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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q

 

x                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2013

 

OR

 

 

For the transition period from        to

 

Commission file number 001-31468

 

Montpelier Re Holdings Ltd.

(Exact Name of Registrant as Specified in Its Charter)

 

Bermuda (State or Other Jurisdiction of Incorporation or Organization)

98-0428969 (I.R.S. Employer Identification No.)

 

Montpelier House

94 Pitts Bay Road

Pembroke HM 08

Bermuda

(Address of Principal Executive Offices)

 

(441) 296-5550

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x		Accelerated filer o
Non-accelerated filer o		Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

As of November 1, 2013, the registrant had 49,442,670 common shares outstanding, with a par value of 1/6 cent per share (“Common Shares”).

 

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MONTPELIER RE HOLDINGS LTD.

 

INDEX TO FORM 10-Q

 

MONTPELIER RE HOLDINGS LTD.

 

Notes To Consolidated Financial Statements

(In millions of U.S. dollars, except share and per

share amounts or as otherwise indicated)

Unaudited

 

NOTE 1.  Basis of Presentation and Summary of Significant Accounting Policies

 

Basis of Presentation

 

Montpelier Re Holdings Ltd. (the “Company” or the “Registrant”) was incorporated as an exempted Bermuda limited liability company under the laws of Bermuda on November 14, 2001.  The Company, through its subsidiaries in Bermuda, the United States (the “U.S.”), the United Kingdom (the “U.K.”) and Switzerland (collectively “Montpelier”), provides customized and innovative insurance and reinsurance solutions to the global market.  The Company’s headquarters and principal executive offices are located at Montpelier House, 94 Pitts Bay Road, Pembroke, Bermuda HM 08.

 

The unaudited consolidated financial statements incorporated in this report on Form 10-Q have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. These interim financial statements should be read in conjunction with the audited financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (the “2012 Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”). In the opinion of management, these interim financial statements include all normally recurring adjustments considered necessary to fairly present the Company’s financial position, results of operations and cash flows. All significant intercompany accounts and transactions have been eliminated in consolidation. These interim financial statements may not be indicative of financial results for the full year.  The December 31, 2012 condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues earned and expenses incurred during the period. Actual results could differ materially from those estimates. The significant estimates reflected in these interim financial statements include, but are not limited to, loss and loss adjustment expense (“LAE”) reserves, written and earned insurance and reinsurance premiums, ceded reinsurance and share-based compensation.

 

Reportable Segments

 

The Company currently operates through four reportable segments: Montpelier Bermuda, Montpelier Syndicate 5151, Blue Capital and MUSIC Run-Off.  Each of the Company’s segments represents a separate underwriting platform through which Montpelier writes, or formerly wrote, insurance and reinsurance business.  The Company’s segment disclosures provided herein present the operations of Montpelier Bermuda, Montpelier Syndicate 5151, Blue Capital and MUSIC Run-Off prior to the effects of intercompany quota share reinsurance agreements among them.

 

Detailed financial information about each of the Company’s reportable segments for the three and nine month periods ended September 30, 2013 and 2012 is presented in Note 8.  The activities of the Company, certain of its intermediate holding and service companies and intercompany eliminations relating to inter-segment reinsurance and support services, collectively referred to as “Corporate and Other”, are also presented in Note 8.

 

The nature and composition of each of the Company’s reportable segments and its Corporate and Other activities is as follows:

 

Montpelier Bermuda

 

The Montpelier Bermuda segment consists of the collective assets and operations of Montpelier Reinsurance Ltd. (“Montpelier Re”) and Montpelier Europa AG (“MEAG”).

 

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Montpelier Re, the Company’s wholly-owned operating subsidiary based in Pembroke, Bermuda, is registered as a Bermuda Class 4 insurer. Montpelier Re seeks to identify and underwrite attractive insurance and reinsurance opportunities by combining underwriting experience with proprietary risk pricing and capital allocation models and catastrophe modeling tools.

 

MEAG, the Company’s wholly-owned subsidiary based in Baar, Canton Zug, Switzerland, primarily focuses on marketing activities in Continental Europe and the Middle East on behalf of Montpelier Re. MEAG also serves as a Lloyd’s Coverholder, meaning that it is authorized to enter into insurance and reinsurance contracts and/or issue documentation on behalf of Montpelier Syndicate 5151.

