4 unchanged sentences
dollars, except share and per share data)
+Added: September 30,
+Added: 2020 December 31,
+Added: ASSETS (Unaudited) (Audited)
Fixed maturities, available-for-sale, at fair value (amortized cost 2020 - $ 1,258,915 ;
2019 - $ 1,813,426 )
+Added: $ 1,287,967 $ 1,835,518
Other investments 75,364 31,748
3 unchanged sentences
Accrued investment income 12,510 18,331
−Removed: Reinsurance balances receivable, net (includes $923 from related parties in 2020)
+Added: Reinsurance balances receivable, net 6,144 12,181
Reinsurance recoverable on unpaid losses 597,677 623,422
1 unchanged sentence
Deferred commission and other acquisition expenses (includes $ 49,216 and $ 68,433 from related parties in 2020 and 2019, respectively)
+Added: 55,962 77,356
Funds withheld receivable (includes $ 601,902 and $ 632,305 from related parties in 2020 and 2019, respectively)
+Added: 652,855 684,441
+Added: Other assets 8,355 9,946
+Added: $ 3,054,704 $ 3,568,196
Reserve for loss and loss adjustment expenses (includes $ 1,810,043 and $ 2,272,418 from related parties in 2020 and 2019, respectively)
+Added: $ 1,975,073 $ 2,439,907
Unearned premiums (includes $ 138,252 and $ 189,797 from related parties in 2020 and 2019, respectively)
+Added: 161,453 220,269
Deferred gain on retroactive reinsurance 79,995 112,950
−Removed: Liability for securities purchased
Accrued expenses and other liabilities (includes $ 34,414 and $ 20,049 from related parties in 2020 and 2019, respectively)
+Added: 45,026 32,444
Senior notes - principal amount 262,500 262,500
2 unchanged sentences
Total liabilities
+Added: 2,516,618 3,060,478
Commitments and Contingencies
6 unchanged sentences
Accumulated deficit ( 663,559 ) ( 695,794 )
−Removed: Treasury shares, at cost (5,014,014 and 5,013,180 shares in 2020 and 2019, respectivel y)
+Added: Treasury shares, at cost ( 5,014,014 and 5,013,180 shares in 2020 and 2019, respectively)
+Added: ( 31,534 ) ( 31,533 )
Total shareholders’ equity
+Added: 538,086 507,718
Total liabilities and equity
+Added: $ 3,054,704 $ 3,568,196
See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
3 unchanged sentences
dollars, except per share data)
−Removed: For the Three Months Ended June 30,
−Removed: For the Six Months Ended June 30,
+Added: For the Three Months Ended September 30, For the Nine Months Ended September 30,
+Added: 2020 2019 2020 2019
Gross premiums written
+Added: $ 3,517 $ 35,844 $ 20,233 $ ( 523,178 )
Net premiums written
+Added: $ 3,031 $ 35,944 $ 17,493 $ ( 525,995 )
Change in unearned premiums
+Added: 21,274 58,954 59,335 937,981
Net premiums earned
+Added: 24,305 94,898 76,828 411,986
Other insurance revenue
+Added: 261 554 919 2,120
Net investment income
+Added: 12,686 13,223 44,959 76,367
Net realized gains on investment
+Added: 4,133 12,700 24,046 25,685
Total other-than-temporary impairment losses
+Added: ( 962 ) ( 165 ) ( 2,468 ) ( 165 )
Total revenues
+Added: 40,423 121,210 144,284 515,993
Net loss and loss adjustment expenses
+Added: 9,065 140,860 41,159 415,110
Commission and other acquisition expenses
+Added: 9,651 32,763 29,778 152,036
General and administrative expenses
+Added: 8,160 8,898 25,971 37,675
Interest and amortization expenses
+Added: 4,832 4,831 14,493 14,490
Foreign exchange and other losses (gains) 6,536 ( 7,827 ) 634 ( 14,013 )
Total expenses
+Added: 38,244 179,525 112,035 605,298
Income (loss) from continuing operations before income taxes 2,179 ( 58,315 ) 32,249 ( 89,305 )
−Removed: income tax benefit
+Added: income tax expense (benefit) 17 87 14 ( 977 )
Income (loss) from continuing operations 2,162 ( 58,402 ) 32,235 ( 88,328 )
−Removed: Loss from discontinued operations, net of income tax
+Added: Income (loss) from discontinued operations, net of income tax — 75 — ( 22,048 )
Net income (loss) $ 2,162 $ ( 58,327 ) $ 32,235 $ ( 110,376 )
2 unchanged sentences
Basic and diluted earnings (loss) per share attributable to common shareholders $ 0.03 $ ( 0.70 ) $ 0.38 $ ( 1.33 )
−Removed: Weighted average number of common shares - basic
−Removed: Adjusted weighted average number of common shares and assumed conversions - diluted
+Added: Weighted average number of common shares - basic and diluted 84,744,787 83,092,085 84,181,528 83,036,925
See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
2 unchanged sentences
(in thousands of U.S.
−Removed: For the Three Months Ended June 30,
−Removed: For the Six Months Ended June 30,
+Added: For the Three Months Ended September 30, For the Nine Months Ended September 30,
+Added: 2020 2019 2020 2019
Net income (loss) $ 2,162 $ ( 58,327 ) $ 32,235 $ ( 110,376 )
Other comprehensive income (loss)
−Removed: Net unrealized holdings gains on fixed maturities arising during period
+Added: Net unrealized holdings gains (losses) on fixed maturities arising during period 15,028 ( 2,129 ) 16,603 89,919
Adjustment for reclassification of net realized gains recognized in net income (loss) ( 3,242 ) ( 8,555 ) ( 9,643 ) ( 11,482 )
1 unchanged sentence
Other comprehensive income (loss), before tax 4,788 796 ( 3,861 ) 87,723
−Removed: Income tax (expense) benefit related to components of other comprehensive (loss) income
+Added: Income tax expense related to components of other comprehensive income (loss) ( 32 ) ( 12 ) ( 18 ) ( 93 )
Other comprehensive income (loss), after tax 4,756 784 ( 3,879 ) 87,630
−Removed: Comprehensive income
+Added: Comprehensive income (loss) 6,918 ( 57,543 ) 28,356 ( 22,746 )
Comprehensive income attributable to noncontrolling interests — — — ( 78 )
−Removed: Comprehensive income attributable to Maiden
+Added: Comprehensive income (loss) attributable to Maiden $ 6,918 $ ( 57,543 ) $ 28,356 $ ( 22,824 )
See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
2 unchanged sentences
(in thousands of U.S.
−Removed: For the Three Months Ended June 30,
−Removed: For the Six Months Ended June 30,
+Added: For the Three Months Ended September 30, For the Nine Months Ended September 30,
+Added: 2020 2019 2020 2019
Preference shares - Series A, C and D
Beginning balance
+Added: $ 465,000 $ 465,000 $ 465,000 $ 465,000
Ending balance
+Added: 465,000 465,000 465,000 465,000
Common shares
Beginning balance
−Removed: Exercise of options and issuance of shares
+Added: 897 881 882 879
+Added: Exercise of options and issuance of common shares 1 — 16 2
Ending balance
+Added: 898 881 898 881
Additional paid-in capital
Beginning balance
+Added: 752,896 751,007 751,327 749,418
Exercise of options and issuance of common shares
+Added: ( 1 ) — ( 16 ) ( 2 )
Share-based compensation expense
+Added: 429 131 2,013 1,722
Ending balance
+Added: 753,324 751,138 753,324 751,138
Accumulated other comprehensive income
Beginning balance
+Added: 9,201 21,152 17,836 ( 65,616 )
Change in net unrealized gains (losses) on investment
+Added: 11,754 ( 10,696 ) 6,942 78,344
Foreign currency translation adjustment
+Added: ( 6,998 ) 11,480 ( 10,821 ) 9,208
Ending balance
+Added: 13,957 21,936 13,957 21,936
Accumulated deficit
Beginning balance
+Added: ( 665,721 ) ( 615,940 ) ( 695,794 ) ( 563,891 )
Net income (loss)
+Added: 2,162 ( 58,327 ) 32,235 ( 110,376 )
Ending balance
+Added: ( 663,559 ) ( 674,267 ) ( 663,559 ) ( 674,267 )
Treasury shares
Beginning balance
+Added: ( 31,534 ) ( 31,528 ) ( 31,533 ) ( 31,515 )
Shares repurchased
+Added: — ( 5 ) ( 1 ) ( 18 )
Ending balance
−Removed: Noncontrolling interests in subsidiaries
+Added: ( 31,534 ) ( 31,533 ) ( 31,534 ) ( 31,533 )
+Added: Non-controlling interests in subsidiaries
Beginning balance
Disposal of subsidiaries
+Added: — — — ( 719 )
Foreign currency translation adjustment
1 unchanged sentence
Total shareholders' equity
+Added: $ 538,086 $ 533,155 $ 538,086 $ 533,155
See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
2 unchanged sentences
(in thousands of U.S.
−Removed: For the Six Months Ended June 30,
+Added: For the Nine Months Ended September 30, 2020 2019
Cash flows from operating activities
5 unchanged sentences
Total other-than-temporary impairment losses
−Removed: Foreign exchange and other gains
+Added: Foreign exchange and other losses (gains) 634 ( 14,013 )
Changes in assets – (increase) decrease:
4 unchanged sentences
Funds withheld receivable 53,205 ( 82,459 )
+Added: Other assets ( 3,589 ) ( 5,843 )
Changes in liabilities – increase (decrease):
3 unchanged sentences
Net cash used in continuing operations
+Added: ( 447,664 ) ( 947,441 )
Net cash used in discontinued operations
6 unchanged sentences
Proceeds from sale and redemption of other investments 1,786 858
+Added: Other, net ( 602 ) 3,253
Net cash provided by investing activities for continuing operations
+Added: 528,677 692,507
Net cash used in investing activities for discontinued operations
4 unchanged sentences
Effect of exchange rate changes on foreign currency cash, restricted cash and equivalents 1,605 ( 1,269 )
−Removed: Net increase in cash, restricted cash and cash equivalents
+Added: Net increase (decrease) in cash, restricted cash and cash equivalents 82,617 ( 264,176 )
Cash, restricted cash and cash equivalents, beginning of period 107,278 337,102
5 unchanged sentences
Non-cash investing activities
−Removed: Investments transferred out related to Partial Termination Amendment
−Removed: Investments transferred out related to funds withheld arrangement with AmTrust
+Added: Investments transferred out related to Partial Termination Amendment and Commutation $ — $ 599,613
+Added: Investments transferred out for transactions under remaining AmTrust Quota Share business — 812,068
Investments transferred out related to discontinued operations — 68,262
32 unchanged sentences
(2) Maiden Reinsurance's shareholders, Maiden Holdings and Maiden Holdings North America, Ltd.
−Removed: ("Maiden NA"), made capital injections of $ 125,000 on December 31, 2018 and $ 70,000 on January 18, 2019 to Maiden Reinsurance from the sale proceeds of Maiden US;
+Added: ("Maiden NA"), each made their pro rata portion of capital injections in the aggregate of $ 125,000 on December 31, 2018 and $ 70,000 on January 18, 2019 to Maiden Reinsurance from the sale proceeds of Maiden US;
(3) entered into a partial termination amendment ("Partial Termination Amendment") with AmTrust Financial Services, Inc.
10 unchanged sentences
Re-domestication of Maiden Reinsurance
−Removed: Effective March 16, 2020, we re-domesticated our principal operating subsidiary, Maiden Reinsurance, to the State of Vermont in the United States, having made the necessary filings in both Vermont and Bermuda in the fourth quarter of 2019 and first quarter of 2020.
+Added: Effective March 16, 2020, we re-domesticated our principal operating subsidiary, Maiden Reinsurance, to the State of Vermont in the U.S., having made the necessary filings in both Vermont and Bermuda in the fourth quarter of 2019 and first quarter of 2020.
Maiden Reinsurance is now subject to the statutes and regulations of Vermont in the ordinary course of business.
1 unchanged sentence
The re-domestication, in combination with the transactions completed pursuant to the Strategic Review, will continue to strengthen the Company’s capital position and solvency ratios.
−Removed: While the Vermont Department of Financial Regulation ("Vermont DFR") will be the group supervisor for the Company, the re-domestication did not apply to the parent holding company which remains a Bermuda-based holding company.
−Removed: Securities issued by Maiden Holdings were not affected by the re-domestication of Maiden Reinsurance to Vermont.
