4 unchanged sentences
dollars, except share and per share data)
−Removed: September 30,
2021 December 31,
3 unchanged sentences
$ 976,897 $ 1,213,411
+Added: Equity securities, at fair value (cost 2021 - $ 1,000 )
+Added: Equity method investments 40,183 39,886
Other investments 74,217 67,010
17 unchanged sentences
Deferred gain on retroactive reinsurance 65,096 74,941
+Added: Liability for securities purchased 1,110 —
Accrued expenses and other liabilities (includes $ 24,592 and $ 35,719 from related parties in 2021 and 2020, respectively)
24 unchanged sentences
dollars, except per share data)
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
−Removed: 2020 2019 2020 2019
+Added: For the Three Months Ended March 31,
Gross premiums written
7 unchanged sentences
Other insurance revenue
−Removed: 261 554 919 2,120
Net investment income
−Removed: 12,686 13,223 44,959 76,367
Net realized gains on investment
−Removed: 4,133 12,700 24,046 25,685
Total other-than-temporary impairment losses
−Removed: ( 962 ) ( 165 ) ( 2,468 ) ( 165 )
Total revenues
1 unchanged sentence
Net loss and loss adjustment expenses
−Removed: 9,065 140,860 41,159 415,110
Commission and other acquisition expenses
−Removed: 9,651 32,763 29,778 152,036
General and administrative expenses
−Removed: 8,160 8,898 25,971 37,675
Interest and amortization expenses
−Removed: 4,832 4,831 14,493 14,490
−Removed: Foreign exchange and other losses (gains) 6,536 ( 7,827 ) 634 ( 14,013 )
+Added: Foreign exchange and other gains ( 3,542 ) ( 8,197 )
Total expenses
23,587 38,243
−Removed: Income (loss) from continuing operations before income taxes 2,179 ( 58,315 ) 32,249 ( 89,305 )
−Removed: income tax expense (benefit) 17 87 14 ( 977 )
−Removed: Income (loss) from continuing operations 2,162 ( 58,402 ) 32,235 ( 88,328 )
−Removed: Income (loss) from discontinued operations, net of income tax — 75 — ( 22,048 )
−Removed: Net income (loss) $ 2,162 $ ( 58,327 ) $ 32,235 $ ( 110,376 )
−Removed: Basic and diluted earnings (loss) from continuing operations per share attributable to common shareholders $ 0.03 $ ( 0.70 ) $ 0.38 $ ( 1.06 )
−Removed: Basic and diluted loss from discontinued operations per share attributable to common shareholders — — — ( 0.27 )
−Removed: 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 and diluted 84,744,787 83,092,085 84,181,528 83,036,925
+Added: Income before income taxes and interest in income of equity method investments 6,388 20,876
+Added: income tax expense 49 15
+Added: Interest in income of equity method investments 2,947 —
+Added: Net income 9,286 20,861
+Added: Gain from repurchase of preference shares 62,450 —
+Added: Net income available to Maiden common shareholders $ 71,736 $ 20,861
+Added: Basic and diluted earnings per share attributable to common shareholders $ 0.83 $ 0.25
+Added: Weighted average number of common shares - basic 85,132,939 83,256,223
+Added: Adjusted weighted average number of common shares and assumed conversions - diluted 85,136,888 83,256,223
See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
2 unchanged sentences
(in thousands of U.S.
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
−Removed: 2020 2019 2020 2019
−Removed: Net income (loss) $ 2,162 $ ( 58,327 ) $ 32,235 $ ( 110,376 )
−Removed: Other comprehensive income (loss)
−Removed: Net unrealized holdings gains (losses) on fixed maturities arising during period 15,028 ( 2,129 ) 16,603 89,919
−Removed: Adjustment for reclassification of net realized gains recognized in net income (loss) ( 3,242 ) ( 8,555 ) ( 9,643 ) ( 11,482 )
+Added: For the Three Months Ended March 31,
+Added: Net income $ 9,286 $ 20,861
+Added: Other comprehensive loss
+Added: Net unrealized holdings losses on fixed maturity investments arising during period ( 19,531 ) ( 40,203 )
+Added: Net unrealized holdings losses on equity method investments arising during period ( 1,012 ) —
+Added: Adjustment for reclassification of net realized gains recognized in net income ( 4,246 ) ( 4,033 )
Foreign currency translation adjustment 10,146 ( 3 )
−Removed: Other comprehensive income (loss), before tax 4,788 796 ( 3,861 ) 87,723
−Removed: Income tax expense related to components of other comprehensive income (loss) ( 32 ) ( 12 ) ( 18 ) ( 93 )
−Removed: Other comprehensive income (loss), after tax 4,756 784 ( 3,879 ) 87,630
−Removed: Comprehensive income (loss) 6,918 ( 57,543 ) 28,356 ( 22,746 )
−Removed: Comprehensive income attributable to noncontrolling interests — — — ( 78 )
−Removed: Comprehensive income (loss) attributable to Maiden $ 6,918 $ ( 57,543 ) $ 28,356 $ ( 22,824 )
+Added: Other comprehensive loss, before tax ( 14,643 ) ( 44,239 )
+Added: Income tax benefit related to components of other comprehensive loss 37 115
+Added: Other comprehensive loss, after tax ( 14,606 ) ( 44,124 )
+Added: Comprehensive loss $ ( 5,320 ) $ ( 23,263 )
See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
2 unchanged sentences
(in thousands of U.S.
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
−Removed: 2020 2019 2020 2019
+Added: For the Three Months Ended March 31,
Preference shares - Series A, C and D
1 unchanged sentence
$ 394,310 $ 465,000
+Added: Repurchase of Preference Shares – Series A ( 64,041 ) —
+Added: Repurchase of Preference Shares – Series C
+Added: Repurchase of Preference Shares – Series D
Ending balance
2 unchanged sentences
Beginning balance
−Removed: 897 881 882 879
Exercise of options and issuance of common shares 22 8
Ending balance
−Removed: 898 881 898 881
Additional paid-in capital
2 unchanged sentences
Exercise of options and issuance of common shares
−Removed: ( 1 ) — ( 16 ) ( 2 )
Share-based compensation expense
−Removed: 429 131 2,013 1,722
+Added: Repurchase of Preference Shares 5,519 —
+Added: Cash settlement of restricted shares granted ( 65 ) —
Ending balance
765,587 751,862
−Removed: Accumulated other comprehensive income
+Added: Accumulated other comprehensive income (loss)
Beginning balance
23,857 17,836
−Removed: Change in net unrealized gains (losses) on investment
−Removed: 11,754 ( 10,696 ) 6,942 78,344
+Added: Change in net unrealized losses on investment ( 24,752 ) ( 44,121 )
Foreign currency translation adjustment
−Removed: ( 6,998 ) 11,480 ( 10,821 ) 9,208
Ending balance
3 unchanged sentences
( 615,837 ) ( 695,794 )
−Removed: Net income (loss)
−Removed: 2,162 ( 58,327 ) 32,235 ( 110,376 )
+Added: Cash settlement of restricted shares granted ( 101 ) —
+Added: Net income 9,286 20,861
+Added: Gain on repurchase of preference shares 62,450 —
Ending balance
4 unchanged sentences
Shares repurchased
−Removed: — ( 5 ) ( 1 ) ( 18 )
Ending balance
( 33,893 ) ( 31,533 )
−Removed: Non-controlling interests in subsidiaries
−Removed: Beginning balance
−Removed: Disposal of subsidiaries
−Removed: — — — ( 719 )
−Removed: Foreign currency translation adjustment
−Removed: Ending balance
Total shareholders' equity
4 unchanged sentences
(in thousands of U.S.
−Removed: For the Nine Months Ended September 30, 2020 2019
+Added: For the Three Months Ended March 31, 2021 2020
Cash flows from operating activities
−Removed: Net income (loss) $ 32,235 $ ( 110,376 )
−Removed: net loss from discontinued operations — 22,048
−Removed: Adjustments to reconcile net income (loss) to net cash flows from operating activities:
+Added: Net income $ 9,286 $ 20,861
+Added: Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation, amortization and share-based compensation 5,003 1,761
+Added: Interest in income of equity method investments ( 2,947 ) —
Net realized gains on investment ( 8,101 ) ( 11,038 )
Total other-than-temporary impairment losses — 1,506
−Removed: Foreign exchange and other losses (gains) 634 ( 14,013 )
+Added: Foreign exchange and other gains ( 3,542 ) ( 8,197 )
Changes in assets – (increase) decrease:
9 unchanged sentences
Accrued expenses and other liabilities ( 21,886 ) ( 13,687 )
−Removed: Net cash used in continuing operations
−Removed: ( 447,664 ) ( 947,441 )
−Removed: Net cash used in discontinued operations
Net cash used in operating activities ( 102,818 ) ( 218,481 )
2 unchanged sentences
Purchases of other investments ( 8,083 ) ( 2,325 )
+Added: Purchases of equity method investments ( 281 ) —
Proceeds from sales of fixed maturities 153,816 224,471
1 unchanged sentence
Proceeds from sale and redemption of other investments 126 92
−Removed: Other, net ( 602 ) 3,253
−Removed: Net cash provided by investing activities for continuing operations
−Removed: 528,677 692,507
−Removed: Net cash used in investing activities for discontinued operations
+Added: Proceeds from sale and redemption of equity method investments 1,917 —
+Added: Distributions from equity securities 441 —
+Added: Others, net ( 6 ) ( 597 )
Net cash provided by investing activities 199,170 288,530
1 unchanged sentence
Repurchase of common shares ( 2,359 ) —
+Added: Repurchase of preference shares ( 97,393 ) —
+Added: Cash settlement of restricted shares granted ( 166 ) —
Net cash used in financing activities ( 99,918 ) —
Effect of exchange rate changes on foreign currency cash, restricted cash and equivalents ( 1,106 ) 635
−Removed: Net increase (decrease) in cash, restricted cash and cash equivalents 82,617 ( 264,176 )
+Added: Net (decrease) increase in cash, restricted cash and cash equivalents ( 4,672 ) 70,684
Cash, restricted cash and cash equivalents, beginning of period 135,826 107,278
4 unchanged sentences
Total cash, restricted cash and cash equivalents, end of period $ 131,154 $ 177,962
−Removed: Non-cash investing activities
−Removed: Investments transferred out related to Partial Termination Amendment and Commutation $ — $ 599,613
−Removed: Investments transferred out for transactions under remaining AmTrust Quota Share business — 812,068
−Removed: Investments transferred out related to discontinued operations — 68,262
See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
17 unchanged sentences
Actual results could differ from those estimates.
−Removed: These unaudited Condensed Consolidated Financial Statements, including these notes, should be read in conjunction with the Company's audited Consolidated Financial Statements, and related notes thereto, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019.
+Added: These unaudited Condensed Consolidated Financial Statements, including these notes, should be read in conjunction with the Company's audited Consolidated Financial Statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.
Certain prior year comparatives have been reclassified to conform to the current year presentation.
−Removed: The effect of these reclassifications had no impact on previously reported shareholders' equity or net loss.
−Removed: Strategic Review
−Removed: Since 2018, the Company has engaged in a series of strategic measures that have dramatically reduced the regulatory capital required to operate our business, materially strengthened our solvency ratios, re-domiciled Maiden Reinsurance Ltd.
−Removed: ("Maiden Reinsurance") to Vermont in the U.S.
+Added: The effect of these reclassifications had no impact on previously reported shareholders' equity or net income.
+Added: As a result of a series of strategic actions the Company has taken in recent years as discussed below, we create shareholder value by actively managing and allocating our assets and capital, including through ownership and management of businesses and assets mostly in the insurance and related financial services industries where we can leverage our deep knowledge of those markets.
+Added: We also provide a full range of legacy services to small insurance companies, particularly those in run-off or with blocks of reserves that are no longer core, working with clients to develop and implement finality solutions including acquiring entire companies.
+Added: We expect our legacy solutions business to contribute to our active asset and capital management strategies.
+Added: Short-term income protection business is written on a primary basis by our wholly owned subsidiaries Maiden Life Försäkrings AB ("Maiden LF") and Maiden General Försäkrings AB ("Maiden GF") in the Scandinavian and Northern European markets.
+Added: Insurance support services are provided to Maiden LF and Maiden GF by our UK services company, Maiden Global Holdings Ltd.
+Added: (“Maiden Global”) which is also a licensed intermediary in the United Kingdom.
+Added: Maiden Global had previously operated internationally by providing branded auto and credit life insurance products through insurer partners, particularly those in the European Union ("EU") and other global markets.
+Added: These products also produced reinsurance programs which were underwritten by our wholly owned subsidiary Maiden Reinsurance Ltd.
