval which was received on December 31, The purchase price of $240,000 was funded from available cash on hand. The following summarizes the estimated fair values of the assets acquired and the liabilities assumed at the date of the acquisition: 11

13 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 11. Acquisitions (continued) 2015 $ Total assets 3,975,910 Total liabilities (2,035,821) Net assets acquired at fair value 1,940,089 Purchase price (240,000) Excess of net assets over purchase price (negative goodwill) 1,700,089 The negative goodwill arose due to the vendors desire to exit the reinsurance market. 12. Statutory Requirements As a registered insurance company under the Bermuda Insurance Act 1978 amendments thereto and related regulations ( the Act ) the Company is required to prepare Statutory Financial Statements and to file a Statutory Financial Return annually (or as otherwise agreed, in certain circumstances). The Act also requires the Company to meet certain defined measures of solvency and liquidity. The statutory capital and surplus amounted to $2,060,411 and $2,133,506 as of December 31, 2016 and 2015 respectively. The minimum statutory capital and surplus required by the Act for the Company s current operations amounted to $1,000,000 and $120,000 at December 31, 2016 and 2015 respectively. Pursuant to insurance laws of the State of Vermont, Garden is required to maintain capital and surplus of $250,000. Garden s equity (capital and surplus) amounted to $1,060,012 ( $1,940,089) as of December 31, Subsequent Events The Company has evaluated known recognized and non-recognized subsequent events through July 31, 2017, the date the financial statements were available to be issued. Effective March 27, 2017 Garden converted from a pure to a sponsored cell captive insurance company. Garden will be setting up cells to run-off select books of business held by the Company. 12

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