 

Montpelier Syndicate 5151

 

The Montpelier Syndicate 5151 segment consists of the collective assets and operations of Syndicate 5151, the Company’s wholly-owned Lloyd’s of London (“Lloyd’s”) syndicate based in London, Montpelier Capital Limited (“MCL”),  Montpelier Underwriting Agencies Limited (“MUAL”), Montpelier Underwriting Services Limited (“MUSL”), Montpelier Underwriting Inc. (“MUI”), and, through September 30, 2012, Paladin Underwriting Agency Limited (“PUAL”).

 

Syndicate 5151 was established in July 2007 and underwrites property insurance and reinsurance, engineering, marine hull and liability, cargo and specie and specialty casualty classes sourced mainly from the London, U.S. and European markets.

 

MCL, the Company’s wholly-owned U.K. subsidiary based in London, serves as Syndicate 5151’s sole corporate underwriting member of Lloyd’s.

 

MUAL, the Company’s wholly-owned Lloyd’s Managing Agent based in London, oversees Syndicate 5151’s operations.

 

MUSL, the Company’s wholly-owned U.K. subsidiary based in London, provides support services to Syndicate 5151 and MUAL.

 

MUI, the Company’s wholly-owned subsidiary based in Hartford, Connecticut, serves as a Lloyd’s Coverholder and underwrites reinsurance business on behalf of Syndicate 5151 through managing general agents and intermediaries.

 

PUAL, formerly a wholly-owned subsidiary based in London, also serves as a Lloyd’s Coverholder and underwrites business on behalf of Syndicate 5151 and third parties. PUAL specializes in financial crime classes of business, but also underwrote specialist contractor business until 2011.  In September 2012 Montpelier sold PUAL to a founding member of its management. PUAL’s assets and operations were not material to the Company.

 

Blue Capital

 

The Blue Capital segment consists of the assets and operations of Blue Water Re Ltd. (“Blue Water Re”),  Blue Water Master Fund Ltd. (the “Master Fund”), Blue Capital Management Ltd. (“BCL”) and Blue Capital Insurance Managers Ltd. (“BCIML”). Blue Capital was launched in 2012 as an asset management platform offering a range of catastrophe reinsurance-linked investment products to institutional and retail investors.

 

Blue Water Re is a Bermuda-based special purpose insurance vehicle that provides property catastrophe reinsurance coverage and related products on a fully-collateralized basis.  Blue Water Re was established in November 2011 and commenced its operations in June 2012.

 

The Master Fund is an exempted mutual fund segregated accounts company which was incorporated in Bermuda in December 2011.

 

BCL and BCIML provide investment and insurance management services to Blue Water Re, as well as various segregated accounts of the Master Fund, including Blue Capital Global Reinsurance SA-I (the “BCGR Cell”) and BCAP Mid Vol Fund (the “BCAP Cell”), collectively, the “Cells”.

 

Blue Capital Advisors Ltd. (“BCAL”) is a U.S.-based services company that provides accounting, finance, legal and advisory services to BCL.

 

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The Cells have invested in: (i) fully-collateralized reinsurance-linked contracts by subscribing for non-voting redeemable preference shares issued by Blue Water Re, with each series of such preference shares linked to a specific reinsurance contract with a third-party ceding company; and (ii) other insurance-linked securities offered by entities other than Blue Water Re.

 

As of September 30, 2013 and December 31, 2012, Montpelier Re’s investment in the BCAP Cell totaled $40.6 million and $23.4 million, respectively.

 

In October 2012 the Company established the Blue Capital Global Reinsurance Fund Limited (the “BCGR Listed Fund”), a closed-ended, U.K. publicly-listed, mutual fund incorporated in Bermuda that serves as the feeder fund for the BCGR Cell.  In December 2012 Montpelier and third parties invested $50.0 million and $50.1 million, respectively, in the BCGR Listed Fund. In May 2013 third parties invested an additional $52.3 million in the BCGR Listed Fund.

 

The BCGR Listed Fund is considered a “voting interest entity” under GAAP and, since Montpelier currently owns less than 50% of its outstanding ordinary shares, the Company does not consolidate the BCGR Listed Fund’s net assets or operations within its consolidated financial statements or within the Blue Capital segment.