+Added: (“Maiden Reinsurance”).
+Added: The Company is not actively underwriting reinsurance business but has some historic reinsurance programs underwritten by Maiden Reinsurance which are in run-off.
+Added: The Company continues to run-off the liabilities associated with AmTrust Financial Services, Inc.
+Added: ("AmTrust") reinsurance agreements which were terminated in 2019 as discussed in "Note 10 - Related Party Transactions" .
+Added: We have a retroactive reinsurance agreement and a commutation agreement that further reduces our exposure to and limits the potential volatility related to these AmTrust liabilities , which are discussed in " Note 8 - Reinsurance ".
+Added: Since 2018, the Company has engaged in a series of strategic measures that have dramatically reduced the regulatory capital required to operate our business, materially strengthened our solvency ratios, re-domiciled Maiden Reinsurance from Bermuda to Vermont in the U.S.
and ceased active reinsurance underwriting.
−Removed: During that time, we significantly increased our estimate of ultimate losses and loss reserves while purchasing reinsurance protection against further loss reserve volatility and as a result, have improved the ultimate economic value of the Company.
−Removed: We believe these measures have given the Company the ability to more flexibly allocate capital to those activities most likely to produce the greatest returns for shareholders.
−Removed: The measures we ultimately have taken were initiated in early 2018, when our Board of Directors initiated a review of strategic alternatives ("Strategic Review") to evaluate ways to increase shareholder value after a period of continuing higher than targeted combined ratios and lower returns on equity than expected.
−Removed: As part of the Strategic Review, a series of transactions were entered into including:
−Removed: (1) completed the sale of Maiden Reinsurance North America, Inc.
−Removed: ("Maiden US") on December 27, 2018;
−Removed: (2) Maiden Reinsurance's shareholders, Maiden Holdings and Maiden Holdings North America, Ltd.
−Removed: ("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;
−Removed: (3) entered into a partial termination amendment ("Partial Termination Amendment") with AmTrust Financial Services, Inc.
−Removed: ("AmTrust") effective January 1, 2019 which amended the quota share reinsurance agreement (“AmTrust Quota Share”) between Maiden Reinsurance and AmTrust’s wholly owned subsidiary AmTrust International Insurance, Ltd.
−Removed: (“AII”) (as more fully described in "Note 10 - Related Party Transactions" );
−Removed: (4) entered into amendments which terminated the AmTrust Quota Share and the European hospital liability Quota Share Reinsurance Contract (“European Hospital Liability Quota Share”) with AmTrust’s wholly owned subsidiaries AmTrust Europe Limited ("AEL") and AmTrust International Underwriters DAC ("AIU DAC") effective January 1, 2019 (these transactions are broadly referred to herein as the "Final AmTrust QS Terminations");
−Removed: (5) entered into the Loss Portfolio Transfer and Adverse Development Cover Agreement ("LPT/ADC Agreement") with Enstar Group Limited ("Enstar") pursuant to the revised Master Transaction Agreement entered into on March 1, 2019;
−Removed: and (6) entered into a Commutation and Release Agreement with AmTrust to commute certain workers' compensation business with AII as of January 1, 2019.
+Added: These transactions can be found in Part II of our Annual Report on Form 10-K for the year ended December 31, 2020 that was filed with the SEC on March 15, 2021 and are more fully described (as applicable) in "Note 8 - Reinsurance" and "Note 10 - Related Party Transactions" in these financial statements.
Please see the Company's audited Consolidated Financial Statements, and related notes thereto, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 for further details on the above transactions.
−Removed: Discontinued Operations
−Removed: The Company made the strategic decision to divest its U.S.
−Removed: treaty reinsurance operations through the sale of Maiden US which was completed on December 27, 2018.
−Removed: Except as explicitly described as discontinued operations, and unless otherwise noted, all discussions and amounts presented herein relate to the Company's continuing operations except for net income (loss).
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 U.S., 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, from Bermuda to the State of Vermont in the U.S., having determined that re-domesticating Maiden Reinsurance to Vermont enables us to better align our capital and resources with our liabilities, which originate mostly in the United States, resulting in a more efficient structure.
Maiden Reinsurance is now subject to the statutes and regulations of Vermont in the ordinary course of business.
−Removed: We have determined that re-domesticating Maiden Reinsurance to Vermont enables us to better align our capital and resources with our liabilities, which originate mostly in the United States, resulting in a more efficient structure.
−Removed: 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.
+Added: The re-domestication, in combination with other strategic measures described above that were completed in 2019, will continue to strengthen the Company’s capital position and solvency ratios.
+Added: While the Vermont Department of Financial Regulation ("Vermont DFR") is now 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 Holdings North America, Ltd.
+Added: ("Maiden NA").
+Added: Maiden NA now owns 100 % of Maiden Reinsurance in the aggregate.
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Basis of Presentation (continued)
−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 in the aggregate.
−Removed: As a result of the strategic decision to divest all of the Company's U.S.
−Removed: treaty reinsurance operations noted above, the Company revised the composition of its reportable segments.
−Removed: As described in more detail under “ Note 3.
−Removed: Segment Information ”, the reportable segments include:
−Removed: (i) Diversified Reinsurance which consists of a portfolio of property and casualty reinsurance business focusing on regional and specialty property and casualty insurance companies located primarily in Europe;
−Removed: and (ii) AmTrust Reinsurance which includes all business ceded to Maiden Reinsurance from subsidiaries of AmTrust.
−Removed: In addition to these reportable segments, the results of operations of the former National General Holdings Corporation Quota Share ("NGHC Quota Share") segment, which was commuted in November 2019, was previously included in the "Other" category.
COVID-19 Pandemic
2 unchanged sentences
Our results of operations, financial condition, and liquidity and capital resources may have been adversely impacted by the COVID-19 pandemic, and the future impact of the pandemic on our financial condition or results of operations is difficult to predict.
−Removed: As described herein, the Company is not currently engaged in active reinsurance underwriting and is running off the remaining unearned exposures it has reinsured.
−Removed: Maiden Global Holdings, Ltd.’s business development teams partner with automobile manufacturers, dealer associations and local primary insurers to design and implement point of sale insurance programs which generate revenue for the auto manufacturer and insurance premiums for the primary insurer ("IIS unit").
+Added: As described herein, the Company is not presently engaged in active reinsurance underwriting and is running off the remaining unearned exposures it has reinsured.
+Added: Maiden Global’s business development teams partner with automobile manufacturers, dealer associations and local primary insurers to design and implement point of sale insurance programs which generate revenue for the auto manufacturer and insurance premiums for the primary insurer ("IIS unit").
The Company's IIS unit does write limited primary insurance coverages that could be exposed to COVID-19 claims.
4 unchanged sentences
In addition, the Company may experience continued volatility in its results of operations which could negatively impact its financial condition and create a reduction in the amount of available distribution or dividend capacity from its regulated reinsurance subsidiaries, which would also reduce liquidity.
−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)
Significant Accounting Policies
1 unchanged sentence
Recently Adopted Accounting Standards Updates
−Removed: Changes to the Disclosure Requirements for Fair Value Measurement
−Removed: In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-13 ("ASU 2018-13") for changes to the disclosure framework related to Topic 820 which amends the disclosure requirements for fair value measurement.
−Removed: The following disclosure requirements were removed from Topic 820:
−Removed: (i) amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) policy for timing of transfers between levels, and (iii) valuation processes for Level 3 fair value measurements.
−Removed: The amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date.
−Removed: The following disclosure requirements were added to Topic 820:
−Removed: (i) changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period;
−Removed: and (ii) range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements.
−Removed: For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements.
−Removed: The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.
−Removed: The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption.
−Removed: All other amendments should be applied retrospectively to all periods presented upon their effective date.
−Removed: Early adoption is permitted upon issuance of ASU 2018-13.
−Removed: An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU 2018-13 and delay adoption of the additional disclosures until their effective date.
−Removed: These amendments only impact disclosures made in " Note 5.
−Removed: Fair Value Measurements " therefore, the adoption of this standard on January 1, 2020 did not impact the Company’s consolidated balance sheets, results of operations or cash flows.
+Added: No new accounting standards have been recently adopted for the three months ended March 31, 2021.
Recently Issued Accounting Standards Not Yet Adopted
Accounting for Measurement of Credit Losses on Financial Instruments
−Removed: In June 2016, the FASB issued ASU 2016-13 "Financial Instruments:
+Added: In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13 "Financial Instruments:
Credit Losses (Topic 326)" replacing the "incurred loss" impairment methodology with an approach based on "expected losses" to estimate credit losses on certain types of financial instruments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.
7 unchanged sentences
It also clarifies FASB’s intent to include all reinsurance recoverables within the scope of Topic 944 to be within the scope of Subtopic 326-20 , regardless of the measurement basis of those recoverables.
−Removed: The Company's reinsurance balances receivable and reinsurance recoverable on unpaid losses are its most significant financial assets within the scope of ASU 2016-13.
+Added: The Company's reinsurance recoverable on unpaid losses is currently the most significant financial asset within the scope of ASU 2016-13.
The guidance is effective for public business entities, excluding entities eligible to be smaller reporting companies ("SRCs") as defined by the SEC, for annual periods beginning after December 15, 2019, and interim periods therein.
The guidance is effective for all other entities, including public entities eligible to be SRCs, for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.
−Removed: As of December 31, 2019, the Company qualified for SRC status, as determined on the last business day of its most recent second quarter, and is thus eligible to follow the reporting deadlines and effective dates applicable to SRCs.
+Added: As of March 31, 2021, the Company qualified for SRC status, as determined on the last business day of its most recent second quarter, and is thus eligible to follow the reporting deadlines and effective dates applicable to SRCs.
Therefore Topic 326 will not be effective until the 2023 fiscal year.
8 unchanged sentences
Our Diversified Reinsurance segment consists of a portfolio of predominantly property and casualty reinsurance business focusing on regional and specialty property and casualty insurance companies located primarily in Europe.
−Removed: Our AmTrust Reinsurance segment includes all business ceded to Maiden Reinsurance by AmTrust, primarily the AmTrust Quota Share and the European Hospital Liability Quota Share, which are in run-off effective January 1, 2019.
−Removed: In addition to our reportable segments, the results of operations of the former NGHC Quota Share segment which was commuted in November 2019 and the remnants of our retroceded U.S.
−Removed: treaty business have been included in the "Other" category.
+Added: Our AmTrust Reinsurance segment includes all business ceded to Maiden Reinsurance by AmTrust, primarily the quota share reinsurance agreement (“AmTrust Quota Share”) between Maiden Reinsurance and AmTrust’s wholly owned subsidiary, AmTrust International Insurance, Ltd.
+Added: (“AII”) and the European hospital liability quota share reinsurance contract ("European Hospital Liability Quota Share") with AmTrust’s wholly owned subsidiaries AmTrust Europe Limited ("AEL") and AmTrust International Underwriters DAC ("AIU DAC"), which are both in run-off effective January 1, 2019.
Please refer to "Note 10.
−Removed: Related Party Transactions" for additional information.
+Added: Related Party Transactions" for additional information regarding the AmTrust Reinsurance segment.
The Company evaluates segment performance based on segment profit separately from the results of our investment portfolio.
3 unchanged sentences
All remaining assets are allocated to Corporate.
−Removed: As discussed in "Note 1.
−Removed: Basis of Presentation" and "Note 10.
−Removed: Related Party Transactions", the Partial Termination Amendment and the termination of the remaining business with AmTrust effective January 1, 2019 resulted in a significant reduction in gross premiums written.
−Removed: This was due to the return of unearned premium on certain lines covered by the Partial Termination Amendment, with no new business written since 2018 as a result of the termination of the AmTrust Quota Share and the European Hospital Liability Quota Share.
−Removed: 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 September 30, 2020 Diversified Reinsurance AmTrust Reinsurance Total
+Added: The following tables summarize the underwriting results of our reportable segments and the reconciliation of our reportable segments' underwriting results to consolidated net income from operations:
+Added: For the Three Months Ended March 31, 2021 Diversified Reinsurance AmTrust Reinsurance Total
Gross premiums written
12 unchanged sentences
Underwriting (loss) income $ ( 235 ) $ 1,790 1,555
−Removed: $ ( 1,062 ) $ 4,464 3,402
−Removed: Reconciliation to net income from continuing operations
+Added: Reconciliation to net income
Net investment income and realized gains on investment 17,942
−Removed: Total other-than-temporary impairment losses
Interest and amortization expenses
−Removed: Foreign exchange and other losses, net
+Added: Foreign exchange and other gains, net 3,542
Other general and administrative expenses
Income tax expense ( 49 )
−Removed: Net income from continuing operations $ 2,162
+Added: Interest in income of equity method investments 2,947
+Added: Net income $ 9,286
Net loss and LAE ratio (1)
13 unchanged sentences
Segment Information (continued)
−Removed: For the Three Months Ended September 30, 2019 Diversified Reinsurance AmTrust Reinsurance Other Total
+Added: For the Three Months Ended March 31, 2020 Diversified Reinsurance AmTrust Reinsurance Total
Gross premiums written
13 unchanged sentences
$ ( 694 ) $ ( 2,999 ) ( 3,693 )
−Removed: Reconciliation to net loss from continuing operations
−Removed: Net investment income and realized gains on investment 25,923
−Removed: Total other-than-temporary impairment losses
−Removed: Interest and amortization expenses
−Removed: Foreign exchange and other gains
−Removed: Other general and administrative expenses
−Removed: Income tax expense ( 87 )
−Removed: Net loss from continuing operations
−Removed: Net loss and LAE ratio (1)
−Removed: 65.6 % 170.6 % 147.6 %
−Removed: Commission and other acquisition expense ratio (2)
−Removed: 33.3 % 34.6 % 34.3 %
−Removed: General and administrative expense ratio (3)
−Removed: 8.8 % 0.3 % 9.3 %
−Removed: Expense ratio (4)
−Removed: 42.1 % 34.9 % 43.6 %
−Removed: Combined ratio (5)
−Removed: 107.7 % 205.5 % 191.2 %
−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: Segment Information (continued)
−Removed: For the Nine Months Ended September 30, 2020 Diversified Reinsurance AmTrust Reinsurance Total
−Removed: Gross premiums written
−Removed: $ 30,573 $ ( 10,340 ) $ 20,233
−Removed: Net premiums written
−Removed: $ 27,591 $ ( 10,098 ) $ 17,493
−Removed: Net premiums earned
−Removed: $ 35,381 $ 41,447 $ 76,828
−Removed: Other insurance revenue
−Removed: Net loss and LAE
−Removed: ( 19,703 ) ( 21,456 ) ( 41,159 )
−Removed: Commission and other acquisition expenses
−Removed: ( 13,557 ) ( 16,221 ) ( 29,778 )
−Removed: General and administrative expenses
−Removed: ( 5,177 ) ( 1,941 ) ( 7,118 )
−Removed: Underwriting (loss) income $ ( 2,137 ) $ 1,829 ( 308 )
−Removed: Reconciliation to net income from continuing operations
+Added: Reconciliation to net income
Net investment income and realized gains on investment 29,002
1 unchanged sentence
Interest and amortization expenses
−Removed: Foreign exchange and other losses ( 634 )
+Added: Foreign exchange and other gains, net 8,197
Other general and administrative expenses
Income tax expense ( 15 )
−Removed: Net income from continuing operations
−Removed: Net loss and LAE ratio (1)
−Removed: 54.3 % 51.8 % 52.9 %
−Removed: Commission and other acquisition expense ratio (2)
−Removed: 37.3 % 39.1 % 38.3 %
−Removed: General and administrative expense ratio (3)
−Removed: 14.3 % 4.7 % 33.4 %
−Removed: Expense ratio (4)
−Removed: 51.6 % 43.8 % 71.7 %
−Removed: Combined ratio (5)
−Removed: 105.9 % 95.6 % 124.6 %
−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: Segment Information (continued)
−Removed: For the Nine Months Ended September 30, 2019 Diversified Reinsurance AmTrust Reinsurance Other Total
−Removed: Gross premiums written
−Removed: $ 41,021 $ ( 564,199 ) $ — $ ( 523,178 )
−Removed: Net premiums written
−Removed: $ 38,204 $ ( 564,199 ) $ — $ ( 525,995 )
−Removed: Net premiums earned
−Removed: $ 68,256 $ 343,730 $ — $ 411,986
−Removed: Other insurance revenue
−Removed: 2,120 — — 2,120
−Removed: Net loss and LAE
−Removed: ( 40,695 ) ( 374,103 ) ( 312 ) ( 415,110 )
−Removed: Commission and other acquisition expenses
−Removed: ( 24,413 ) ( 127,623 ) — ( 152,036 )
−Removed: General and administrative expenses
−Removed: ( 6,972 ) ( 2,063 ) — ( 9,035 )
−Removed: Underwriting loss
−Removed: $ ( 1,704 ) $ ( 160,059 ) $ ( 312 ) ( 162,075 )
−Removed: Reconciliation to net loss from continuing operations
−Removed: Net investment income and realized gains on investment 102,052
−Removed: Total other-than-temporary impairment losses
−Removed: Interest and amortization expenses
−Removed: Foreign exchange and other gains
−Removed: Other general and administrative expenses
−Removed: Income tax benefit
−Removed: Net loss from continuing operations
+Added: Net income $ 20,861
Net loss and LAE ratio (1)
13 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 September 30, 2020 and December 31, 2019:
−Removed: September 30, 2020 Diversified Reinsurance AmTrust Reinsurance Total
+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 March 31, 2021 and December 31, 2020:
+Added: March 31, 2021 Diversified Reinsurance AmTrust Reinsurance Total
Total assets - reportable segments
12 unchanged sentences
Segment Information (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 nine months ended September 30, 2020 and 2019:
−Removed: For the Three Months Ended September 30, 2020 2019
−Removed: Net premiums written
−Removed: Diversified Reinsurance
−Removed: International
−Removed: $ 8,757 $ 14,563
−Removed: ( 91 ) ( 24 )
−Removed: Total Diversified Reinsurance
−Removed: AmTrust Reinsurance
−Removed: Small Commercial Business
−Removed: ( 2,123 ) 8,050
−Removed: Specialty Program
−Removed: ( 209 ) 4,139
−Removed: Specialty Risk and Extended Warranty
−Removed: ( 3,303 ) 9,216
−Removed: Total AmTrust Reinsurance
−Removed: ( 5,635 ) 21,405
−Removed: Total Net Premiums Written
−Removed: $ 3,031 $ 35,944
−Removed: For the Nine Months Ended September 30, 2020 2019
+Added: The following table sets forth financial information relating to net premiums written by major line of business and reportable segment for the three months ended March 31, 2021 and 2020:
+Added: For the Three Months Ended March 31, 2021 2020
Net premiums written
+Added: Total % of Total Total % of Total
Diversified Reinsurance
15 unchanged sentences
$ ( 2,696 ) 100.0 % $ 10,372 100.0 %
−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 nine months ended September 30, 2020 and 2019:
−Removed: For the Three Months Ended September 30, 2020 2019
+Added: The following table sets forth financial information relating to net premiums earned by major line of business and reportable segment for the three months ended March 31, 2021 and 2020:
+Added: For the Three Months Ended March 31, 2021 2020
Net premiums earned
21 unchanged sentences
dollars, except share and per share data)
−Removed: Segment Information (continued)
−Removed: For the Nine Months Ended September 30, 2020 2019
−Removed: Net premiums earned
−Removed: Total % of Total Total % of Total
−Removed: Diversified Reinsurance
−Removed: International
−Removed: $ 35,417 46.1 % $ 68,298 16.6 %
−Removed: ( 36 ) — % ( 42 ) — %
−Removed: Total Diversified Reinsurance
−Removed: 35,381 46.1 % 68,256 16.6 %
−Removed: AmTrust Reinsurance
−Removed: Small Commercial Business
−Removed: ( 8,094 ) ( 10.6 ) % 81,424 19.8 %
−Removed: Specialty Program
−Removed: 311 0.4 % 128,751 31.2 %
−Removed: Specialty Risk and Extended Warranty
−Removed: 49,230 64.1 % 133,555 32.4 %
−Removed: Total AmTrust Reinsurance
−Removed: 41,447 53.9 % 343,730 83.4 %
−Removed: Total Net Premiums Earned
−Removed: $ 76,828 100.0 % $ 411,986 100.0 %
+Added: The Company holds:
+Added: (i) AFS portfolios of fixed maturity and equity securities, carried at fair value;
+Added: (ii) other investments, of which certain investments are carried at fair value and investments in direct lending entities are carried at cost less impairment;
+Added: (iii) equity method investments;
+Added: and (iv) funds held - directly managed.
a) Fixed Maturities
−Removed: 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:
−Removed: September 30, 2020 Original or amortized cost Gross unrealized gains Gross unrealized losses Fair value
+Added: The amortized cost, gross unrealized gains and losses, and fair value of fixed maturities at March 31, 2021 and December 31, 2020 are as follows:
+Added: March 31, 2021 Original or amortized cost Gross unrealized gains Gross unrealized losses Fair value
treasury bonds
2 unchanged sentences
184,531 6,514 ( 122 ) 190,923
−Removed: government and supranational bonds
−Removed: 8,649 605 ( 32 ) 9,222
+Added: government bonds 7,256 605 ( 16 ) 7,845
Asset-backed securities
9 unchanged sentences
272,124 9,439 ( 126 ) 281,437
−Removed: government and supranational bonds
−Removed: 11,796 294 ( 91 ) 11,999
+Added: government bonds 8,641 1,067 — 9,708
Asset-backed securities
2 unchanged sentences
604,463 40,904 ( 3,035 ) 642,332
−Removed: Municipal bonds
−Removed: 4,091 55 — 4,146
Total fixed maturity investments
$ 1,163,923 $ 53,055 $ ( 3,567 ) $ 1,213,411
−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: Investments (continued)
−Removed: The contractual maturities of our fixed maturities are shown in the table below.
+Added: The contractual maturities of our fixed maturities are shown below.
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: September 30, 2020 Amortized cost Fair value
+Added: March 31, 2021 Amortized cost Fair value
Due in one year or less
4 unchanged sentences
74,162 76,880
+Added: Due after ten years
589,673 607,688
7 unchanged sentences
Less than 12 Months 12 Months or More Total
−Removed: September 30, 2020 Fair
+Added: March 31, 2021 Fair
value Unrealized
1 unchanged sentence
value Unrealized
−Removed: agency bonds – mortgage-backed
+Added: treasury bonds
$ 19,495 $ ( 4 ) $ — $ — $ 19,495 $ ( 4 )
−Removed: government and supranational bonds
+Added: agency bonds – mortgage-backed
9,032 ( 122 ) — — 9,032 ( 122 )
+Added: government bonds 1,349 ( 16 ) — — 1,349 ( 16 )
Asset-backed securities 331 ( 1 ) 12,231 ( 119 ) 12,562 ( 120 )
3 unchanged sentences
$ 95,506 $ ( 1,688 ) $ 83,956 $ ( 4,689 ) $ 179,462 $ ( 6,377 )
−Removed: 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 .
+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: Investments (continued)
+Added: At March 31, 2021, there were 55 securities in an unrealized loss position with a fair value of $ 179,462 and unrealized losses of $ 6,377 .
Of these securities, there were 25 securities that have been in an unrealized loss position for twelve months or greater with a fair value of $ 83,956 and unrealized losses of $ 4,689 .
6 unchanged sentences
$ 19,360 $ ( 85 ) $ 5,646 $ ( 41 ) $ 25,006 $ ( 126 )
−Removed: government and supranational bonds
−Removed: 1,824 ( 22 ) 701 ( 69 ) 2,525 ( 91 )
Asset-backed securities 13,371 ( 217 ) 31,052 ( 189 ) 44,423 ( 406 )
7 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 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.
+Added: At March 31, 2021, 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: 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: Investments (continued)
−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.
+Added: Based on the Company's analysis, our fixed maturity portfolio is of high credit quality and we believe the amortized cost basis of the securities will ultimately be recovered.
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 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.
−Removed: For the three and nine months ended September 30, 2019, the Company recognized $ 165 in OTTI charges in earnings on one fixed maturity security.
−Removed: The following tables summarize the credit ratings of our fixed maturities as at September 30, 2020 and December 31, 2019:
−Removed: September 30, 2020 Amortized cost Fair value % of Total
+Added: For the three months ended March 31, 2020, the Company recognized $ 1,506 in OTTI charges in earnings on two fixed maturity securities.
+Added: There was no impairment recognized for the three months ended March 31, 2021.
+Added: The following tables summarize the credit ratings of our fixed maturities as at March 31, 2021 and December 31, 2020:
+Added: March 31, 2021 Amortized cost Fair value % of Total
treasury bonds
22 unchanged sentences
(1) Ratings above are based on Standard & Poor’s ("S&P"), or equivalent, ratings .
−Removed: b) Other Investments
−Removed: The table below shows the fair value of the Company's other investments as at September 30, 2020 and December 31, 2019:
−Removed: September 30, 2020 December 31, 2019
−Removed: Fair value % of Total
−Removed: fair value Fair value % of Total
−Removed: Hedge fund investments $ 25,376 60.4 % $ — — %
+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: Investments (continued)
+Added: b) Other Investments and Equity Method Investments
+Added: Other investments
+Added: The table shows the composition of the Company's other investments as at March 31, 2021 and December 31, 2020:
+Added: March 31, 2021 December 31, 2020
+Added: Carrying value % of Total Carrying value % of Total
+Added: Private equity investments $ 27,544 37.1 % $ 23,294 34.8 %
+Added: Private credit lending investments 5,109 6.9 % 1,301 1.9 %
Investment in limited partnerships
3,231 4.4 % 3,044 4.5 %
−Removed: 2,800 6.6 % 1,800 36.9 %
+Added: Other investments 1,800 2.4 % 2,800 4.2 %
+Added: Total other investments at fair value 37,684 50.8 % 30,439 45.4 %
+Added: Investments in direct lending entities (at cost) 36,533 49.2 % 36,571 54.6 %
Total other investments $ 74,217 100.0 % $ 67,010 100.0 %
−Removed: 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 ).
−Removed: These investments are carried at cost less impairment, if any, with any indication of impairment recognized in income when determined.
−Removed: Because these investments are carried at cost, they are not included in the table above.
−Removed: 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 September 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 $ 23,127 at September 30, 2020 (December 31, 2019 - $ 767 ).
+Added: The Company's investments in direct lending entities of $ 36,533 at March 31, 2021 (December 31, 2020 - $ 36,571 ) are carried at cost less impairment, if any, with any indication of impairment recognized in income when determined.
+Added: Please see "Note 5(d) - Fair Value Measurements" for additional information regarding this investment.
+Added: Certain of the Company's other investments are subject to restrictions on redemptions and sales that are determined by the governing documents, which limits our ability to liquidate those investments.
+Added: These restrictions may include lock-ups, redemption gates, restricted share classes, restrictions on the frequency of redemption and notice periods.
+Added: A gate is the ability to deny or delay a redemption request.
+Added: Certain other investments may not have any restrictions governing their sale, but there is no active market and no guarantee that we will be able to execute a sale in a timely manner.
+Added: In addition, even if certain other investments are not eligible for redemption or sales are restricted, the Company may still receive income distributions from those other investments.
+Added: The Company's remaining unfunded commitments on other investments as at March 31, 2021 and December 31, 2020 were:
+Added: March 31, 2021 December 31, 2020
+Added: Fair Value % of Total Fair Value % of Total
+Added: Private equity investments $ 10,076 16.8 % $ 9,580 15.2 %
+Added: Private credit lending investments 29,863 49.7 % 33,584 53.0 %
+Added: Investments in direct lending entities 19,823 33.0 % 19,823 31.3 %
+Added: Investment in limited partnerships 342 0.5 % 326 0.5 %
+Added: Total unfunded commitments on other investments $ 60,104 100.0 % $ 63,313 100.0 %
+Added: Equity Method Investments
+Added: Certain of the Company's investments include an interest in variable interest entities which are not consolidated limited partnerships, as it has been determined that the Company is not the primary beneficiary.
+Added: However, there is deemed to be limited influence over the operating and financial policies of the investee and accordingly these investments are reported under the equity method of accounting.
+Added: In applying the equity method of accounting, the investments are initially recorded at cost and are subsequently adjusted based on the Company’s proportionate share of the investee's net income or loss.
+Added: The maximum exposure to loss on these interests is limited to the amount of commitment made by the Company.
+Added: The equity method investments include hedge funds and investments in limited partnerships such as direct lending funds, private equity funds and real estate funds.
+Added: The table below shows the carrying value of the Company's equity method investments as at March 31, 2021 and December 31, 2020:
+Added: March 31, 2021 December 31, 2020
+Added: Carrying Value % of Total Carrying Value % of Total
+Added: Hedge fund investments $ 31,125 77.5 % $ 29,435 73.8 %
+Added: Investment in limited partnerships 9,058 22.5 % 10,451 26.2 %
+Added: Total equity method investments $ 40,183 100.0 % $ 39,886 100.0 %
MAIDEN HOLDINGS, LTD.
4 unchanged sentences
c) Net Investment Income
−Removed: Net investment income was derived from the following sources:
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
−Removed: 2020 2019 2020 2019
+Added: Net investment income was derived from the following sources for the three months ended March 31, 2021 and 2020:
+Added: For the Three Months Ended March 31,
Fixed maturities
$ 6,691 $ 12,651
−Removed: Funds withheld interest
−Removed: 3,981 5,267 11,843 14,973
−Removed: Loan to related party
−Removed: 886 1,777 3,111 5,441
−Removed: Cash and cash equivalents and other
−Removed: 548 599 1,203 2,190
−Removed: 13,062 27,441 46,090 92,144
−Removed: Interest paid on LPT/ADC and Commutation (1)
+Added: Income on funds withheld 2,505 3,853
+Added: Interest income from loan to related party 860 1,365
+Added: Cash and cash equivalents and other investments 129 496
10,185 18,365
3 unchanged sentences
$ 9,841 $ 17,964
−Removed: (1) Interest expense paid on LPT/ADC Agreement and Commutation Payment includes:
−Removed: 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;
−Removed: 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.
−Removed: 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 .
d) Realized Gains (Losses) on Investment
1 unchanged sentence
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 September 30, 2020 Gross gains Gross losses Net
+Added: For the Three Months Ended March 31, 2021 Gross gains Gross losses Net
Fixed maturities
$ 3,043 $ ( 149 ) $ 2,894
+Added: Equity securities 4,957 — 4,957
Other investments 275 ( 25 ) 250
−Removed: 715 ( 530 ) 185
Net realized gains (losses) on investment
$ 8,275 $ ( 174 ) $ 8,101
−Removed: For the Three Months Ended September 30, 2019 Gross gains Gross losses Net
+Added: For the Three Months Ended March 31, 2020 Gross gains Gross losses Net
Fixed maturities
3 unchanged sentences
$ 11,039 $ ( 1 ) $ 11,038
−Removed: For the Nine Months Ended September 30, 2020 Gross gains Gross losses Net
−Removed: AFS fixed maturities
−Removed: $ 23,939 $ ( 1 ) $ 23,938
−Removed: Other investments
−Removed: 822 ( 714 ) 108
−Removed: Net realized gains (losses) on investment
+Added: Realized gains and losses from equity securities detailed in the table above include both sales of securities and unrealized gains and losses from fair value changes.
+Added: The portion of unrealized gains recognized within net income for investments still held at the end of March 31, 2021 and 2020, respectively, were as follows:
+Added: For the Three Months Ended March 31, 2021 2020
+Added: Net gains recognized for equity securities during the period $ 4,957 $ —
+Added: Net gains recognized for equity securities divested during the period ( 441 ) —
+Added: Unrealized gains recognized for equity securities still held at reporting date $ 4,516 $ —
+Added: Proceeds from sales of fixed maturities were $ 153,816 for the three months ended March 31, 2021 (2020 - $ 224,471 ).
+Added: Net unrealized gains on investments was as follows at March 31, 2021 and December 31, 2020, respectively:
+Added: March 31, 2021 December 31, 2020
+Added: Fixed maturities
$ 25,711 $ 49,488
−Removed: For the Nine Months Ended September 30, 2019 Gross gains Gross losses Net
−Removed: AFS fixed maturities
+Added: Equity method investments ( 1,012 ) —
+Added: Total net unrealized gains 24,699 49,488
+Added: Deferred income tax
( 94 ) ( 131 )
−Removed: Other investments
+Added: Net unrealized gains, net of deferred income tax
$ 24,605 $ 49,357
−Removed: Net realized gains (losses) on investment
+Added: Change, net of deferred income tax
$ ( 24,752 ) $ 27,361
−Removed: 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: Net unrealized gains on investments were as follows at September 30, 2020 and December 31, 2019, respectively:
−Removed: September 30, 2020 December 31, 2019
−Removed: Fixed maturities
−Removed: $ 29,052 $ 22,092
−Removed: Deferred income tax
−Removed: ( 114 ) ( 96 )
−Removed: Net unrealized gains, net of deferred income tax
−Removed: $ 28,938 $ 21,996
−Removed: Change, net of deferred income tax
−Removed: $ 6,942 $ 81,758
e) Restricted Cash and Cash Equivalents and Investments
1 unchanged sentence
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 September 30, 2020 and December 31, 2019:
−Removed: September 30, 2020 December 31, 2019
+Added: The fair values of these restricted assets were as follows at March 31, 2021 and December 31, 2020:
+Added: March 31, 2021 December 31, 2020
Restricted cash – third party agreements $ 20,476 $ 20,547
9 unchanged sentences
766,412 954,988
+Added: Restricted investments – liability for investments purchased for related party agreements 10,186 —
Total restricted investments
4 unchanged sentences
(a) Fair Values of Financial Instruments
−Removed: Fair Value Measurements — Accounting Standards Codification ("ASC") Topic 820, "Fair Value Measurements and Disclosures" ("ASC 820") defines fair value as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between open market participants at the measurement date.
+Added: Fair Value Measurements — Accounting Standards Codification Topic 820, "Fair Value Measurements and Disclosures" ("ASC 820") defines fair value as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between open market participants at the measurement date.
Additionally, ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.
−Removed: The hierarchy is broken down into three levels based on the reliability of inputs as follows:
+Added: The hierarchy is broken down into three levels based on the reliability of inputs:
• Level 1 — Valuations based on unadjusted quoted market prices for identical assets or liabilities that we have the ability to access.
3 unchanged sentences
• Level 2 — Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, or valuations based on models where the significant inputs are observable (e.g.
−Removed: interest rates, yield curves, prepayment speeds, default rates, loss severities, etc.) or can be corroborated by observable market data.
+Added: interest rates, yield curves, prepayment speeds, default rates, loss severity, etc.) or can be corroborated by observable market data.
Examples of assets and liabilities utilizing Level 2 inputs include:
5 unchanged sentences
• Level 3 — Valuations based on models where significant inputs are not observable.
−Removed: The unobservable inputs reflect our own assumptions about assumptions that market participants would use.
+Added: The unobservable inputs reflect our own assumptions about assumptions that market participants would use developed on the basis of the best information available in the particular circumstances.
Examples of assets and liabilities utilizing Level 3 inputs include:
2 unchanged sentences
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires significantly more judgment.
−Removed: Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized in Level 3.
−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: We use prices and inputs that are current at the measurement date.
+Added: Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized in the Level 3 hierarchy.
+Added: The Company uses prices and inputs that are current as at the measurement date.
In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments.
−Removed: This condition could cause an instrument to be reclassified between levels.
+Added: This condition could cause an instrument to be reclassified between hierarchy levels.
For investments that have quoted market prices in active markets, the Company uses the quoted market prices as fair value and includes these in the Level 1 hierarchy.
3 unchanged sentences
The Company will challenge any prices for its investments which are considered not to be representative of fair value.
+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 Measurements (continued)
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.
1 unchanged sentence
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.
−Removed: 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 September 30, 2020 and December 31, 2019.
+Added: ASC 825, "Disclosure About Fair Value of Financial Instruments" , requires all entities to disclose the fair value of their financial instruments for assets and liabilities recognized and not recognized in the balance sheet, for which it is practicable to estimate fair value.
+Added: The following describes the valuation techniques used by the Company to determine the fair value of financial instruments that are measured at fair value on a recurring basis held at March 31, 2021 and December 31, 2020.
government and U.S.
15 unchanged sentences
government and supranational bonds are included in the Level 2 fair value hierarchy.
−Removed: Asset-backed securities — These securities comprise CMBS and CLO originated by a variety of financial institutions that on acquisition are rated BBB-/Baa3 or higher.
+Added: Asset-backed securities — These securities comprise commercial mortgage-backed securities ("CMBS") and collateralized loan obligations ("CLO") originated by a variety of financial institutions that on acquisition are rated BBB-/Baa3 or higher.
These securities are priced by independent pricing services and brokers.
The pricing provider applies dealer quotes and other available trade information, prepayment speeds, yield curves and credit spreads to the valuation.
−Removed: As the significant inputs used to price the CMBS and CLO are observable market inputs, the fair value of the CMBS and CLO securities are included in the Level 2 fair value hierarchy.
+Added: As the significant inputs used to price the CMBS and CLO are observable market inputs, their fair values are included in the Level 2 fair value hierarchy.
Corporate and municipal bonds — Bonds issued by corporations, U.S.
1 unchanged sentence
These securities are generally priced by independent pricing services.
−Removed: The credit spreads are sourced from broker/dealers, trade prices and the new issue market.
+Added: The credit spreads are sourced from broker/dealers, trade prices and new issue market.
Where pricing is unavailable from pricing services, custodian pricing or non-binding quotes are obtained from broker-dealers to estimate fair values.
−Removed: 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, 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.
−Removed: 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.
−Removed: The fair value of these investments are measured using the NAV practical expedient and therefore have not been categorized within the fair value hierarchy.
−Removed: If there is a reporting lag between the current period end and reporting date of the latest available fund valuation, fair values are estimated by starting with the most recently available valuation and adjusting for return estimates as well as any subscriptions and distributions that took place during the current period.
−Removed: The investments made by SPVs focused on lending activities are carried at cost less impairment, if any, with any indication of impairment recognized in income when determined.
−Removed: As these investments are carried at cost, they are not included in the fair value hierarchy below.
−Removed: The fair value of the start-up insurance entities are determined using recent private market transactions and as such, the fair value of these investments are included in the Level 3 fair value hierarchy.
−Removed: Cash and cash equivalents (including restricted amounts), accrued investment income, reinsurance balances receivable, and certain other assets and liabilities — The carrying values reported in the Condensed Consolidated Balance Sheets for these financial instruments approximate their fair value due to their short term nature and are classified within the Level 2 fair value hierarchy.
−Removed: 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: As significant inputs used to price corporate and municipal bonds are observable market inputs, fair values are included in the Level 2 fair value hierarchy.
+Added: Equity securities - The fair value of equity securities is primarily priced by pricing services, reflecting the closing price quoted for the final trading day of the period.
+Added: The common stock is carried at fair value using observable market pricing data and is included in the Level 1 fair value hierarchy.
+Added: Any unrealized gains or losses on the investment is recorded in net income in the period in which they occur.
+Added: Other investments — Includes unquoted investments comprised of the following investments:
+Added: • Private equity investments:
+Added: These are privately held equity investments in common and preferred stock.
+Added: The fair values are estimated using quarterly financial statements and/or recent private market transactions and thus included under Level 3 of the fair value hierarchy due to unobservable market data used for valuation.
+Added: • Private credit lending investments:
+Added: These are privately held equity investments in common stock valued using the most recently available or quarterly NAV statements as provided by the external fund manager or third-party administrator and therefore measured using the NAV as a practical expedient.
+Added: • Investment in limited partnerships:
+Added: These investments are primarily comprised of investments in certain private equity funds.
+Added: The fair value is estimated based on the most recently available NAV as advised by the external fund manager or third-party administrator.
+Added: The fair values are therefore measured using the NAV as a practical expedient.
+Added: • Other investments:
+Added: These investments are comprised of investments in insurtech and other insurance focused companies.
+Added: The fair value of these start-up insurance entities are determined using recent private market transactions where applicable and included in the Level 3 fair value hierarchy due to unobservable market data used for valuation.
+Added: (b) Fair Value Hierarchy
+Added: The Company’s estimates of fair value for financial assets and financial liabilities are based on the framework established in ASC 820.
+Added: The framework is based on the inputs used in valuation and gives the highest priority to quoted prices in active markets and requires that observable inputs be used in the valuation methodology whenever available.
+Added: In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active trading markets and the lowest priority to unobservable inputs that reflect significant market assumptions.
MAIDEN HOLDINGS, LTD.
2 unchanged sentences
dollars, except share and per share data)
−Removed: Fair Value of Financial Instruments (continued)
−Removed: Senior notes — The carrying value for these financial instruments represents the principal value of the notes less any unamortized issuance costs.
−Removed: As these notes are presented at carrying value, they are not included in the fair value hierarchy below.
−Removed: (b) Fair Value Hierarchy
−Removed: The Company’s estimates of fair value for financial assets and financial liabilities are based on the framework established in ASC 820.
−Removed: The framework is based on the inputs used in valuation and gives the highest priority to quoted prices in active markets and requires that observable inputs be used in the valuations when available.
−Removed: The disclosure of fair value estimates in the ASC 820 hierarchy is based on whether the significant inputs into the valuation are observable.
−Removed: 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: 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:
−Removed: 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
+Added: Fair Value Measurements (continued)
+Added: At March 31, 2021 and December 31, 2020, the Company classified its financial instruments measured at fair value on a recurring basis in the following valuation hierarchy:
+Added: March 31, 2021 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
1 unchanged sentence
agency bonds – mortgage-backed — 190,923 — — 190,923
−Removed: government and supranational bonds — 9,222 — — 9,222
+Added: government bonds — 7,845 — — 7,845
Asset-backed securities — 178,286 — — 178,286
Corporate bonds — 521,355 — — 521,355
+Added: Equity investments 5,516 — — — 5,516
Other investments
7 unchanged sentences
agency bonds – mortgage-backed — 281,437 — — 281,437
−Removed: government and supranational bonds — 11,999 — — 11,999
+Added: government bonds — 9,708 — — 9,708
Asset-backed securities — 185,432 — — 185,432
Corporate bonds — 642,332 — — 642,332
−Removed: Municipal bonds — 4,146 — — 4,146
Other investments
5 unchanged sentences
however, management is ultimately responsible for all fair values presented in the Company’s financial statements.
−Removed: This includes responsibility for monitoring the fair value process, ensuring objective and reliable valuation practices and pricing of assets and liabilities and pricing sources.
−Removed: 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 99.5 % and 99.7 % of our fixed maturities at September 30, 2020 and December 31, 2019, respectively.
+Added: This includes responsibility for monitoring the fair value process, ensuring objective and reliable valuation practices, and pricing of assets and liabilities and use of pricing sources.
+Added: The Company analyzes and reviews the information and prices received from the Pricing Service to ensure that the prices provided represent a reasonable estimate of fair value.
+Added: The Pricing Service was utilized to estimate fair value measurements for 99.3 % and 99.1 % of our fixed maturities at March 31, 2021 and December 31, 2020, respectively.
The Pricing Service utilizes market quotations for fixed maturity securities that have quoted market prices in active markets.
−Removed: Because fixed maturities other than U.S.
+Added: Since fixed maturities other than U.S.
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.
+Added: At March 31, 2021 and December 31, 2020, approximately 0.7 % and 0.9 %, respectively, of the Level 2 fixed maturities are valued using the market approach.
+Added: At March 31, 2021, one security or $ 6,427 (2020 - two securities or $ 10,809 ) of fixed maturities classified as Level 2 were priced using a quotation from a broker and/or custodian as opposed to the Pricing Service due to lack of information available.
+Added: At March 31, 2021 and December 31, 2020, the Company has not adjusted any pricing provided to it based on the review performed by its investment managers.
+Added: During the three months ended March 31, 2021, the Company transferred its equity investment in an insurtech start-up company focused on technological advancement in the automobile insurance industry out of Level 3 within the fair value hierarchy and into Level 1 due to the recent completion of their initial public offering.
+Added: There were no transfers to or from Level 3 during the three months ended March 31, 2020.
MAIDEN HOLDINGS, LTD.
2 unchanged sentences
dollars, except share and per share data)
−Removed: Fair Value of Financial Instruments (continued)
−Removed: 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.
−Removed: 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.
−Removed: 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.
−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.
+Added: Fair Value Measurements (continued)
(c) Level 3 Financial Instruments
−Removed: 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.
−Removed: 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.
−Removed: (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 September 30, 2020 and December 31, 2019, respectively:
−Removed: September 30, 2020 December 31, 2019
+Added: At March 31, 2021, the Company holds Level 3 financial instruments of $ 29,344 (December 31, 2020 - $ 26,094 ) which includes privately held equity investments in common and preferred stock.
+Added: The fair value of these investments are estimated using quarterly unaudited financial statements or recent private market transactions, where applicable.
+Added: Due to significant unobservable inputs in these valuations, the Company classifies their fair values as Level 3 within the fair value hierarchy.
+Added: The following table provides a summary of quantitative information regarding the significant unobservable inputs used in determining the fair value of other investments measured at fair value on a recurring basis under the Level 3 classification at March 31, 2021:
+Added: Fair Value Valuation Technique Unobservable Inputs Range
+Added: Private equity investments $ 27,544 Quarterly financial statements Estimated maturity dates 1.0 years to 3.0 years
+Added: Other including start-ups 1,800 Recent market transactions Liquidity discount rates
+Added: Total Level 3 investments $ 29,344
+Added: The following table shows the reconciliation of the beginning and ending balances for other investments measured at fair value on a recurring basis using Level 3 inputs for the three months ended March 31, 2021 and 2020.
+Added: The Company includes any related interest and dividend income in net investment income thus are excluded from the reconciliation in the table below:
+Added: For the Three Months Ended March 31, 2021 2020
+Added: Balance - January 1 $ 26,094 $ 1,800
+Added: Purchases 4,250 —
+Added: Transfers out of Level 3 ( 1,000 ) —
+Added: Total Level 3 investments - end of period $ 29,344 $ 1,800
+Added: (d) Financial Instruments Disclosed, But Not Carried, at Fair Value
+Added: The fair value of financial instruments accounting guidance also applies to financial instruments disclosed, but not carried, at fair value, except for certain financial instruments related to insurance contracts .
+Added: At March 31, 2021, the carrying values of cash and cash equivalents (including restricted amounts), accrued investment income, reinsurance balances receivable, loan to related party, liability for securities purchased and certain other assets and liabilities approximate fair values due to their inherent short duration.
+Added: As these financial instruments are not actively traded, their fair values are classified as Level 2.
+Added: The investments made by direct lending entities are carried at cost less impairment, if any, which approximates fair value.
+Added: The fair value estimates of these investments are not based on observable market data and, as a result, are classified as Level 3.
+Added: The fair values of the Senior Notes are based on indicative market pricing obtained from a third-party pricing service which uses observable market inputs, and therefore the fair values of these liabilities are classified as Level 2.
+Added: The following table presents the respective carrying value and fair value for the Senior Notes as at March 31, 2021 and December 31, 2020:
+Added: March 31, 2021 December 31, 2020
Carrying Value Fair Value Carrying Value Fair Value
−Removed: Financial Assets
−Removed: Other investments in SPV related to lending activities $ 33,338 $ 42,452 $ 26,871 $ 42,156
−Removed: Financial Liabilities
Senior Notes - MHLA – 6.625 %
2 unchanged sentences
152,500 143,106 152,500 132,126
−Removed: Total financial liabilities
−Removed: $ 262,500 $ 221,784 $ 262,500 $ 223,527
−Removed: 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.
−Removed: The fair values of the Senior Notes are based on indicative market pricing obtained from a third-party service provider and therefore are included in the Level 2 fair value hierarchy.
+Added: Total Senior Notes $ 262,500 $ 238,102 $ 262,500 $ 222,898
MAIDEN HOLDINGS, LTD.
2 unchanged sentences
dollars, except share and per share data)
−Removed: Discontinued Operations
−Removed: Treaty Reinsurance operations
−Removed: As described in Part II of our Annual Report on Form 10-K for the year ended December 31, 2019, the Company entered into a renewal rights transaction with Transatlantic Reinsurance Company on August 29, 2018 and subsequently sold Maiden US on December 27, 2018 to Enstar.
−Removed: Maiden US was a substantial portion of the Diversified Reinsurance segment;
−Removed: therefore the Company concluded that the sale represented a strategic shift that has a major effect on its ongoing operations and financial results and that all of the held for sale criteria were met.
−Removed: Accordingly, all transactions related to the U.S.
−Removed: treaty reinsurance operations are reported and presented as part the results from discontinued operations in the Condensed Consolidated Statements of Income.
−Removed: As described in Part II of our Annual Report on Form 10-K for the year ended December 31, 2019 , Cavello Bay Reinsurance Limited ("Cavello"), Enstar’s Bermuda reinsurance affiliate, and Maiden Reinsurance entered into a retrocession agreement pursuant to which certain assets and liabilities associated with the U.S.
−Removed: treaty reinsurance business held by Maiden Reinsurance were retroceded to Cavello on December 27, 2018.
−Removed: 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 September 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 nine months ended September 30, 2019 presented in the unaudited Condensed Consolidated Statements of Income:
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
−Removed: Net loss and loss adjustment expenses $ — $ 6,363
−Removed: General and administrative expenses 1 ( 1,842 )
−Removed: Income from discontinued operations before income tax 1 4,521
−Removed: Loss on disposal of discontinued operations — ( 25,474 )
−Removed: Income tax benefit (expense) 74 ( 1,095 )
−Removed: Income (loss) from discontinued operations, net of income tax $ 75 $ ( 22,048 )
−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 $ 16,714 for the nine months ended September 30, 2019.
+Added: Shareholders' Equity
+Added: a) Common Shares
+Added: At March 31, 2021, the aggregate authorized share capital of the Company is 150,000,000 shares from which 91,954,619 common shares were issued, of which 86,141,057 common shares are outstanding, and 18,600,000 preference shares were issued, all of which are outstanding.
+Added: The remaining 39,445,381 shares are undesignated at March 31, 2021.
+Added: Excluding the preference shares held by Maiden Reinsurance, a total of 9,157,912 preference shares are held by non-affiliates.
+Added: b) Preference Shares
+Added: On March 3, 2021, the Company's Board of Directors approved the repurchase, including the repurchase by Maiden Reinsurance in accordance with its investment guidelines, of up to $ 100,000 of the Company's preference shares from time to time at market prices in open market purchases or as may be privately negotiated.
+Added: During March 2021, Maiden Reinsurance accepted for purchase primarily via private negotiation with certain security holders, (i) 2,561,636 shares of the Company's 8.25 % Non-Cumulative Preference Shares Series A at an average price of $ 14.88 per share, (ii) 2,028,961 shares of the Company's 7.125 % Non-Cumulative Preference Shares Series C at an average price of $ 14.65 per share, and (iii) 2,023,896 shares o f the Company's 6.7 % Non-Cumulative Preference Shares Series D at an average price of $ 14.60 per share for a total amount of $ 97,393 .
+Added: The acquisition by Maiden Reinsurance of these preference shares was made in compliance with the Company's investment guidelines previously approved by the Vermont DFR.
+Added: These preference share purchases have resulted in a gain of $ 62,450 in the three months ended March 31, 2021 .
+Added: Please refer to "Note 14 — Subsequent Event" for further information on the repurchase of our preference shares.
+Added: 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, 2020.
+Added: c) Treasury Shares
+Added: During the three months ended March 31, 2021, the Company repurchased a total of 799,548 common shares at an average price per share of $ 2.95 from employees, which represent withholding in respect of tax obligations on the vesting of both non-performance-based and discretionary performance-based restricted shares.
+Added: There were no such repurchases during the three months ended March 31, 2020.
+Added: On February 21, 2017, the Company's Board of Directors approved the repurchase of up to $ 100,000 of the Company's common shares from time to time at market prices.
+Added: The Company has a remaining authorization of $ 74,245 for share repurchases at March 31, 2021 (December 31, 2020 - $ 74,245 ).
+Added: No repurchases were made during the three months ended March 31, 2021 and 2020 under the common share repurchase plan.
+Added: d) Accumulated Other Comprehensive Income
+Added: The following tables set forth financial information regarding the changes in the balances of each component of AOCI:
+Added: For the Three Months Ended March 31, 2021 Change in net unrealized gains on investment Foreign currency translation Total
+Added: Beginning balance $ 49,357 $ ( 25,500 ) $ 23,857
+Added: Other comprehensive (loss) income before reclassifications ( 20,506 ) 10,146 ( 10,360 )
+Added: Amounts reclassified from AOCI to net income, net of tax ( 4,246 ) — ( 4,246 )
+Added: Net current period other comprehensive (loss) income ( 24,752 ) 10,146 ( 14,606 )
+Added: Ending balance, Maiden shareholders $ 24,605 $ ( 15,354 ) $ 9,251
+Added: For the Three Months Ended March 31, 2020 Change in net unrealized gains on investment Foreign currency translation Total
+Added: Beginning balance $ 21,996 $ ( 4,160 ) $ 17,836
+Added: Other comprehensive loss before reclassifications ( 40,088 ) ( 3 ) ( 40,091 )
+Added: Amounts reclassified from AOCI to net loss, net of tax ( 4,033 ) — ( 4,033 )
+Added: Net current period other comprehensive loss ( 44,121 ) ( 3 ) ( 44,124 )
+Added: Ending balance, Maiden shareholders $ ( 22,125 ) $ ( 4,163 ) $ ( 26,288 )
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Long-Term Debt
−Removed: 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").
+Added: At March 31, 2021 and December 31, 2020, both Maiden Holdings and its wholly owned subsidiary, Maiden NA, had 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 September 30, 2020 and December 31, 2019:
−Removed: September 30, 2020 2016 Senior Notes 2013 Senior Notes Total
+Added: The following tables detail the issuances of Senior Notes outstanding at March 31, 2021 and December 31, 2020:
+Added: March 31, 2021 2016 Senior Notes 2013 Senior Notes Total
Principal amount
13 unchanged sentences
Effective interest rate 7.07 % 8.04 %
−Removed: 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.
+Added: The interest expense incurred on the Senior Notes for the three months ended March 31, 2021 was $ 4,777 (2020 - $ 4,777 ), of which $ 1,342 was accrued at both March 31, 2021 and December 31, 2020, 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 nine months ended September 30, 2020 was $ 55 and $ 163 , respectively (2019 - $ 54 and $ 160 , respectively).
−Removed: 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.
−Removed: Maiden NA is required to give at least thirty and not more than sixty days notice prior to the redemption date.
+Added: The amortization expense for the three months ended March 31, 2021 was $ 54 (2020 - $ 54 ).
+Added: Under the terms of the 2013 Senior Notes, the 2013 Senior Notes can be redeemed, in whole or in part, 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.
+Added: Maiden NA is required to give at least thirty days and not more than sixty days notice prior to the redemption date.
MAIDEN HOLDINGS, LTD.
7 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 nine months ended September 30, 2020 and 2019 was as follows:
−Removed: For the Nine Months Ended September 30, 2020 2019
+Added: The effect of ceded reinsurance on net premiums written and earned and on net loss and LAE for the three months ended March 31, 2021 and 2020 was as follows:
+Added: For the Three Months Ended March 31, 2021 2020
Premiums written
7 unchanged sentences
$ 11,764 $ 31,215
−Removed: $ 76,828 $ 411,986
Gross loss and LAE
2 unchanged sentences
$ 2,359 $ 21,086
−Removed: $ 41,159 $ 415,110
−Removed: 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.
−Removed: At September 30, 2020 and December 31, 2019, the Company had no valuation allowance against reinsurance recoverable on unpaid losses.
−Removed: As discussed in "Note 1.
−Removed: Organization" , on December 27, 2018, Cavello and Maiden Reinsurance entered into a retrocession agreement pursuant to which certain assets and liabilities associated with the U.S.
+Added: The Company's reinsurance recoverable on unpaid losses balance as at March 31, 2021 was $ 580,709 (December 31, 2020 - $ 592,571 ) presented in the Condensed Consolidated Balance Sheets.
+Added: At March 31, 2021 and December 31, 2020, the Company had no valuation allowance against reinsurance recoverable on unpaid losses.
+Added: On December 27, 2018, Cavello Bay Reinsurance Limited ("Cavello") and Maiden Reinsurance entered into a retrocession agreement pursuant to which certain assets and liabilities associated with the U.S.
treaty reinsurance business held by Maiden Reinsurance were 100.0 % 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 $ 69,454 at September 30, 2020 (December 31, 2019 - $ 62,699 ).
−Removed: 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 .
+Added: The reinsurance recoverable on unpaid losses due from Cavello under this retrocession agreement was $ 66,444 at March 31, 2021 (December 31, 2020 - $ 67,972 ).
+Added: On July 31, 2019, Maiden Reinsurance and Cavello entered into a Loss Portfolio Transfer and Adverse Development Cover Agreement ("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 .
The $ 2,178,535 retention is subject to adjustment for paid losses subsequent to December 31, 2018.
−Removed: Please see " Note 1.
−Removed: Basis of Presentation " for further details.
The LPT/ADC Agreement provides Maiden Reinsurance with $ 155,000 in adverse development cover over its carried AmTrust Quota Share loss reserves at December 31, 2018.
3 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 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).
+Added: As of March 31, 2021, the reinsurance recoverable on unpaid losses under the retroactive reinsurance agreement was $ 510,096 while the deferred gain liability was $ 65,096 (December 31, 2020 - $ 519,941 and $ 74,941 , 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 September 30, 2020.
+Added: Cavello's parent company, Enstar, has credit ratings of BBB from both Standard & Poor's and Fitch Ratings at March 31, 2021.
MAIDEN HOLDINGS, LTD.
6 unchanged sentences
The anticipated effect of inflation is implicitly considered when estimating liabilities for loss and LAE.
−Removed: While anticipated changes in claim costs due to inflation are considered in estimating the ultimate claim costs, changes in average severity of claims are caused by a number of factors that vary with the individual type of policy written.
+Added: While anticipated changes in claim costs due to inflation are considered in estimating the ultimate claim costs, changes in the average severity of claims are caused by a number of factors that vary with the individual type of policy written.
Ultimate losses are projected based on historical trends adjusted for implemented changes in underwriting standards, claims handling, policy provisions, and general economic trends.
5 unchanged sentences
the year in which the contract generating the premium and losses incepted).
−Removed: The Company in some cases uses underwriting year information to analyze the Diversified Reinsurance segment and subsequently allocate reserves to the respective accident years.
+Added: In cases where the Company uses underwriting year information, reserves are subsequently allocated to the respective accident year.
The reserve for loss and LAE consists of:
−Removed: September 30, 2020 December 31, 2019
+Added: March 31, 2021 December 31, 2020
Reserve for reported loss and LAE
5 unchanged sentences
The following table represents a reconciliation of our beginning and ending gross and net loss and LAE reserves:
−Removed: For the Nine Months Ended September 30, 2020 2019
+Added: For the Three Months Ended March 31, 2021 2020
Gross loss and LAE reserves, January 1
6 unchanged sentences
( 5,554 ) ( 533 )
−Removed: ( 7,829 ) 96,456
−Removed: 41,159 415,110
Net paid losses related to:
3 unchanged sentences
Retroactive reinsurance adjustment
−Removed: 32,955 ( 549,542 )
Effect of foreign exchange rate movements
( 16,488 ) ( 15,764 )
−Removed: Net loss and LAE reserves, September 30 1,377,396 2,010,377
−Removed: Reinsurance recoverable on unpaid losses, September 30 597,677 615,481
−Removed: Gross loss and LAE reserves, September 30 $ 1,975,073 $ 2,625,858
−Removed: Prior period development arises from changes to loss estimates recognized in the current year that relate to loss reserves in previous calendar years.
+Added: Net loss and LAE reserves, March 31 1,203,799 1,628,163
+Added: Reinsurance recoverable on unpaid losses, March 31 580,709 620,882
+Added: Gross loss and LAE reserves, March 31 $ 1,784,508 $ 2,249,045
+Added: Prior period development arises from changes to loss estimates recognized in the current year that relate to loss reserves established 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 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).
−Removed: 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).
−Removed: 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.
−Removed: 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.
+Added: During the three months ended March 31, 2021, the Company recognized net favorable prior year loss development of $ 5,554 (2020 - favorable $ 533 ).
+Added: In the Diversified Reinsurance segment, net adverse prior year loss development was $ 14 for the three months ended March 31, 2021 (2020 - favorable $ 533 ).
+Added: Prior year loss development for the three months ended March 31, 2021 was due to adverse reserve development in European Capital Solutions and other runoff business.
+Added: The favorable development for the three months ended March 31, 2020 was primarily due to favorable reserve development in German Auto Programs.
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Reserve for Loss and Loss Adjustment Expenses (continued)
−Removed: 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.
−Removed: 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).
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Related Party Transactions " for details).
−Removed: 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.
−Removed: 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).
−Removed: 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: In the AmTrust Reinsurance segment, the net favorable prior year loss development was $ 5,568 for the three months ended March 31, 2021 (2020 - $ 0 ).
+Added: The net favorable prior year loss development for the three months ended March 31, 2021 was primarily due to favorable development in Workers Compensation partly offset by adverse development in Hospital Liability.
+Added: Retroactive reinsurance adjustment of $ 9,845 represents the decrease in reinsurance recoverable on unpaid losses under the LPT/ADC Agreement with Cavello that was recognized in the three months ended March 31, 2021 (2020 - $ 0 ) in the reconciliation of our beginning and ending gross and net loss and LAE reserves presented above.
+Added: It reflects the corresponding decrease in the deferred gain on retroactive reinsurance for favorable development on reserves covered under the LPT/ADC Agreement of $ 9,845 during the three months ended March 31, 2021.
+Added: The deferred gain on retroactive reinsurance represents the cumulative adverse development under the AmTrust Quota Share covered under the LPT/ADC Agreement at March 31, 2021 and December 31, 2020.
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.
−Removed: 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.
−Removed: 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.
−Removed: 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
The Founding Shareholders of the Company were Michael Karfunkel, George Karfunkel and Barry Zyskind.
−Removed: Based on each individual's most recent public filing, Leah Karfunkel (wife of the late Michael Karfunkel) owns or controls approximately 7.9 % of the outstanding shares of the Company and Barry Zyskind (the Company's non-executive chairman) owns or controls approximately 7.4 % of the outstanding shares of the Company.
−Removed: George Karfunkel owns or controls less than 5.0 % of the outstanding shares of the Company.
+Added: Based on each individual's most recent public filing, Leah Karfunkel (wife of the late Michael Karfunkel) owns or controls approximately 7.8 % of the Company's outstanding common shares and Barry Zyskind (the Company's non-executive chairman) owns or controls approximately 7.3 % of the Company's outstanding common shares.
+Added: George Karfunkel owns or controls less than 5.0 % of the Company's outstanding common shares.
Leah Karfunkel and George Karfunkel are directors of AmTrust, and Barry Zyskind is the chief executive officer and chairman of AmTrust.
Leah Karfunkel, George Karfunkel and Barry Zyskind own or control approximately 53.2 % of the ownership interests of Evergreen Parent LP, the ultimate parent of AmTrust.
−Removed: The following describes transactions between the Company and AmTrust:
+Added: The following describes transactions that have transpired between the Company and AmTrust:
AmTrust Quota Share
−Removed: Effective July 1, 2007, the Company and AmTrust entered into a master agreement, as amended ("Master Agreement"), by which they caused Maiden Reinsurance, and AmTrust's Bermuda reinsurance subsidiary, AII, to enter into the AmTrust Quota Share by which AII retroceded to Maiden Reinsurance an amount equal to 40 % of the premium written by subsidiaries of AmTrust, net of the cost of unaffiliated inuring reinsurance and 40 % of losses.
+Added: Effective July 1, 2007, the Company and AmTrust entered into a master agreement, as amended ("Master Agreement"), by which they caused Maiden Reinsurance and AII to enter into the AmTrust Quota Share by which AII retroceded to Maiden Reinsurance an amount equal to 40 % of the premium written by subsidiaries of AmTrust, net of the cost of unaffiliated inuring reinsurance and 40 % of losses.
The Master Agreement further provided that AII receive a ceding commission of 31 % of ceded written premiums.
5 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 September 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 March 31, 2019.
Any development above this maximum amount will be subject to the coverage of the LPT/ADC Agreement.
−Removed: Please refer to Note 1.
−Removed: "Basis of Presentation" for additional information .
−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)
−Removed: Effective January 1, 2019, Maiden Reinsurance and AII entered into the Partial Termination Amendment which amended the AmTrust Quota Share.
+Added: Effective January 1, 2019, Maiden Reinsurance and AII entered into a partial termination amendment ("Partial Termination Amendment") which amended the AmTrust Quota Share.
The Partial Termination Amendment provided for the cut-off of the ongoing and unearned premium of AmTrust’s Small Commercial Business, comprising workers’ compensation, general liability, umbrella liability, professional liability (including cyber liability) insurance coverages, and U.S.
3 unchanged sentences
Subsequently, on January 30, 2019, Maiden Reinsurance and AII agreed to terminate the remaining business subject to the AmTrust Quota Share on a run-off basis effective as of January 1, 2019.
−Removed: Effective July 31, 2019, Maiden Reinsurance and AII entered into a Commutation and Release Agreement which provided for AII to assume all reserves ceded by AII to Maiden Reinsurance with respect to its proportional 40 % share of the ultimate net loss under the AmTrust Quota Share related to the Commuted Business.
−Removed: Please refer to Note 1 "Basis of Presentation" f or additional information.
−Removed: AII and Maiden Reinsurance also agreed that, as of July 31, 2019, the AmTrust Quota Share shall be deemed amended as applicable so that the Commuted Business is no longer included as part of the Covered Business under the AmTrust Quota Share.
+Added: Effective July 31, 2019, Maiden Reinsurance and AII entered into a Commutation and Release Agreement which provided for AII to assume all reserves ceded by AII to Maiden Reinsurance with respect to its proportional 40 % share of the ultimate net loss under the AmTrust Quota Share related to the commuted business including:
+Added: (a) all losses incurred in Accident Year 2017 and Accident Year 2018 under California workers' compensation policies and as defined in the AmTrust Quota Share ("Commuted California Business");
+Added: and (b) all losses incurred in Accident Year 2018 under New York workers' compensation policies ("Commuted New York Business"), and together with the Commuted California Business ("Commuted Business") in exchange for the release and full discharge of Maiden Reinsurance's obligations to AII with respect to the Commuted Business.
+Added: The Commuted Business excludes any business classified by AII as Specialty Program or Specialty Risk business.
+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: Maiden Reinsurance paid $ 312,786 ("Commutation Payment"), 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 Reinsurance with respect to the Commuted Business from January 1, 2019 through July 31, 2019.
+Added: The Commutation Payment was settled on August 12, 2019 and 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: AII and Maiden Reinsurance also agreed that as of July 31, 2019, the AmTrust Quota Share was deemed amended as applicable so that the Commuted Business is no longer included as part of Covered Business under the AmTrust Quota Share.
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.
European Hospital Liability Quota Share
−Removed: Effective April 1, 2011, Maiden Reinsurance entered into the European Hospital Liability Quota Share with AEL and AIU DAC, both wholly owned subsidiaries of AmTrust.
+Added: Effective April 1, 2011, Maiden Reinsurance entered into the European Hospital Liability Quota Share with AEL and AIU DAC.
Pursuant to the terms of the European Hospital Liability Quota Share, Maiden Reinsurance assumed 40 % of the premiums and losses related to policies classified as European Hospital Liability, including associated liability coverages and policies covering physician defense costs, written or renewed on or after April 1, 2011.
4 unchanged sentences
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.
−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 nine months ended September 30, 2020 and 2019, respectively:
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
−Removed: 2020 2019 2020 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 months ended March 31, 2021 and 2020, respectively:
+Added: For the Three Months Ended March 31,
Gross and net premiums written $ ( 2,462 ) $ —
6 unchanged sentences
insurance subsidiaries with credit for reinsurance on their statutory financial statements, AII, as the direct reinsurer of AmTrust's insurance subsidiaries, established trust accounts ("Trust Accounts") for their benefit.
−Removed: Maiden Reinsurance has agreed to provide appropriate collateral to secure its proportional share under the AmTrust Quota Share of AII's obligations to the AmTrust subsidiaries to whom AII is required to provide collateral.
−Removed: This collateral may be in the form of (a) assets loaned by Maiden Reinsurance to AII for deposit into the Trust Accounts, pursuant to a loan agreement between those parties, (b) assets transferred by Maiden Reinsurance for deposit into the Trust Accounts, or (c) a letter of credit obtained by Maiden Reinsurance and delivered to an AmTrust subsidiary on AII's behalf.
+Added: Maiden Reinsurance agreed to provide appropriate collateral to secure its proportional share under the AmTrust Quota Share of AII's obligations to the AmTrust subsidiaries to whom AII is required to provide collateral.
+Added: This collateral can take the form of (a) assets loaned by Maiden Reinsurance to AII for deposit into the Trust Accounts, pursuant to a loan agreement between those parties, (b) assets transferred by Maiden Reinsurance for deposit into the Trust Accounts, or (c) a letter of credit obtained by Maiden Reinsurance and delivered to an AmTrust subsidiary on AII's behalf.
Maiden Reinsurance may provide any or a combination of these forms of collateral, provided that the aggregate value thereof equals Maiden Reinsurance's proportionate share of its obligations under the AmTrust Quota Share.
Maiden Reinsurance satisfied its collateral requirements under the AmTrust Quota Share with AII as follows:
+Added: • by lending funds of $ 167,975 at March 31, 2021 and December 31, 2020 pursuant to a loan agreement entered into between those parties.
+Added: Advances under the loan are secured by promissory notes.
+Added: This loan was assigned by AII to AmTrust effective December 31, 2014 and is carried at cost.
+Added: Interest is payable at a rate equivalent to the Federal Funds Effective Rate ("Fed Funds") plus 200 basis points per annum.
+Added: Interest income on the loan was $ 860 for the three months ended March 31, 2021 (2020 - $ 1,365 ) and the effective yield was 2.0 % for the period (2020 - 3.3 %).
+Added: • on January 30, 2019, in connection with the termination of the reinsurance agreements described above, the Company and AmTrust amended the Loan Agreement between Maiden Reinsurance, AmTrust and AII, originally entered into on November 16, 2007, by extending the maturity date to January 1, 2025 and specifies that due to the termination of the AmTrust Quota Share, no further loans or advances may be made pursuant to the Loan Agreement;
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Related Party Transactions (continued)
−Removed: • 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.
−Removed: Advances under the loan are secured by promissory notes.
−Removed: This loan was assigned by AII to AmTrust effective December 31, 2014 and is carried at cost.
−Removed: Interest is payable at a rate equivalent to the Federal Funds Effective Rate ("Fed Funds") plus 200 basis points per annum.
−Removed: Please see "Note 4.
−Removed: (c) Investments" for the total amount of interest earned from this loan.
−Removed: 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).
−Removed: • 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;
• effective December 1, 2008, the Company entered into a Reinsurer Trust Assets Collateral agreement to provide to AII sufficient collateral to secure its proportional share of AII's obligations to the U.S.
AmTrust subsidiaries.
−Removed: 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 ).
+Added: The amount of the collateral at March 31, 2021 was $ 493,363 (December 31, 2020 - $ 666,879 ) and the accrued interest was $ 2,454 (December 31, 2020 - $ 3,048 ).
Please refer to "Note 4.
1 unchanged sentence
• on January 11, 2019, a portion of the existing trust accounts used for collateral on the AmTrust Quota Share were converted to a funds withheld arrangement.
−Removed: 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 nine months ended September 30, 2020.
−Removed: 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 ).
−Removed: 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).
+Added: The Company transferred $ 575,000 to AmTrust as a funds withheld receivable which currently has an annual interest rate of 1.8 %, subject to annual adjustment.
+Added: The annual interest rate was 2.65 % for the duration of 2020.
+Added: At March 31, 2021, the funds withheld balance was $ 575,000 (December 31, 2020 - $ 575,000 ) and the accrued interest was $ 2,552 (December 31, 2020 - $ 3,845 ).
+Added: The interest income on the funds withheld receivable was $ 2,552 for the three months ended March 31, 2021 (2020 - $ 3,800 ).
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.
−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)
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 September 30, 2020 was $ 302,733 (December 31, 2019 - $ 253,631 ) and the accrued interest was $ 1,883 (December 31, 2019 - $ 1,821 ).
+Added: For AEL, the amount of the collateral held in reinsurance trust accounts at March 31, 2021 was $ 304,635 (December 31, 2020 - $ 318,063 ) and the accrued interest was $ 2,270 (December 31, 2020 - $ 2,283 ).
For AIU DAC, the Company utilizes funds withheld to satisfy its collateral requirements.
−Removed: 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 ).
−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 $ 64 and $ 262 for the three and nine months ended September 30, 2020, respectively (2019 - $ 71 and $ 196 , respectively).
+Added: At March 31, 2021, the amount of funds withheld was $ 29,106 (December 31, 2020 - $ 28,093 ) and the accrued interest was $ 36 (December 31, 2020 - $ 318 ).
+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.
+Added: The interest income on the funds withheld receivable was $ 37 for the three months ended March 31, 2021 (2020 - $ 71 ).
Brokerage Agreement
4 unchanged sentences
The brokerage agreement was terminated as of March 15, 2019.
−Removed: 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.
+Added: Maiden Reinsurance recorded $ 69 of reinsurance brokerage expense for the three months ended March 31, 2021 (2020 - $ 234 ) and deferred reinsurance brokerage of $ 1,434 at March 31, 2021 (December 31, 2020 - $ 1,534 ) as a result of this agreement.
+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)
Asset Management Agreement
2 unchanged sentences
The agreement may be terminated upon 30 days written notice by either party.
−Removed: 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: The Company recorded $ 272 of investment management fees for the three months ended March 31, 2021 (2020 - $ 400 ) under this agreement.
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.
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.
+Added: On November 13, 2020, Maiden LF, 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.
Insurance Management Services Agreement
3 unchanged sentences
The initial term of the agreement is three years and will automatically renew for an additional three years until either party gives written notice of its intention to terminate this agreement at least three months prior to the commencement of the next applicable period.
−Removed: 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 $ 75 of annual fees for the three and nine months ended September 30, 2020, respectively.
−Removed: The initial retainer of $ 100 was incurred during the three and nine months ended September 30, 2019.
+Added: The fee for this agreement was an initial $ 100 retainer for re-domestication services paid in 2019 and $ 100 annually with reimbursement for reasonable out-of-pocket expenses incurred by Risk Services pursuant to the terms of the agreement.
+Added: The Company recorded $ 25 of fees for the three months ended March 31, 2021 and 2020, respectively.
683 Capital Partners, LP (“683 Partners”)
−Removed: 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.
−Removed: 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.
+Added: At March 31, 2021, 683 Partners and its affiliates own or control approximately 8.9 % of the outstanding common shares of the Company.
+Added: 683 Partners and its affiliates are not related parties as defined in ASC 850:
+Added: Related Party Disclosures .
+Added: In addition, 683 Partners own $ 369 of the Company's 2016 Senior Notes and $ 663 of the Company's 2013 Senior Notes.
Limited Partnership Agreement with 683 Capital Management, LLC ("683 Capital")
2 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.
−Removed: Hedge fund investments of $ 25,376 were managed by 683 Capital under this agreement at September 30, 2020.
−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)
+Added: Hedge fund investments of $ 31,125 were managed by 683 Capital under this agreement at March 31, 2021.
Commitments and Contingencies
1 unchanged sentence
a) Concentrations of Credit Risk
−Removed: 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.
+Added: At March 31, 2021 and December 31, 2020, the Company’s assets where significant concentrations of credit risk may exist include investments, cash and cash equivalents, loan to related party, reinsurance recoverable on unpaid losses and funds withheld receivable.
Please refer to " Note 8.
3 unchanged sentences
Provisions are made for amounts considered potentially uncollectible.
−Removed: Letters of credit are provided by its reinsurers for material amounts recoverable as discussed further in " Note 8 — Reinsurance ".
−Removed: The Company manages concentration of credit risk in its investment portfolio through issuer and sector exposure limitations.
+Added: Letters of credit are provided by its reinsurers for material amounts recoverable as discussed in " Note 8 — Reinsurance ".
+Added: The Company manages the concentration of credit risk in its investment portfolio through issuer and sector exposure limitations.
The Company believes it bears minimal credit risk in its cash on deposit.
−Removed: 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.
+Added: The Company also monitors the credit risk related to the loan to related party and funds withheld receivable, within which the largest balances are due from AmTrust.
AmTrust has a financial strength/credit rating of A- (Excellent) from A.M.
−Removed: Best at September 30, 2020.
+Added: Best at March 31, 2021.
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 September 30, 2020 will be fully collectible.
+Added: The Company believes these balances as at March 31, 2021 will be fully collectible.
+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: Commitments and Contingencies (continued)
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 nine months ended September 30, 2020 however one of its existing leases was recently renewed through 2024.
+Added: The Company entered into one new short-term subleasing arrangement through December 31, 2021 during the three months ended March 31, 2021.
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, 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.
+Added: For operating leases that have an initial lease term of more than twelve months, and whose lease payments are above a certain threshold, the Company has 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.
1 unchanged sentence
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 approximately 2.5 years at September 30, 2020.
−Removed: 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.
+Added: The Company's weighted-average remaining lease term is approximately 1.6 years at March 31, 2021.
+Added: At March 31, 2021, the Company's future lease obligations of $ 807 (December 31, 2020 - $ 1,638 ) 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 $ 807 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.
−Removed: 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 .
−Removed: 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).
−Removed: The scheduled maturity of the Company's operating lease liabilities are expected to be as follows:
−Removed: September 30, 2020
+Added: The Company's total lease expense for the three months ended March 31, 2021 was $ 242 (2020 - $ 410 ) recognized within net income consistent with the prior accounting treatment under Topic 840 .
+Added: The operating cash outflows from operating leases included in the measurement of the lease liability during the three months ended March 31, 2021 was $ 212 (2020 - $ 340 ).
+Added: The Company also recorded $ 126 of sublease income for the three months ended March 31, 2021.
+Added: At March 31, 2021, the scheduled maturity of the Company's operating lease liabilities are expected to be as follows:
+Added: March 31, 2021
Discount for present value ( 69 )
Total discounted operating lease liabilities $ 807
−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: Commitments and Contingencies (continued)
c) Legal Proceedings
23 unchanged sentences
The Company will continue to vigorously defend itself against this claim.
+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: Commitments and Contingencies (continued)
A putative class action complaint was filed against Maiden Holdings, Arturo M.
4 unchanged sentences
Plaintiffs further claim that certain of Maiden Holdings’ representations concerning its business, underwriting and financial statements were rendered false by the allegedly inadequate loss reserves, that these misrepresentations inflated the price of Maiden Holdings' common stock, and that when the truth about the misrepresentations was revealed, the Company’s stock price fell, causing Plaintiffs to incur losses.
−Removed: The Company believes the claims are without merit and intends to vigorously defend itself.
+Added: On September 11, 2020, a motion to dismiss was filed on behalf of all Defendants;
+Added: we cannot predict when the Court will issue a decision on the motion.
+Added: We believe the claims are without merit and we intend to vigorously defend ourselves.
It is possible that additional lawsuits will be filed against the Company, its subsidiaries and its respective officers due to the diminution in value of our securities as a result of our operating results and financial condition.
It is currently uncertain as to the effect of such litigation on our business, operating results and financial condition.
−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)
Earnings per Common Share
The following is a summary of the elements used in calculating basic and diluted earnings per common share:
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
−Removed: 2020 2019 2020 2019
−Removed: Net income (loss) from continuing operations $ 2,162 $ ( 58,402 ) $ 32,235 $ ( 88,328 )
+Added: For the Three Months Ended March 31,
+Added: Net income $ 9,286 $ 20,861
+Added: Gain from repurchase of preference shares - Series A, C and D 62,450 —
Amount allocated to participating common shareholders (1)
( 1,133 ) ( 247 )
−Removed: Income (loss) attributable to common shareholders, before discontinued operations 2,138 ( 58,402 ) 31,676 ( 88,328 )
−Removed: Income (loss) from discontinued operations, net of income tax — 75 — ( 22,048 )
−Removed: Net income (loss) allocated to common shareholders $ 2,138 $ ( 58,327 ) $ 31,676 $ ( 110,376 )
−Removed: Weighted average number of common shares – basic and diluted (2)
−Removed: 84,744,787 83,092,085 84,181,528 83,036,925
−Removed: Basic and diluted earnings (loss) from continuing operations per share attributable to common shareholders $ 0.03 $ ( 0.70 ) $ 0.38 $ ( 1.06 )
−Removed: Basic and diluted loss from discontinued operations per share attributable to common shareholders — — — ( 0.27 )
−Removed: Basic and diluted earnings (loss) per share attributable to common shareholders:
+Added: Net income allocated to Maiden common shareholders $ 70,603 $ 20,614
+Added: Weighted average number of common shares – basic 85,132,939 83,256,223
+Added: Potentially dilutive securities:
+Added: Share options and restricted share units (2)
+Added: Adjusted weighted average number of common shares – diluted (2)
85,136,888 83,256,223
−Removed: (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.
+Added: Basic and diluted earnings per share attributable to common shareholders $ 0.83 $ 0.25
+Added: (1) This represents the share in net income using the two-class method for holders of non-vested restricted shares issued to the Company's employees under the 2019 Omnibus Incentive Plan.
(2) Please refer to "Note 13.
Shareholders' Equity" and "Note 14.
−Removed: 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 nine months ended September 30, 2020, there were no potentially dilutive securities.
−Removed: Shareholders' Equity
−Removed: a) Common Shares
−Removed: 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.
−Removed: The remaining 41,622,104 shares are undesignated at September 30, 2020.
−Removed: 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: b) Treasury Shares
−Removed: 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.
−Removed: The Company has a remaining authorization of $ 74,245 for share repurchases at September 30, 2020 (December 31, 2019 - $ 74,245 ).
−Removed: No repurchases were made during the three and nine months ended September 30, 2020 and 2019 under the share repurchase plan.
−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: Shareholders' Equity (continued)
−Removed: c) Accumulated Other Comprehensive Income
−Removed: The following tables set forth financial information regarding the changes in the balances of each component of AOCI:
−Removed: For the Three Months Ended September 30, 2020 Change in net unrealized gains on investment Foreign currency translation Total
−Removed: Beginning balance $ 17,184 $ ( 7,983 ) $ 9,201
−Removed: Other comprehensive income (loss) before reclassifications 14,996 ( 6,998 ) 7,998
−Removed: Amounts reclassified from AOCI to net income, net of tax ( 3,242 ) — ( 3,242 )
−Removed: Net current period other comprehensive income (loss) 11,754 ( 6,998 ) 4,756
−Removed: Ending balance, Maiden shareholders $ 28,938 $ ( 14,981 ) $ 13,957
−Removed: For the Three Months Ended September 30, 2019 Change in net unrealized gains on investment Foreign currency translation Total
−Removed: Beginning balance $ 29,278 $ ( 8,126 ) $ 21,152
−Removed: Other comprehensive (loss) income before reclassifications ( 2,141 ) 11,480 9,339
−Removed: Amounts reclassified from AOCI to net loss, net of tax ( 8,555 ) — ( 8,555 )
−Removed: Net current period other comprehensive (loss) income ( 10,696 ) 11,480 784
−Removed: Ending balance, Maiden shareholders $ 18,582 $ 3,354 $ 21,936
−Removed: For the Nine Months Ended September 30, 2020 Change in net unrealized gains on investment Foreign currency translation Total
−Removed: Beginning balance
−Removed: $ 21,996 $ ( 4,160 ) $ 17,836
−Removed: Other comprehensive income (loss) before reclassifications
−Removed: 16,585 ( 10,821 ) 5,764
−Removed: Amounts reclassified from AOCI to net income, net of tax
−Removed: ( 9,643 ) — ( 9,643 )
−Removed: Net current period other comprehensive income (loss) 6,942 ( 10,821 ) ( 3,879 )
−Removed: Ending balance, Maiden shareholders
−Removed: $ 28,938 $ ( 14,981 ) $ 13,957
−Removed: For the Nine Months Ended September 30, 2019 Change in net unrealized gains on investment Foreign currency translation Total
−Removed: Beginning balance
−Removed: $ ( 59,762 ) $ ( 5,932 ) $ ( 65,694 )
−Removed: Other comprehensive income before reclassifications
−Removed: 89,826 9,286 99,112
−Removed: Amounts reclassified from AOCI to net loss, net of tax
−Removed: ( 11,482 ) — ( 11,482 )
−Removed: Net current period other comprehensive income
−Removed: 78,344 9,286 87,630
−Removed: Ending balance, Maiden shareholders
−Removed: $ 18,582 $ 3,354 $ 21,936
+Added: Share Compensation and Pension Plans" in the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 for the terms and conditions of securities that could potentially be dilutive in the future.
+Added: For the three months ended March 31, 2021, there were 3,949 potentially dilutive securities.
MAIDEN HOLDINGS, LTD.
5 unchanged sentences
In these cases, the actual tax expense or benefit is reported in the same period as the related item.
−Removed: 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: Certain tax effects are also not reflected in the estimated annual effective tax rate, primarily certain changes in the realizability of deferred tax assets "(DTAs") and uncertain tax positions.
Maiden NA files a consolidated federal income tax return for the Company’s U.S.
−Removed: based subsidiaries, including Maiden Reinsurance, which re-domesticated to Vermont on March 16, 2020 and, as a result, became subject to U.S.
−Removed: 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: based subsidiaries, including Maiden Reinsurance, which re-domesticated from Bermuda to Vermont on March 16, 2020 and, as a result, became subject to U.S.
+Added: Maiden NA has net operating loss carry-forwards and other DTAs and deferred tax liabilities that are not presently recognized as a net DTA because a full valuation allowance is currently carried against them.
On March 27, 2020, the U.S.
2 unchanged sentences
federal tax liabilities.
−Removed: Subsequent Events
−Removed: Preference Shares
−Removed: 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").
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The Preference Securities are perpetual and there is no fixed date on which we are required to redeem or otherwise repurchase them.
−Removed: 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.
−Removed: 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.
−Removed: The Purchase Offer is neither conditioned upon any minimum number of Securities being tendered, nor subject to any financing condition.
−Removed: 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.
−Removed: 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").
−Removed: 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.
−Removed: In that event, the Securities will be subject to proration, as will be described in the Purchase Offer.
−Removed: Novation of the Asset Management Agreement
−Removed: 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.
−Removed: 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.
+Added: Subsequent Event
+Added: On May 6, 2021, the Company's Board of Directors approved the additional repurchase, including the repurchase by Maiden Reinsurance in accordance with its investment guidelines (as may be amended), of up to $ 50,000 of the Company's preference shares from time to time at market prices in open market purchases or as may be privately negotiated.
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.