−Removed: Concurrent with its re-domestication to Vermont on March 16, 2020, Maiden Holdings contributed as capital the remaining 65 % of its ownership in Maiden Reinsurance to Maiden NA.
−Removed: Maiden NA now owns 100 % of Maiden Reinsurance.
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Basis of Presentation (continued)
+Added: While the Vermont Department of Financial Regulation ("Vermont DFR") will be the group supervisor for the Company, the re-domestication did not apply to the parent holding company which remains a Bermuda-based holding company.
+Added: Securities issued by Maiden Holdings were not affected by the re-domestication of Maiden Reinsurance to Vermont.
+Added: Concurrent with its re-domestication to Vermont on March 16, 2020, Maiden Holdings contributed as capital the remaining 65 % of its ownership in Maiden Reinsurance to Maiden NA.
+Added: Maiden NA now owns 100 % of Maiden Reinsurance in the aggregate.
As a result of the strategic decision to divest all of the Company's U.S.
81 unchanged sentences
The following tables summarize the underwriting results of our reportable segments and the reconciliation of our reportable segments and Other category's underwriting results to consolidated net income (loss) from continuing operations:
−Removed: For the Three Months Ended June 30, 2020
−Removed: Diversified Reinsurance
−Removed: AmTrust Reinsurance
+Added: For the Three Months Ended September 30, 2020 Diversified Reinsurance AmTrust Reinsurance Total
Gross premiums written
+Added: $ 9,152 $ ( 5,635 ) $ 3,517
Net premiums written
+Added: $ 8,666 $ ( 5,635 ) $ 3,031
Net premiums earned
+Added: $ 11,323 $ 12,982 $ 24,305
Other insurance revenue
Net loss and loss adjustment expenses ("loss and LAE")
+Added: ( 6,624 ) ( 2,441 ) ( 9,065 )
Commission and other acquisition expenses
+Added: ( 4,204 ) ( 5,447 ) ( 9,651 )
General and administrative expenses
+Added: ( 1,818 ) ( 630 ) ( 2,448 )
Underwriting (loss) income
+Added: $ ( 1,062 ) $ 4,464 3,402
Reconciliation to net income from continuing operations
Net investment income and realized gains on investment 16,819
+Added: Total other-than-temporary impairment losses
Interest and amortization expenses
1 unchanged sentence
Other general and administrative expenses
−Removed: Income tax benefit
+Added: Income tax expense ( 17 )
Net income from continuing operations $ 2,162
Net loss and LAE ratio (1)
+Added: 57.2 % 18.8 % 36.9 %
Commission and other acquisition expense ratio (2)
+Added: 36.3 % 42.0 % 39.3 %
General and administrative expense ratio (3)
+Added: 15.7 % 4.8 % 33.2 %
Expense ratio (4)
+Added: 52.0 % 46.8 % 72.5 %
Combined ratio (5)
+Added: 109.2 % 65.6 % 109.4 %
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Segment Information (continued)
−Removed: For the Three Months Ended June 30, 2019
−Removed: Diversified Reinsurance
−Removed: AmTrust Reinsurance
+Added: For the Three Months Ended September 30, 2019 Diversified Reinsurance AmTrust Reinsurance Other Total
Gross premiums written
+Added: $ 14,439 $ 21,405 $ — $ 35,844
Net premiums written
+Added: $ 14,539 $ 21,405 $ — $ 35,944
Net premiums earned
+Added: $ 20,492 $ 74,406 $ — $ 94,898
Other insurance revenue
Net loss and LAE
+Added: ( 13,807 ) ( 126,945 ) ( 108 ) ( 140,860 )
Commission and other acquisition expenses
+Added: ( 7,005 ) ( 25,758 ) — ( 32,763 )
General and administrative expenses
−Removed: Underwriting income (loss)
−Removed: Reconciliation to net income from continuing operations
+Added: ( 1,849 ) ( 235 ) — ( 2,084 )
+Added: Underwriting loss
+Added: $ ( 1,615 ) $ ( 78,532 ) $ ( 108 ) ( 80,255 )
+Added: Reconciliation to net loss from continuing operations
Net investment income and realized gains on investment 25,923
+Added: Total other-than-temporary impairment losses
Interest and amortization expenses
1 unchanged sentence
Other general and administrative expenses
−Removed: Income tax benefit
−Removed: Net income from continuing operations
+Added: Income tax expense ( 87 )
+Added: Net loss from continuing operations
Net loss and LAE ratio (1)
+Added: 65.6 % 170.6 % 147.6 %
Commission and other acquisition expense ratio (2)
+Added: 33.3 % 34.6 % 34.3 %
General and administrative expense ratio (3)
+Added: 8.8 % 0.3 % 9.3 %
Expense ratio (4)
+Added: 42.1 % 34.9 % 43.6 %
Combined ratio (5)
+Added: 107.7 % 205.5 % 191.2 %
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Segment Information (continued)
−Removed: For the Six Months Ended June 30, 2020
−Removed: Diversified Reinsurance
−Removed: AmTrust Reinsurance
+Added: For the Nine Months Ended September 30, 2020 Diversified Reinsurance AmTrust Reinsurance Total
Gross premiums written
+Added: $ 30,573 $ ( 10,340 ) $ 20,233
Net premiums written
+Added: $ 27,591 $ ( 10,098 ) $ 17,493
Net premiums earned
+Added: $ 35,381 $ 41,447 $ 76,828
Other insurance revenue
Net loss and LAE
+Added: ( 19,703 ) ( 21,456 ) ( 41,159 )
Commission and other acquisition expenses
+Added: ( 13,557 ) ( 16,221 ) ( 29,778 )
General and administrative expenses
−Removed: Underwriting loss
+Added: ( 5,177 ) ( 1,941 ) ( 7,118 )
+Added: Underwriting (loss) income $ ( 2,137 ) $ 1,829 ( 308 )
Reconciliation to net income from continuing operations
2 unchanged sentences
Interest and amortization expenses
−Removed: Foreign exchange and other gains
+Added: Foreign exchange and other losses ( 634 )
Other general and administrative expenses
−Removed: Income tax benefit
+Added: Income tax expense ( 14 )
Net income from continuing operations
Net loss and LAE ratio (1)
+Added: 54.3 % 51.8 % 52.9 %
Commission and other acquisition expense ratio (2)
+Added: 37.3 % 39.1 % 38.3 %
General and administrative expense ratio (3)
+Added: 14.3 % 4.7 % 33.4 %
Expense ratio (4)
+Added: 51.6 % 43.8 % 71.7 %
Combined ratio (5)
+Added: 105.9 % 95.6 % 124.6 %
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Segment Information (continued)
−Removed: For the Six Months Ended June 30, 2019
−Removed: Diversified Reinsurance
−Removed: AmTrust Reinsurance
+Added: For the Nine Months Ended September 30, 2019 Diversified Reinsurance AmTrust Reinsurance Other Total
Gross premiums written
+Added: $ 41,021 $ ( 564,199 ) $ — $ ( 523,178 )
Net premiums written
+Added: $ 38,204 $ ( 564,199 ) $ — $ ( 525,995 )
Net premiums earned
+Added: $ 68,256 $ 343,730 $ — $ 411,986
Other insurance revenue
+Added: 2,120 — — 2,120
Net loss and LAE
+Added: ( 40,695 ) ( 374,103 ) ( 312 ) ( 415,110 )
Commission and other acquisition expenses
+Added: ( 24,413 ) ( 127,623 ) — ( 152,036 )
General and administrative expenses
+Added: ( 6,972 ) ( 2,063 ) — ( 9,035 )
Underwriting loss
+Added: $ ( 1,704 ) $ ( 160,059 ) $ ( 312 ) ( 162,075 )
Reconciliation to net loss from continuing operations
Net investment income and realized gains on investment 102,052
+Added: Total other-than-temporary impairment losses
Interest and amortization expenses
4 unchanged sentences
Net loss and LAE ratio (1)
+Added: 57.8 % 108.8 % 100.2 %
Commission and other acquisition expense ratio (2)
+Added: 34.7 % 37.1 % 36.7 %
General and administrative expense ratio (3)
+Added: 9.9 % 0.6 % 9.1 %
Expense ratio (4)
+Added: 44.6 % 37.7 % 45.8 %
Combined ratio (5)
+Added: 102.4 % 146.5 % 146.0 %
(1) Calculated by dividing net loss and LAE by the sum of net premiums earned and other insurance revenue.
3 unchanged sentences
(5) Calculated by adding together net loss and LAE ratio and the expense ratio.
−Removed: The following tables summarize the financial position of the Company's reportable segments including the reconciliation to the Company's consolidated total assets at June 30, 2020 and December 31, 2019 :
−Removed: June 30, 2020
−Removed: Diversified Reinsurance
−Removed: AmTrust Reinsurance
+Added: The following tables summarize the financial position of the Company's reportable segments including the reconciliation to the Company's consolidated total assets at September 30, 2020 and December 31, 2019:
+Added: September 30, 2020 Diversified Reinsurance AmTrust Reinsurance Total
Total assets - reportable segments
+Added: $ 156,237 $ 2,413,955 $ 2,570,192
Corporate assets
−Removed: December 31, 2019
−Removed: Diversified Reinsurance
−Removed: AmTrust Reinsurance
+Added: $ 156,237 $ 2,413,955 $ 3,054,704
+Added: December 31, 2019 Diversified Reinsurance AmTrust Reinsurance Total
Total assets - reportable segments
+Added: $ 167,845 $ 2,843,802 $ 3,011,647
Corporate assets
+Added: $ 167,845 $ 2,843,802 $ 3,568,196
MAIDEN HOLDINGS, LTD.