 

During the first nine months of 2013, $144.7 million of the BCGR Listed Fund’s assets were initially invested into the BCGR Cell.  The Company has determined that, because the preference shares issued by Blue Water Re and the Cells do not carry voting rights, Blue Water Re and the Cells are considered “variable interest entities” under GAAP.  Management has also determined that the Company, through BCIML’s insurance management agreement, has a controlling financial interest in these entities.  As a result, Blue Water Re and the Cells are fully-consolidated within the Company’s financial statements with the interests attributable to third-party investors being reported as a non-controlling interest.

 

In June 2013 the Company established Blue Capital Reinsurance Holdings Ltd. (“BCRH”), a Bermuda reinsurance holding company.  BCRH intends to offer collateralized reinsurance in the property catastrophe market through its wholly-owned subsidiary Blue Capital Re Ltd., a registered Bermuda Class 3A insurer.  BCRH may also enter into industry loss warranty contracts through its wholly-owned subsidiary, Blue Capital Re ILS Ltd., a Bermuda exempted company.  BCRH’s underwriting decisions and operations will be managed by Montpelier and BCRH will use Montpelier’s reinsurance underwriting expertise and infrastructure to conduct its business.

 

On October 7, 2013, BCRH publicly filed its initial Registration Statement on Form S-1 with the SEC for a potential offering of BCRH common shares to the public (the “Offering”).  The common shares would be listed on the New York Stock Exchange.

 

Montpelier Re expects to purchase common shares of BCRH in a concurrent private placement transaction upon completion of the Offering.

 

MUSIC Run-Off

 

On December 31, 2011, Montpelier completed the sale of Montpelier U.S. Insurance Company (“MUSIC”), the Company’s former U.S.-based excess and surplus lines insurance company, to Selective Insurance Group, Inc. (“Selective”). During the period in which the Company owned MUSIC, it was a domestic surplus lines insurer and was authorized as an excess and surplus lines insurer in all 50 U.S. states and the District of Columbia. MUSIC underwrote smaller commercial property and casualty risks that do not conform to standard insurance lines.

 

In connection with the sale of MUSIC (the “MUSIC Sale”), Montpelier has either retained, reinsured or otherwise indemnified Selective for all business written by MUSIC with an effective date on or prior to December 31, 2011.  As a result, the MUSIC Run-Off segment for the periods presented herein consists of the insurance business retained, reinsured or otherwise indemnified by Montpelier in accordance with the MUSIC Sale.

 

The protections provided to Selective pursuant to the MUSIC Sale were effected through the following arrangements, each of which became effective as of December 31, 2011:

 

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(i)                   Montpelier Re amended and increased its existing quota share arrangement with MUSIC from 75% to 100% (the “MUSIC Quota Share”) which has the effect of ceding the majority of MUSIC’s unearned premiums at December 31, 2011 to Montpelier Re;

 

(ii)                Montpelier Re entered into a Loss Development Cover (the “Loss Development Cover”) with MUSIC which has the effect of ensuring that MUSIC’s net loss and LAE reserves relating to retained business written on or prior to December 31, 2011 (that business not otherwise covered by the MUSIC Quota Share) remains adequate.  Under the Loss Development Cover, any future adverse development associated with such retained reserves will be protected by Montpelier Re and any future favorable development associated with such retained reserves will benefit Montpelier Re; and

 

(iii)             the Company provided Selective with an indemnification which has the effect of guaranteeing each of the contractual arrangements (those with MUSIC and/or Selective) of Montpelier Re U.S. Holdings Ltd.  (“MRUSHL”), as MUSIC’s seller, and Montpelier Re, as MUSIC’s primary reinsurer.

 

As of September 30, 2013 and December 31, 2012, Montpelier Re had remaining loss and LAE reserves of $34.9 million and $43.5 million, respectively, under the MUSIC Quota Share.  As of those dates, Montpelier Re had not incurred any losses under the Loss Development Cover.

 

Corporate and Other

 

The Company’s Corporate and Other activities consist of the assets and operations of the Company and certain of its intermediate holding and service companies, including Montpelier Technical Resources Ltd. (“MTR”).

