XML 44 R29.htm IDEA: XBRL DOCUMENT v3.20.2
Subsequent Events
12 Months Ended
Dec. 31, 2019
Subsequent Events  
Subsequent Events

 22.  Subsequent Events:       

 

 In February, 2020, we made the strategic decision to exit the contract binding line of the primary automobile business marketed by our Commercial Auto business unit as a result of increasing claim severity and limited opportunity for meaningful rate increases.  At that time, we began the process of non-renewing policies and placing in-force policies in runoff in accordance with state regulatory guidelines.  During 2019, this contract binding business produced $115.0 million in gross premiums written, which represented 56% of the total primary automobile premium volume of our Commercial Auto business unit.

 

On May 5, 2020, a lawsuit styled Schulze v. Hallmark Financial Services, Inc., et. al (Case No. 3:20-cv-01130) was filed in the U.S. District Court for the Northern District of Texas, Dallas Division.  The Company, its Chief Executive Officer and its Chief Financial Officer are named defendants in the lawsuit brought on behalf of a putative class of shareholders who acquired Hallmark securities between March 5, 2019 and March 17, 2020.  In general, the complaint alleges that the defendants violated the Securities Exchange Act of 1934 by failing to disclose that (a) the Company lacked effective internal controls over financial reporting related to its reserves for unpaid losses, (b) the Company improperly accounted for reserves for unpaid losses, (c) the Company would be forced to report $63.8 million of prior year net adverse loss development, (d) the Company would exit the contract binding line of its commercial automobile primary insurance business, and (e) the defendants’ positive statements about the Company’s business, operations and prospects were materially misleading and/or lacked a reasonable basis.  The court has not yet appointed a lead plaintiff, and defendants’ responsive pleading is not yet due and has not been filed.  The litigation is in its initial stages and we are unable to reasonably predict its potential outcome.  The Company, however, believes that the lawsuit is without merit and intends to vigorously defend the claims.  The Company’s current policy is to expense legal costs as incurred.  Historically, the Company has not carried director and officer liability insurance and does not currently hold such a policy.

 

 

In connection with its normal process for evaluating triggering events, the Company determined that a significant decline in its market capitalization below its stockholders’ equity during the first quarter of 2020 was an event that indicated the impairment of the goodwill and indefinite-lived intangible assets included in its balance sheet.  As a result, the Company has taken a $44.7 million charge to goodwill and a $1.3 million charge to indefinite-lived intangible assets as of March 31, 2020.