Press Release
Key Highlights - Fourth Quarter 2025 Financials
- Program Services net fee income was
$1.9 million , up 94.5% over the third quarter 2025 - Premium produced(1) by Program Services clients was
$93.8 million , up 79.2% over the third quarter 2025 - Total revenues were
$10.2 million - Net premiums earned were
$3.4 million - As of
December 31, 2025 , the Company's book value per common share was$16.57 - Net loss was
$17.8 million , driven by significant non-recurring charges totaling$3.5 million and a downward adjustment to the bargain purchase gain of$5.3 million recorded in the combination withMaiden Holdings, Ltd. ("Maiden") in 2025; and - Net income for 2025 was
$46.7 million , or$8.08 per diluted share(2).
Commenting on the results, Kestrel's Chief Executive Officer,
"As we progress through 2026, we continue to work with our valued capacity providers to match our market opportunities with their allocated underwriting capacity and are diligently exploring opportunities to expand our ability to write attractive fee-based business in a highly competitive marketplace. We remain committed to developing the strategic framework to facilitate future growth that will drive value for Kestrel shareholders. Our goal is innovation, client service and long-term relationships as we strive to generate a balance sheet light, fee revenue model while selectively deploying underwriting capacity to optimize returns for shareholders," concluded Ledbetter.
Total revenues in the fourth quarter of 2025 were
- An adjustment of
$5.3 million to reduce the bargain purchase gain recorded as a result of the Combination with Maiden based on revised information that impacted the fair value of an asset; - Legal and other professional fees associated with the Company's previously disclosed arbitration totaling
$2.0 million ; and - Restructuring and related severance costs associated with various headcount reductions in the fourth quarter of 2025 totaling
$0.8 million .
Non-GAAP operating loss was
Program Services Segment
The Program Services segment provides fronting services to general agents and insurance carriers to leverage Kestrel's trusted reputation to provide access to the
In the fourth quarter of 2025, total fee revenues from the Program Services segment were
Year to date 2025 premium produced by client programs totaled
Legacy Reinsurance Segment
The Legacy Reinsurance segment consists of the AmTrust Reinsurance and Diversified Reinsurance segments previously reported by Maiden prior to the Combination with Kestrel. The AmTrust portion of this segment includes all business ceded to
During the fourth quarter of 2025, the Legacy Reinsurance segment produced an underwriting loss of
The AmTrust business reported an underwriting loss of
The results for the segment's Diversified business include
Investment Activities and Other Gains
The Company reported combined income from investment activities totaling
Also, during the fourth quarter, the Company recognized foreign exchange and other gains of
General and Administrative Expenses
Excluding general and administrative expenses allocated to segments, and non-recurring expenses for certain legal matters that were
Balance Sheet
Total assets were
As of
Investor Presentation
The Company has posted an investor presentation on its website in connection with this earnings release. The presentation, dated
Non-GAAP Reconciliations
Please see "Non-GAAP Financial Measures" at the end of this earnings release for additional information on non-GAAP financial measures and reconciliations of these measures to their most directly comparable financial measures calculated and presented in accordance with GAAP.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the Company's current expectations and are subject to risks and uncertainties that may cause actual results to differ materially. Factors that could cause differences are discussed in the Company's
Various statements contained in this press release are forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include projections and estimates concerning the anticipated benefits of the business combination and integration of
There can be no assurance that actual developments will be those anticipated by us. Actual results may differ materially from those expressed or implied in these statements as a result of significant risks and uncertainties, including, but not limited to, our ability to recover from our capacity providers, the cost and availability of reinsurance coverage, challenges to our use of issuing carrier or fronting arrangements by regulators or changes in state or federal insurance or other statutes or regulations, our dependence on a limited number of business partners, our ability to compete effectively, a downgrade in the financial strength ratings of insurance carriers utilized for fronting arrangements, our ability to accurately underwrite and price our products and to maintain and establish accurate loss reserves, opportunities to expand our ability to write fee-based business, our ability to implement reinsurance mechanisms to selectively deploy underwriting capacity, our ability to manage our legacy business and ongoing run-off of our international operations, changes in interest or foreign exchange rates or other changes in the financial markets, availability and sources of liquidity, timing and amount of expenditures, the effects of emerging claim and coverage issues, changes in the demand for our products, outcomes of ongoing litigation or other legal matters, the effect of general economic conditions, breaches in data security or other disruptions with our technology, changes in pricing or other competitive environments, and the development and success of strategies or other initiatives.
Forward-looking statements involve inherent risks and uncertainties that are difficult to predict, many of which are beyond our control. Additional information about these risks and uncertainties is contained in our filings with the Securities and Exchange Commission. The forward-looking statements in this press release speak only as of the date of this release, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Contact:
Kestrel Group Investor Relations
KG@dennardlascar.com
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CONSOLIDATED BALANCE SHEETS |
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(In thousands of |
||||
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|
|
|||
|
(Audited) |
(Audited) |
|||
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ASSETS |
||||
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Investments: |
||||
|
Fixed maturities, available-for-sale, at fair value (Amortized cost 2025 - |
$ 163,167 |
$ — |
||
|
Equity securities, at fair value (Cost: 2025 - |
11,748 |
— |
||
|
Equity method investments |
33,532 |
— |
||
|
Other investments |
173,358 |
— |
||
|
Total investments |
381,805 |
— |
||
|
Cash and cash equivalents |
7,801 |
4,286 |
||
|
Restricted cash and cash equivalents |
9,146 |
— |
||
|
Accrued investment income |
4,970 |
— |
||
|
Reinsurance balances receivable, net |
724 |
— |
||
|
Reinsurance recoverable on unpaid losses |
461,197 |
— |
||
|
Net loan receivable from related party |
86,883 |
— |
||
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Intangible assets |
9,347 |
— |
||
|
Funds withheld receivable |
10,956 |
— |
||
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Other assets |
17,631 |
1,224 |
||
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Assets held for sale |
19,495 |
— |
||
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Total assets |
$ 1,009,955 |
$ 5,510 |
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LIABILITIES |
||||
|
Reserve for loss and loss adjustment expenses |
$ 637,169 |
$ — |
||
|
Unearned premiums |
17,406 |
— |
||
|
Accrued expenses and other liabilities |
51,572 |
904 |
||
|
Senior notes - principal amount |
262,361 |
— |
||
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Less: unamortized fair value adjustment |
87,959 |
— |
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Senior notes, net |
174,402 |
— |
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Liabilities held for sale |
1,122 |
— |
||
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Total liabilities |
881,671 |
904 |
||
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Commitments and Contingencies |
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EQUITY |
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Common shares |
100 |
27 |
||
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Additional paid-in capital |
177,534 |
10,107 |
||
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Accumulated other comprehensive income |
916 |
— |
||
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Retained earnings (accumulated deficit) |
1,197 |
(5,528) |
||
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|
(51,463) |
— |
||
|
Total Equity |
128,284 |
4,606 |
||
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Total Liabilities and Equity |
$ 1,009,955 |
$ 5,510 |
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Book value per common share(3) |
$ 16.57 |
$ 1.67 |
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Common shares outstanding |
7,741,943 |
2,749,996 |
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CONSOLIDATED STATEMENTS OF INCOME (Unaudited) |
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(In thousands of |
||||||||
|
For the Three Months Ended |
For the Year Ended |
|||||||
|
2025 |
2024 |
2025 |
2024 |
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Revenues: |
||||||||
|
Gross premiums written |
$ 1,235 |
$ — |
$ 6,091 |
$ — |
||||
|
Net premiums written |
$ 1,219 |
$ — |
$ 6,209 |
$ — |
||||
|
Change in unearned premiums |
2,196 |
— |
6,464 |
— |
||||
|
Net premiums earned |
3,415 |
— |
12,673 |
— |
||||
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Fee revenue |
3,104 |
1,177 |
6,076 |
3,634 |
||||
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Net investment income |
3,284 |
43 |
8,343 |
213 |
||||
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Net realized and unrealized investment gains |
405 |
— |
6,957 |
— |
||||
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Total revenues |
10,208 |
1,220 |
34,049 |
3,847 |
||||
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Expenses: |
||||||||
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Net loss and loss adjustment expenses |
4,547 |
— |
8,992 |
— |
||||
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Commission and other acquisition expenses |
1,019 |
— |
3,131 |
— |
||||
|
General and administrative expenses |
12,056 |
1,128 |
29,062 |
5,108 |
||||
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Total expenses |
17,622 |
1,128 |
41,185 |
5,108 |
||||
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Other expenses |
||||||||
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Interest and amortization expenses |
4,218 |
— |
9,865 |
— |
||||
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Gain on bargain purchase |
5,284 |
— |
(68,306) |
— |
||||
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Foreign exchange and other (gains) losses |
(432) |
— |
1,723 |
— |
||||
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Total other expenses |
9,070 |
— |
(56,718) |
— |
||||
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Net (loss) income before income taxes |
(16,484) |
92 |
49,582 |
(1,261) |
||||
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Less: income tax (benefit) expense |
(34) |
30 |
68 |
30 |
||||
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Interest in income of equity method investments |
48 |
— |
24 |
— |
||||
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Net (loss) income from continuing operations |
(16,402) |
62 |
49,538 |
(1,291) |
||||
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Loss from discontinued operations, net of income tax |
(1,353) |
— |
(2,813) |
— |
||||
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Net (loss) income |
$ (17,755) |
$ 62 |
$ 46,725 |
$ (1,291) |
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Basic and diluted (loss) earnings per share from |
$ (2.12) |
$ 0.02 |
$ 8.57 |
$ (0.47) |
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Basic and diluted loss per share from discontinued |
(0.17) |
— |
(0.49) |
— |
||||
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Basic and diluted (loss) earnings per share attributable |
$ (2.29) |
$ 0.02 |
$ 8.08 |
$ (0.47) |
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Annualized return on average common equity |
(51.8) % |
5.4 % |
70.3 % |
(24.7) % |
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Weighted average number of common shares - basic and |
7,741,943 |
2,749,996 |
5,731,380 |
2,749,996 |
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SUPPLEMENTAL FINANCIAL DATA - SEGMENT INFORMATION (Unaudited) |
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(in thousands of |
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For the Three Months Ended |
Legacy |
Program Services |
Total |
|||
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Gross premiums written |
$ 1,235 |
$ — |
$ 1,235 |
|||
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Net premiums written |
$ 1,219 |
$ — |
$ 1,219 |
|||
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Net premiums earned |
$ 3,415 |
$ — |
$ 3,415 |
|||
|
Fee revenue |
— |
3,104 |
3,104 |
|||
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Net loss and loss adjustment expenses ("loss and LAE") |
(4,547) |
— |
(4,547) |
|||
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Commission and other acquisition expenses |
(1,019) |
— |
(1,019) |
|||
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General and administrative expenses(4) |
(5,429) |
(1,243) |
(6,672) |
|||
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Underwriting loss and fee income(5) |
$ (7,580) |
$ 1,861 |
(5,719) |
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Reconciliation to net loss from continuing operations |
||||||
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Net investment income and net realized and unrealized investment gains |
3,689 |
|||||
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Interest and amortization expenses |
(4,218) |
|||||
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Gain on bargain purchase |
(5,284) |
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Foreign exchange and other gains, net |
432 |
|||||
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Other general and administrative expenses(4) |
(5,384) |
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Income tax benefit |
34 |
|||||
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Interest in income of equity method investments |
48 |
|||||
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Net loss from continuing operations |
$ (16,402) |
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For the Three Months Ended |
Legacy |
Program Services |
Total |
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Fee revenue |
$ — |
$ 1,177 |
$ 1,177 |
|||
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General and administrative expenses(4) |
— |
(564) |
(564) |
|||
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Fee income(5) |
$ — |
$ 613 |
613 |
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Reconciliation to net income |
||||||
|
Net investment income |
43 |
|||||
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Other general and administrative expenses(4) |
(564) |
|||||
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Income tax expense |
(30) |
|||||
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Net income |
$ 62 |
|||||
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|
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SUPPLEMENTAL FINANCIAL DATA - SEGMENT INFORMATION (Unaudited) |
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(in thousands of |
||||||
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For the Year Ended |
Legacy |
Program Services |
Total |
|||
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Gross premiums written |
$ 6,091 |
$ — |
$ 6,091 |
|||
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Net premiums written |
$ 6,209 |
$ — |
$ 6,209 |
|||
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Net premiums earned |
$ 12,673 |
$ — |
$ 12,673 |
|||
|
Fee revenue |
— |
6,076 |
6,076 |
|||
|
Net loss and LAE |
(8,992) |
— |
(8,992) |
|||
|
Commission and other acquisition expenses |
(3,131) |
— |
(3,131) |
|||
|
General and administrative expenses(4) |
(10,861) |
(3,246) |
(14,107) |
|||
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Underwriting loss and fee income(5) |
$ (10,311) |
$ 2,830 |
(7,481) |
|||
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Reconciliation to net income from continuing operations |
||||||
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Net investment income and net realized and unrealized investment gains |
15,300 |
|||||
|
Interest and amortization expenses |
(9,865) |
|||||
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Gain on bargain purchase |
68,306 |
|||||
|
Foreign exchange and other losses, net |
(1,723) |
|||||
|
Other general and administrative expenses(4) |
(14,955) |
|||||
|
Income tax expense |
(68) |
|||||
|
Interest in income from equity method investments |
24 |
|||||
|
Net income from continuing operations |
$ 49,538 |
|||||
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For the Year Ended |
Legacy |
Program Services |
Total |
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Fee revenue |
$ — |
$ 3,634 |
$ 3,634 |
|||
|
General and administrative expenses(4) |
— |
(2,554) |
(2,554) |
|||
|
Fee income(5) |
$ — |
$ 1,080 |
1,080 |
|||
|
Reconciliation to net loss |
||||||
|
Net investment income |
213 |
|||||
|
Other general and administrative expenses(4) |
(2,554) |
|||||
|
Income tax expense |
(30) |
|||||
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Net loss |
$ (1,291) |
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|
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NON-GAAP FINANCIAL MEASURES (Unaudited) |
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(In thousands of |
||||||||
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For the Three Months Ended |
For the Year Ended |
|||||||
|
2025 |
2024 |
2025 |
2024 |
|||||
|
Non-GAAP operating (loss) earnings(6) |
$ (8,190) |
$ 62 |
$ (13,819) |
$ (1,291) |
||||
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Non-GAAP basic and diluted operating (loss) earnings per |
$ (1.06) |
$ 0.02 |
$ (2.41) |
$ (0.47) |
||||
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Annualized non-GAAP operating return on average |
(23.9) % |
5.4 % |
(20.8) % |
(24.7) % |
||||
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Reconciliation of net (loss) income to non-GAAP |
||||||||
|
Net (loss) income |
$ (17,755) |
$ 62 |
$ 46,725 |
$ (1,291) |
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Add (subtract): |
||||||||
|
Net realized and unrealized investment gains |
(405) |
— |
(6,957) |
— |
||||
|
Amortization of intangible assets |
1,023 |
— |
2,517 |
— |
||||
|
Foreign exchange and other (gains) losses |
(432) |
— |
1,723 |
— |
||||
|
Interest in income of equity method investments |
(48) |
— |
(24) |
— |
||||
|
Litigation costs from GLS related arbitration |
2,006 |
— |
2,575 |
— |
||||
|
Change in bargain purchase gain |
5,284 |
— |
(68,306) |
— |
||||
|
Net loss from discontinued operations |
1,353 |
— |
2,813 |
— |
||||
|
Restructuring and severance costs |
784 |
— |
3,107 |
— |
||||
|
Costs incurred due to the Combination |
— |
— |
2,008 |
— |
||||
|
Non-GAAP operating (loss) earnings(6) |
$ (8,190) |
$ 62 |
$ (13,819) |
$ (1,291) |
||||
|
Weighted average number of common shares - basic and |
7,741,943 |
2,749,996 |
5,731,380 |
2,749,996 |
||||
|
Reconciliation of diluted (loss) earnings per share attributable to Kestrel common |
||||||||
|
Diluted (loss) earnings per share attributable to common |
$ (2.29) |
$ 0.02 |
$ 8.08 |
$ (0.47) |
||||
|
Add (subtract): |
||||||||
|
Net realized and unrealized investment gains |
(0.05) |
— |
(1.19) |
— |
||||
|
Amortization of intangible assets |
0.13 |
— |
0.44 |
— |
||||
|
Foreign exchange and other (gains) losses |
(0.06) |
— |
0.32 |
— |
||||
|
Interest in income of equity method investments |
(0.01) |
— |
— |
— |
||||
|
Litigation costs from GLS related arbitration |
0.26 |
— |
0.45 |
— |
||||
|
Change in bargain purchase gain |
0.68 |
— |
(11.90) |
— |
||||
|
Net loss from discontinued operations |
0.18 |
— |
0.50 |
— |
||||
|