2 unchanged sentences
dollars, except share and per share data)
−Removed: Segment In formation (continued)
−Removed: The following tables set forth financial information relating to net premiums written by major line of business and reportable segment for the three and six months ended June 30, 2020 and 2019 :
−Removed: For the Three Months Ended June 30,
+Added: Segment Information (continued)
+Added: The following tables set forth financial information relating to net premiums written by major line of business and reportable segment for the three and nine months ended September 30, 2020 and 2019:
+Added: For the Three Months Ended September 30, 2020 2019
Net premiums written
1 unchanged sentence
International
+Added: $ 8,757 $ 14,563
+Added: ( 91 ) ( 24 )
Total Diversified Reinsurance
1 unchanged sentence
Small Commercial Business
+Added: ( 2,123 ) 8,050
Specialty Program
+Added: ( 209 ) 4,139
Specialty Risk and Extended Warranty
+Added: ( 3,303 ) 9,216
Total AmTrust Reinsurance
+Added: ( 5,635 ) 21,405
Total Net Premiums Written
−Removed: For the Six Months Ended June 30,
+Added: $ 3,031 $ 35,944
+Added: For the Nine Months Ended September 30, 2020 2019
Net premiums written
1 unchanged sentence
International
+Added: $ 27,627 $ 38,246
+Added: ( 36 ) ( 42 )
Total Diversified Reinsurance
+Added: 27,591 38,204
AmTrust Reinsurance
Small Commercial Business
+Added: ( 8,517 ) ( 329,116 )
Specialty Program
+Added: 268 ( 24,500 )
Specialty Risk and Extended Warranty
+Added: ( 1,849 ) ( 210,583 )
Total AmTrust Reinsurance
+Added: ( 10,098 ) ( 564,199 )
Total Net Premiums Written
−Removed: The following tables set forth financial information relating to net premiums earned by major line of business and reportable segment for the three and six months ended June 30, 2020 and 2019 :
−Removed: For the Three Months Ended June 30,
+Added: $ 17,493 $ ( 525,995 )
+Added: The following tables set forth financial information relating to net premiums earned by major line of business and reportable segment for the three and nine months ended September 30, 2020 and 2019:
+Added: For the Three Months Ended September 30, 2020 2019
Net premiums earned
+Added: Total % of Total Total % of Total
Diversified Reinsurance
International
+Added: $ 11,414 47.0 % $ 20,516 21.6 %
+Added: ( 91 ) ( 0.4 ) % ( 24 ) — %
Total Diversified Reinsurance
+Added: 11,323 46.6 % 20,492 21.6 %
AmTrust Reinsurance
Small Commercial Business
+Added: ( 1,921 ) ( 7.9 ) % 18,686 19.7 %
Specialty Program
+Added: ( 190 ) ( 0.8 ) % 22,204 23.4 %
Specialty Risk and Extended Warranty
+Added: 15,093 62.1 % 33,516 35.3 %
Total AmTrust Reinsurance
+Added: 12,982 53.4 % 74,406 78.4 %
Total Net Premiums Earned
+Added: $ 24,305 100.0 % $ 94,898 100.0 %
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Segment Information (continued)
−Removed: For the Six Months Ended June 30,
+Added: For the Nine Months Ended September 30, 2020 2019
Net premiums earned
+Added: Total % of Total Total % of Total
Diversified Reinsurance
International
+Added: $ 35,417 46.1 % $ 68,298 16.6 %
+Added: ( 36 ) — % ( 42 ) — %
Total Diversified Reinsurance
+Added: 35,381 46.1 % 68,256 16.6 %
AmTrust Reinsurance
Small Commercial Business
+Added: ( 8,094 ) ( 10.6 ) % 81,424 19.8 %
Specialty Program
+Added: 311 0.4 % 128,751 31.2 %
Specialty Risk and Extended Warranty
+Added: 49,230 64.1 % 133,555 32.4 %
Total AmTrust Reinsurance
+Added: 41,447 53.9 % 343,730 83.4 %
Total Net Premiums Earned
−Removed: Fixed Maturities
−Removed: The original or amortized cost, estimated fair value and gross unrealized gains and losses of fixed maturities at June 30, 2020 and December 31, 2019 are as follows:
−Removed: June 30, 2020
−Removed: Original or amortized cost
−Removed: Gross unrealized gains
−Removed: Gross unrealized losses
+Added: $ 76,828 100.0 % $ 411,986 100.0 %
+Added: a) Fixed Maturities
+Added: The original or amortized cost, estimated fair value and gross unrealized gains and losses of fixed maturities at September 30, 2020 and December 31, 2019 are as follows:
+Added: September 30, 2020 Original or amortized cost Gross unrealized gains Gross unrealized losses Fair value
treasury bonds
+Added: $ 100,930 $ 197 $ — $ 101,127
agency bonds – mortgage-backed
+Added: 339,144 11,567 ( 361 ) 350,350
government and supranational bonds
+Added: 8,649 605 ( 32 ) 9,222
Asset-backed securities
+Added: 184,982 1,233 ( 1,225 ) 184,990
Corporate bonds
+Added: 625,210 27,782 ( 10,714 ) 642,278
Total fixed maturity investments
−Removed: December 31, 2019
−Removed: Original or amortized cost
−Removed: Gross unrealized gains
−Removed: Gross unrealized losses
+Added: $ 1,258,915 $ 41,384 $ ( 12,332 ) $ 1,287,967
+Added: December 31, 2019 Original or amortized cost Gross unrealized gains Gross unrealized losses Fair value
treasury bonds
+Added: $ 94,921 $ 704 $ — $ 95,625
agency bonds – mortgage-backed
+Added: 533,296 6,717 ( 1,291 ) 538,722
government and supranational bonds
+Added: 11,796 294 ( 91 ) 11,999
Asset-backed securities
+Added: 187,881 821 ( 532 ) 188,170
Corporate bonds
+Added: 981,441 31,140 ( 15,725 ) 996,856
Municipal bonds
+Added: 4,091 55 — 4,146
Total fixed maturity investments
+Added: $ 1,813,426 $ 39,731 $ ( 17,639 ) $ 1,835,518
MAIDEN HOLDINGS, LTD.
5 unchanged sentences
Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
−Removed: June 30, 2020
−Removed: Amortized cost
+Added: September 30, 2020 Amortized cost Fair value
Due in one year or less
+Added: $ 161,459 $ 160,918
Due after one year through five years
+Added: 445,698 459,737
Due after five years through ten years
+Added: 127,632 131,972
+Added: 734,789 752,627
agency bonds – mortgage-backed
+Added: 339,144 350,350
Asset-backed securities
+Added: 184,982 184,990
Total fixed maturity investments
+Added: $ 1,258,915 $ 1,287,967
The following tables summarize fixed maturities in an unrealized loss position and the aggregate fair value and gross unrealized loss by length of time the security has continuously been in an unrealized loss position:
−Removed: Less than 12 Months
−Removed: 12 Months or More
−Removed: June 30, 2020
−Removed: treasury bonds
+Added: Less than 12 Months 12 Months or More Total
+Added: September 30, 2020 Fair
+Added: value Unrealized
+Added: value Unrealized
+Added: value Unrealized
agency bonds – mortgage-backed
+Added: $ 25,644 $ ( 252 ) $ 9,871 $ ( 109 ) $ 35,515 $ ( 361 )
government and supranational bonds
+Added: 1,481 ( 11 ) 597 ( 21 ) 2,078 ( 32 )
Asset-backed securities 35,748 ( 450 ) 60,211 ( 775 ) 95,959 ( 1,225 )
Corporate bonds
+Added: 100,944 ( 4,857 ) 76,452 ( 5,857 ) 177,396 ( 10,714 )
Total temporarily impaired fixed maturities
−Removed: At June 30, 2020 , there were 134 securities in an unrealized loss position with a fair value of $ 435,809 and unrealized losses of $ 21,638 .
+Added: $ 163,817 $ ( 5,570 ) $ 147,131 $ ( 6,762 ) $ 310,948 $ ( 12,332 )
+Added: At September 30, 2020, there were 116 securities in an unrealized loss position with a fair value of $ 310,948 and unrealized losses of $ 12,332 .
Of these securities, there were 54 securities that have been in an unrealized loss position for twelve months or greater with a fair value of $ 147,131 and unrealized losses of $ 6,762 .
−Removed: Less than 12 Months
−Removed: 12 Months or More
−Removed: December 31, 2019
+Added: Less than 12 Months 12 Months or More Total
+Added: December 31, 2019 Fair
+Added: value Unrealized
+Added: value Unrealized
+Added: value Unrealized
agency bonds – mortgage-backed
+Added: $ 31,401 $ ( 257 ) $ 85,008 $ ( 1,034 ) $ 116,409 $ ( 1,291 )
government and supranational bonds
+Added: 1,824 ( 22 ) 701 ( 69 ) 2,525 ( 91 )
Asset-backed securities 60,863 ( 240 ) 17,594 ( 292 ) 78,457 ( 532 )
Corporate bonds
+Added: 29,692 ( 305 ) 159,216 ( 15,420 ) 188,908 ( 15,725 )
Total temporarily impaired fixed maturities
+Added: $ 123,780 $ ( 824 ) $ 262,519 $ ( 16,815 ) $ 386,299 $ ( 17,639 )
At December 31, 2019, there were 104 securities in an unrealized loss position with a fair value of $ 386,299 and unrealized losses of $ 17,639 .
2 unchanged sentences
The Company performs quarterly reviews of its fixed maturities in order to determine whether declines in fair value below the amortized cost basis were considered other-than-temporary in accordance with applicable guidance.
−Removed: At June 30, 2020 , we determined that unrealized losses on fixed maturities were primarily due to changes in interest rates as well as the impact of foreign exchange rate changes on certain foreign currency denominated fixed maturities since their date of purchase.
+Added: At September 30, 2020, we determined that unrealized losses on fixed maturities were primarily due to changes in interest rates as well as the impact of foreign exchange rate changes on certain foreign currency denominated fixed maturities since their date of purchase.
All fixed maturity securities continue to pay the expected coupon payments under the contractual terms of the securities.
Any credit-related impairment related to fixed maturity securities that the Company does not plan to sell and for which the Company is not more likely than not to be required to sell is recognized in net earnings, with the non-credit related impairment recognized in comprehensive earnings.
−Removed: Based on our analysis, our fixed maturity portfolio is of high credit quality and we believe the amortized cost basis of the securities will ultimately be recovered.
−Removed: The Company continually monitors the credit quality of the fixed maturity investments to assess if it is probable that it will receive contractual or estimated cash flows in the form of principal and interest.
−Removed: For the six months ended June 30, 2020 , $ 1,506 of OTTI charges were recognized in earnings on two fixed maturity securities.
−Removed: There were no OTTI losses recognized in the three months ended June 30, 2020 and in the three and six months ended June 30, 2019 .
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Investments (continued)
−Removed: The following tables summarize the credit ratings of our fixed maturities as at June 30, 2020 and December 31, 2019 :
−Removed: June 30, 2020
−Removed: Amortized cost
+Added: Based on our analysis, our fixed maturity portfolio is of high credit quality and we believe the amortized cost basis of the securities will ultimately be recovered.
+Added: The Company continually monitors the credit quality of the fixed maturity investments to assess if it is probable that it will receive contractual or estimated cash flows in the form of principal and interest.
+Added: For the three and nine months ended September 30, 2020, $ 962 and $ 2,468 of OTTI charges were recognized in earnings on two and four fixed maturity securities, respectively.
+Added: For the three and nine months ended September 30, 2019, the Company recognized $ 165 in OTTI charges in earnings on one fixed maturity security.
+Added: The following tables summarize the credit ratings of our fixed maturities as at September 30, 2020 and December 31, 2019:
+Added: September 30, 2020 Amortized cost Fair value % of Total
treasury bonds
+Added: $ 100,930 $ 101,127 7.8 %
+Added: 339,144 350,350 27.2 %
+Added: 97,188 97,508 7.6 %
+Added: 114,808 116,591 9.1 %
+Added: 280,518 288,467 22.4 %
BBB+, BBB, BBB-
+Added: 280,263 289,970 22.5 %
+Added: 46,064 43,954 3.4 %
Total fixed maturities (1)
−Removed: December 31, 2019
−Removed: Amortized cost
+Added: $ 1,258,915 $ 1,287,967 100.0 %
+Added: December 31, 2019 Amortized cost Fair value % of Total
treasury bonds
+Added: $ 94,921 $ 95,625 5.2 %
+Added: 533,296 538,722 29.4 %
+Added: 99,212 99,542 5.4 %
+Added: 101,491 101,467 5.5 %
+Added: 540,002 549,479 29.9 %
BBB+, BBB, BBB-
+Added: 438,731 445,202 24.3 %
+Added: 5,773 5,481 0.3 %
Total fixed maturities (1)
+Added: $ 1,813,426 $ 1,835,518 100.0 %
(1) Ratings above are based on Standard & Poor’s ("S&P"), or equivalent, ratings .
−Removed: Other Investments
−Removed: The table below shows the fair value of the Company's other investments as at June 30, 2020 and December 31, 2019 :
−Removed: June 30, 2020
−Removed: December 31, 2019
+Added: b) Other Investments
+Added: The table below shows the fair value of the Company's other investments as at September 30, 2020 and December 31, 2019:
+Added: September 30, 2020 December 31, 2019
+Added: Fair value % of Total
+Added: fair value Fair value % of Total
+Added: Hedge fund investments $ 25,376 60.4 % $ — — %
Investment in limited partnerships
+Added: 13,850 33.0 % 3,077 63.1 %
+Added: 2,800 6.6 % 1,800 36.9 %
Total other investments $ 42,026 100.0 % $ 4,877 100.0 %
−Removed: The Company also holds other investments made by special purpose vehicles ("SPV") related to lending activities of $ 30,346 at June 30, 2020 ( December 31, 2019 - $ 26,871 ).
+Added: The Company also holds other investments made by special purpose vehicles ("SPV") related to lending activities of $ 33,338 at September 30, 2020 (December 31, 2019 - $ 26,871 ).
These investments are carried at cost less impairment, if any, with any indication of impairment recognized in income when determined.
1 unchanged sentence
Please see "Note 5 - Fair Value Measurements" for additional information.
−Removed: The Company has remaining unfunded commitments on its investment in limited partnerships of $ 333 at June 30, 2020 ( December 31, 2019 - $ 340 ).
−Removed: The Company also has a remaining unfunded commitment on its investment in special purpose vehicles focused on lending activities of $ 215 at June 30, 2020 ( December 31, 2019 - $ 767 ).
+Added: The Company has remaining unfunded commitments on its investment in limited partnerships of $ 333 at September 30, 2020 (December 31, 2019 - $ 340 ).
+Added: The Company also has a remaining unfunded commitment on its investment in special purpose vehicles focused on lending activities of $ 23,127 at September 30, 2020 (December 31, 2019 - $ 767 ).
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Investments (continued)
−Removed: Net Investment Income
+Added: c) Net Investment Income
Net investment income was derived from the following sources:
−Removed: For the Three Months Ended June 30,
−Removed: For the Six Months Ended June 30,
+Added: For the Three Months Ended September 30, For the Nine Months Ended September 30,
+Added: 2020 2019 2020 2019
Fixed maturities
+Added: $ 7,647 $ 19,798 $ 29,933 $ 69,540
Funds withheld interest
+Added: 3,981 5,267 11,843 14,973
Loan to related party
+Added: 886 1,777 3,111 5,441
Cash and cash equivalents and other
+Added: 548 599 1,203 2,190
+Added: 13,062 27,441 46,090 92,144
+Added: Interest paid on LPT/ADC and Commutation (1)
+Added: — ( 13,596 ) — ( 13,596 )
Investment expenses
+Added: ( 376 ) ( 622 ) ( 1,131 ) ( 2,181 )
Net investment income
−Removed: Realized Gains (Losses) on Investment
+Added: $ 12,686 $ 13,223 $ 44,959 $ 76,367
+Added: (1) Interest expense paid on LPT/ADC Agreement and Commutation Payment includes:
+Added: a) Maiden Reinsurance paid Enstar approximately $ 7,261 in interest related to the LPT/ADC Agreement premium, calculated at the rate of 2.64 % per annum from January 1, 2019 through August 12, 2019;
+Added: and b) Maiden Reinsurance paid AII approximately $ 6,335 in interest related to the Commutation Payment premium, calculated at the rate of 3.30 % per annum from January 1, 2019 through August 12, 2019.
+Added: Settlement of funding for the LPT/ADC Agreement and Commutation Payment occurred on August 12, 2019 by Maiden Reinsurance's transfer of cash and invested assets as described in Part I of our Annual Report on Form 10-K for the year ended December 31, 2019 .
+Added: d) Realized Gains (Losses) on Investment
Realized gains or losses on the sale of investments are determined on the basis of the first in first out cost method.
The following tables show the net realized gains (losses) on investment included in the Condensed Consolidated Statements of Income:
−Removed: For the Three Months Ended June 30, 2020
+Added: For the Three Months Ended September 30, 2020 Gross gains Gross losses Net
Fixed maturities
+Added: $ 3,948 $ — $ 3,948
Other investments
+Added: 715 ( 530 ) 185
Net realized gains (losses) on investment
−Removed: For the Three Months Ended June 30, 2019
+Added: $ 4,663 $ ( 530 ) $ 4,133
+Added: For the Three Months Ended September 30, 2019 Gross gains Gross losses Net
Fixed maturities
+Added: $ 13,506 $ ( 904 ) $ 12,602
Other investments
Net realized gains (losses) on investment
−Removed: For the Six Months Ended June 30, 2020
+Added: $ 13,604 $ ( 904 ) $ 12,700
+Added: For the Nine Months Ended September 30, 2020 Gross gains Gross losses Net
AFS fixed maturities
+Added: $ 23,939 $ ( 1 ) $ 23,938
Other investments
+Added: 822 ( 714 ) 108
Net realized gains (losses) on investment
−Removed: For the Six Months Ended June 30, 2019
+Added: $ 24,761 $ ( 715 ) $ 24,046
+Added: For the Nine Months Ended September 30, 2019 Gross gains Gross losses Net
AFS fixed maturities
+Added: $ 41,366 $ ( 15,785 ) $ 25,581
Other investments
+Added: 249 ( 145 ) 104
Net realized gains (losses) on investment
−Removed: Proceeds from sales of fixed maturities were $ 181,030 and $ 405,501 for the three and six months ended June 30, 2020 , respectively ( 2019 - $ 625,254 and $ 709,615 , respectively).
−Removed: Net unrealized gains on investments were as follows at June 30, 2020 and December 31, 2019 , respectively:
−Removed: June 30, 2020
−Removed: December 31, 2019
−Removed: Fixed maturities
−Removed: Deferred income tax
−Removed: Net unrealized gains, net of deferred income tax
−Removed: Change, net of deferred income tax
+Added: $ 41,615 $ ( 15,930 ) $ 25,685
+Added: Proceeds from sales of fixed maturities were $ 71,857 and $ 477,358 for the three and nine months ended September 30, 2020, respectively (2019 - $ 136,347 and $ 845,962 , respectively).
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Investments (continued)
−Removed: Restricted Cash and Cash Equivalents and Investments
+Added: Net unrealized gains on investments were as follows at September 30, 2020 and December 31, 2019, respectively:
+Added: September 30, 2020 December 31, 2019
+Added: Fixed maturities
+Added: $ 29,052 $ 22,092
+Added: Deferred income tax
+Added: ( 114 ) ( 96 )
+Added: Net unrealized gains, net of deferred income tax
+Added: $ 28,938 $ 21,996
+Added: Change, net of deferred income tax
+Added: $ 6,942 $ 81,758
+Added: e) Restricted Cash and Cash Equivalents and Investments
The Company is required to provide collateral for its reinsurance liabilities under various reinsurance agreements and utilizes trust accounts to collateralize business with reinsurance counterparties.
The assets in trust as collateral are primarily cash and highly rated fixed maturities.
−Removed: The fair values of these restricted assets were as follows at June 30, 2020 and December 31, 2019 :
−Removed: June 30, 2020
−Removed: December 31, 2019
+Added: The fair values of these restricted assets were as follows at September 30, 2020 and December 31, 2019:
+Added: September 30, 2020 December 31, 2019
Restricted cash – third party agreements $ 22,669 $ 21,447
4 unchanged sentences
2019 – $ 65,539 )
−Removed: Restricted investments – in trust for related party agreements at fair value (amo rtized cost:
62,059 65,678
+Added: Restricted investments – in trust for related party agreements at fair value (amortized cost:
2020 – $ 972,375 ;
−Removed: Restricted investments – liability for investments purchased for related party agreements (1)
+Added: 2019 – $ 1,366,873 )
+Added: 997,935 1,382,994
Total restricted investments
+Added: 1,059,994 1,448,672
Total restricted cash and investments
−Removed: (1) $ 31,997 of the restricted cash held for related party agreements as of June 30, 2020 was used to settle the liability for investments purchased of $ 44,996 as of June 30, 2020 subsequent to the quarter end.
+Added: $ 1,158,168 $ 1,507,753
Fair Value of Financial Instruments
22 unchanged sentences
Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized in Level 3.
+Added: MAIDEN HOLDINGS, LTD.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
+Added: (in thousands of U.S.
+Added: dollars, except share and per share data)
+Added: Fair Value of Financial Instruments (continued)
We use prices and inputs that are current at the measurement date.
7 unchanged sentences
If quoted market prices and an estimate from the Pricing Service are unavailable, the Company produces an estimate of fair value based on dealer quotations for recent activity in positions with the same or similar characteristics to that being valued.
−Removed: The Company determines whether the fair value estimate
−Removed: MAIDEN HOLDINGS, LTD.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
−Removed: (in thousands of U.S.
−Removed: dollars, except share and per share data)
−Removed: Fair Value of Financial Instruments (continued)
−Removed: is in the Level 2 or Level 3 hierarchy depending on the level of observable inputs available when estimating the fair value.
+Added: The Company determines whether the fair value estimate is in the Level 2 or Level 3 hierarchy depending on the level of observable inputs available when estimating the fair value.
The Company bases its estimates of fair values for assets on the bid price as it represents what a third party market participant would be willing to pay in an orderly transaction.
ASC 825, "Disclosure About Fair Value of Financial Instruments" , requires all entities to disclose the fair value of their financial instruments, both assets and liabilities recognized and not recognized in the balance sheet, for which it is practicable to estimate fair value.
−Removed: The following describes the valuation techniques used by the Company to determine the fair value of financial instruments held at June 30, 2020 and December 31, 2019 .
+Added: The following describes the valuation techniques used by the Company to determine the fair value of financial instruments held at September 30, 2020 and December 31, 2019.
government and U.S.
25 unchanged sentences
As the significant inputs used to price corporate and municipal bonds are observable market inputs, the fair values are included in the Level 2 fair value hierarchy.
−Removed: Other investments — Includes unquoted investments comprised of investments in limited partnerships and other investments which includes investments in special purpose vehicles focused on lending activities as well as investments in start-up insurance entities.
−Removed: The fair values of the limited partnerships are determined by the fund manager based on recent filings, operating results, balance sheet stability, growth and other business and market sector fundamentals.
+Added: Other investments — Includes unquoted investments comprised of investments in limited partnerships, hedge funds and other investments which includes investments in special purpose vehicles focused on lending activities as well as investments in start-up insurance entities.
+Added: The fair values of the limited partnerships and hedge funds are determined by the fund manager based on recent filings, operating results, balance sheet stability, growth and other business and market sector fundamentals.
The fair value of these investments are measured using the NAV practical expedient and therefore have not been categorized within the fair value hierarchy.
5 unchanged sentences
Loan to related party, reinsurance recoverable on unpaid losses, and funds withheld receivable — The carrying values reported in the Condensed Consolidated Balance Sheets for these financial instruments approximate their fair value and are included in the Level 2 fair value hierarchy.
+Added: MAIDEN HOLDINGS, LTD.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
+Added: (in thousands of U.S.
+Added: dollars, except share and per share data)
+Added: Fair Value of Financial Instruments (continued)
Senior notes — The carrying value for these financial instruments represents the principal value of the notes less any unamortized issuance costs.
5 unchanged sentences
In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect the Company’s significant market assumptions.
−Removed: MAIDEN HOLDINGS, LTD.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
−Removed: (in thousands of U.S.
−Removed: dollars, except share and per share data)
−Removed: Fair Value of Financial Instruments (continued)
−Removed: At June 30, 2020 and December 31, 2019 , the Company classified its financial instruments measured at fair value on a recurring basis in the following valuation hierarchy:
−Removed: June 30, 2020
−Removed: Quoted Prices in Active Markets for Identical Assets (Level 1)
−Removed: Significant Other Observable Inputs (Level 2)
−Removed: Significant Unobservable Inputs (Level 3)
−Removed: Fair Value Based on NAV Practical Expedient
−Removed: Total Fair Value
+Added: At September 30, 2020 and December 31, 2019, the Company classified its financial instruments measured at fair value on a recurring basis in the following valuation hierarchy:
+Added: September 30, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value Based on NAV Practical Expedient Total Fair Value
Fixed maturities
5 unchanged sentences
Other investments
+Added: — — 2,800 39,226 42,026
+Added: $ 101,127 $ 1,186,840 $ 2,800 $ 39,226 $ 1,329,993
As a percentage of total assets
−Removed: December 31, 2019
−Removed: Quoted Prices in Active Markets for Identical Assets (Level 1)
−Removed: Significant Other Observable Inputs (Level 2)
−Removed: Significant Unobservable Inputs (Level 3)
−Removed: Fair Value Based on NAV Practical Expedient
−Removed: Total Fair Value
+Added: 3.3 % 38.8 % 0.1 % 1.3 % 43.5 %
+Added: December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value Based on NAV Practical Expedient Total Fair Value
Fixed maturities
6 unchanged sentences
Other investments
+Added: — — 1,800 3,077 4,877
+Added: $ 95,625 $ 1,739,893 $ 1,800 $ 3,077 $ 1,840,395
As a percentage of total assets
+Added: 2.7 % 48.8 % 0.1 % 0.1 % 51.7 %
The Company utilizes the Pricing Service to assist in determining the fair value of its investments;
2 unchanged sentences
The Company analyzes and reviews the information and prices received from the Pricing Service to ensure that the prices represent a reasonable estimate of the fair value.
−Removed: The Pricing Service was utilized to estimate fair value measurements for 99.6 % and 99.7 % of our fixed maturities at June 30, 2020 and December 31, 2019 , respectively.
+Added: The Pricing Service was utilized to estimate fair value measurements for 99.5 % and 99.7 % of our fixed maturities at September 30, 2020 and December 31, 2019, respectively.
The Pricing Service utilizes market quotations for fixed maturity securities that have quoted market prices in active markets.
1 unchanged sentence
treasury bonds generally do not trade actively on a daily basis, the Pricing Service prepares estimates of fair value measurements using relevant market data, benchmark curves, sector groupings and matrix pricing and these have been classified as Level 2 within the fair value hierarchy.
−Removed: At June 30, 2020 and December 31, 2019 , 0.4 % and 0.3 % , respectively, of the Level 2 fixed maturities are valued using the market approach.
−Removed: At June 30, 2020 and December 31, 2019 , one security or $ 5,491 and $ 5,481 , respectively, of Level 2 fixed maturities, was priced using a quotation from a broker and/or custodian as opposed to the Pricing Service due to lack of information available.
−Removed: At June 30, 2020 and December 31, 2019 , the Company has not adjusted any pricing provided to it based on the review performed by its investment managers.
−Removed: During the year ended December 31, 2019 , the Company transferred its investment in special purpose vehicles focused on lending activities out of Level 3 within the fair value hierarchy due to a change in accounting policy to report these investments at cost less any impairment instead of fair market value.
−Removed: There were no other transfers to or from Level 3 during the periods represented by these Condensed Consolidated Financial Statements.
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Fair Value of Financial Instruments (continued)
+Added: At September 30, 2020 and December 31, 2019, 0.5 % and 0.3 %, respectively, of the Level 2 fixed maturities are valued using the market approach.
+Added: At September 30, 2020 and December 31, 2019, one security or $ 6,172 and $ 5,481 , respectively, of Level 2 fixed maturities, was priced using a quotation from a broker and/or custodian as opposed to the Pricing Service due to lack of information available.
+Added: At September 30, 2020 and December 31, 2019, the Company has not adjusted any pricing provided to it based on the review performed by its investment managers.
+Added: During the year ended December 31, 2019, the Company transferred its investment in special purpose vehicles focused on lending activities out of Level 3 within the fair value hierarchy due to a change in accounting policy to report these investments at cost less any impairment instead of fair market value.
+Added: There were no other transfers to or from Level 3 during the periods represented by these Condensed Consolidated Financial Statements.
(c) Level 3 Financial Instruments
−Removed: At June 30, 2020 , the Company has other investments of $ 2,800 (December 31, 2019 - $ 1,800 ) which includes investments in start-up insurance entities.
+Added: At September 30, 2020, the Company has other investments of $ 2,800 (December 31, 2019 - $ 1,800 ) which includes investments in start-up insurance entities.
Due to significant unobservable inputs in these valuations, the Company classifies the fair value estimate of these other investments as Level 3 within the fair value hierarchy.
(d) Financial Instruments not measured at Fair Value
−Removed: The following table presents the respective carrying value and fair value for the financial instruments not measured at fair value on the Condensed Consolidated Balance Sheets as at June 30, 2020 and December 31, 2019 , respectively:
−Removed: June 30, 2020
−Removed: December 31, 2019
−Removed: Carrying Value
−Removed: Carrying Value
+Added: The following table presents the respective carrying value and fair value for the financial instruments not measured at fair value on the Condensed Consolidated Balance Sheets as at September 30, 2020 and December 31, 2019, respectively:
+Added: September 30, 2020 December 31, 2019
+Added: Carrying Value Fair Value Carrying Value Fair Value
Financial Assets
2 unchanged sentences
Senior Notes - MHLA – 6.625 %
+Added: $ 110,000 $ 87,340 $ 110,000 $ 86,460
Senior Notes - MHNC – 7.75 %
+Added: 152,500 134,444 152,500 137,067
Total financial liabilities
+Added: $ 262,500 $ 221,784 $ 262,500 $ 223,527
The fair value of other investments in SPV related to lending activities was determined using internally developed discounted cash flow models and therefore are included in the Level 3 fair value hierarchy.
14 unchanged sentences
As at December 31, 2018, the assets and liabilities related to this business including the retrocession agreement were classified as held for sale, however, a decision was made to reclassify them as it is now considered unlikely that these reserves will be novated in the foreseeable future;
−Removed: therefore, there are no remaining assets and liabilities classified as held for sale as at June 30, 2020 and December 31, 2019 .
−Removed: The following table summarizes the major classes of items constituting the net loss from discontinued operations for the three and six months ended June 30, 2019 presented in the unaudited Condensed Consolidated Statements of Income:
−Removed: For the Three Months Ended June 30,
−Removed: For the Six Months Ended June 30,
+Added: therefore, there are no remaining assets and liabilities classified as held for sale as at September 30, 2020 and December 31, 2019.
+Added: The following table summarizes the major classes of items constituting the net loss from discontinued operations for the three and nine months ended September 30, 2019 presented in the unaudited Condensed Consolidated Statements of Income:
+Added: For the Three Months Ended September 30, For the Nine Months Ended September 30,
Net loss and loss adjustment expenses $ — $ 6,363
2 unchanged sentences
Loss on disposal of discontinued operations — ( 25,474 )
−Removed: Income tax expense
−Removed: Loss from discontinued operations, net of income tax
−Removed: As a result of the Settlement and Commutation Agreement entered into by Maiden and Enstar on July 31, 2019, Maiden recorded an additional loss from discontinued operations of $ 16,715 for the three and six months ended June 30, 2019 .
+Added: Income tax benefit (expense) 74 ( 1,095 )
+Added: Income (loss) from discontinued operations, net of income tax $ 75 $ ( 22,048 )
+Added: As a result of the Settlement and Commutation Agreement entered into by Maiden and Enstar on July 31, 2019, Maiden recorded an additional loss from discontinued operations of $ 16,714 for the nine months ended September 30, 2019.
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Long-Term Debt
−Removed: At June 30, 2020 and December 31, 2019 , both Maiden Holdings and its wholly owned subsidiary, Maiden NA, have outstanding publicly-traded senior notes which were issued in 2016 (" 2016 Senior Notes ") and 2013 (" 2013 Senior Notes "), respectively (collectively "Senior Notes").
+Added: At September 30, 2020 and December 31, 2019, both Maiden Holdings and its wholly owned subsidiary, Maiden NA, have outstanding publicly-traded senior notes which were issued in 2016 ("2016 Senior Notes") and 2013 ("2013 Senior Notes"), respectively (collectively "Senior Notes").
The 2013 Senior Notes issued by Maiden NA are fully and unconditionally guaranteed by Maiden Holdings.
The Senior Notes are unsecured and unsubordinated obligations of the Company.
−Removed: The following tables detail the issuances of Senior Notes outstanding at June 30, 2020 and December 31, 2019 :
−Removed: June 30, 2020
−Removed: 2016 Senior Notes
−Removed: 2013 Senior Notes
+Added: The following tables detail the issuances of Senior Notes outstanding at September 30, 2020 and December 31, 2019:
+Added: September 30, 2020 2016 Senior Notes 2013 Senior Notes Total
Principal amount
+Added: $ 110,000 $ 152,500 $ 262,500
unamortized issuance costs 3,528 3,901 7,429
Carrying value $ 106,472 $ 148,599 $ 255,071
−Removed: December 31, 2019
−Removed: 2016 Senior Notes
−Removed: 2013 Senior Notes
+Added: December 31, 2019 2016 Senior Notes 2013 Senior Notes Total
Principal amount
+Added: $ 110,000 $ 152,500 $ 262,500
unamortized issuance costs 3,565 4,027 7,592
2 unchanged sentences
Original debt issuance costs $ 3,715 $ 5,054
−Removed: Maturity date
−Removed: June 14, 2046
−Removed: December 1, 2043
−Removed: Earliest redeemable date (for cash)
−Removed: June 14, 2021
−Removed: December 1, 2018
+Added: Maturity date June 14, 2046 December 1, 2043
+Added: Earliest redeemable date (for cash) June 14, 2021 December 1, 2018
+Added: Coupon rate 6.625 % 7.75 %
Effective interest rate 7.07 % 8.04 %
−Removed: The interest expense incurred on the Senior Notes for the three and six months ended June 30, 2020 was $ 4,776 and $ 9,553 , respectively ( 2019 - $ 4,777 and $ 9,553 , respectively), of which $ 1,342 was accrued at both June 30, 2020 and December 31, 2019 , respectively.
+Added: The interest expense incurred on the Senior Notes for the three and nine months ended September 30, 2020 was $ 4,777 and $ 14,330 , respectively (2019 - $ 4,777 and $ 14,330 , respectively), of which $ 1,342 was accrued at both September 30, 2020 and December 31, 2019, respectively.
The issuance costs related to the Senior Notes were capitalized and are being amortized over the effective life of the Senior Notes.
−Removed: The amortization expense for the three and six months ended June 30, 2020 was $ 54 and $ 108 , respectively ( 2019 - $ 53 and $ 106 , respectively).
+Added: The amortization expense for the three and nine months ended September 30, 2020 was $ 55 and $ 163 , respectively (2019 - $ 54 and $ 160 , respectively).
Under the terms of the 2013 Senior Notes, the 2013 Senior Notes can be redeemed, in whole or in part after December 1, 2018 at Maiden NA's option at any time and from time to time, until maturity at a redemption price equal to 100 % of the principal amount of the notes to be redeemed plus accrued but unpaid interest on the principal amount being redeemed to, but not including, the redemption date.
9 unchanged sentences
In the event that one or more of our reinsurers or retrocessionaires are unable to meet their obligations under these agreements, the Company would not realize the full value of the reinsurance recoverable balances.
−Removed: The effect of ceded reinsurance on net premiums written and earned and on net loss and LAE for the six months ended June 30, 2020 and 2019 was as follows:
−Removed: For the Six Months Ended June 30,
+Added: The effect of ceded reinsurance on net premiums written and earned and on net loss and LAE for the nine months ended September 30, 2020 and 2019 was as follows:
+Added: For the Nine Months Ended September 30, 2020 2019
Premiums written
+Added: $ 14,718 $ 12,819
+Added: 5,515 ( 535,997 )
+Added: ( 2,740 ) ( 2,817 )
+Added: $ 17,493 $ ( 525,995 )
Premiums earned
+Added: $ 14,630 $ 11,903
+Added: 64,853 402,197
+Added: ( 2,655 ) ( 2,114 )
+Added: $ 76,828 $ 411,986
Gross loss and LAE
+Added: $ 54,845 $ 415,429
Loss and LAE ceded
−Removed: The Company's reinsurance recoverable on unpaid losses balance as at June 30, 2020 was $ 617,496 ( December 31, 2019 - $ 623,422 ) presented in the Condensed Consolidated Balance Sheets.
−Removed: At June 30, 2020 and December 31, 2019 , the Company had no valuation allowance against reinsurance recoverable on unpaid losses.
+Added: ( 13,686 ) ( 319 )
+Added: $ 41,159 $ 415,110
+Added: The Company's reinsurance recoverable on unpaid losses balance as at September 30, 2020 was $ 597,677 (December 31, 2019 - $ 623,422 ) presented in the Condensed Consolidated Balance Sheets.
+Added: At September 30, 2020 and December 31, 2019, the Company had no valuation allowance against reinsurance recoverable on unpaid losses.
As discussed in "Note 1.
1 unchanged sentence
treaty reinsurance business held by Maiden Reinsurance were retroceded to Cavello in exchange for a ceding commission.
−Removed: The balance of reinsurance recoverable on unpaid losses due from Cavello under this retrocession agreement was $ 58,182 at June 30, 2020 ( December 31, 2019 - $ 62,699 ).
+Added: The balance of reinsurance recoverable on unpaid losses due from Cavello under this retrocession agreement was $ 69,454 at September 30, 2020 (December 31, 2019 - $ 62,699 ).
On July 31, 2019, Maiden Reinsurance and Cavello entered into the LPT/ADC Agreement, pursuant to which Cavello assumed the loss reserves as of December 31, 2018 associated with the AmTrust Quota Share in excess of a $ 2,178,535 retention up to $ 600,000 , in exchange for a retrocession premium of $ 445,000 .
7 unchanged sentences
Consequently, cumulative adverse development subsequent to December 31, 2018 may result in significant losses from operations until periods when the deferred gain is recognized as a benefit to earnings.
−Removed: As of June 30, 2020 , the reinsurance recoverable on unpaid losses under the retroactive reinsurance agreement were $ 556,540 while the deferred gain liability was $ 111,540 ( December 31, 2019 - $ 557,950 and $ 112,950 , respectively).
+Added: As of September 30, 2020, the reinsurance recoverable on unpaid losses under the retroactive reinsurance agreement were $ 524,995 while the deferred gain liability was $ 79,995 (December 31, 2019 - $ 557,950 and $ 112,950 , respectively).
Amortization of the deferred gain will not occur until paid losses have exceeded the minimum retention under the LPT/ADC Agreement, which is estimated to be in 2024.
2 unchanged sentences
Under the terms of the LPT/ADC Agreement, the covered losses associated with the Commutation and Release Agreement with AmTrust are eligible to be covered but recoverable only when such losses are paid or settled by AII or its affiliates, provided such losses and other related amounts shall not exceed $ 312,786 .
−Removed: Cavello's parent company, Enstar, has credit ratings of BBB from both Standard &Poor's and Fitch Ratings at June 30, 2020 .
+Added: Cavello's parent company, Enstar, has credit ratings of BBB from both Standard &Poor's and Fitch Ratings at September 30, 2020.
MAIDEN HOLDINGS, LTD.
16 unchanged sentences
The reserve for loss and LAE consists of:
−Removed: June 30, 2020
−Removed: December 31, 2019
+Added: September 30, 2020 December 31, 2019
Reserve for reported loss and LAE
+Added: $ 1,039,079 $ 1,271,358
Reserve for losses incurred but not reported ("IBNR")
+Added: 935,994 1,168,549
Reserve for loss and LAE
+Added: $ 1,975,073 $ 2,439,907
The following table represents a reconciliation of our beginning and ending gross and net loss and LAE reserves:
−Removed: For the Six Months Ended June 30,
+Added: For the Nine Months Ended September 30, 2020 2019
Gross loss and LAE reserves, January 1
+Added: $ 2,439,907 $ 3,126,134
reinsurance recoverable on unpaid losses, January 1
+Added: 623,422 71,901
Net loss and LAE reserves, January 1
+Added: 1,816,485 3,054,233
Net incurred losses related to:
+Added: 48,988 318,654
+Added: ( 7,829 ) 96,456
+Added: 41,159 415,110
Net paid losses related to:
+Added: ( 5,253 ) ( 8,969 )
+Added: ( 519,864 ) ( 872,125 )
+Added: ( 525,117 ) ( 881,094 )
+Added: Retroactive reinsurance adjustment
+Added: 32,955 ( 549,542 )
Effect of foreign exchange rate movements
−Removed: Net loss and LAE reserves, June 30
−Removed: Reinsurance recoverable on unpaid losses, June 30
−Removed: Gross loss and LAE reserves, June 30
+Added: 11,914 ( 28,330 )
+Added: Net loss and LAE reserves, September 30 1,377,396 2,010,377
+Added: Reinsurance recoverable on unpaid losses, September 30 597,677 615,481
+Added: Gross loss and LAE reserves, September 30 $ 1,975,073 $ 2,625,858
Prior period development arises from changes to loss estimates recognized in the current year that relate to loss reserves in previous calendar years.
The favorable or unfavorable development reflects changes in management's best estimate of the ultimate losses under the relevant reinsurance policies after considerable review of changes in actuarial assessments.
−Removed: During the three and six months ended June 30, 2020 , the Company recognized net favorable prior year loss development of $ 60 and $ 593 , respectively ( 2019 - adverse $ 26,014 and $ 33,272 , respectively).
−Removed: In the Diversified Reinsurance segment, net prior year loss development was adverse $ 362 and favorable $ 171 for the three and six months ended June 30, 2020 , respectively ( 2019 - favorable $ 1,052 and $ 2,148 , respectively).
−Removed: Prior year loss development for the six months ended June 30, 2020 was primarily due to favorable reserve development in German Auto Programs partly offset by adverse development in specific German Auto Programs for the three months ended June 30, 2020 .
−Removed: The favorable loss development for the same respective periods in 2019 was largely due to favorable development in German Auto Programs and facultative reinsurance run-off lines.
+Added: During the three and nine months ended September 30, 2020, the Company recognized net favorable prior year loss development of $ 7,236 and $ 7,829 , respectively (2019 - adverse $ 63,184 and $ 96,456 , respectively).
+Added: In the Diversified Reinsurance segment, net adverse prior year loss development was $ 483 and $ 312 for the three and nine months ended September 30, 2020, respectively (2019 - adverse $ 692 and favorable $ 1,456 , respectively).
+Added: Prior year loss development for the three and nine months ended September 30, 2020 was primarily due to adverse reserve development in European Capital Solutions.
+Added: The favorable loss development for the nine months ended September 30, 2019 was largely due to favorable development in German Auto Programs as well as facultative reinsurance run-off lines.
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Reserve for Loss and Loss Adjustment Expenses (continued)
−Removed: In the AmTrust Reinsurance segment, the net favorable prior year loss development was $ 422 for the three and six months ended June 30, 2020 , respectively ( 2019 - adverse $ 27,090 and $ 35,216 , respectively).
−Removed: The net favorable prior year loss development for the three and six months ended June 30, 2020 was primarily due to favorable development in Workers Compensation partly offset by adverse development within Commercial General Liability programs.
−Removed: The net adverse development in the three and six months ended June 30, 2019 was primarily driven by Commercial Auto Liability in accident years 2015 to 2018, partly offset by favorable development in Workers Compensation.
−Removed: The Other category had net favorable prior year loss development of $ 24 and net adverse prior year loss development of $ 204 for the three and six months ended June 30, 2019 due to increased reserves in the run-off of the NGHC Quota Share.
−Removed: This contract was commuted in November 2019.
+Added: The adverse development for the three months ended September 30, 2019 was due to facultative reinsurance run-off partially offset by favorable development in International Auto.
+Added: In the AmTrust Reinsurance segment, the net favorable prior year loss development was $ 7,719 and $ 8,141 for the three and nine months ended September 30, 2020, respectively (2019 - adverse $ 62,384 and $ 97,600 , respectively).
+Added: The net favorable prior year loss development for the three and nine months ended September 30, 2020 was primarily due to favorable development in Workers Compensation partly offset by adverse development within Commercial Auto and General Liability programs.
+Added: The adverse development in the three and nine months ended September 30, 2019 was primarily driven by Commercial Auto and General Liability in accident years 2014 to 2018, partly offset by favorable development in Workers Compensation in accident years 2016 to 2018.
+Added: The adverse development for the three and nine months ended September 30, 2019 includes $ 27,587 recognized from application of the $ 40,500 loss corridor cap on AmTrust program business (please see " Note 10.
+Added: Related Party Transactions " for details).
+Added: Retroactive reinsurance adjustment of $ 32,955 represents the decrease in reinsurance recoverable on unpaid losses under the LPT/ADC Agreement with Cavello that was recognized in the nine months ended September 30, 2020 (2019 - $ 549,542 increase) in the reconciliation of our beginning and ending gross and net loss and LAE reserves presented above.
+Added: This includes the corresponding decrease in the deferred gain on retroactive reinsurance for favorable development both on reserves covered under the LPT/ADC Agreement of $ 9,250 and Workers Compensation commuted losses of $ 23,705 during the nine months ended September 30, 2020 (2019 - $ 104,542 increase in deferred gain).
+Added: The deferred gain on retroactive reinsurance represents the cumulative adverse development under the AmTrust Quota Share covered under the LPT/ADC Agreement at September 30, 2020 and September 30, 2019.
+Added: Amortization of the deferred gain will not occur until paid losses have exceeded the minimum retention under the LPT/ADC Agreement, which is estimated to be in 2024.
+Added: Under the Commutation and Release Agreement with AmTrust on July 1, 2019, Maiden Bermuda transferred cash and invested assets in the amount of $ 312,786 which is the sum of the net ceded reserves in the amount of $ 330,682 with respect to the commuted Business as of December 31, 2018 less payments in the amount of $ 17,896 made by Maiden Bermuda with respect to the Commuted Business from January 1, 2019 through July 31, 2019.
+Added: Settlement of the commutation occurred on August 12, 2019 and is reflected in the reconciliation of our beginning and ending gross and net loss and LAE reserves presented above under net paid losses related to prior years.
+Added: The Other category had net adverse prior year loss development of $ 108 and $ 312 for the three and nine months ended September 30, 2019 due to increased reserves in the run-off of the NGHC Quota Share which was commuted in November 2019.
Related Party Transactions
14 unchanged sentences
Above and below the Loss Corridor, Maiden Reinsurance continued to reinsure losses at its proportional 40 % share of the AmTrust Quota Share.
−Removed: Effective July 31, 2019, the Loss Corridor was amended such that the maximum amount covered is $ 40,500 , the amount calculated by Maiden Reinsurance for the Loss Corridor coverage as of June 30, 2019 .
+Added: Effective July 31, 2019, the Loss Corridor was amended such that the maximum amount covered is $ 40,500 , the amount calculated by Maiden Reinsurance for the Loss Corridor coverage as of September 30, 2019.
Any development above this maximum amount will be subject to the coverage of the LPT/ADC Agreement.
1 unchanged sentence
"Basis of Presentation" for additional information .
+Added: MAIDEN HOLDINGS, LTD.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
+Added: (in thousands of U.S.
+Added: dollars, except share and per share data)
+Added: Related Party Transactions (continued)
Effective January 1, 2019, Maiden Reinsurance and AII entered into the Partial Termination Amendment which amended the AmTrust Quota Share.
8 unchanged sentences
On January 30, 2019, in connection with the termination of the reinsurance agreement described above, the Company and AmTrust entered into a second amendment to the Master Agreement between the parties, originally entered into on July 3, 2007, to remove the provisions requiring AmTrust to reinsure business with the Company.
−Removed: MAIDEN HOLDINGS, LTD.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
−Removed: (in thousands of U.S.
−Removed: dollars, except share and per share data)
−Removed: Related Party Transactions (continued)
European Hospital Liability Quota Share
5 unchanged sentences
Effective July 1, 2016, the European Hospital Liability Quota Share was amended such that Maiden Reinsurance assumes from AEL 32.5 % of the premiums and losses of all policies written or renewed on or after July 1, 2016 until June 30, 2017 and 20 % of all policies written or renewed on or after July 1, 2017.
−Removed: Subsequently, on January 30, 2019, Maiden Reinsurance, AEL and AIU DAC agreed to terminate the European Hospital Liability Quota Share on a run-off basis effective as of January 1, 2019.
−Removed: The table below shows the effect of both of these quota share arrangements with AmTrust on the Company's Condensed Consolidated Income Statements for the three and six months ended June 30, 2020 and 2019 , respectively:
−Removed: For the Three Months Ended June 30,
−Removed: For the Six Months Ended June 30,
+Added: Thereafter, on January 30, 2019, Maiden Reinsurance, AEL and AIU DAC agreed to terminate the European Hospital Liability Quota Share on a run-off basis effective as of January 1, 2019.
+Added: The table below shows the effect of both of these quota share arrangements with AmTrust on the Company's Condensed Consolidated Income Statements for the three and nine months ended September 30, 2020 and 2019, respectively:
+Added: For the Three Months Ended September 30, For the Nine Months Ended September 30,
+Added: 2020 2019 2020 2019
Gross and net premiums written $ ( 5,635 ) $ 21,405 $ ( 10,340 ) $ ( 564,199 )
1 unchanged sentence
Net loss and LAE ( 2,441 ) ( 126,945 ) ( 21,456 ) ( 373,980 )
−Removed: Commission expenses
+Added: Commission and other acquisition expenses ( 5,447 ) ( 25,758 ) ( 16,221 ) ( 127,623 )
Collateral provided to AmTrust
6 unchanged sentences
Maiden Reinsurance satisfied its collateral requirements under the AmTrust Quota Share with AII as follows:
−Removed: by lending funds in the amount of $ 167,975 at June 30, 2020 and December 31, 2019 pursuant to a loan agreement entered into between those parties.
+Added: MAIDEN HOLDINGS, LTD.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
+Added: (in thousands of U.S.
+Added: dollars, except share and per share data)
+Added: Related Party Transactions (continued)
+Added: • by lending funds in the amount of $ 167,975 at September 30, 2020 and December 31, 2019 pursuant to a loan agreement entered into between those parties.
Advances under the loan are secured by promissory notes.
3 unchanged sentences
(c) Investments" for the total amount of interest earned from this loan.
−Removed: The interest income on the loan was $ 860 and $ 2,225 for the three and six months ended June 30, 2020 , respectively ( 2019 - $ 1,842 and $ 3,664 , respectively) and the effective yield was 2.0 % and 2.6 % for the same respective periods ( 2019 - 4.4 % and 4.4 % ).
+Added: The interest income on the loan was $ 886 and $ 3,111 for the three and nine months ended September 30, 2020, respectively (2019 - $ 1,777 and $ 5,441 , respectively) and the effective yield was 2.1 % and 2.5 % for the same respective periods (2019 - 4.2 % and 4.3 %, respectively).
• On January 30, 2019, in connection with the termination of the reinsurance agreements described above, the Company and AmTrust entered into an amendment to the Loan Agreement between Maiden Reinsurance, AmTrust and AII, originally entered into on November 16, 2007, extending the maturity date to January 1, 2025 and acknowledges that due to the termination of the AmTrust Quota Share, no further loans or advances may be made pursuant to the Loan Agreement;
1 unchanged sentence
AmTrust subsidiaries.
−Removed: The amount of the collateral at June 30, 2020 was $ 861,978 (December 31, 2019 - $ 1,155,955 ) and the accrued interest was $ 3,273 (December 31, 2019 - $ 7,366 ).
+Added: The amount of the collateral at September 30, 2020 was $ 759,348 (December 31, 2019 - $ 1,155,955 ) and the accrued interest was $ 3,184 (December 31, 2019 - $ 7,366 ).
Please refer to "Note 4.
2 unchanged sentences
The Company transferred cash and investments of $ 575,000 to AmTrust as a funds withheld receivable which initially had an annual interest rate of 3.5 %, subject to annual adjustment.
−Removed: The annual interest rate was adjusted to 2.65 % for the three and six months ended June 30, 2020 .
−Removed: At June 30, 2020 , the balance of funds withheld was $ 575,000 (December 31, 2019 - $ 575,000 ) and the accrued interest was $ 3,803 (December 31, 2019 - $ 5,073 ).
−Removed: The interest income on the funds withheld receivable was $ 3,806 and $ 7,606 for the three and six months ended June 30, 2020 , respectively ( 2019 - $ 5,017 and $ 9,443 , respectively).
−Removed: MAIDEN HOLDINGS, LTD.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
−Removed: (in thousands of U.S.
−Removed: dollars, except share and per share data)
−Removed: Related Party Transactions (continued)
+Added: The annual interest rate was adjusted to 2.65 % for the three and nine months ended September 30, 2020.
+Added: At September 30, 2020, the balance of funds withheld was $ 575,000 (December 31, 2019 - $ 575,000 ) and the accrued interest was $ 3,845 (December 31, 2019 - $ 5,073 ).
+Added: The interest income on the funds withheld receivable was $ 3,845 and $ 11,451 for the three and nine months ended September 30, 2020, respectively (2019 - $ 5,073 and $ 14,500 , respectively).
Pursuant to the terms of the LPT/ADC Agreement, Maiden Reinsurance, Cavello and AmTrust and certain of its affiliated companies entered into a Master Collateral Agreement (“MCA”) to define and enable the operation of collateral provided under the AmTrust Quota Share.
20 unchanged sentences
1 to the European Hospital Liability Quota Share, Maiden Reinsurance strengthened the collateral protection provided by Maiden Reinsurance to AEL and AIU DAC by increasing the required funding percentage for Maiden Reinsurance under the collateral arrangements between the parties to the greater of 120 % of the Exposure (as defined therein) and the amount of security required to offset the increase in the Solvency Capital Requirement (“SCR”) that results from the changes in the SCR which arise out of Maiden Reinsurance's re-domestication as compared to the SCR calculation if Maiden Reinsurance had remained domesticated in a Solvency II equivalent jurisdiction with a solvency ratio above 100 % and provided collateral equivalent to 100 % of the Exposure.
+Added: MAIDEN HOLDINGS, LTD.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
+Added: (in thousands of U.S.
+Added: dollars, except share and per share data)
+Added: Related Party Transactions (continued)
b) European Hospital Liability Quota Share
Collateral has been provided to both AEL and AIU DAC under the European Hospital Liability Quota Share.
−Removed: For AEL, the amount of the collateral held in reinsurance trust accounts at June 30, 2020 was $ 219,170 (December 31, 2019 - $ 253,631 ) and the accrued interest was $ 1,764 (December 31, 2019 - $ 1,821 ).
+Added: For AEL, the amount of the collateral held in reinsurance trust accounts at September 30, 2020 was $ 302,733 (December 31, 2019 - $ 253,631 ) and the accrued interest was $ 1,883 (December 31, 2019 - $ 1,821 ).
For AIU DAC, the Company utilizes funds withheld to satisfy its collateral requirements.
−Removed: At June 30, 2020 , the amount of funds withheld was $ 93,188 ( December 31, 2019 - $ 57,305 ) and the accrued interest was $ 200 ( December 31, 2019 - $ 269 ).
−Removed: AIU DAC pays Maiden Reinsurance a fixed annual interest rate of 0.5 % , on the average daily funds withheld balance which is subject to annual adjustment.The interest income on the funds withheld receivable was $ 127 and $ 198 for the three and six months ended June 30, 2020 , respectively ( 2019 - $ 72 and $ 125 , respectively).
+Added: At September 30, 2020, the amount of funds withheld was $ 26,902 (December 31, 2019 - $ 57,305 ) and the accrued interest was $ 271 (December 31, 2019 - $ 269 ).
+Added: AIU DAC pays Maiden Reinsurance a fixed annual interest rate of 0.5 %, on the average daily funds withheld balance which is subject to annual adjustment.The interest income on the funds withheld receivable was $ 64 and $ 262 for the three and nine months ended September 30, 2020, respectively (2019 - $ 71 and $ 196 , respectively).
Brokerage Agreement
4 unchanged sentences
The brokerage agreement was terminated as of March 15, 2019.
−Removed: Maiden Reinsurance recorded $ 119 and $ 353 of reinsurance brokerage expense for the three and six months ended June 30, 2020 , respectively ( 2019 - $ 1,398 and $ 3,375 , respectively) and deferred reinsurance brokerage of $ 1,961 at June 30, 2020 (December 31, 2019 - $ 2,372 ) as a result of this agreement.
+Added: Maiden Reinsurance recorded $ 162 and $ 515 of reinsurance brokerage expense for the three and nine months ended September 30, 2020, respectively (2019 - $ 930 and $ 4,305 , respectively) and deferred reinsurance brokerage of $ 1,728 at September 30, 2020 (December 31, 2019 - $ 2,372 ) as a result of this agreement.
Asset Management Agreement
2 unchanged sentences
The agreement may be terminated upon 30 days written notice by either party.
−Removed: The Company recorded $ 350 and $ 750 of investment management fees for the three and six months ended June 30, 2020 , respectively ( 2019 - $ 678 and $ 1,453 , respectively) under this agreement.
−Removed: MAIDEN HOLDINGS, LTD.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
−Removed: (in thousands of U.S.
−Removed: dollars, except share and per share data)
−Removed: Related Party Transactions (continued)
+Added: The Company recorded $ 321 and $ 1,071 of investment management fees for the three and nine months ended September 30, 2020, respectively (2019 - $ 618 and $ 2,071 , respectively) under this agreement.
+Added: On September 9, 2020, Maiden Reinsurance, AmTrust and AIIM entered into a novation agreement, effective July 1, 2020, which provided for the novation of the asset management agreement, dated January 1, 2018 between Maiden Reinsurance and AIIM, and the release by Maiden Reinsurance of AIIM's obligations under the asset management agreement.
+Added: The novation mandates that AmTrust is to be bound by the terms of the asset management agreement in place of AIIM and AmTrust agrees to perform any and all past, present and future obligations of AIIM under the asset management agreement.
Insurance Management Services Agreement
4 unchanged sentences
The fee for this agreement was an initial $ 100 retainer for re-domestication services and $ 100 annually and reimbursement for reasonable out-of-pocket expenses incurred by Risk Services pursuant to the terms of the agreement.
−Removed: The Company recorded $ 25 and $ 50 of fees for the three and six months ended June 30, 2020 , respectively.
+Added: The Company recorded $ 25 and $ 75 of annual fees for the three and nine months ended September 30, 2020, respectively.
+Added: The initial retainer of $ 100 was incurred during the three and nine months ended September 30, 2019.
683 Capital Partners, LP (“683 Partners”)
−Removed: 683 Partners and its affiliates currently own or control approximately 9.2 % of the outstanding common shares of the Company and is thus deemed a related party at June 30, 2020 .
+Added: 683 Partners and its affiliates currently own or control approximately 9.1 % of the outstanding common shares of the Company and is thus deemed a related party at September 30, 2020.
683 Partners and its affiliates also reported that they own Preference Shares of the Company and Senior Notes issued by both Maiden Holdings and Maiden NA.
3 unchanged sentences
Maiden Reinsurance may periodically and in its discretion increase the amount invested under the 683 LP Agreement, and subject to certain conditions, reduce the amount invested under the 683 LP Agreement.
+Added: Hedge fund investments of $ 25,376 were managed by 683 Capital under this agreement at September 30, 2020.
+Added: MAIDEN HOLDINGS, LTD.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
+Added: (in thousands of U.S.
+Added: dollars, except share and per share data)
Commitments and Contingencies
There are no material changes from the commitments, contingencies and concentrations previously disclosed in the Company’s Form 10-K for the year ended December 31, 2019.
−Removed: Concentrations of Credit Risk
−Removed: At June 30, 2020 and December 31, 2019 , the Company’s assets where significant concentrations of credit risk may exist include investments, cash and cash equivalents, loan to related party, reinsurance balances receivable, reinsurance recoverable on unpaid losses and funds withheld receivable.
+Added: a) Concentrations of Credit Risk
+Added: At September 30, 2020 and December 31, 2019, the Company’s assets where significant concentrations of credit risk may exist include investments, cash and cash equivalents, loan to related party, reinsurance balances receivable, reinsurance recoverable on unpaid losses and funds withheld receivable.
Please refer to " Note 8.
7 unchanged sentences
The Company also monitors the credit risk related to the loan to related party and funds withheld receivable, within which the largest balance is due from AmTrust.
−Removed: AmTrust has a financial strength/credit rating of A- from A.M.
−Removed: Best at June 30, 2020 .
+Added: AmTrust has a financial strength/credit rating of A- (Excellent) from A.M.
+Added: Best at September 30, 2020.
To mitigate credit risk, the Company generally has a contractual right of offset thereby allowing claims to be settled net of any premiums or loan receivable.
−Removed: The Company believes these balances as at June 30, 2020 will be fully collectible.
−Removed: Operating Lease Commitments
+Added: The Company believes these balances as at September 30, 2020 will be fully collectible.
+Added: b) Operating Lease Commitments
The Company leases office spaces, housing, office equipment and company vehicles under various operating leases expiring in various years through 2024.
−Removed: The Company did not enter into any new lease arrangements during the three and six months ended June 30, 2020 .
+Added: The Company did not enter into any new lease arrangements during the three and nine months ended September 30, 2020 however one of its existing leases was recently renewed through 2024.
The Company's leases are all currently classified as operating leases and none of them have non-lease components.
−Removed: For operating leases that have a lease term of more than twelve months, the Company recognized a lease liability and a right-of-use asset in the Company's Condensed Consolidated Balance Sheets at the present value of the remaining lease payments until expiration.
+Added: For operating leases that have a lease term of more than twelve months, and whose lease payments are above a certain threshold, the Company recognized a lease liability and a right-of-use asset in the Company's Condensed Consolidated Balance Sheets at the present value of the remaining lease payments until expiration.
As the lease contracts generally do not provide an implicit discount rate, the Company used the weighted-average discount rate of 10 %, representing its secured incremental borrowing rate, in calculating the present value of the lease liability.
−Removed: The exercise of lease renewal options is at the sole discretion of the Company and none of our current lease renewal options are deemed to be reasonably certain to be exercised.
The Company has made an accounting policy election not to include renewal, termination, or purchase options that are not reasonably certain of exercise when determining the term of the borrowing.
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
−Removed: The Company's weighted-average remaining lease term is 2.3 years.
−Removed: At June 30, 2020 , the Company's future lease obligations of $ 1,775 ( December 31, 2019 - $ 2,342 ) was calculated based on the present value of future annual rental commitments excluding taxes, insurance and other operating costs for non-cancellable operating leases discounted using its secured incremental borrowing rate.
+Added: The Company's weighted-average remaining lease term is approximately 2.5 years at September 30, 2020.
+Added: At September 30, 2020, the Company's future lease obligations of $ 1,790 (December 31, 2019 - $ 2,342 ) was calculated based on the present value of future annual rental commitments excluding taxes, insurance and other operating costs for non-cancellable operating leases discounted using its secured incremental borrowing rate.
This amount has been recognized on the Condensed Consolidated Balance Sheets as a lease liability of $ 1,790 within accrued expenses and other liabilities with an equivalent amount for the right-of-use asset presented as part of other assets.
Under Topic 842, Leases , the Company continues to recognize the related leasing expense on a straight-line basis over the lease term in the Condensed Consolidated Statements of Income.
+Added: The Company's total lease expense for the three and nine months ended September 30, 2020 was $ 444 and $ 1,303 , respectively (2019 - $ 486 and $ 1,296 , respectively) which was recognized within net income consistent with the accounting treatment in prior periods under Topic 840 .
+Added: The operating cash outflows from operating leases included in the measurement of the lease liability during the three and nine months ended September 30, 2020 was $ 341 and $ 1,021 , respectively (2019 - $ 340 and $ 1,021 , respectively).
+Added: The scheduled maturity of the Company's operating lease liabilities are expected to be as follows:
+Added: September 30, 2020
+Added: Discount for present value ( 235 )
+Added: Total discounted operating lease liabilities $ 1,790
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Commitments and Contingencies (continued)
−Removed: The Company's total lease expense for the three and six months ended June 30, 2020 was $ 449 and $ 859 , respectively ( 2019 - $ 389 and $ 810 , respectively) which was recognized within net income consistent with the accounting treatment in prior periods under Topic 840 .
−Removed: The operating cash outflows from operating leases included in the measurement of the lease liability during the three and six months ended June 30, 2020 was $ 340 and $ 680 , respectively ( 2019 - $ 340 and $ 681 , respectively).
−Removed: The scheduled maturity of the Company's operating lease liabilities are expected to be as follows:
−Removed: June 30, 2020
−Removed: Discount for present value
−Removed: Total discounted operating lease liabilities
−Removed: Legal Proceedings
+Added: c) Legal Proceedings
Except as noted below, the Company is not a party to any material legal proceedings.
37 unchanged sentences
The following is a summary of the elements used in calculating basic and diluted earnings per common share:
−Removed: For the Three Months Ended June 30,
−Removed: For the Six Months Ended June 30,
+Added: For the Three Months Ended September 30, For the Nine Months Ended September 30,
+Added: 2020 2019 2020 2019
Net income (loss) from continuing operations $ 2,162 $ ( 58,402 ) $ 32,235 $ ( 88,328 )
Amount allocated to participating common shareholders (1)
+Added: ( 24 ) — ( 559 ) —
Income (loss) attributable to common shareholders, before discontinued operations 2,138 ( 58,402 ) 31,676 ( 88,328 )
−Removed: Loss from discontinued operations, net of income tax
+Added: Income (loss) from discontinued operations, net of income tax — 75 — ( 22,048 )
Net income (loss) allocated to common shareholders $ 2,138 $ ( 58,327 ) $ 31,676 $ ( 110,376 )
−Removed: Weighted average number of common shares – basic (2)
−Removed: Share options and restricted share units
−Removed: Adjusted weighted average number of common shares – diluted
+Added: Weighted average number of common shares – basic and diluted (2)
+Added: 84,744,787 83,092,085 84,181,528 83,036,925
Basic and diluted earnings (loss) from continuing operations per share attributable to common shareholders $ 0.03 $ ( 0.70 ) $ 0.38 $ ( 1.06 )
1 unchanged sentence
Basic and diluted earnings (loss) per share attributable to common shareholders:
+Added: $ 0.03 $ ( 0.70 ) $ 0.38 $ ( 1.33 )
(1) This represents the share in net income using the two class method of the holders of non-vested restricted shares issued to the Company's employees under the 2019 Omnibus Incentive Plan.
2 unchanged sentences
Share Compensation and Pension Plans" of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, for the terms and conditions of securities that could potentially be dilutive in the future.
−Removed: For the three and six months ended June 30, 2020 , there were no potentially dilutive securities.
+Added: For the three and nine months ended September 30, 2020, there were no potentially dilutive securities.
Shareholders' Equity
−Removed: Common Shares
−Removed: At June 30, 2020 , the aggregate authorized share capital of the Company is 150,000,000 shares from which the Company has issued 89,732,851 common shares, of which 84,718,837 common shares are outstanding, and 18,600,000 preference shares, all of which are outstanding.
−Removed: The remaining 41,667,149 shares are undesignated at June 30, 2020 .
+Added: a) Common Shares
+Added: At September 30, 2020, the aggregate authorized share capital of the Company is 150,000,000 shares from which the Company has issued 89,777,896 common shares, of which 84,763,882 common shares are outstanding, and 18,600,000 preference shares, all of which are outstanding.
+Added: The remaining 41,622,104 shares are undesignated at September 30, 2020.
For further discussion on the components of Shareholders' Equity, please refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2019.
−Removed: Treasury Shares
−Removed: During the six months ended June 30, 2020 , the Company repurchased total shares of 834 ( 2019 - 23,220 ) at an average price per share of $ 1.13 ( 2019 - $ 0.78 ) from employees, which represent withholdings in respect of tax obligations on the vesting of restricted shares and performance based shares.
−Removed: The Company has a remaining authorization of $ 74,245 for share repurchases at June 30, 2020 ( December 31, 2019 - $ 74,245 ).
−Removed: No repurchases were made during the three and six months ended June 30, 2020 and 2019 under the share repurchase plan.
+Added: b) Treasury Shares
+Added: During the nine months ended September 30, 2020, the Company repurchased total shares of 834 (2019 - 23,220 ) at an average price per share of $ 1.13 (2019 - $ 0.78 ) from employees, which represent withholdings in respect of tax obligations on the vesting of restricted shares and performance based shares.
+Added: The Company has a remaining authorization of $ 74,245 for share repurchases at September 30, 2020 (December 31, 2019 - $ 74,245 ).
+Added: No repurchases were made during the three and nine months ended September 30, 2020 and 2019 under the share repurchase plan.
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Shareholders' Equity (continued)
−Removed: Accumulated Other Comprehensive Income (Loss)
+Added: c) Accumulated Other Comprehensive Income
The following tables set forth financial information regarding the changes in the balances of each component of AOCI:
−Removed: For the Three Months Ended June 30, 2020
−Removed: Change in net unrealized gains on investment
−Removed: Foreign currency translation
+Added: For the Three Months Ended September 30, 2020 Change in net unrealized gains on investment Foreign currency translation Total
Beginning balance $ 17,184 $ ( 7,983 ) $ 9,201
3 unchanged sentences
Ending balance, Maiden shareholders $ 28,938 $ ( 14,981 ) $ 13,957
−Removed: For the Three Months Ended June 30, 2019
−Removed: Change in net unrealized gains on investment
−Removed: Foreign currency translation
+Added: For the Three Months Ended September 30, 2019 Change in net unrealized gains on investment Foreign currency translation Total
Beginning balance $ 29,278 $ ( 8,126 ) $ 21,152
−Removed: Other comprehensive income (loss) before reclassifications
+Added: Other comprehensive (loss) income before reclassifications ( 2,141 ) 11,480 9,339
Amounts reclassified from AOCI to net loss, net of tax ( 8,555 ) — ( 8,555 )
−Removed: Net current period other comprehensive income (loss)
+Added: Net current period other comprehensive (loss) income ( 10,696 ) 11,480 784
Ending balance, Maiden shareholders $ 18,582 $ 3,354 $ 21,936
−Removed: For the Six Months Ended June 30, 2020
−Removed: Change in net unrealized gains on investment
−Removed: Foreign currency translation
+Added: For the Nine Months Ended September 30, 2020 Change in net unrealized gains on investment Foreign currency translation Total
Beginning balance
+Added: $ 21,996 $ ( 4,160 ) $ 17,836
Other comprehensive income (loss) before reclassifications
+Added: 16,585 ( 10,821 ) 5,764
Amounts reclassified from AOCI to net income, net of tax
−Removed: Net current period other comprehensive loss
+Added: ( 9,643 ) — ( 9,643 )
+Added: Net current period other comprehensive income (loss) 6,942 ( 10,821 ) ( 3,879 )
Ending balance, Maiden shareholders
−Removed: For the Six Months Ended June 30, 2019
−Removed: Change in net unrealized gains on investment
−Removed: Foreign currency translation
+Added: $ 28,938 $ ( 14,981 ) $ 13,957
+Added: For the Nine Months Ended September 30, 2019 Change in net unrealized gains on investment Foreign currency translation Total
Beginning balance
−Removed: Other comprehensive income (loss) before reclassifications
+Added: $ ( 59,762 ) $ ( 5,932 ) $ ( 65,694 )
+Added: Other comprehensive income before reclassifications
+Added: 89,826 9,286 99,112
Amounts reclassified from AOCI to net loss, net of tax
−Removed: Net current period other comprehensive income (loss)
+Added: ( 11,482 ) — ( 11,482 )
+Added: Net current period other comprehensive income
+Added: 78,344 9,286 87,630
Ending balance, Maiden shareholders
+Added: $ 18,582 $ 3,354 $ 21,936
+Added: MAIDEN HOLDINGS, LTD.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
+Added: (in thousands of U.S.
+Added: dollars, except share and per share data)
+Added: The Company uses the estimated annual effective tax rate method.
+Added: Certain items, including those deemed to be unusual, infrequent or that cannot be reliably estimated, are excluded from the estimated annual effective tax rate.
+Added: In these cases, the actual tax expense or benefit is reported in the same period as the related item.
+Added: Certain tax effects are also not reflected in the estimated annual effective tax rate, primarily certain changes in the realizability of deferred tax assets and uncertain tax positions.
+Added: Maiden NA files a consolidated federal income tax return for the Company’s U.S.
+Added: based subsidiaries, including Maiden Reinsurance, which re-domesticated to Vermont on March 16, 2020 and, as a result, became subject to U.S.
+Added: Maiden NA has Net Operating Loss carry-forwards ("NOLs") and other Deferred Tax Assets (“DTAs”) and Deferred Tax Liabilities (“DTLs”) that are not presently recognized as a net DTA because a full valuation allowance is currently carried against them.
+Added: On March 27, 2020, the U.S.
+Added: enacted the Coronavirus Aid, Relief and Economic Security Act (the “CARES” Act) to mitigate the economic impacts of COVID-19.
+Added: The Company believes that the provisions of the CARES Act will not have a material impact on its U.S.
+Added: federal tax liabilities.
+Added: Subsequent Events
+Added: Preference Shares
+Added: On November 13, 2020, the Company announced that commencing November 16, 2020, Maiden Reinsurance was offering to purchase for cash, upon the terms and subject to the conditions set forth in its Offer to Purchase ("Purchase Offer") and accompanying Letter of Transmittal, up to $ 100.0 million of its 8.25% Non-Cumulative Preference Shares Series A, 7.125% Non-Cumulative Preference Shares Series C and 6.7% Non-Cumulative Preference Shares Series D ("Preference Securities").
+Added: The acquisition by Maiden Reinsurance of the Preference Securities pursuant to the Purchase Offer is being made in compliance with Maiden Reinsurance's investment policy previously approved b y the Vermont DFR.
+Added: The principal purpose of the Purchase Offer is to adjust the Company's and Maiden Reinsurance ’s capital structure to reflect its current operations and the amount of capital that is required to operate.
+Added: The Company's Board of Directors has not declared or paid a dividend on the Preference Securities since the fourth quarter of 2018 and there can be no assurance that it will declare and pay dividends on the Preference Securities in the future.
+Added: The Preference Securities are perpetual and there is no fixed date on which we are required to redeem or otherwise repurchase them.
+Added: Further, given the perpetual form of capital the Preference Securities represent, there can be no assurance that the Company or Maiden Reinsurance will make additional offers in the future to purchase the Preference Securities.
+Added: The Company expects to use cash on hand to pay the consideration payable by it pursuant to the Purchase Offer and the fees and expenses incurred by it in connection therewith.
+Added: The Purchase Offer is neither conditioned upon any minimum number of Securities being tendered, nor subject to any financing condition.
+Added: The Company or Maiden Reinsurance reserves the right, but is not obligated to, increase the Maximum Aggregate Purchase Amount in its sole and absolute discretion.
+Added: The Purchase Offer will expire on December 15, 2020 at 11:59 p.m., New York City time, unless the Company or Maiden Reinsurance extends it (such date and time, as the same may be extended, the "Expiration Date").
+Added: If the aggregate Offer Price of the Preference Securities that are validly tendered and not properly withdrawn at the Expiration Time (the "Total Consideration Amount") exceeds the Maximum Aggregate Purchase Amount, Maiden Reinsurance will accept for purchase that number of Securities that does not result in the Total Consideration Amount exceeding the Maximum Aggregate Purchase Amount.
+Added: In that event, the Securities will be subject to proration, as will be described in the Purchase Offer.
+Added: Novation of the Asset Management Agreement
+Added: On November 13, 2020, Maiden Life Försäkrings AB ("Maiden LF"), Maiden General Försäkrings AB ("Maiden GF"), AmTrust and AIIM entered into a novation agreement, effective July 1, 2020, which provided for the novation of the asset management agreement, dated January 1, 2018 between Maiden LF, Maiden GF and AIIM, and the release by Maiden LF and Maiden GF of AIIM's obligations under the asset management agreement.
+Added: The novation mandates that AmTrust is to be bound by the terms of the asset management agreement in place of AIIM and AmTrust agrees to perform any and all past, present and future obligations of AIIM under the asset management agreement.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.