 

MTR, the Company’s wholly-owned U.S. subsidiary with its main offices in Woburn, Massachusetts and Hanover, New Hampshire, provides accounting, finance, legal, risk management, information technology, internal audit, human resources and advisory services to many of the Company’s subsidiaries.

 

Insurance and Reinsurance Premiums and Related Costs

 

Reinsurance contracts can be written on a risks-attaching or losses-occurring basis. Under risks-attaching reinsurance contracts, all claims from cedants’ underlying policies incepting during the contract period are covered, even if they occur after the expiration date of the reinsurance contract. In contrast, losses-occurring reinsurance contracts cover all claims occurring during the period of the contract, regardless of the inception dates of the underlying policies. Any claims occurring after the expiration of the losses-occurring contract are not covered.

 

Premiums written are recognized as revenues, net of any applicable underlying reinsurance coverage, and are earned over the term of the related policy or contract.  For direct insurance, and facultative and losses-occurring contracts, the earnings period is the same as the reinsurance contract. For risks-attaching contracts, the earnings period is based on the terms of the underlying insurance policies.

 

For contracts that have a risk period of three years or less, the premiums are earned ratably over the term. For the few contracts with risk periods greater than three years, premiums are earned in accordance with predetermined schedules that reflect the level of risk associated with each period in the contract term. These schedules are reviewed periodically and are adjusted as deemed necessary.

 

For the majority of Montpelier’s excess-of-loss contracts, written premium is based on the deposit or minimum premium as defined in the contract. Subsequent adjustments, based on reports of actual premium or revisions in estimates by ceding companies, are recorded in the period in which they are determined.  For pro-rata contracts and excess-of-loss contracts where no deposit or minimum premium is specified in the contract, written premium is recognized based on estimates of ultimate premiums provided by ceding companies and Montpelier’s underwriters. Initial estimates of written premium are recognized in the period in which the underlying risks incept. Subsequent adjustments, based on reports of actual premium by the ceding companies, or revisions in estimates, are recorded in the period in which they are determined. Such adjustments are generally determined after the associated risk periods have expired, in which case the premium adjustments are fully earned when written.  Unearned premiums represent the portion of premiums written that are applicable to future insurance or reinsurance coverage provided by policies or contracts in force.

 

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Premiums receivable are recorded at amounts due less any provision for doubtful accounts.  As of September 30, 2013 and December 31, 2012, Montpelier’s provision for doubtful accounts was $3.9 million and $3.8 million, respectively.

 

When a reinsurance contract provides for a reinstatement of coverage following a covered loss, the associated reinstatement premium is recorded as both written and earned when Montpelier determines that such a loss event has occurred.

 

Deferred acquisition costs are comprised of commissions, brokerage costs, premium taxes and excise taxes, each of which relates directly to the writing of insurance and reinsurance contracts. These deferred acquisition costs are generally amortized over the underlying risk period of the related contracts.  However, if the sum of a contract’s expected losses and LAE, and deferred acquisition costs exceeds related unearned premiums and projected investment income, a premium deficiency is determined to exist. In this event, deferred acquisition costs are immediately expensed to the extent necessary to eliminate the premium deficiency.  If the premium deficiency exceeds deferred acquisition costs then a liability is accrued for the excess deficiency. There were no significant premium deficiency adjustments recognized during the periods presented.

 

Also included in acquisition costs are profit commissions earned and incurred. Accrued profit commissions payable are included in insurance and reinsurance balances payable and accrued profit commissions receivable are included in other assets on the Company’s consolidated balance sheets.

 

Foreign Currency Exchange

 

The U.S. dollar is the Company’s reporting currency.  The British pound is the functional currency for the Company’s U.K.-based operations and the Swiss franc is the functional currency for the operations of MEAG. The U.S. dollar is the functional currency for all other operations. The assets and liabilities of the Company’s U.K. and Swiss operations are converted to U.S. dollars at exchange rates in effect at the balance sheet date, and the related revenues and expenses are converted using average exchange rates for the period. Net foreign currency gains and losses arising from translating these foreign operations to U.S. dollars are reported as a separate component of shareholders’ equity as translation gains and losses, with changes therein reported as a component of other comprehensive income.