Restructuring and severance costs |
0.10 |
— |
0.54 |
— |
||||
|
Costs incurred due to the Combination |
— |
— |
0.35 |
— |
||||
|
Non-GAAP diluted operating (loss) earnings per |
$ (1.06) |
$ 0.02 |
$ (2.41) |
$ (0.47) |
||||
|
|
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|
NON-GAAP FINANCIAL MEASURES (Unaudited) |
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(In thousands of |
|||
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|
|
||
|
Investable assets: |
|||
|
Total investments |
$ 381,805 |
$ — |
|
|
Cash and cash equivalents |
7,801 |
4,286 |
|
|
Restricted cash and cash equivalents |
9,146 |
— |
|
|
Net loan receivable from related party |
86,883 |
— |
|
|
Funds withheld receivable |
10,956 |
— |
|
|
Total investable assets(8) |
$ 496,591 |
$ 4,286 |
|
|
Capital: |
|||
|
Total shareholders' equity |
$ 128,284 |
$ 4,606 |
|
|
2016 Senior Notes |
110,000 |
— |
|
|
2013 Senior Notes |
152,361 |
— |
|
|
Total capital resources(9) |
$ 390,645 |
$ 4,606 |
|
|
(1) Premium produced is an operating metric determined by management as a byproduct of the program services fees it earns and is paid by clients. Premium produced is equal to the premium written by an MGA or capacity provider, and management believes this measure is important in understanding the underlying production trends of its Program Services business and the fees it earns. Where available, the Company utilizes underlying premium produced as reported by its clients. Where the premium produced was not directly observable, the Company derived the premium produced by grossing up the known fee component using the applicable contractual fee percentage, including its arrangements with its insurance carrier partners. |
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(2) Full year 2025 results are not comparable to prior periods due to the merger with |
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(3) Book value per common share is calculated using shareholders' equity divided by the number of common shares outstanding. Management uses growth in this metric as a prime measure of the value we are generating for our common shareholders, because management believes that growth in this metric ultimately results in growth in the Company's common share price. This metric is 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. |
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(4) Underwriting and fee income related general and administrative expenses is a non-GAAP measure and includes expenses which are segregated for analytical purposes as a component of underwriting and fee income (loss). |
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(5) Underwriting and fee income or loss is a non-GAAP measure and is calculated as net premiums earned plus fee revenue less net loss and LAE, commission and other acquisition expenses and general and administrative expenses directly related to underwriting and fee revenue activities. For purposes of these non-GAAP operating measures, the fee-generating business, which is included in our Program Services segment, is considered part of the underwriting and fee income operations of the Company. Management believes that this measure is important in evaluating the underwriting and fee income 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. |
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(6) Non-GAAP operating earnings (loss) and non-GAAP basic and diluted operating earnings (loss) per common share are non-GAAP financial measure defined by the Company as net income (loss) excluding realized investment gains and losses, foreign exchange and other gains and losses, interest in income (loss) of equity method investment, and amortization of intangible assets and should not be considered as an alternative to net income (loss). It also excludes on a non-recurring basis: (1) loss from discontinued operations, net of income tax; (2) the bargain purchase gain resulting from the Combination; (3) litigation costs from GLS related arbitration; (5) restructuring and severance costs; (6) and costs incurred due to the Combination. The Company's 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 should not be viewed as a substitute for |
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(7) Non-GAAP operating return on average shareholders' equity is a non-GAAP financial measure. Management uses non-GAAP operating return on average adjusted shareholders' equity as a measure of profitability that focuses on the return to common shareholders. It is calculated using non-GAAP operating earnings divided by average shareholders' equity. |
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(8) Investable assets are the total of the Company's investments, cash and cash equivalents, net loan receivable from related party and funds withheld receivable. |
|
(9) Total capital resources are the sum of the Company's principal amount of debt and shareholders' equity. |
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