 

The following rates of exchange to the U.S. dollar were used to translate the results of the Company’s U.K. and Swiss operations:

 

 

Other transactions involving certain monetary assets and liabilities denominated in foreign currencies have been converted into the appropriate functional currencies at exchange rates in effect at the balance sheet date, and the related revenues and expenses are converted using either specific or average exchange rates for the period, as appropriate.  Net foreign currency transaction gains and losses arising from these activities are reported as a component of net income in the period in which they arise.

 

Investments and Cash

 

Montpelier’s fixed maturity investments, equity securities and investment securities sold short are carried at fair value, with the net unrealized appreciation or depreciation on such securities included in income and reported within net realized and unrealized investment gains (losses) on the Company’s consolidated statement of operations.

 

Montpelier’s other investments are carried at either fair value or based on the equity method of accounting (which is based on underlying net asset values) and consist primarily of investments in limited partnership interests and private investment funds, the BCGR Listed Fund, private placements and certain derivative instruments.  See Notes 4 and 6.

 

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Investments, including investment securities sold short, are recorded on a trade date basis. For those marketable securities not listed and regularly traded on an established exchange, fair values are determined based on bid prices, as opposed to ask prices.  Fair values are not adjusted for transaction costs. Gains and losses on sales of investments are determined on the first-in, first-out basis and are included in income when realized. Realized investment gains and losses typically result from the actual sale of securities. Unrealized investment gains and losses represent the gain or loss that would result from a hypothetical sale of securities on the reporting date. In instances where the Company becomes aware of a significant unrealized loss with little or no likelihood of recovery, it writes down the cost basis of the investment and recognizes the loss as being realized.

 

Some of Montpelier’s investment managers are entitled to performance fees determined as a percentage of their portfolio’s net total return achieved over specified periods. Montpelier’s net realized and unrealized investment gains and losses and its net income or loss from derivative instruments are presented net of any associated performance fees.  Montpelier incurred performance fees related to its investments and investment-related derivative instruments of $1.9 million and $1.5 million during the three month periods ended September 30, 2013 and 2012, respectively, and $2.5 million and $4.3 million during the nine month periods ended September 30, 2013 and 2012, respectively.

 

Cash and cash equivalents include cash and fixed income investments with maturities of less than three months, as measured from the date of purchase.  Restricted cash of $130.3 million at September 30, 2013 consisted of $118.2 million of collateral supporting investment securities sold short and derivative positions and $12.1 million of foreign deposit accounts held at Lloyd’s.  Restricted cash of $70.6 million at December 31, 2012 consisted of $57.1 million of collateral supporting investment securities sold short and derivative positions and $13.5 million of foreign deposit accounts held at Lloyd’s.

 

As of September 30, 2013 and December 31, 2012, $26.7 million and $47.4 million, respectively, of Montpelier’s cash equivalents represented repurchase agreements which were fully collateralized.

 

Net investment income is stated net of investment management, custody and other investment-related expenses. Investment income is recognized when earned and includes interest and dividend income together with the amortization of premiums and the accretion of discounts associated with those fixed maturity investments that were purchased at amounts different from their par value.

 

Common Shares Held in Treasury

 

Common Shares held in treasury are carried at cost and any resulting gain or loss on subsequent issuances is determined on a last-in, first-out basis.  As of September 30, 2013 and December 31, 2012, the Company had inception-to-date gains from issuances of its treasury shares of $0.1 million and $0.6 million, respectively, which have been recorded as additional paid-in capital on the Company’s consolidated balance sheets. See Note 7.

 

Funds Withheld

 

Funds withheld by reinsured companies represent insurance balances retained by ceding companies in accordance with contractual terms. Montpelier typically earns investment income on these balances during the period the funds are held.  At September 30, 2013 and December 31, 2012, funds withheld balances of $3.8 million and $4.1 million, respectively, were recorded within other assets on the Company’s consolidated balance sheets.

 

Non-Controlling Interest

 

The following table summarizes the movements in the non-controlling interest balance during the three and nine month periods ended September 30, 2013 and 2012:

 

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NOTE 2.  Loss and LAE Reserve Movements

 

The following table summarizes Montpelier’s loss and LAE reserve movements for the three and nine month periods ended September 30, 2013 and 2012: