10 unchanged sentences
Our actual results and financial condition may differ, possibly materially, from these projections and statements and therefore you should not place undue reliance on them.
−Removed: Factors that could cause our actual results and financial condition to differ, possibly materially, from those in the specific projections and statements are discussed throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations and in "Risk Factors" in Item 1A of Part I of our Annual Report on Form 10-K filed with the U.S.
+Added: Factors that could cause our actual results and financial condition to differ, possibly materially, from those in the specific projections and statements are discussed throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations and in "Risk Factors" in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2021 that was filed with the U.S.
Securities and Exchange Commission ("SEC") on March 14, 2022, however, these factors should not be construed as exhaustive.
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Maiden Holdings is a Bermuda-based holding company.
−Removed: As a result of a series of actions we have taken in recent years discussed below under Recent Developments , 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.
−Removed: 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 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 that enable our clients to meet their capital and risk management objectives.
We expect our legacy solutions business to contribute to our active asset and capital management strategies.
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("Maiden Reinsurance").
−Removed: We are not actively underwriting reinsurance business presently but have some historic reinsurance programs underwritten by Maiden Reinsurance which are in run-off.
−Removed: We continue to run-off the underwriting liabilities related to our contracts with AmTrust Financial Services, Inc.
−Removed: ("AmTrust") which we terminated in 2019.
−Removed: We also have a Loss Portfolio Transfer and Adverse Development Cover Agreement ("LPT/ADC Agreement") with Cavello Bay Reinsurance Limited ("Cavello") and a commutation agreement that further reduces our exposure to and limits the potential volatility related to these AmTrust liabilities, as discussed in " Note 8.
−Removed: Reinsurance " of the Notes to Condensed Consolidated Financial Statements included in Part I Item 1.
+Added: We are not currently underwriting reinsurance business on new prospective risks but are actively underwriting risks on a retroactive basis through GLS.
+Added: We also have various historic reinsurance programs underwritten by Maiden Reinsurance which are in run-off, including the liabilities associated with AmTrust Financial Services, Inc.
+Added: ("AmTrust") which we terminated in 2019 as discussed in " Note 10.
+Added: Related Party Agreements " of the Notes to Condensed Consolidated Financial Statements in Part I Item 1.
"Financial Information" .
−Removed: As discussed in Item 1.
−Removed: " Business " of our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 15, 2021, the sale of Maiden Reinsurance North America, Inc.
−Removed: ("Maiden US") and the termination of both of our quota share contracts with AmTrust materially reduced our gross and net premiums written since 2018.
−Removed: We have significantly reduced our operating expenses and continue to take steps to reduce these costs further.
+Added: In addition, we have a Loss Portfolio Transfer and Adverse Development Cover Agreement ("LPT/ADC Agreement") with Cavello Bay Reinsurance Limited ("Cavello") and a commutation agreement that further reduces our exposure to and limits the potential volatility related to these AmTrust liabilities in run-off, as discussed in " Note 8.
+Added: Reinsurance " of the Notes to Condensed Consolidated Financial Statements in Part I Item 1.
+Added: "Financial Information" .
Our business currently consists of two reportable segments:
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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.
+Added: This segment also includes transactions entered into by GLS which was formed in November 2020 .
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.
−Removed: (“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.
−Removed: Recent Developments
−Removed: Since the third quarter of 2018, we have engaged in a series of transactions that dramatically reduced the regulatory capital required to operate our business, materially strengthened our solvency ratios, and ceased active reinsurance underwriting.
−Removed: During that time, we significantly increased our estimate of ultimate loss and loss expense reserves while purchasing reinsurance protection against further loss reserve volatility and as a result, have improved the ultimate economic value of the Company.
−Removed: The measures we have taken were initiated in 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: This Strategic Review resulted in a series of transactions that transformed our operations and materially reduced the risk on our balance sheet.
−Removed: 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.
−Removed: Please refer to " Management's Discussion and Analysis of Financial Condition and Results of Operations " section included under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2020 for further information.
−Removed: 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.
−Removed: Maiden Reinsurance is now subject to the statutes and regulations of Vermont in the ordinary course of business.
−Removed: 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.
−Removed: While the Vermont Department of Financial Regulation ("Vermont DFR") is currently 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 the re-domestication, Maiden Holdings contributed as capital the remaining 65% of its ownership in Maiden Reinsurance to our wholly owned subsidiary Maiden Holdings North America, Ltd.
−Removed: ("Maiden NA").
−Removed: Maiden NA now owns 100% of Maiden Reinsurance in the aggregate.
−Removed: Maiden NA also maintains a portfolio of cash and fixed maturity investments, along with other strategic investments, of $16.7 million at September 30, 2021.
−Removed: We believe Maiden NA’s investments, including its ownership of Maiden Reinsurance and its active asset management strategy, will create opportunities to utilize net operating loss carry-forwards ("NOLs") which were $234.0 million as of September 30, 2021.
−Removed: These NOLs, in combination with additional net deferred tax assets ("DTAs")
−Removed: primarily related to our insurance liabilities result in a net DTA (before valuation allowance) of $91.7 million or $1.06 per common share as of September 30, 2021.
−Removed: These net DTAs are not presently recognized on the Company's consolidated balance sheet as a full valuation allowance is currently carried against them.
−Removed: As our profitability continues to improve, however, we are evaluating this valuation allowance and the appropriate amount required.
+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"), both of which are in run-off effective January 1, 2019.
+Added: Please refer to " Management's Discussion and Analysis of Financial Condition and Results of Operations " section included under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2021 for further information on recent developments within the Company.
+Added: We believe Maiden Holdings North America, Ltd.'s ("Maiden NA") investments, including its ownership of Maiden Reinsurance and its active asset management strategy, will create opportunities to utilize net operating loss carry-forwards ("NOL") of $235.7 million as of March 31, 2022.
+Added: These NOL carryforwards, in combination with additional net deferred tax assets ("DTA") primarily related to our insurance liabilities result in a net U.S.
+Added: DTA (before valuation allowance) of $94.3 million or $1.08 per common share at March 31, 2022.
+Added: These net DTA are not presently recognized on the Company's consolidated balance sheet as a full valuation allowance is carried against them.
+Added: At this time, while positive evidence in support of reducing the valuation allowance is accumulating, the Company believes it is necessary to maintain its full valuation allowance against the net U.S.
+Added: DTA due to insufficient accumulation of evidence at this time regarding the utilization of these losses.
+Added: As our profitability continues to improve, we will continuously evaluate the amount of the valuation allowance held against the net U.S.
For further details, please see "Note 13.
−Removed: Taxation" included under Item 8 "Financial Statements and Supplementary Data" in our Annual Report on Form 10-K for the year ended December 31, 2020.
−Removed: Taken together, we believe these measures should generate additional income for Maiden NA in a tax-efficient manner, while sharing in the improvement in profitability anticipated in Maiden Reinsurance as a result of the measures enacted as part of the Strategic Review.
+Added: Income Taxes" included under Item 8 "Financial Statements and Supplementary Data" in our Annual Report on Form 10-K for the year ended December 31, 2021.
+Added: Taken together, we believe these measures should generate additional income for Maiden NA in a tax-efficient manner, while sharing in the improvement in profitability anticipated in Maiden Reinsurance as a result of the measures enacted as described above.
Business Strategy
−Removed: We continue to re–evaluate our operating strategy during 2021 while leveraging the significant assets and capital we retain.
−Removed: In addition to restoring operating profitability, our strategic focus centers on creating the greatest risk-adjusted shareholder returns, whether via asset and capital management or active reinsurance underwriting, or a combination of both.
−Removed: Our present assessment of the reinsurance marketplace along with our current operating profile continues to be that the risk-adjusted returns that may be produced via active reinsurance underwriting of new risks are likely to present more limited opportunities compared to other strategic initiatives which may produce greater shareholder value.
−Removed: As a result, our strategic focus continues on activities which utilize our unrestricted cash and investments to manage our capital and where prudent, enhance our investment return by investing in asset classes which we believe will produce appropriate returns.
−Removed: By enhancing our profitability through increased investment returns, we believe we also increase the likelihood of fully utilizing the significant NOLs described above which may create additional shareholder value.
−Removed: The measures implemented now enable us to more flexibly allocate capital to those activities most likely to produce the greatest returns for shareholders, and we are actively engaged in evaluating and deploying funds in both pillars of these strategies as discussed herein.
+Added: We continued to deploy our revised operating strategy during 2022 which leverages the significant assets and capital we retain.
+Added: In addition to restoring operating profitability, our strategic focus centers on creating the greatest risk-adjusted shareholder returns in order to increase book value for our common shareholders, both near and long-term.
+Added: This strategy has three principal areas of focus:
+Added: • Asset management - investing in assets and asset classes in a prudent but expansive manner in order to maximize investment returns and is principally enabled by limiting the amount of insurance risk we assume in relation to the assets we hold and maintaining required regulatory capital at very strong levels to manage our aggregate risk profile;
+Added: • Legacy underwriting - judiciously building a portfolio of legacy run-off acquisitions and retroactive reinsurance transactions which we believe will produce attractive underwriting returns;
+Added: • Capital management - effectively managing the capital we hold on our balance sheet and when appropriate, repurchasing securities or returning capital to enhance common shareholder returns.
+Added: The returns expected to be produced by each pillar of our strategy are evaluated in relation to our cost of debt capital, which carries a weighted average effective interest rate of 7.6%.
+Added: To the extent our experience or belief indicates we cannot exceed the cost of debt capital, we expect to refrain from activities in those areas.
+Added: As an example, our present assessment of the reinsurance marketplace along with our current operating profile continues to be that the risk-adjusted returns that may be produced via active reinsurance underwriting of new prospective risks are likely to be lower over the long-term than our cost of capital.
+Added: The measures implemented in recent years have allowed us to more flexibly allocate capital to those activities most likely to produce the greatest returns for shareholders, and we are actively engaged in evaluating and deploying funds in all pillars of the strategies as discussed herein.
+Added: We also believe that these areas of strategic focus will enhance our profitability through increased returns, which we believe also increase the likelihood of fully utilizing the significant NOL carryforwards described above which would create additional common shareholder value.
As part of our expanded asset management activities, we have evaluated and continue to consider investing in various initiatives in the insurance industry across a variety of segments which we believe will produce appropriate risk-adjusted returns while maintaining the option to consider underwriting activities in the future.
−Removed: Our capital management strategy is significantly informed by the required capital needed to operate our business in a prudent manner and our ongoing analysis of our loss development trends.
−Removed: Recent trends have increased our confidence in our recorded ultimate losses for our insurance liabilities in run-off, however a prudent assessment dictates that the run-off portfolio still requires additional maturity to fully emerge.
−Removed: While there is no guarantee that these recent loss development trends will persist, as our confidence has increased it has enabled us to pursue continued capital management initiatives, primarily the repurchase of our preference shares, which we believe provide the greatest risk-adjusted returns to our common shareholders.
−Removed: Our current assessment is that losses have continued to stabilize sufficiently to continue our capital management initiatives, although we are careful to approach these strategies in a deliberate fashion.
−Removed: In November 2020, we formed Genesis Legacy Solutions (“GLS”) which specializes in providing a full range of legacy services to small insurance entities, 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 believe these expanded activities will produce a broad range of positive impacts on our financial condition, including current income, longer-term gains and in certain instances, fee income.
+Added: In recent years, we have invested approximately $250.4 million into alternative investments which include equity securities, other investments and equity method investments in a wide variety of asset classes and we believe these activities will exceed that benchmark cost of capital with adjustments as necessary if those returns do not emerge.
+Added: In November 2020, we formed Genesis Legacy Solutions (“GLS”) which specializes in providing a full range of legacy services to small insurance entities, 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 that enable our clients to meet their capital and risk management objectives.
+Added: We acquire legacy liabilities and (re)insurance reserves from companies and provide retroactive reinsurance coverage for portfolios of (re)insurance business, primarily via loss portfolio transfer contracts (“LPT”).
+Added: Additionally, we provide reinsurance contracts to other (re)insurers to mitigate some of their risk of future adverse development (adverse development cover, or “ADC”) on insurance risks relating to prior accident years.
We believe the formation of GLS is highly complementary to our overall longer-term strategy.
−Removed: GLS, along with other recent insurance industry investments, enables us to leverage our knowledge base while not re-entering active underwriting of new risks and maintaining an efficient operating profile.
+Added: and will produce risk-adjusted returns in excess of our debt cost of capital.
+Added: In addition, while we anticipate profitable growth from the GLS portfolio as it develops, we expect our required capital to continue to decline as insurance risk incurred by GLS will be more than offset by the run-off of insurance liabilities from our prior reinsurance strategies.
+Added: GLS, along with other recent insurance industry investments, enables us to leverage our knowledge base while not re-entering active underwriting of new prospective risks and maintaining an efficient operating profile.
We believe GLS not only enhances our profitability through both fee income and effective claims management services, but it will also increase our asset base through the addition of blocks of reserves or companies that can be successfully wound down.
−Removed: Effective October 1, 2021, GLS has completed its first transaction, a loss portfolio transfer transaction which includes an adverse development cover and GLS continues to develop additional opportunities consistent with its business plan.
−Removed: This should further enhance our ability to pursue the asset and capital management pillars of our business strategy.
+Added: Effective October 1, 2021, GLS completed its first loss portfolio transfer transaction which includes an ADC cover.
+Added: GLS and its subsidiaries have completed additional transactions in the first quarter of 2022 and as of March 31, 2022, GLS and its subsidiaries have insurance related liabilities totaling $37.1 million which included total reserves of $29.2 million and deferred gains on retroactive reinsurance of $7.9 million.
+Added: GLS continues to write additional retroactive reinsurance transactions consistent with its business plan.
+Added: In addition to producing returns that exceed the target cost of capital, we expect the business produced through GLS should further enhance our ability to pursue the asset and capital management pillars of our business strategy.
+Added: Our capital management strategy is significantly informed by the required capital needed to operate our business in a prudent manner and our ongoing analysis of our loss development trends.
+Added: Recent trends continue to increase our confidence in our recorded ultimate losses for our insurance liabilities in run-off, however a prudent assessment dictates that the run-off portfolio still requires additional maturity to fully emerge.
+Added: While there is no guarantee that these recent loss development trends will persist, as our confidence has increased it has enabled us to pursue continued capital management initiatives, primarily the repurchase of our preference shares, which we believe provide the greatest risk-adjusted returns to our common shareholders.
+Added: Our current assessment is that losses have continued to stabilize sufficiently to continue the capital management initiatives we initiated in 2020, although we have approached these strategies in a deliberate fashion.
+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 $100.0 million of the Company's preference shares from time to time at market prices in open market purchases or as may be privately negotiated.
+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, of up to $50.0 million of the Company's preference shares from time to time at market prices in open market purchases or as may be privately negotiated.
+Added: The authorizations approved on March 3, 2021 and May 6, 2021 as described above are collectively referred to as "2021 Preference Share Repurchase Program".
+Added: The Company has a remaining authorization of $10.7 million for preference share repurchases at March 31, 2022.
+Added: Please refer to "Notes to Condensed Consolidated Financial Statements - Note 6.
+Added: Shareholders' Equity" under Item 8 "Financial Statements and Supplementary Data" in Part I Item 1.
+Added: "Financial Information" for recent repurchases and further detail on our preference shares.
Our ability to execute our asset and capital management initiatives is dependent on maintaining adequate levels of unrestricted liquidity and cash flows.
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Please refer to the "Liquidity and Capital Resources" section for further information on our asset and capital management activities, in particular our various preference share repurchase measures.
−Removed: COVID-19 Pandemic
−Removed: The continuing COVID-19 global pandemic has caused significant disruption to the economy and financial markets globally, and the full extent of the potential impacts of COVID-19 are not yet known.
−Removed: Circumstances caused by the COVID-19 pandemic are complex, uncertain and rapidly evolving.
−Removed: Our results of operations, financial condition, and liquidity and capital resources 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, we are not currently engaged in active reinsurance underwriting and continue to run off the remaining unearned exposures we have reinsured.
−Removed: Our Swedish and UK insurance operations ("IIS unit") do write limited primary insurance coverage that could be exposed to COVID-19 claims.
−Removed: While we assess our exposure to COVID-19 insurance and reinsurance claims on our existing insurance exposures and remaining reinsurance exposures as limited and immaterial, given the uncertainty surrounding the COVID-19 pandemic and its impact on the insurance industry, our preliminary estimates of loss and loss adjustment expenses ("loss and LAE") and estimates of reinsurance recoverable arising from the COVID-19 pandemic may materially change.
−Removed: Maiden Reinsurance has not received any COVID-19 claims to date but companies within our IIS unit have received a limited number of claims related to those coverages which it deems as immaterial.
−Removed: Unanticipated issues relating to claims and coverage may emerge, which could adversely affect our business by increasing the scope of coverage beyond our intent and/or increasing the frequency and severity of claims.
−Removed: The Company's investment portfolio may be adversely impacted by unfavorable market conditions caused by the COVID-19 pandemic and we and our reinsurance subsidiaries may need additional capital to maintain compliance with regulatory capital requirements and/or be required to post additional collateral under existing reinsurance arrangements, which could reduce our liquidity.
−Removed: In addition, the Company may experience continued volatility in our results of operations which could negatively impact our financial condition and create a reduction in the amount of available distribution or dividend capacity from our regulated reinsurance subsidiaries, which would also reduce our liquidity.
−Removed: Please refer to the " Liquidity and Capital Resources" section for a further discussion of the impact of the COVID-19 pandemic on our liquidity and investment portfolio.
−Removed: Three and Nine Months Ended September 30, 2021 and 2020 Financial Highlights
−Removed: For the Three Months Ended September 30, 2021 2020 Change
+Added: Three Months Ended March 31, 2022 and 2021 Financial Highlights
+Added: For the Three Months Ended March 31, 2022 2021 Change
Summary Consolidated Statement of Income Data (unaudited):
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Net income attributable to common shareholders (2)
+Added: 0.02 0.83 (0.81)
Gain from repurchase of preference securities per common share 0.04 0.73 (0.69)
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Net investment income 6,567 9,841 (3,274)
−Removed: Combined ratio (4)
−Removed: 154.8 % 109.4 % 45.4
Non-GAAP measures:
−Removed: Non-GAAP operating loss (1)
−Removed: $ (3,114) $ (2,313) $ (801)
−Removed: Non-GAAP basic and diluted operating loss per common share (1)
−Removed: (0.04) (0.03) (0.01)
−Removed: Annualized non-GAAP operating return on average common shareholders' equity (1)
−Removed: (4.5) % (5.6) % 1.1
−Removed: For the Nine Months Ended September 30, 2021 2020 Change
−Removed: Summary Consolidated Statement of Income Data (unaudited):
−Removed: ($ in thousands except per share data)
−Removed: Net income $ 14,258 $ 32,235 $ (17,977)
−Removed: Gain from repurchase of preference shares 87,168 — 87,168
−Removed: Net income attributable to Maiden common shareholders 101,426 32,235 69,191
−Removed: Basic and diluted earnings per common share:
−Removed: Net income attributable to Maiden common shareholders (2)
−Removed: 1.17 0.38 0.79
−Removed: Gain from repurchase of preference shares per common share 1.01 — 1.01
−Removed: Gross premiums written 7,865 20,233 (12,368)
−Removed: Net premiums earned 40,106 76,828 (36,722)
−Removed: Underwriting income (loss) (3)
−Removed: 6,377 (308) 6,685
−Removed: Net investment income 24,596 44,959 (20,363)
−Removed: Combined ratio (4)
−Removed: 137.0 % 124.6 % 12.4
−Removed: Non-GAAP measures:
−Removed: Non-GAAP operating earnings (1)
+Added: Non-GAAP operating (loss) earnings (1)
(6,935) 47,301 (54,236)
−Removed: Non-GAAP basic and diluted operating earnings per common share (1)
+Added: Non-GAAP basic and diluted operating (loss) earnings per common share (1)
(0.08) 0.55 (0.63)
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(10.5) % 81.4 % (91.9)
−Removed: September 30, 2021 December 31, 2020 Change
+Added: March 31, 2022 December 31, 2021 Change
Consolidated Financial Condition ($ in thousands except per share data)
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$ 2.99 $ 3.18 $ (0.19)
−Removed: Adjusted Maiden shareholders' equity (10)
+Added: Adjusted shareholders' equity (9)
412,525 434,200 (21,675)
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38.9 % 37.7 % 1.2
−Removed: (1) Non-GAAP operating earnings (loss), non-GAAP operating earnings (loss) per common share, and annualized non-GAAP operating return on average common equity and underwriting income (loss) are non-GAAP financial measures.
+Added: (1) Non-GAAP operating earnings (loss), non-GAAP operating earnings (loss) per common share, and annualized non-GAAP operating return on average common shareholders' equity are non-GAAP financial measures.
See " Key Financial Measures " for additional information.
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See " Key Financial Measures " for additional information.
−Removed: (4) Combined ratio is calculated by adding together the net loss and LAE ratio and the expense ratio.
(4) Total investments and cash and cash equivalents includes both restricted and unrestricted.
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(11) Ratio of debt to adjusted total capital resources is calculated using the total principal amount of debt divided by the sum of adjusted total capital resources.
+Added: (12) Accumulated dividends per common share includes the cumulative sum of dividends declared and paid in the past on the Company's issued common shares since inception.
Key Financial Measures
−Removed: In addition to the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Income and Comprehensive Income, management uses certain key financial measures, some of which are non-GAAP measures, to evaluate the Company's financial performance and the overall growth in value generated for the Company’s common shareholders.
+Added: In addition to our key financial measures presented in accordance with GAAP in the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Income and Comprehensive Income, management uses certain non-GAAP financial measures to evaluate the Company's financial performance and the overall growth in value generated for the Company’s common shareholders.
Management believes that these measures, which may be defined differently by other companies, explain the Company’s results to investors in a manner that allows for a more complete understanding of the underlying trends in the Company’s business.
The non-GAAP measures should not be viewed as a substitute for those determined in accordance with U.S.
−Removed: The calculation of some of these key financial measures including the reconciliation of non-GAAP measures to the nearest GAAP measure and relevant discussions are found within Item 2 - "Management's Discussion and Analysis of Financial Condition and Results of Operations" .
−Removed: These key financial measures are:
−Removed: Non-GAAP operating earnings and non-GAAP diluted operating earnings per common share :
−Removed: Management believes that the use of non-GAAP operating earnings and non-GAAP diluted operating earnings per common share enables investors and other users of the Company’s financial information to analyze its performance in a manner similar to how management analyzes performance.
+Added: The calculation of these key financial measures including the reconciliation of non-GAAP measures to the nearest GAAP measure and relevant discussions are found within Item 2 - "Management's Discussion and Analysis of Financial Condition and Results of Operations" .
+Added: These non-GAAP financial measures are:
+Added: Non-GAAP operating (loss) earnings and non-GAAP diluted operating (loss) earnings per common share :
+Added: Management believes that the use of non-GAAP operating (loss) earnings and non-GAAP diluted operating (loss) earnings per common share enables investors and other users of the Company’s financial information to analyze its performance in a manner similar to how management analyzes performance.
Management also believes that these measures generally follow industry practice therefore allowing the users of financial information to compare the Company’s performance with its industry peer group, and that the equity analysts and certain rating agencies which follow the Company, and the insurance industry as a whole, generally exclude these items from their analyses for the same reasons.
−Removed: Non-GAAP operating earnings should not be viewed as a substitute for U.S.
+Added: Non-GAAP operating (loss) earnings should not be viewed as a substitute for U.S.
GAAP net income.
−Removed: Non-GAAP operating earnings is an internal performance measure used by management as these measures focus on the underlying fundamentals of the Company's operations by excluding, on a recurring basis:
+Added: Non-GAAP operating (loss) earnings is an internal performance measure used by management as these measures focus on the underlying fundamentals of the Company's operations by excluding, on a recurring basis:
(1) net realized gains or losses on investment;
−Removed: (2) total other-than-temporary impairment ("OTTI") losses;
(2) foreign exchange and other gains or losses;
−Removed: (4) the portion of favorable or unfavorable prior year reserve development for which we have ceded the risk under retroactive reinsurance agreements and related changes in amortization of the deferred gain liability;
+Added: (3) the portion of favorable or unfavorable prior year reserve development for which we have ceded the risk under the LPT/ADC Agreement;
and (4) interest in income of equity method investments.
−Removed: We have excluded net realized gains on investment, OTTI losses, interest in income of equity method investments and foreign exchange and other gains as we believe these are influenced by market opportunities and other factors.
−Removed: We do not believe that ceded risks under retroactive reinsurance agreements are representative of our ongoing and future business.
−Removed: We believe all of these amounts are substantially independent of our business and any potential future underwriting process, therefore, including them would distort the analysis of underlying trends in our operations.
+Added: We have excluded net realized gains on investment, interest in income of equity method investments and foreign exchange and other gains as we believe these are influenced by market opportunities and other factors.
+Added: We do not believe that ceded risks under the LPT/ADC Agreement are representative of our ongoing and future business which are different to retroactive reinsurance risks written by GLS that are representative of our ongoing and future business.
+Added: We believe all of these amounts are substantially independent of our business and any potential future underwriting process, and therefore including them would distort the analysis of underlying trends in our operations.
Underwriting income (loss) is a non-GAAP measure and is calculated as net premiums earned plus other insurance revenue less net loss and LAE, commission and other acquisition expenses and general and administrative expenses directly related to underwriting activities.
5 unchanged sentences
"Financial Statements" of this Quarterly Report on Form 10-Q.
−Removed: Combined ratio is commonly used in the insurance and reinsurance industry in conjunction with underwriting income (loss) as a measure of underwriting profitability.
−Removed: Management measures underwriting results on an overall basis and for each segment on the basis of the combined ratio.
−Removed: The combined ratio is the sum of the net loss and LAE ratio and the expense ratio and the computations of each component are described below.
−Removed: A combined ratio under 100% indicates underwriting profitability, as the net loss and LAE, commission and other acquisition expenses and general and administrative expenses are less than the net premiums earned and other insurance revenue on that business.
−Removed: While the Company has continued to utilize this non-GAAP measure in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2021, it is important to note that as the run-off of our reinsurance portfolios progresses, such ratios may increasingly be of less value to readers as they evaluate the financial results of the Company, particularly compared to historical data.
−Removed: Please refer to " Notes to Condensed Consolidated Financial Statements (unaudited) Note 3.
−Removed: Segment Information " under Item 1.
−Removed: "Financial Statements" of this Quarterly Report on Form 10-Q for further details.
−Removed: While an important metric of success, underwriting income (loss) and combined ratio do not reflect all components of profitability, as they do not recognize the impact of investment income earned on premiums between the time premiums are received and the time loss payments are ultimately paid to clients.
−Removed: Because we do not manage our cash and investments by segment, investment income and interest expense are not allocated to the reportable segments.
+Added: The Company no longer presents certain non-GAAP measures such as combined ratio and its related components in this Quarterly Report on Form 10-Q for the three months ended March 31, 2022, as it believes that as the run-off of our reinsurance portfolios progresses, such ratios are increasingly not meaningful and of less value to readers as they evaluate the financial results of the Company, particularly compared to historical data.
+Added: While an important metric of success, underwriting income (loss) does not reflect all components of profitability, as it does not recognize the impact of investment income earned on premiums between the time premiums are received and the time loss payments are ultimately paid to clients.
+Added: Because we do not manage our cash and investments by segment, investment income
+Added: and interest expense are not allocated to the reportable segments.
Certain general and administrative expenses are generally allocated to segments based on actual costs incurred.
−Removed: The " net loss and LAE ratio " is derived by dividing net loss and LAE by the sum of net premiums earned and other insurance revenue.
−Removed: The " commission and other acquisition expense ratio " is derived by dividing commission and other acquisition expenses by the sum of net premiums earned and other insurance revenue.
−Removed: The " general and administrative expense ratio " is derived by dividing general and administrative expenses by the sum of net premiums earned and other insurance revenue.
−Removed: The " expense ratio " is the sum of the commission and other acquisition expense ratio and the general and administrative expense ratio.
Non-GAAP Operating Return on Average Adjusted Common Equity ("Non-GAAP Operating ROACE"):
3 unchanged sentences
Book value per common share and diluted book value per common share are non-GAAP measures.
−Removed: Management uses growth in both of these metrics as a prime measure
−Removed: of the value we are generating for our common shareholders, because management believes that growth in each metric ultimately results in growth in the Company’s common share price.
+Added: Management uses growth in both of these metrics as a prime measure of the value we are generating for our common shareholders, because management believes that growth in each metric ultimately results in growth in the Company’s common share price.
These metrics are impacted by the Company’s net income and external factors, such as interest rates, which can drive changes in unrealized gains or losses on our fixed income investment portfolio, as well as common or preference share repurchases.
2 unchanged sentences
This measure is calculated using the total principal amount of debt divided by the sum of total capital resources.
−Removed: Non-GAAP underwriting income (loss), Non-GAAP loss and LAE ratio, and Non-GAAP combined ratio:
−Removed: Management has further adjusted underwriting loss, as defined above, as well as the reported loss and LAE ratios and reported combined ratios by excluding the portion of favorable or unfavorable prior year reserve development for which we have ceded the risk under retroactive reinsurance agreements such as the LPT/ADC Agreement.
+Added: Non-GAAP underwriting income (loss):
+Added: Management has further adjusted underwriting income (loss), as defined above, by excluding the portion of favorable or unfavorable prior year reserve development for which we have ceded the risk under retroactive reinsurance agreements such as the LPT/ADC Agreement.
These losses are estimated to be fully recoverable from Cavello and management believes adjusting for this development shows the ultimate economic benefit of the LPT/ADC Agreement on our underwriting results.
2 unchanged sentences
Management has adjusted GAAP shareholders' equity by adding the following items to shareholders' equity:
−Removed: 1) the unamortized deferred gain on retroactive reinsurance arising from the LPT/ADC Agreement;
+Added: 1) unamortized deferred gain on ceded retroactive reinsurance under the LPT/ADC Agreement;
and 2) an adjustment which reflects the equity accounting related to the fair value of certain hedged liabilities within an equity method investment held by the Company wherein the ultimate realizable value of the asset supporting the hedged liabilities cannot currently be recognized at fair value ("LP Investment Adjustment").
−Removed: The unamortized deferred gain on retroactive reinsurance arising from the LPT/ADC Agreement includes the aggregate impact of:
+Added: The unamortized deferred gain on ceded retroactive reinsurance under the LPT/ADC Agreement includes the aggregate impact of:
1) cumulative increases to losses incurred prior to December 31, 2018 for which we have ceded the risk under the LPT/ADC Agreement;
and 2) changes in estimated ultimate losses for certain workers' compensation reserves previously commuted by the Company to AmTrust which are subject to specific terms and conditions pursuant to the LPT/ADC Agreement.
−Removed: As a result, by virtue of these adjustments, management has also adjusted Total Capital Resources and computed the Ratio of Debt to Adjusted Capital Resources and Adjusted Book Value per Common Share.
−Removed: The deferred gain liability represents amounts estimated to be fully recoverable from Cavello and management believes adjusting for this shows the ultimate economic benefit of the LPT/ADC Agreement.
−Removed: The LP Investment Adjustment reflects the fair value of the assets not presently able to be recognized currently.
−Removed: We believe reflecting the economic benefit of both items is helpful to understand future trends in our operations, which will improve the Company's shareholders' equity over the settlement or contract periods, respectively.
+Added: As a result, by virtue of this adjustment, management has also adjusted Total Capital Resources and computed the Ratio of Debt to Adjusted Capital Resources and Adjusted Book Value per Common Share.
+Added: The deferred gain liability on retroactive reinsurance under the LPT/ADC Agreement represents loss reserves estimated to be fully recoverable from Cavello and management believes adjusting for this shows the ultimate economic benefit of the LPT/ADC Agreement.
+Added: We believe reflecting the economic benefit of this non-recurring retroactive reinsurance agreement is helpful to understand future trends in our operations, which will improve the Company's shareholders' equity over the settlement or contract periods, respectively.
+Added: Alternative investments is the total of the Company's holdings of equity securities, other investments and equity method investments as reported on the Company's Condensed Consolidated Balance Sheets.
Certain Operating Measures
7 unchanged sentences
Results of Operations
−Removed: The following table sets forth our selected unaudited Condensed Consolidated Statement of Income data for the three and nine months ended September 30, 2021 and 2020:
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
+Added: The following table sets forth our selected unaudited Condensed Consolidated Statement of Income data for the three months ended March 31, 2022 and 2021:
+Added: For the Three Months Ended March 31,
($ in thousands) 2022 2021
6 unchanged sentences
Other insurance revenue
−Removed: 138 261 946 919
Net loss and LAE
9 unchanged sentences
Net investment income
−Removed: 7,477 12,686 24,596 44,959
−Removed: Net realized (losses) gains on investment (937) 4,287 8,013 24,200
−Removed: Total other-than-temporary impairment losses
−Removed: — (962) — (2,468)
−Removed: Foreign exchange and other gains (losses) 4,116 (6,536) 6,070 (634)
+Added: Net realized and unrealized gains on investment 2,309 8,101
+Added: Foreign exchange and other gains 3,949 3,542
Interest and amortization expenses (4,832) (4,831)
−Removed: Income tax benefit (expense) 155 (17) 363 (14)
−Removed: Interest in (loss) income of equity method investments (810) (154) 4,912 (154)
+Added: Income tax expense (1,255) (49)
+Added: Interest in income of equity method investments 1,271 2,947
Net (loss) income (1,949) 9,286
1 unchanged sentence
Net income available to Maiden common shareholders $ 1,594 $ 71,736
−Removed: Net loss and LAE ratio (3)
−Removed: 69.3 % 36.9 % 18.4 % 52.9 %
−Removed: Commission and other acquisition expense ratio (4)
−Removed: 41.6 % 39.3 % 46.6 % 38.3 %
−Removed: General and administrative expense ratio (5)
−Removed: 43.9 % 33.2 % 72.0 % 33.4 %
−Removed: Expense ratio (6)
−Removed: 85.5 % 72.5 % 118.6 % 71.7 %
−Removed: Combined ratio (7)
−Removed: 154.8 % 109.4 % 137.0 % 124.6 %
(1) Underwriting related general and administrative expenses is a non-GAAP measure.
1 unchanged sentence
(2) Underwriting income (loss) is a non-GAAP measure and is calculated as net premiums earned plus other insurance revenue less net loss and LAE, commission and other acquisition expenses and general and administrative expenses directly related to underwriting activities.
−Removed: (3) Calculated by dividing net loss and LAE by the sum of net premiums earned and other insurance revenue.
−Removed: (4) Calculated by dividing commission and other acquisition expenses by the sum of net premiums earned and other insurance revenue.
−Removed: (5) Calculated by dividing general and administrative expenses by the sum of net premiums earned and other insurance revenue.
−Removed: (6) Calculated by adding together commission and other acquisition expense ratio and general and administrative expense ratio.
−Removed: (7) Calculated by adding together net loss and LAE ratio and the expense ratio.
−Removed: Net income available to Maiden common shareholders for the three months ended September 30, 2021 was $2.9 million compared to $2.2 million for the same period in 2020.
−Removed: The net improvement in results for the three months ended September 30, 2021 compared to the same period in 2020 was primarily due to the gain from repurchase of our preference shares of $6.0 million for the three months ended September 30, 2021.
−Removed: Excluding the gain on the repurchase of our preference shares, net loss for the three months ended September 30, 2021 was $3.1 million compared to net income of $2.2 million for the same period in 2020.
−Removed: The most significant items affecting our financial performance during the third quarter of 2021 on a comparative basis to the third quarter of 2020 included:
−Removed: • underwriting loss of $3.6 million for the three months ended September 30, 2021 compared to underwriting income of $3.4 million in the same period in 2020.
−Removed: The deterioration in underwriting loss was largely due to:
−Removed: ◦ an underwriting loss of $9.0 million for the three months ended September 30, 2021 on a current accident year basis compared to an underwriting loss of $3.8 million for the same period in 2020 on a current accident year basis, due primarily to higher loss ratios on the run-off of unearned premium for terminated reinsurance contracts in the AmTrust segment;
−Removed: which was partially offset by:
−Removed: ◦ favorable prior year loss development of $5.4 million or 35.3 percentage points in the third quarter of 2021 compared to favorable prior year loss development of $7.2 million or 29.5 percentage points during the same period in 2020.
−Removed: This was primarily generated by favorable prior year loss development in the AmTrust Reinsurance segment in the third quarter of 2021;
−Removed: • corporate general and administrative expenses decreased to $4.7 million for the three months ended September 30, 2021 compared to $5.7 million for the same period in 2020 due to lower staff related costs;
−Removed: • net investment income decreased to $7.5 million for the three months ended September 30, 2021 compared to investment income of $12.7 million for the same period in 2020 primarily due to the decline in average fixed income assets of 27.5%;
−Removed: • realized and unrealized losses on investment were $0.9 million for the three months ended September 30, 2021 compared to net realized gains of $4.3 million for the same period in 2020;
−Removed: • net foreign exchange and other gains amounted to $4.1 million during the three months ended September 30, 2021, compared to net foreign exchange and other losses of $6.5 million for the same period in 2020;
−Removed: • interest in loss of equity method investments was $0.8 million for the three months ended September 30, 2021 compared to interest in loss of equity method investments of $0.2 million for the same period in 2020.
−Removed: Net income available to Maiden common shareholders for the nine months ended September 30, 2021 was $101.4 million compared to a net income of $32.2 million for the same period in 2020.
−Removed: The net improvement in our results for the nine months ended September 30, 2021 compared to the same period in 2020 was primarily due to the gain from repurchase of our preference shares of $87.2 million for the nine months ended September 30, 2021.
−Removed: Excluding the gain on the repurchase of our preference shares, net income for the nine months ended September 30, 2021 was $14.3 million compared to net income of $32.2 million for the same period in 2020.
−Removed: The most significant items affecting our financial performance during the nine months ended September 30, 2021 on a comparative basis to the same period in 2020 included:
−Removed: • underwriting income of $6.4 million for the nine months ended September 30, 2021 compared to an underwriting loss of $0.3 million during the nine months ended September 30, 2020.
−Removed: The improvement in underwriting income was largely due to:
−Removed: ◦ favorable prior year loss development of $23.7 million or 57.8 percentage points for the nine months ended September 30, 2021 compared to favorable prior year loss development of $7.8 million or 10.1 percentage points for the same period in 2020 which were incurred primarily in the AmTrust Reinsurance segment for each respective period.
−Removed: This was partially offset by:
−Removed: ◦ an underwriting loss of $17.3 million for the nine months ended September 30, 2021 on a current accident year basis compared to an underwriting loss of $8.1 million for the same period in 2020 on a current accident year basis, due primarily to higher loss ratios on the run-off of unearned premium for terminated reinsurance contracts in the AmTrust Reinsurance segment along with higher expense ratios caused by a significant decrease in earned premium.
−Removed: • no investment impairment losses for the nine months ended September 30, 2021 compared to $2.5 million in 2020;
−Removed: • net investment income decreased to $24.6 million for the nine months ended September 30, 2021 compared to $45.0 million for the same period in 2020, primarily due to the decline in average fixed income assets of 25.8%;
−Removed: • realized and unrealized gains on investment decreased to $8.0 million for the nine months ended September 30, 2021 compared to $24.2 million for the same period in 2020;
−Removed: • corporate general and administrative expenses increased to $21.6 million for the nine months ended September 30, 2021 compared to $18.9 million for the same period in 2020 due to higher incentive compensation costs incurred;
−Removed: • foreign exchange and other gains increased to $6.1 million for the nine months ended September 30, 2021 compared to foreign exchange and other losses of $0.6 million for the same period in 2020;
−Removed: • interest in income of equity method investments of $4.9 million for the nine months ended September 30, 2021 compared to an interest in loss of equity method investments of $0.2 million for the same period in 2020.
+Added: (3) The Company no longer presents certain non-GAAP measures such as combined ratio and its related components in its results of operation, as it believes that as the run-off of its reinsurance portfolios progresses, such ratios are increasingly not meaningful and of less value to readers as they evaluate our financial results.
+Added: Net income available to Maiden common shareholders for the three months ended March 31, 2022 was $1.6 million compared to $71.7 million for the same period in 2021.
+Added: The net decrease in results for the three months ended March 31, 2022 compared to the same period in 2021 was primarily due to the gain from repurchase of our preference shares which was $3.5 million for the three months ended March 31, 2022 compared to $62.5 million for the same period in 2021.
+Added: Excluding the gain on the repurchase of our preference shares, net loss for the three months ended March 31, 2022 was $1.9 million compared to net income of $9.3 million for the same period in 2021.
+Added: The decrease in results as adjusted during the first quarter of 2022 compared to the first quarter of 2021 was primarily due to:
+Added: • underwriting loss of $1.7 million for the three months ended March 31, 2022 compared to underwriting income of $1.6 million in the same period in 2021 largely due to:
+Added: ◦ significantly higher than expected negative premium adjustments in the AmTrust Reinsurance segment related to adjustments for estimated surcharges on Workers' Compensation policies and inuring AmTrust reinsurance for certain programs in Specialty Risk and Extended Warranty cessions (collectively the "AmTrust Cession Adjustments" which are discussed in greater detail in the AmTrust Reinsurance segment), net of commission and loss adjustments, which contributed an underwriting loss of $5.1 million to our reported results for the three months ended March 31, 2022;
+Added: ◦ excluding the AmTrust Cession Adjustments, the Company had underwriting income of $3.4 million for the three months ended March 31, 2022 compared to underwriting income of $1.6 million for the same period in 2021 which consisted of the following:
+Added: ◦ favorable prior year loss development of $2.2 million in the first quarter of 2022 (adjusted for the AmTrust Cession Adjustments) compared to favorable prior year loss development of $5.6 million during the same period in 2021;
+Added: ◦ on a current accident year basis, underwriting income of $1.2 million for the three months ended March 31, 2022 compared to an underwriting loss of $4.0 million for the same period in 2021.
+Added: • total income from investment activities were $10.1 million for the three months ended March 31, 2022 compared to $20.9 million for the same period in 2021 which was comprised of:
+Added: ◦ net investment income decreased to $6.6 million for the three months ended March 31, 2022 compared to $9.8 million for the same period in 2021 primarily due to the decline in average fixed income assets of 29.6%;
+Added: ◦ realized and unrealized gains on investment were $2.3 million for the three months ended March 31, 2022 compared to net realized gains of $8.1 million for the same period in 2021;
+Added: ◦ interest in income of equity method investments was $1.3 million for the three months ended March 31, 2022 compared to $2.9 million for the same period in 2021.
+Added: • corporate general and administrative expenses decreased to $8.3 million for the three months ended March 31, 2022 compared to $11.8 million for the same period in 2021 due to lower equity-based incentive compensation costs for employees;
+Added: • foreign exchange and other gains increased to $3.9 million for the three months ended March 31, 2022, compared to $3.5 million for the same period in 2021.
Net Premiums Written
−Removed: The tables below compare net premiums written by our reportable segments, reconciled to the total consolidated net premiums written for the three and nine months ended September 30, 2021 and 2020:
−Removed: For the Three Months Ended September 30, 2021 2020 Change in
−Removed: ($ in thousands) Total Total $ %
−Removed: Diversified Reinsurance
−Removed: $ 5,816 $ 8,666 $ (2,850) (32.9) %
−Removed: AmTrust Reinsurance 1,137 (5,635) 6,772 (120.2) %
−Removed: Total $ 6,953 $ 3,031 $ 3,922 129.4 %
−Removed: For the Nine Months Ended September 30, 2021 2020 Change in
+Added: The table below compares net premiums written by our reportable segments, reconciled to the total consolidated net premiums written for the three months ended March 31, 2022 and 2021:
+Added: For the Three Months Ended March 31, 2022 2021 Change in
($ in thousands) Total Total $
3 unchanged sentences
Total $ (10,323) $ (2,696) $ (7,627)
−Removed: Net premiums written for the three and nine months ended September 30, 2021 increased to $7.0 million and decreased to $7.5 million, respectively, compared to net premiums written of $3.0 million and $17.5 million in the same respective periods in 2020 due to:
−Removed: • Premiums written in the Diversified Reinsurance segment decreased by $2.9 million or 32.9% and $17.0 million or 61.6% for the three and nine months ended September 30, 2021 compared to the same respective periods in 2020 largely due to the return of unearned premiums after the non-renewal of the German Auto Programs reinsurance contract in our IIS business on January 1, 2021.
−Removed: • There were negligible written premiums within the AmTrust Reinsurance segment due to the termination of both the AmTrust Quota Share and the European Hospital Liability Quota Share effective January 1, 2019.
−Removed: Negative premiums for the nine months ended September 30, 2021 were mainly due to premium adjustments on Small Commercial Business policies.
+Added: Net premiums written for the three months ended March 31, 2022 decreased to $(10.3) million compared to net premiums written of $(2.7) million for the same period in 2021 due to:
+Added: • Premiums written in the Diversified Reinsurance segment increased by $4.8 million for the three months ended March 31, 2022 compared to the same period in 2021 largely due to the prior year return of unearned premiums after the non-renewal of the German Auto Programs reinsurance contract in our IIS business on January 1, 2021.
+Added: • The negative written premiums are primarily related to the AmTrust Cession Adjustments in the AmTrust Reinsurance segment for the three months ended March 31, 2022.
Please refer to the analysis below of our Diversified Reinsurance and AmTrust Reinsurance segments for further details.
Net Premiums Earned
−Removed: Net premiums earned decreased by $9.3 million or 38.2% and $36.7 million or 47.8% for the three and nine months ended September 30, 2021, respectively, compared to the same respective periods in 2020.
−Removed: The tables below compare net premiums earned by our reportable segments, reconciled to the total consolidated net premiums earned, for the three and nine months ended September 30, 2021 and 2020:
−Removed: For the Three Months Ended September 30, 2021 2020 Change in
−Removed: ($ in thousands) Total % of Total Total % of Total $ %
−Removed: Diversified Reinsurance
−Removed: $ 7,521 50.0 % $ 11,323 46.6 % $ (3,802) (33.6) %
−Removed: AmTrust Quota Share Reinsurance
−Removed: 7,509 50.0 % 12,982 53.4 % (5,473) (42.2) %
−Removed: $ 15,030 100.0 % $ 24,305 100.0 % $ (9,275) (38.2) %
−Removed: For the Nine Months Ended September 30, 2021 2020 Change in
−Removed: ($ in thousands) Total % of Total Total % of Total $ %
+Added: Net premiums earned decreased by $10.6 million or 90.5% for the three months ended March 31, 2022 compared to the same period in 2021.
+Added: The table below compares net premiums earned by our reportable segments, reconciled to the total consolidated net premiums earned, for the three months ended March 31, 2022 and 2021:
+Added: For the Three Months Ended March 31, 2022 2021 Change in
+Added: ($ in thousands) Total Total $
Diversified Reinsurance
3 unchanged sentences
$ 1,122 $ 11,764 $ (10,642)
−Removed: Net premiums earned in the AmTrust Reinsurance segment for the three and nine months ended September 30, 2021 decreased by $5.5 million or 42.2% and $22.1 million or 53.2%, respectively, compared to the same respective periods in 2020 due to termination of the AmTrust Quota Share and European Hospital Liability Quota Share effective January 1, 2019.
+Added: Net premiums earned in the AmTrust Reinsurance segment for the three months ended March 31, 2022 decreased by $10.4 million compared to the same period in 2021 primarily due to the AmTrust Cession Adjustment s .
Please refer to the analysis of our AmTrust Reinsurance segment for further discussion.
−Removed: Net premiums earned in our Diversified Reinsurance segment for the three and nine months ended September 30, 2021 decreased by $3.8 million or 33.6% and $14.7 million or 41.4%, respectively, compared to the same respective periods in 2020
−Removed: due to the German Auto programs quota share reinsurance contract which went into run-off on January 1, 2021 in our IIS business.
+Added: Net premiums earned in the Diversified Reinsurance segment for the three months ended March 31, 2022 decreased by $0.3 million or 4.6% compared to the same period in 2021 largely due to the German Auto programs quota share reinsurance contract which went into run-off on January 1, 2021 in our IIS business.
Please refer to the analysis of our Diversified Reinsurance segment for further discussion.
3 unchanged sentences
Net Investment Income
−Removed: Total net investment income decreased by $5.2 million or 41.1% and $20.4 million or 45.3% for the three and nine months ended September 30, 2021, respectively, compared to the same respective periods in 2020 largely due to the decline in average aggregate fixed income assets of 27.5% and 25.8% in those same respective periods.
−Removed: The decline in fixed income assets is driven by the cessation of active reinsurance underwriting which have materially reduced our revenues, resulting in significant negative operating cash flows as we run-off our existing reinsurance liabilities.
−Removed: In addition, during 2021, our investment expenses associated with our alternative investments have increased compared to 2020 due to the additional time and expertise required to manage these investments.
−Removed: Net investment income decreased partly due to the decline in annualized average book yields to 1.9% and 1.9% for the three and nine months ended September 30, 2021, respectively, compared to 2.1% and 2.4% for the three and nine months ended September 30, 2020, respectively, which was the result of both lower interest rates and shorter duration of assets in our fixed income portfolios.
−Removed: The following table details our average aggregate fixed income assets (at cost) and annualized investment book yield for the three and nine months ended September 30, 2021 and 2020:
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
+Added: Total net investment income decreased by $3.3 million or 33.3% for the three months ended March 31, 2022 compared to the same period in 2021 primarily due to the decline in average aggregate fixed income assets of 29.6%.
+Added: The decline in fixed income assets is driven by the cessation of active reinsurance underwriting on prospective risks which has materially reduced our revenues, resulting in significant negative operating cash flows as we run-off our existing reinsurance liabilities.
+Added: Net investment income decreased partly due to the decline in annualized average book yields to 1.7% for the three months ended March 31, 2022 compared to 2.0% for the three months ended March 31, 2021, which was the result of both lower interest rates and shorter duration of assets in our fixed income portfolios.
+Added: The following table details our average aggregate fixed income assets (at cost) and annualized investment book yield for the three months ended March 31, 2022 and 2021:
+Added: For the Three Months Ended March 31,
($ in thousands) 2022 2021
6 unchanged sentences
Net Realized and Unrealized Gains on Investment
−Removed: Net realized and unrealized losses on investment of $0.9 million and net realized and unrealized gains on investment of $8.0 million were recognized for the three and nine months ended September 30, 2021, respectively, compared to net realized gains of $4.3 million and $24.2 million for the same respective periods in 2020.
−Removed: Net realized and unrealized losses and gains for the three and nine months ended September 30, 2021 included the recognition of $3.0 million in unrealized losses and $0.9 million in unrealized gains, respectively, related to an investment in an insurtech start-up company that was acquired by a special purpose acquisition company.
−Removed: In addition, realized gains for the three and nine months ended September 30, 2021 and 2020 reflect sales of corporate bonds for the settlement of claim payments to AmTrust.
−Removed: Net Impairment Losses Recognized in Earnings
−Removed: The Company did not recognize any OTTI losses on its fixed maturity portfolio for the three and nine months ended September 30, 2021.
−Removed: There were $1.0 million and $2.5 million of OTTI losses recorded on two and four fixed maturity securities for the three and nine months ended September 30, 2020, respectively.
−Removed: Interest in (Loss) Income of Equity Method Investments
−Removed: The Company recognized interest in loss of equity method investments of $0.8 million and interest in income of equity method investments of $4.9 million for the three and nine months ended September 30, 2021, respectively, compared to interest in loss of equity method investments of $0.2 million for the three and nine months ended September 30, 2020.
−Removed: The equity method investments mainly include hedge fund investments of $31.2 million and real estate investments of $42.6 million.
−Removed: The following table shows our interest in the (loss) income from equity method investments for the three and nine months ended September 30, 2021 and 2020:
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
+Added: Net realized and unrealized gains on investment of $2.3 million were recognized for the three months ended March 31, 2022, compared to net realized and unrealized gains of $8.1 million for the same period in 2021.
+Added: Net realized and unrealized gains for the three months ended March 31, 2021 included the recognition of $4.5 million in unrealized gains related to an investment in an insurtech start-up company that was acquired by a special purpose acquisition company.
+Added: In addition, realized gains for the three months ended March 31, 2022 and 2021 primarily reflect sales of corporate bonds for the settlement of claim payments to AmTrust.
+Added: Interest in Income of Equity Method Investments
+Added: The Company had interest in income of equity method investments of $1.3 million for the three months ended March 31, 2022 compared to interest in income of equity method investments of $2.9 million for the three months ended March 31, 2021.
+Added: Equity method investments consist of hedge fund investments of $32.9 million, real estate investments of $52.2 million and other investments of $8.2 million as of March 31, 2022.
+Added: The following table details our interest in the income from equity method investments for the three months ended March 31, 2022 and 2021:
+Added: For the Three Months Ended March 31,
($ in thousands) 2022 2021
1 unchanged sentence
Other investments 1,339 1,257
−Removed: Interest in (loss) income from equity method investments $ (810) $ (154) $ 4,912 $ (154)
+Added: Interest in income from equity method investments $ 1,271 $ 2,947
Net Loss and LAE
−Removed: Net loss and LAE increased by $1.4 million and decreased by $33.6 million during the three and nine months ended September 30, 2021, respectively, compared to the same respective periods in 2020 as our reinsurance liabilities continue to run off, along with favorable prior year reserve development of $5.4 million and $23.7 million for the three and nine months ended September 30, 2021, respectively.
−Removed: The loss ratio for the third quarter of 2021 was impacted by net favorable prior year reserve development of $5.4 million or 35.3 percentage points compared to net favorable prior year reserve development of $7.2 million or 29.5 percentage points during the same period in 2020.
−Removed: The development was primarily generated within the AmTrust Reinsurance segment.
−Removed: The loss ratio for the nine months ended September 30, 2021 was impacted by net favorable prior year reserve development of $23.7 million or 57.8 percentage points compared to net favorable prior year reserve development of $7.8 million or 10.1 percentage points during the same period in 2020.
−Removed: The prior year development was primarily within the AmTrust Reinsurance segment and is discussed in greater detail in the individual segment discussion and analysis.
−Removed: The net loss and LAE ratios increased to 69.3% and decreased to 18.4% for the three and nine months ended September 30, 2021, respectively, compared to 36.9% and 52.9% for the same respective periods in 2020.
−Removed: The increased loss ratio for the third quarter of 2021 was due to higher current underwriting year loss ratios associated with the run-off of unearned premium for terminated reinsurance contracts within the AmTrust Reinsurance segment.
−Removed: The decreased loss ratio for the nine months ended September 30, 2021 was largely due to significant favorable prior year loss experience in the AmTrust Reinsurance segment.
+Added: Net loss and LAE decreased by $4.6 million during the three months ended March 31, 2022 compared to the same period in 2021 due to favorable prior year loss development experienced in both of our reportable segments.
+Added: The cessation of active reinsurance underwriting on prospective risks included the termination of the AmTrust Quota Share and European Hospital Liability Quota Share effective January 1, 2019.
+Added: Net loss and LAE for the first quarter of 2022 was impacted by net favorable prior year reserve development of $7.3 million compared to net favorable prior year reserve development of $5.6 million for the same period in 2021.
+Added: The favorable loss development for the first quarter of 2022 and 2021 is discussed in greater detail in the individual segment discussion and analysis and is primarily associated with run-off of unearned premium for terminated reinsurance contracts in the AmTrust Reinsurance and Diversified Reinsurance segments.
Commission and Other Acquisition Expenses
−Removed: Commission and other acquisition expenses decreased by $3.3 million or 34.6% and $10.6 million or 35.7% for the three and nine months ended September 30, 2021, respectively, compared to the same respective periods in 2020.
−Removed: The commission and other acquisition expense ratio increased to 41.6% and 46.6% for the three and nine months ended September 30, 2021, respectively, compared to 39.3% and 38.3% for the respective periods in 2020 largely due to a change in mix of premiums written in our Diversified Reinsurance segment.
+Added: Commission and other acquisition expenses decreased by $3.4 million or 57.5% for the three months ended March 31, 2022 compared to the same period in 2021 largely due to negative earned premiums in the AmTrust Reinsurance segment which reduced commission costs due to the AmTrust Cession Adjustments.
+Added: Please see further discussion in the individual segment analysis below.
General and Administrative Expenses
General and administrative expenses include both segment and corporate expenses segregated for analytical purposes as a component of underwriting income.
−Removed: Total general and administrative expenses decreased by $1.5 million or 18.5% and increased by $3.6 million or 13.8% for the three and nine months ended September 30, 2021, respectively, compared to the same respective periods in 2020.
−Removed: Corporate general and administrative expenses for the three and nine months ended September 30, 2021 decreased by $1.1 million or 18.4% and increased by $2.7 million or 14.5% compared to the same respective periods in 2020.
−Removed: The $2.7 million increase in corporate expenses for the nine months ended September 30, 2021 compared to the same respective period in 2020 was due to higher discretionary equity-based and cash incentive staff compensation and higher professional fees incurred in 2021.
−Removed: General and administrative expenses for the three and nine months ended September 30, 2021 and 2020 were comprised of:
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
+Added: Total general and administrative expenses decreased by $3.1 million or 22.2% for the three months ended March 31, 2022 compared to the same period in 2021 largely due to lower equity-based incentive compensation paid to employees.
+Added: Excluding discretionary cash and equity-based incentive compensation expenses which are typically recorded in the first quarter of the calendar year, operating expenses were $6.5 million in the three months ended March 31, 2022 or 18.8% lower compared to $8.0 million for the same period in 2021.
+Added: General and administrative expenses for the three months ended March 31, 2022 and 2021 were comprised of:
+Added: For the Three Months Ended March 31,
($ in thousands) 2022 2021
2 unchanged sentences
General and administrative expenses – corporate
−Removed: 4,660 5,712 21,578 18,853
Total general and administrative expenses
$ 10,886 $ 13,997
−Removed: The Company incurred operating expenses of $0.1 million and $3.0 million during the three and nine months ended September 30, 2021, respectively, that are not considered part of our ongoing business operations, and which are largely related to accelerated depreciation for fixed assets connected with the termination of our principal office lease in Bermuda as well as salary and related costs associated with headcount reductions and certain regulatory costs in our international operations.
+Added: The Company incurred operating expenses of $0.4 million during the three months ended March 31, 2022 that are not considered part of our ongoing business operations, which are salary and related costs associated with headcount reductions.
Interest and Amortization Expenses
−Removed: The interest and amortization expenses related to the outstanding senior notes issued by Maiden Holdings in 2016 and Maiden NA in 2013 ("Senior Notes") were $4.8 million and $14.5 million for the three and nine months ended September 30, 2021 and 2020, respectively.
+Added: The interest and amortization expenses related to the outstanding senior notes issued by Maiden Holdings in 2016 and Maiden NA in 2013 ("Senior Notes") were $4.8 million for the three months ended March 31, 2022 and 2021.
Please refer to " Notes to Condensed Consolidated Financial Statements (unaudited) Note 7.
Long Term Debt " for further details on the Senior Notes.
−Removed: The weighted average effective interest rate for the Senior Notes was 7.6% for the three and nine months ended September 30, 2021 and 2020, respectively.
−Removed: Foreign Exchange and Other Gains (Losses)
−Removed: Net foreign exchange and other gains amounted to $4.1 million and $6.1 million during the three and nine months ended September 30, 2021, respectively, compared to net foreign exchange and other losses of $6.5 million and $0.6 million for the same respective periods in 2020.
−Removed: Net foreign exchange gains of $4.1 million and $6.3 million for the three and nine months ended September 30, 2021, respectively, were attributable to the strengthening of the U.S.
−Removed: dollar on the re-measurement of net loss reserves and insurance related liabilities denominated in British pound and euro.
−Removed: Net foreign exchange losses of $6.5 million and $0.2 million occurred during the three and nine months ended September 30, 2020, respectively, due to the weakening of the U.S.
+Added: The weighted average effective interest rate for the Senior Notes was 7.6% for the three months ended March 31, 2022 and 2021, respectively.
+Added: Foreign Exchange and Other Gains
+Added: Net foreign exchange and other gains amounted to $3.9 million during the three months ended March 31, 2022 compared to net foreign exchange and other gains of $3.5 million for the same respective period in 2021.
+Added: Net foreign exchange gains of $3.9 million for the three months ended March 31, 2022 were attributable to the strengthening of the U.S.
dollar on the re-measurement of net loss reserves and insurance related liabilities denominated in British pound and euro.
+Added: Net foreign exchange gains of $3.4 million during the three months ended March 31, 2021 were primarily due to the strengthening of the U.S.
+Added: dollar on the re-measurement of net loss reserves and insurance related liabilities denominated in euro.
+Added: At March 31, 2022, net foreign exchange gains were primarily driven by exposures to euro, British pound and other non-USD denominated net loss reserves and insurance related liabilities in excess of foreign currency assets.
+Added: Our non-USD denominated liabilities at March 31, 2022 included net loss reserves of $382.6 million.
+Added: There was no new business written in non-USD currencies during the three months ended March 31, 2022.
+Added: Our foreign currency asset exposures at March 31, 2022 included $252.5 million of fixed maturity securities managed by our investment managers who have the discretion to hold foreign currency exposures as part of their total return strategy as well as equity method real estate investments denominated in Canadian dollars.
+Added: We also held $59.9 million of non-USD denominated funds withheld receivable at March 31, 2022.
Underwriting Results by Reportable Segment
Diversified Reinsurance Segment
−Removed: The underwriting results and associated ratios for our Diversified Reinsurance segment for the three and nine months ended September 30, 2021 and 2020 were as follows:
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
+Added: The underwriting results for our Diversified Reinsurance segment for the three months ended March 31, 2022 and 2021 were as follows:
+Added: For the Three Months Ended March 31,
($ in thousands) 2022 2021
Gross premiums written
−Removed: $ 5,684 $ 9,152 $ 10,947 $ 30,573
Net premiums written
3 unchanged sentences
Other insurance revenue
−Removed: 138 261 946 919
Net loss and LAE
5 unchanged sentences
Underwriting income (loss) $ 1,497 $ (235)
−Removed: Net loss and LAE ratio
−Removed: 7.2 % 57.2 % 14.8 % 54.3 %
−Removed: Commission and other acquisition expense ratio
−Removed: 45.2 % 36.3 % 53.9 % 37.3 %
−Removed: General and administrative expense ratio
−Removed: 20.7 % 15.7 % 28.6 % 14.3 %
−Removed: Expense ratio
−Removed: 65.9 % 52.0 % 82.5 % 51.6 %
−Removed: Combined ratio
−Removed: 73.1 % 109.2 % 97.3 % 105.9 %
−Removed: The combined ratio for the three and nine months ended September 30, 2021 decreased to 73.1% and 97.3%, respectively, compared to 109.2% and 105.9% for the same respective periods in 2020, largely due to favorable loss development partly offset by higher non-recurring general and administrative expenses in our IIS business, which increased the expense ratio.
−Removed: Please see the respective sections below on net loss and LAE, commissions and other acquisition expenses and general and administrative expenses for further details on these elements that have impacted the combined ratios.
−Removed: Premiums — Gross premiums written decreased by $3.5 million or 37.9% and $19.6 million or 64.2% for the three and nine months ended September 30, 2021, respectively, compared to the same respective periods in 2020.
−Removed: This was primarily due to the return of unearned premiums written in a German Auto quota share reinsurance contract in our IIS business which went into run-off on January 1, 2021.
−Removed: Direct premiums written by Maiden LF and Maiden GF increased by $1.1 million or 25.5% and $1.5 million or 9.9% during the three and nine months ended September 30, 2021, respectively, compared to the same respective periods in 2020.
−Removed: Net premiums written decreased by $2.9 million or 32.9% and $17.0 million or 61.6% during the three and nine months ended September 30, 2021, respectively, compared to the same respective periods in 2020 due to return of unearned premiums written in our German Auto quota share reinsurance contract which went into run-off on January 1, 2021.
−Removed: The tables below show net premiums written by line of business for the three and nine months ended September 30, 2021 and 2020:
−Removed: For the Three Months Ended September 30, 2021 2020 Change in
−Removed: ($ in thousands) Total Total $ %
−Removed: Net Premiums Written
−Removed: International
−Removed: $ 5,816 $ 8,757 $ (2,941) (33.6) %
−Removed: — (91) 91 (100.0) %
−Removed: Total Diversified Reinsurance
−Removed: $ 5,816 $ 8,666 $ (2,850) (32.9) %
−Removed: For the Nine Months Ended September 30, 2021 2020 Change in
+Added: Premiums — Gross premiums written increased by $4.7 million for the three months ended March 31, 2022 compared to the same period in 2021.
+Added: This was primarily due to the prior year return of unearned premiums written in a German Auto quota share reinsurance contract in our IIS business which went into run-off on January 1, 2021.
+Added: Direct premiums written by Maiden LF and Maiden GF decreased by $0.3 million or 5.3% during the three months ended March 31, 2022 compared to the same period in 2021.
+Added: Net premiums written increased by $4.8 million during the three months ended March 31, 2022 compared to the same period in 2021 due to the prior year return of unearned premiums written in our German Auto quota share reinsurance contract which went into run-off on January 1, 2021.
+Added: The table below shows net premiums written by line of business for the three months ended March 31, 2022 and 2021:
+Added: For the Three Months Ended March 31, 2022 2021 Change in
($ in thousands) Total Total $
2 unchanged sentences
$ 4,583 $ (244) $ 4,827
−Removed: — (36) 36 (100.0) %
Total Diversified Reinsurance
$ 4,583 $ (234) $ 4,817
−Removed: Net premiums earned decreased by $3.8 million or 33.6% and $14.7 million or 41.4% during the three and nine months ended September 30, 2021, respectively, compared to the same respective periods in 2020 primarily due to lower earned
−Removed: premiums from German Auto programs which were in run-off since January 1, 2021.
−Removed: The tables below show net premiums earned by line of business for the three and nine months ended September 30, 2021 and 2020:
−Removed: For the Three Months Ended September 30, 2021 2020 Change in
−Removed: ($ in thousands) Total Total $ %
−Removed: Net Premiums Earned
−Removed: International
−Removed: $ 7,521 $ 11,414 $ (3,893) (34.1) %
−Removed: — (91) 91 (100.0) %
−Removed: Total Diversified Reinsurance
−Removed: $ 7,521 $ 11,323 $ (3,802) (33.6) %
−Removed: For the Nine Months Ended September 30, 2021 2020 Change in
+Added: Net premiums earned decreased by $0.3 million or 4.6% during the three months ended March 31, 2022 compared to the same period in 2021.
+Added: The table below shows net premiums earned by line of business for the three months ended March 31, 2022 and 2021:
+Added: For the Three Months Ended March 31, 2022 2021 Change in
($ in thousands) Total Total $ %
5 unchanged sentences
$ 5,955 $ 6,240 $ (285) (4.6) %
−Removed: Other Insurance Revenue — Other insurance revenue includes $0.1 million and $0.2 million of fee income earned from our GLS business for the three and nine months ended September 30, 2021, respectively, as well as fee income derived from our IIS business that is not directly associated with premium revenue assumed by the Company for the three and nine months ended September 30, 2021 and 2020 as specified in the table below.
−Removed: Other income of $0.1 million and $0.1 million for the three and nine months ended September 30, 2020, respectively, was generated from transitional services provided relating to the sale of Maiden US.
−Removed: Other insurance revenue decreased by $0.1 million or 47.1% and increased by $27.0 thousand or 2.9% for the three and nine months ended September 30, 2021, respectively, compared to the same respective periods in 2020.
−Removed: The tables below show other insurance revenue by source for the three and nine months ended September 30, 2021 and 2020, respectively:
−Removed: For the Three Months Ended September 30, 2021 2020 Change
−Removed: ($ in thousands)
−Removed: International $ 61 $ 197 $ (136) (69.0) %
−Removed: Other income 77 64 13 20.3 %
−Removed: Total Diversified Reinsurance $ 138 $ 261 $ (123) (47.1) %
−Removed: For the Nine Months Ended September 30, 2021 2020 Change
+Added: Other Insurance Revenue — Other insurance revenue decreased by $0.2 million or 81.0% for the three months ended March 31, 2022 compared to the same period in 2021.
+Added: Other insurance revenue includes $41.0 thousand of fee income earned from our GLS business for the three months ended March 31, 2022 as well as fee income derived from our IIS business that is not directly associated with premium revenue assumed by the Company for the three months ended March 31, 2022 and 2021 as specified in the table below.
+Added: The decline of $0.3 million in International was primarily due to the loss of fee income from an auto customer program that went into run-off on July 31, 2021.
+Added: The table below shows other insurance revenue by source for the three months ended March 31, 2022 and 2021:
+Added: For the Three Months Ended March 31, 2022 2021 Change
($ in thousands)
International $ 10 $ 269 $ (259) (96.3) %
−Removed: Other income 232 130 102 78.5 %
+Added: Other income 41 — 41 NM
Total Diversified Reinsurance $ 51 $ 269 $ (218) (81.0) %
−Removed: Net Loss and LAE — Net loss and LAE decreased by $6.1 million or 91.6% and $16.5 million or 83.7% for the three and nine months ended September 30, 2021, respectively, compared to the same respective periods in 2020 due primarily to the run-off of reinsurance liabilities associated with our German auto programs.
−Removed: Net loss and LAE ratio decreased to 7.2% and 14.8% for the three and nine months ended September 30, 2021, respectively, compared with 57.2% and 54.3% during the same respective periods in 2020.
−Removed: During the three months ended September 30, 2021, the net loss and LAE ratio decreased by 50.0 percentage points comp ared to the same period in 2020.
−Removed: The 2021 loss ratio was impacted by favorable prior year loss reserve development which was $1.7 million or 21.9 percentage points during the three months ended September 30, 2021 compared to the impact of adverse development of $0.5 million or 4.2 percentage points on the loss ratio for the same period in 2020.
−Removed: The loss development in 2021 was due to favorable development experienced in IIS and other run-off business while the loss development in 2020 was driven by adverse development experienced in our former European Capital Solutions business.
−Removed: During the nine months ended September 30, 2021, the net loss and LAE ratio decreased by 39.5 percentage points compared to the same period in 2020.
−Removed: The 2021 loss ratio was impacted by favorable prior year loss reserve development of $2.6 million or 12.1 percentage points during 2021, compared to the impact of adverse development of $0.3 million or 0.9 percentage points on the loss ratio in 2020.
−Removed: The 2021 development was driven by favorable experience in IIS and other run-off business while the 2020 development was due to adverse experience in European Capital Solutions.
−Removed: The impact on the net loss and LAE ratios should be considered in conjunction with the commission and other acquisition expense ratio as changes to either ratio can be effected by changes in the mix of business and the impact of increases in the commission and other acquisition expense rates on pro-rata contracts with loss sensitive features.
−Removed: As a result of these factors, as well as the impact on the loss ratio described above, the combined ratio decreased by 36.1 and 8.6 percentage points for the three and nine months ended September 30, 2021, respectively, compared to the same respective periods in 2020.
−Removed: Commission and Other Acquisition Expenses — Commission and other acquisition expenses decreased by $0.7 million or 17.7% and $1.9 million or 13.9% for the three and nine months ended September 30, 2021, respectively, compared to the same respective periods in 2020 primarily due to lower net premiums earned which similarly decreased in this segment.
−Removed: The commission and other acquisition expense ratio for the three and nine months ended September 30, 2021 increased to 45.2% and 53.9%, respectively, compared to 36.3% and 37.3% for the same respective periods in 2020, reflecting the change in the mix of pro rata versus excess of loss premiums written compared to the same respective periods in 2020.
−Removed: Please refer to the preceding paragraph for other factors that can impact the combined ratio.
−Removed: General and Administrative Expenses — General and administrative expenses decreased by $0.2 million or 12.9% and increased by $1.0 million or 19.6% for the three and nine months ended September 30, 2021, respectively, compared to the same respective periods in 2020.
−Removed: The general and administrative expense ratio increased to 20.7% and 28.6% for the three and nine months ended September 30, 2021, respectively, compared to 15.7% and 14.3% for the same respective periods in 2020 largely due to lower net premiums earned which decreased significantly as noted previously, combined with higher non-recurring expenses.
−Removed: This included severance costs and certain regulatory costs of approximately $1.0 million incurred in our IIS business unit which increased the expense ratio for the nine months ended September 30, 2021 compared to the same period in 2020.
−Removed: The overall expense ratio (including commission and other acquisition expenses) for the three and nine months ended September 30, 2021 increased to 65.9% and 82.5%, respectively, compared to 52.0% and 51.6% for the same respective periods in 2020 due to net premiums earned which decreased combined with higher non-recurring expenses as discussed above.
+Added: NM - not meaningful
+Added: Net Loss and LAE — Net loss and LAE decreased by $2.8 million or 196.1% for the three months ended March 31, 2022 compared to the same period in 2021 primarily due to the run-off of reinsurance liabilities associated with our German Auto programs .
+Added: The net loss and LAE was impacted by favorable prior year loss reserve development which was $2.2 million for the three months ended March 31, 2022 compared to adverse development of $14.0 thousand for the same period in 2021.
+Added: The favorable loss development for the three months ended March 31, 2022 was experienced in IIS and other run-off business while the adverse loss development in 2021 was experienced in European Capital Solutions and other run-off business.
+Added: Commission and Other Acquisition Expenses — Commission and other acquisition expenses increased by $16.0 thousand or 0.4% for the three months ended March 31, 2022 compared to the same period in 2021.
+Added: General and Administrative Expenses — General and administrative expenses increased by $0.5 million or 33.3% for the three months ended March 31, 2022 compared to the same period in 2021.
AmTrust Reinsurance Segment
−Removed: The AmTrust Reinsurance segment reported an underwriting loss of $5.7 million and underwriting income of $5.8 million during the three and nine months ended September 30, 2021, respectively, compared to an underwriting income of $4.5 million and $1.8 million for the same respective periods in 2020.
−Removed: The underwriting results and associated ratios for the AmTrust Reinsurance segment for the three and nine months ended September 30, 2021 and 2020 were as follows:
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
+Added: The AmTrust Reinsurance segment reported an underwriting loss of $3.2 million during the three months ended March 31, 2022 compared to underwriting income of $1.8 million for the same period in 2021.
+Added: The AmTrust Cession Adjustments contributed an underwriting loss of $5.1 million to the reported results during the three months ended March 31, 2022;
+Added: excluding these adjustments the AmTrust Reinsurance segment had underwriting income of $1.9 million on the run-off of unearned premium for terminated AmTrust reinsurance contracts.
+Added: The underwriting results for the AmTrust Reinsurance segment for the three months ended March 31, 2022 and 2021 were as follows:
+Added: For the Three Months Ended March 31,
($ in thousands) 2022 2021
6 unchanged sentences
Net loss and LAE
−Removed: (9,960) (2,441) (4,330) (21,456)
Commission and other acquisition expenses
1 unchanged sentence
General and administrative expenses
−Removed: (407) (630) (1,785) (1,941)
Underwriting (loss) income $ (3,152) $ 1,790
−Removed: Net loss and LAE ratio
−Removed: 132.6 % 18.8 % 22.3 % 51.8 %
−Removed: Commission and other acquisition expense ratio
−Removed: 38.0 % 42.0 % 38.6 % 39.1 %
−Removed: General and administrative expense ratio
−Removed: 5.4 % 4.8 % 9.2 % 4.7 %
−Removed: Expense ratio
−Removed: 43.4 % 46.8 % 47.8 % 43.8 %
−Removed: Combined ratio
−Removed: 176.0 % 65.6 % 70.1 % 95.6 %
−Removed: The combined ratio increased 110.4 percentage points to 176.0% for the three months ended September 30, 2021 compared to 65.6% for the same period in 2020.
−Removed: This was primarily driven by the impact of a higher underwriting loss for the current accident year during the three months ended September 30, 2021 of $9.4 million compared to an underwriting loss of $3.3 million for the current accident year in the same period in 2020.
−Removed: These results were due primarily to higher loss ratios on the run-off of unearned premium for terminated reinsurance contracts.
−Removed: The results were partially offset by favorable prior year loss development of $3.7 million or 49.0 percentage points during the third quarter of 2021 compared to favorable development of $7.7 million or 59.5 percentage points during the third quarter of 2020.
−Removed: Prior year favorable development for the three months ended September 30, 2021 was driven by Workers Compensation and Commercial Auto Liability.
−Removed: Prior year favorable development in 2020 was primarily due to Workers Compensation partly offset by adverse development within Commercial Auto and General Liability.
−Removed: The combined ratio decreased by 25.5 percentage points to 70.1% for the nine months ended September 30, 2021 compared to 95.6% for 2020 primarily due to the impact of favorable prior year loss development of $21.1 million or 108.9 percentage points during 2021 compared to the impact of favorable prior year loss development of $8.1 million or 19.6 percentage points during 2020.
−Removed: Prior year favorable development in 2021 was primarily due to Workers Compensation and Commercial Auto Liability partly offset by adverse development within Hospital Liability.
−Removed: Prior year favorable development in 2020 was primarily due to Workers Compensation partly offset by adverse development within Commercial Auto and General Liability.
−Removed: These results were partially offset by a higher underwriting loss for the current accident year during the nine months ended September 30, 2021 of $15.3 million compared to an underwriting loss of $6.3 million for the current accident year in the same period in 2020.
−Removed: These results were due primarily to higher loss ratios on the run-off of unearned premium for terminated reinsurance contracts in the segment.
−Removed: Premiums — The tables below show net premiums written by category for the three and nine months ended September 30, 2021 and 2020, respectively:
−Removed: For the Three Months Ended September 30, 2021 2020
−Removed: ($ in thousands) Total Total
−Removed: Net Premiums Written
−Removed: Small Commercial Business
−Removed: $ (1,309) $ (2,123)
−Removed: Specialty Program
−Removed: Specialty Risk and Extended Warranty
−Removed: 2,424 (3,303)
−Removed: Total AmTrust Reinsurance
−Removed: $ 1,137 $ (5,635)
−Removed: For the Nine Months Ended September 30, 2021 2020
+Added: Premiums — The table below shows net premiums written by category for the three months ended March 31, 2022 and 2021, respectively:
+Added: For the Three Months Ended March 31, 2022 2021 Change in
($ in thousands) Total Total $
7 unchanged sentences
$ (14,906) $ (2,462) $ (12,444)
−Removed: The gross and net premiums written for the three and nine months ended September 30, 2021 reflect premium adjustments on Small Commercial Business policies in the AmTrust Quota Share.
−Removed: There were negative gross and net premiums written for the three and nine months ended September 30, 2020 reflecting premium adjustments under the AmTrust Quota Share from April 1, 2020.
+Added: The negative gross and net premiums written for the three months ended March 31, 2022 reflect the AmTrust Cession Adjustments which consist of higher than expected adjustments related to the following items:
+Added: • $11.0 million of premium reductions on Workers Compensation policy surcharges in Small Commercial Business subsequent to the termination of the AmTrust Quota Share;
+Added: • $4.8 million of premium reductions to AmTrust's inuring reinsurance for certain programs in Specialty Risk and Extended Warranty which reduced the amount of premium ceded to Maiden.
+Added: There were also negative gross and net premiums written for the three months ended March 31, 2021 reflecting premium adjustments on Small Commercial Business policies in the AmTrust Quota Share.
Furthermore, the termination of the AmTrust Quota Share and the European Hospital Liability Quota Share as of January 1, 2019 resulted in no new business written under these contracts since 2018.
−Removed: Net premiums earned decreased by $5.5 million or 42.2% and $22.1 million, or 53.2% for the three and nine months ended September 30, 2021, respectively, compared to the same respective periods in 2020 due to termination of the AmTrust Quota Share and European Hospital Liability Quota Share as of January 1, 2019.
−Removed: There were negative premiums earned for the three and nine months ended September 30, 2021 in Small Commercial Business due to premium adjustments on such policies in the AmTrust Quota Share.
−Removed: The negative net premiums earned on Small Commercial Business for the three and nine months ended September 30, 2020 were due to premium adjustments and earned premium returns under the commutation of certain home warranty business under the AmTrust Quota Share as of April 1, 2020.
−Removed: The tables below detail net premiums earned by category for the three and nine months ended September 30, 2021 and 2020:
−Removed: For the Three Months Ended September 30, 2021 2020 Change in
−Removed: ($ in thousands) Total % of Total Total % of Total $ %
−Removed: Net Premiums Earned
−Removed: Small Commercial Business
−Removed: $ (1,227) (16.4) % $ (1,921) (14.8) % $ 694 (36.1) %
−Removed: Specialty Program
−Removed: 28 0.4 % (190) (1.5) % 218 (114.7) %
−Removed: Specialty Risk and Extended Warranty
−Removed: 8,708 116.0 % 15,093 116.3 % (6,385) (42.3) %
−Removed: Total AmTrust Reinsurance
−Removed: $ 7,509 100.0 % $ 12,982 100.0 % $ (5,473) (42.2) %
−Removed: For the Nine Months Ended September 30, 2021 2020 Change in
−Removed: ($ in thousands) Total % of Total Total % of Total $ %
+Added: Net premiums earned decreased by $10.4 million for the three months ended March 31, 2022 compared to the same period in 2021 primarily due to the AmTrust Cession Adjustments as discussed above.
+Added: The tables below detail net premiums earned by category for the three months ended March 31, 2022 and 2021:
+Added: For the Three Months Ended March 31, 2022 2021 Change in
+Added: ($ in thousands) Total Total $
Net Premiums Earned
2 unchanged sentences
Specialty Program
−Removed: 12 0.1 % 311 0.7 % (299) (96.1) %
Specialty Risk and Extended Warranty
2 unchanged sentences
$ (4,833) $ 5,524 $ (10,357)
−Removed: Net Loss and LAE — Net loss and LAE increased by $7.5 million or 308.0% and decreased by $17.1 million or 79.8% for the three and nine months ended September 30, 2021, respectively, compared to the same respective periods in 2020 due to the impact of favorable prior year loss development of $3.7 million and $21.1 million, respectively.
−Removed: Net loss and LAE ratios increased to 132.6% and decreased to 22.3% for the three and nine months ended September 30, 2021, respectively, compared to 18.8% and 51.8% for the same respective periods in 2020.
−Removed: During the three months ended September 30, 2021, the net loss and LAE ratio increased by 113.8 percentage points compared to the same period in 2020.
−Removed: The impact of favorable prior year loss development of $3.7 million was 49.0 percentage points on the loss ratio during the three months ended September 30, 2021 compared to favorable prior year development of $7.7 million or 59.5 points in 2020.
−Removed: Prior year favorable development in 2021 was primarily driven by Workers Compensation and Commercial Auto Liability.
−Removed: Prior year favorable development in 2020 was primarily due to Workers Compensation partly offset by adverse development within Commercial Auto and General Liability programs.
−Removed: Excluding the impact of favorable development in both respective periods, the current year loss ratio was 181.6% for the three months ended September 30, 2021 compared to 78.3% in 2020 due to higher loss ratios on the run-off of unearned premium for terminated reinsurance contracts.
−Removed: During the nine months ended September 30, 2021, the net loss and LAE ratio decreased by 29.5 points compared to the nine months ended in 2020 due to the impact of favorable prior year loss development of $21.1 million or 108.9 points in 2021 compared to favorable prior year development of $8.1 million or 19.6 points in 2020.
−Removed: Prior year favorable development in 2021 was primarily due to favorable Workers Compensation and Commercial Auto Liability development partly offset by adverse development within Hospital Liability.
−Removed: Prior year favorable development in 2020 was primarily due to Workers Compensation partly offset by adverse development within Commercial General Liability programs.
−Removed: Excluding the impact of favorable development in both respective periods, the current year loss ratio was 131.2% for the nine months ended September 30, 2021 compared to 71.4% in 2020 due to higher loss ratios on the run-off of unearned premium for terminated reinsurance contracts.
−Removed: Commission and Other Acquisition Expenses — Commission and other acquisition expenses decreased by $2.6 million or 47.6% and $8.7 million or 53.8% for the three and nine months ended September 30, 2021, respectively, compared to the same respective periods in 2020 due to lower net earned premiums as a result of terminating both quota share agreements with AmTrust effective as of January 1, 2019.
−Removed: The commission and other acquisition expense ratios were 38.0% and 38.6% for the three and nine months ended September 30, 2021, respectively, compared to 42.0% and 39.1% for the same respective periods in 2020.
−Removed: General and Administrative Expenses — General and administrative expenses decreased by $0.2 million or 35.4% and $0.2 million or 8.0% for the three and nine months ended September 30, 2021, respectively, compared to the same respective periods in 2020.
−Removed: The general and administrative expense ratios increased to 5.4% and 9.2% for the three and nine months ended September 30, 2021, respectively, compared to 4.8% and 4.7% for the same respective periods in 2020 as a result of lower earned premiums due to terminating both quota share agreements with AmTrust as of January 1, 2019.
−Removed: The overall expense ratio (including commission and other acquisition expenses) decreased to 43.4% and increased to 47.8% for the three and nine months ended September 30, 2021, respectively, compared to 46.8% and 43.8% for the same respective periods in 2020.
+Added: Net Loss and LAE — Net loss and LAE decreased by $1.9 million for the three months ended March 31, 2022 compared to the same period in 2021 primarily due to favorable prior year loss development of $5.1 million during the three months ended March 31, 2022 which included $5.3 million of favorable loss adjustments on the AmTrust Cession Adjustments.
+Added: There was favorable prior year loss development of $5.1 million during the three months ended March 31, 2022 compared to favorable prior year development of $5.6 million for the same period in 2021.
+Added: Prior year favorable development during the three months ended March 31, 2022 was primarily due to favorable development on the runoff of Workers Compensation business as well as AmTrust Cession Adjustments for Specialty Risk and Extended Warranty.
+Added: The net favorable prior year loss development for the three months ended March 31, 2021 was due to favorable development in Workers Compensation partly offset by adverse development in Hospital Liability.
+Added: Commission and Other Acquisition Expenses — Commission and other acquisition expenses decreased by $3.4 million for the three months ended March 31, 2022 compared to the same period in 2021 due to the AmTrust Cession Adjustments discussed above which resulted in negative earned premiums and a reduction to brokerage fees.
+Added: General and Administrative Expenses — General and administrative expenses decreased by $0.1 million or 19.6% for the three months ended March 31, 2022 compared to the same period in 2021 as a result of lower earned premiums due to terminating both quota share agreements with AmTrust as of January 1, 2019.
Liquidity and Capital Resources
2 unchanged sentences
The jurisdictions in which our operating subsidiaries are licensed to write business impose regulations requiring companies to maintain or meet statutory solvency and liquidity requirements and also place restrictions on the declaration and payment of dividends and other distributions.
−Removed: As of September 30, 2021, the Company had investable assets of $1.8 billion compared to $2.3 billion as of December 31, 2020.
+Added: As of March 31, 2022, the Company had investable assets of $1.6 billion compared to $1.7 billion as of December 31, 2021.
Investable assets are the combined total of our investments, cash and cash equivalents (including restricted cash), loan to a related party and funds withheld receivable.
−Removed: The decline in our investable assets is primarily the result of our cessation of active reinsurance underwriting in 2018 and 2019 which subsequently results in negative operating cash flows to settle claim payments from the run-off of the liabilities from that reinsurance portfolio in 2021.
+Added: The decline in our investable assets is primarily the result of our cessation of active reinsurance underwriting of new prospective risks in 2018 and 2019 which subsequently resulted in negative operating cash flows to settle claim payments from the run-off of the liabilities from that reinsurance portfolio in 2022.
The regulatory and liquidity requirements of the Company's operating segments are discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations" section included under Item 7 of our Annual Report on Form 10- K for the year ended December 31, 2021, that was filed with the SEC on March 14, 2022.
As previously indicated, Maiden Reinsurance re-domesticated from Bermuda to Vermont on March 16, 2020.
−Removed: We continue to be actively engaged with the Vermont DFR regarding the formulation of Maiden Reinsurance's longer term business plan, including its investment policy, changes to which require prior regulatory approval as stipulated by Vermont law or the Vermont DFR for any active underwriting, capital management or other strategic initiatives.
−Removed: Maiden Reinsurance has received all necessary approvals required to date by the Vermont DFR, including its investment policy which includes:
+Added: We continue to be actively engaged with the Vermont Department of Financial Regulation ("Vermont DFR") regarding the formulation of Maiden Reinsurance's longer term business plan, including its investment policy, changes to which require prior regulatory approval as stipulated by Vermont law or the Vermont DFR for any active underwriting, capital management or other strategic initiatives.
+Added: Maiden Reinsurance has received all necessary approvals required to date by the Vermont DFR, including its activities via GLS and its investment policy which includes:
1) the expansion of approved asset classes for investment reflecting not only Maiden Reinsurance’s solvency position but the material reduction in required capital necessary to operate its business as discussed further in Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity & Capital Resources – Cash and Investments ;
3 unchanged sentences
Further, we and our insurance subsidiaries may need additional capital to maintain compliance with regulatory capital requirements and/or be required to post additional collateral under existing reinsurance arrangements, which could reduce our liquidity.
−Removed: Finally, while we have had limited impacts from the effects of COVID-19 on our financial condition to date, the Company's investment portfolio could be adversely impacted by unfavorable market conditions caused by the pandemic should it continue longer than anticipated.
Operating, investing and financing cash flows
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Our business has undergone significant changes since 2018.
−Removed: As previously noted, the Strategic Review resulted in a series of transactions that materially reduced our balance sheet risk and transformed our operations.
−Removed: As a result of the transactions entered into from the Strategic Review, we are not engaged in any active underwriting of reinsurance business thus our net premiums written will continue to be materially lower and investment related income will become a significantly larger portion of our total revenues.
−Removed: This has caused significant negative operating cash flows as we run off the AmTrust Reinsurance reserves as shown in the cash flows table further below.
−Removed: As noted in our Business Strategy, in November 2020, we formed GLS which will specialize in providing a full range of legacy services to small insurance entities.
−Removed: Effective October 1, 2020, GLS has completed its first transaction, a loss portfolio transfer transaction which includes an adverse development cover and GLS continues to develop additional opportunities consistent with its business plan.
−Removed: We believe the formation of GLS is highly complementary to our overall longer-term strategy and will not only enhance our profitability through both fee income and effective claims management services, but it will also increase our asset base through the addition of blocks of reserves or companies that can be successfully wound down.
−Removed: While the development of the GLS platform over time should further enhance our ability to pursue the asset and capital management pillars of our business strategy, we still expect the trend of negative overall cash flows to continue to reduce our asset base going forward into 2021 and beyond.
+Added: We have entered into a series of transactions that have materially reduced our balance sheet risk and transformed our operations.
+Added: As a result of these transactions, we are not engaged in active underwriting of new prospective risks thus our net premiums written will continue to be materially lower and investment income will become a significantly larger portion of our total revenues.
+Added: We are writing new retroactive risks through GLS, however this will be smaller in relation to the run-off of our prior reinsurance business.
+Added: Despite the initial inflow of new business from GLS, this has continued to cause significant negative operating cash flows as we run off the AmTrust Reinsurance segment reserves as shown in the cash flows table further below.
+Added: While the development of the GLS platform over time should further enhance our ability to pursue the asset and capital management pillars of our business strategy, we still expect the trend of negative overall cash flows to continue to reduce our asset base going forward through the remainder of 2022 and beyond.
We expect to use funds from cash and investment portfolios, collected premiums on reinsurance contracts in force or being run-off, investment income and proceeds from investment sales and redemptions to meet our expected claims payments and operational expenses.
2 unchanged sentences
The Company’s management believes its current sources of liquidity are adequate to meet its cash requirements for the next twelve months as we generally expect negative operating cash flows to be sufficiently offset by positive investing cash flows.
−Removed: While we continue to expect our cash flows to be sufficient to meet our cash requirements and to operate our business, our ability to execute our asset and capital management initiatives are dependent on maintaining adequate levels of unrestricted
−Removed: liquidity and cash flows.
−Removed: At September 30, 2021 and December 31, 2020, unrestricted cash and cash equivalents and unrestricted fixed maturity investments were $127.5 million and $269.2 million, respectively.
−Removed: The decrease of $141.6 million in unrestricted cash and fixed maturity investments during 2021 was primarily the result of $132.2 million utilized for the 2021 Preference Share Repurchase Program, $37.0 million utilized for net purchases of other investments, and $37.7 million utilized for net purchases of equity method investments, and $14.3 million for interest payments on the Senior Notes, offset by $80.0 million of excess collateral released by AmTrust.
+Added: While we continue to expect our cash flows to be sufficient to meet our cash requirements and to operate our business, our ability to execute our asset and capital management initiatives are dependent on maintaining adequate levels of unrestricted liquidity and cash flows.
+Added: At March 31, 2022 and December 31, 2021, unrestricted cash and cash equivalents and unrestricted fixed maturity investments were $74.6 million and $81.1 million, respectively.
+Added: The decrease of $6.5 million in unrestricted cash and fixed maturity investments during 2022 was primarily the result of $3.1 million utilized for the 2021 Preference Share Repurchase Program, $14.1 million utilized for net purchases of equity securities and other investments, $3.9 million utilized for net purchases of equity method investments, and $4.8 million for interest payments on the Senior Notes, partly offset by $15.0 million of excess collateral released by AmTrust.
Please see the related discussion on investing and financing cash flows below.
−Removed: The table below summarizes our operating, investing and financing cash flows for the nine months ended September 30, 2021 and 2020:
−Removed: For the Nine Months Ended September 30, 2021 2020
+Added: The table below summarizes our operating, investing and financing cash flows for the three months ended March 31, 2022 and 2021:
+Added: For the Three Months Ended March 31, 2022 2021
($ in thousands)
6 unchanged sentences
Effect of exchange rate changes on foreign currency cash
−Removed: Total (decrease) increase in cash, restricted cash and cash equivalents $ (84,865) $ 82,617
+Added: (355) (1,106)
+Added: Total increase (decrease) in cash, restricted cash and cash equivalents $ 5,799 $ (4,672)
Cash Flows used in Operating Activities
−Removed: Cash flows used in operating activities for the nine months ended September 30, 2021 were $299.8 million compared to cash flows used in operating activities of $447.7 million for the nine months ended September 30, 2020, a decrease of $147.9 million.
−Removed: The operating cash flows used in operations for the nine months ended September 30, 2021 and 2020 were primarily the result of claims payments from the terminated AmTrust Quota Share and the European Hospital Liability Quota Share contracts, which produced negligible gross premiums written which were more than offset by claim payments from the run-off of existing reserves for loss and LAE under those agreements.
+Added: Cash flows used in operating activities for the three months ended March 31, 2022 were $76.1 million compared to cash flows used in operating activities of $102.8 million for the three months ended March 31, 2021, a decrease of $26.7 million.
+Added: The operating cash flows used in operations for the three months ended March 31, 2022 and 2021 were primarily the result of claims payments for the runoff of existing reserves for terminated AmTrust Quota Share and the European Hospital Liability Quota Share contracts as well as return of premiums due to AmTrust Cession Adjustments.
Cash Flows from Investing Activities
Cash flows from investing activities consist primarily of proceeds from the sales and maturities of investments and payments for investments acquired.
−Removed: Net cash provided by investing activities was $344.2 million for the nine months ended September 30, 2021 compared to $528.7 million for the same period in 2020 due to proceeds from the sale of fixed maturity investments which were made primarily to settle claim payments during the nine months ended September 30, 2021 and 2020 as well as repurchase preference shares during the nine months ended September 30, 2021.
−Removed: For the nine months ended September 30, 2021, the proceeds from the sales, maturities and calls exceeded the purchases of fixed maturity securities by $418.5 million compared to net proceeds of $572.8 million for the same period in 2020.
−Removed: This was partly offset by $37.0 million utilized for net purchases of other investments and $37.7 million utilized for net purchases of equity method investments during the nine months ended September 30, 2021.
+Added: Net cash provided by investing activities was $86.1 million for the three months ended March 31, 2022 compared to $199.2 million for the same period in 2021 due to proceeds from the sale of fixed maturity investments which were made primarily to settle claim payments during the three months ended March 31, 2022 and 2021 as well as repurchase preference shares during the three months ended March 31, 2022 and 2021.
+Added: For the three months ended March 31, 2022, the proceeds from the sales, maturities and calls exceeded the purchases of fixed maturity securities by $104.1 million compared to net proceeds of $205.1 million for the same period in 2021.
+Added: This was partly offset by $14.1 million utilized for net purchases of other investments and $3.9 million utilized for net purchases of equity method investments during the three months ended March 31, 2022.
Cash Flows from Financing Activities
−Removed: Cash flows used in financing activities were $129.0 million for the nine months ended September 30, 2021 due mainly to the repurchase of the Company's preference shares.
−Removed: During the nine months ended September 30, 2021, the Company paid $132.2 million for the repurchase of 9,075,673 preference shares pursuant to the 2021 Preference Share Repurchase Program as part of its recent capital management strategy.
−Removed: No dividends on common or preference shares were paid during the nine months ended September 30, 2021 and 2020.
−Removed: Our Board of Directors have not declared any common or preference share dividends since the fourth quarter of 2018.
+Added: Cash flows used in financing activities were $3.9 million for the three months ended March 31, 2022 compared to $99.9 million during 2021 due mainly to the repurchase of the Company's preference shares.
+Added: During the three months ended March 31, 2022, the Company paid $3.1 million for the repurchase of 274,861 preference shares pursuant to the 2021 Preference Share Repurchase Program as part of its recent capital management strategy compared to 6,614,493 preference shares repurchased by the Company during the first quarter of 2021 for aggregate total consideration of $97.4 million.
+Added: No dividends on common or preference shares were paid during the three months ended March 31, 2022 and 2021.
+Added: Our Board of Directors have not declared any common or preference share dividends since the third quarter of 2018.
Restrictions, Collateral and Specific Requirements
The Company's restrictions, collateral and specific requirements are discussed in " Management's Discussion and Analysis of Financial Condition and Results of Operations " section included under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2021, that was filed with the SEC on March 14, 2022.
−Removed: At September 30, 2021 and December 31, 2020, restricted cash and cash equivalents and fixed maturity investments used as collateral were $0.7 billion and $1.1 billion, respectively.
−Removed: This collateral represents 84.5% and 80.0% of the fair value of our respective total fixed maturity investments, cash, restricted cash and cash equivalents at September 30, 2021 and December 31, 2020, respectively.
+Added: At March 31, 2022 and December 31, 2021, restricted cash and cash equivalents and fixed maturity investments used as collateral were $468.5 million and $582.1 million, respectively.
+Added: This collateral represents 86.3% and 87.8% of the fair value of our respective total fixed maturity investments, cash, restricted cash and cash equivalents at March 31, 2022 and December 31, 2021, respectively.
Cash and Investments
The investment of our funds has generally been designed to ensure safety of principal while generating current income.
−Removed: Accordingly, the majority of our funds are invested in liquid, investment-grade fixed income securities which are all designated as AFS at September 30, 2021.
−Removed: As of September 30, 2021 and December 31, 2020, our cash and investments consisted of:
−Removed: September 30, 2021 December 31, 2020
+Added: Accordingly, the majority of our funds have been invested in liquid, investment-grade fixed income securities which are all designated as AFS at March 31, 2022.
+Added: As of March 31, 2022 and December 31, 2021, our cash and investments consisted of:
+Added: March 31, 2022 December 31, 2021
($ in thousands)
9 unchanged sentences
Investments " included under Part I Item 1 " Financial Information" of this Form 10-Q for further discussion on our AFS fixed income securities.
−Removed: As our insurance liabilities continue to run-off and the required capital to operate our business for regulatory purposes decreases, we have modified Maiden Reinsurance’s investment policy (which has been approved by the Vermont DFR as noted) and have expanded the range of asset classes we invest in to enhance the income and returns our investment portfolio produces.
−Removed: We categorize these investments as " Other Investments " and "Equity Method Investments" on our condensed consolidated balance sheets.
−Removed: During 2020 and 2021, under this revised investment policy, we have increased the amount of investments in these categories, and we expect to continue to increase the amounts invested therein.
−Removed: Under our investment policy, investments included in these categories could include, but are not limited to, privately held investments, private equities, private credit lending funds, fixed-income funds, hedge funds, equity funds, real estate (including joint ventures and limited partnerships) and other non-fixed-income investments.
−Removed: For further details on our other investments, in addition to the discussion of the investments herein, please see " Notes to Condensed Consolidated Financial Statements (unaudited) Note 4(b).
−Removed: Other Investments and Equity Method Investments" included under Part I Item 1 " Financial Information " of this Form 10-Q.
+Added: As our insurance liabilities continue to run-off and the required capital to operate our business for regulatory purposes decreases, we have modified Maiden Reinsurance’s investment policy (which has been approved by the Vermont DFR as noted) and have expanded the range of asset classes we invest in to enhance the income and total returns our investment portfolio produces.
+Added: We categorize these investments as alternative investments which include " Other Investments ", "Equity Securities" , and "Equity Method Investments" as captioned on our condensed consolidated balance sheets.
+Added: Under this revised investment policy, we have increased the amount of alternative investments during 2022 and 2021, and we expect to continue to increase the amounts invested therein.
+Added: Under our investment policy, alternative investments could include, but are not limited to, privately held investments, private equities, private credit lending funds, fixed-income funds, hedge funds, equity funds, real estate (including joint ventures and limited partnerships) and other non-fixed-income investments.
+Added: For further details on our alternative investments, in addition to the discussion of the investments herein, please see " Notes to Condensed Consolidated Financial Statements (unaudited) Note 4(b).
+Added: Other Investments, Equity Securities and Equity Method Investments" included under Part I Item 1 " Financial Information " of this Form 10-Q.
Our investment performance is subject to a variety of risks, including risks related to general economic conditions, market volatility, interest rate fluctuations, foreign exchange risk, liquidity risk and credit and default risk.
3 unchanged sentences
The values of, and returns on, such investments may also be more volatile.
−Removed: We believe our other investments and equity method investments portfolio provides diversification against our fixed-income investments and an opportunity for improved risk-adjusted return, however, the returns of these investments may be more volatile and we may experience significant unrealized gains or losses in any particular quarter or year.
−Removed: During the third quarter of 2021, we recognized $1.8 million loss in the interest of our equity method investment in hedge funds and we recognized $3.0 million in unrealized losses related to an investment in an insurtech start-up company that was acquired by a special purpose acquisition company.While we believe the returns produced by these investments will exceed our cost of capital, in particular our cost of debt capital, it is too soon to determine if the actual returns will achieve this objective and it may be an extended period of time before that determination can be made.
+Added: We believe our other investments, equity securities and equity method investments portfolio provides diversification against our fixed-income investments and an opportunity for improved risk-adjusted return, however, the returns of these investments may be more volatile and we may experience significant unrealized gains or losses in any particular quarter or year.
+Added: While we believe the returns produced by these investments will exceed our cost of capital, in particular our cost of debt capital, it is too soon to determine if the actual returns will achieve this objective and it may be an extended period of time before that determination can be made.
We may utilize and pay fees to various companies to provide investment advisory and/or management services related to these investments.
1 unchanged sentence
In addition, costs associated with evaluating, analyzing and monitoring these investments may require additional expenditures than traditional marketable securities.
−Removed: During 2021, our investment expenses associated with our alternative investments have increased significantly compared to 2020.
−Removed: The substantial majority of our current and planned future investments are held by Maiden Reinsurance, whose investment policy was approved by the Vermont DFR.
−Removed: We may utilize a portion of Maiden Reinsurance's unrestricted assets to purchase affiliated securities and, during the nine months ended September 30, 2021, we utilized $132.2 million in conjunction with the 2021 Preference Share Repurchase Program.
−Removed: Maiden Reinsurance has received all necessary approvals for its investment policy.
+Added: During 2022, our investment expenses associated with our alternative investments have decreased compared to 2021.
+Added: The substantial majority of our current and future investments are held by Maiden Reinsurance, whose investment policy was approved by the Vermont DFR.
+Added: We may utilize a portion of Maiden Reinsurance's unrestricted assets to purchase affiliated securities and, during the three months ended March 31, 2022, we utilized $3.1 million in conjunction with the 2021 Preference Share Repurchase Program.
+Added: As of March 31, 2022, we have cumulatively invested $168.9 million in the preference shares of Maiden Holdings.
Cash & Cash Equivalents
−Removed: At September 30, 2021, we consider the levels of cash and cash equivalents we are holding to be within our targeted ranges.
+Added: At March 31, 2022, we consider the levels of cash and cash equivalents held to be within our targeted ranges.
During periods when interest rates experience greater volatility, we have periodically maintained more cash and cash equivalents to better assess current market conditions and opportunities within our defined risk appetite, and may do so in future periods.
Fixed Maturity Investments
−Removed: The average yield and average duration of our fixed maturities, by asset class, and our cash and cash equivalents (restricted and unrestricted) are as follows at September 30, 2021 and December 31, 2020, respectively:
−Removed: September 30, 2021 Original or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Average yield (1)
+Added: The average yield and average duration of our fixed maturities, by asset class, and our cash and cash equivalents (restricted and unrestricted) are as follows at March 31, 2022 and December 31, 2021, respectively:
+Added: March 31, 2022 Original or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Average yield (1)
Average duration (2)
4 unchanged sentences
85,607 75 (2,293) 83,389 2.8 % 3.1
+Added: Collateralized mortgage-backed securities 7,199 — (80) 7,119 2.5 % 3.6
government bonds 3,160 — (151) 3,009 0.3 % 7.0
−Removed: Asset-backed securities
−Removed: 204,601 930 (2,693) 202,838 1.5 % 0.6
+Added: Collateralized loan obligations 174,842 22 (9,104) 165,760 1.2 % 0.3
Corporate bonds
11 unchanged sentences
96,554 2,429 (193) 98,790 2.7 % 2.1
+Added: Collateralized mortgage-backed securities 14,972 565 — 15,537 3.2 % 3.1
government bonds 3,163 113 — 3,276 0.3 % 7.3
−Removed: Asset-backed securities
−Removed: 184,227 1,611 (406) 185,432 2.2 % 0.7
+Added: Collateralized loan obligations 183,974 140 (5,093) 179,021 1.3 % 0.3
Corporate bonds
6 unchanged sentences
(2) Average duration in years.
−Removed: During the nine months ended September 30, 2021, the yield on the 10-year U.S.
+Added: During the three months ended March 31, 2022, the yield on the 10-year U.S.
Treasury bond increased by 80 basis points to 2.32%.
1 unchanged sentence
Treasury rate is the key risk-free determinant in the fair value of many of the fixed maturity securities in our portfolio.
−Removed: Treasury yield curve experienced a material upward shift during the nine months ended September 30, 2021, reflecting concerns about potential inflation emanating from the combination of:
−Removed: 1) growing confidence in the U.S.
−Removed: economic outlook as the economic effects of the COVID-19 pandemic continue to abate;
−Removed: 2) enactment of additional significant fiscal stimulus legislation in the U.S.;
−Removed: and 3) continued accommodative monetary policy pursued by central banks globally.
−Removed: The movement in the market values of our fixed maturity portfolio during the nine months ended September 30, 2021 generated net unrealized losses of $34.9 million which reduced our book value per common share by $0.40 during that period.
−Removed: Our investment portfolios may be adversely impacted by unfavorable market conditions caused by the COVID-19 pandemic, which could cause continued volatility in our results of operations and negatively impact our financial condition.
+Added: Treasury yield curve experienced a material upward shift during the three months ended March 31, 2022, reflecting concerns about ongoing inflation emanating from the combination of:
+Added: 1) the strength of the U.S.
+Added: economy as the economic effects of the COVID-19 pandemic continue to abate;
+Added: 2) geopolitical instability in Eastern Europe which threatened additional inflation and global economic stability;
+Added: 3) the levels of fiscal stimulus administered by the U.S.
+Added: federal government to support the economy;
+Added: and 4) the anticipated monetary policy responses by central banks globally in light of these other circumstances, which indicate measures which may increase interest rates broadly .
+Added: The movement in the market values of our fixed maturity portfolio during the three months ended March 31, 2022 generated net unrealized losses of $22.7 million which reduced our book value per common share by $0.26 during that period.
+Added: Current outlooks for global monetary policy indicate that substantial quantitative tightening by central banks in the U.S.
+Added: and globally is underway and appear likely to continue for at least the near term.
+Added: Our investment portfolios, in particular our fixed maturity portfolio, may be adversely impacted by unfavorable market conditions caused by these measures, which could cause continued volatility in our results of operations and negatively impact our financial condition.
Interest rate risk is the price sensitivity of a security to changes in interest rates.
2 unchanged sentences
We attempt to maintain adequate liquidity in our fixed maturity investments portfolio with a strategy designed to emphasize the preservation of our invested assets and provide sufficient liquidity for the prompt payment of claims and contract liabilities.
−Removed: Because we collateralize a significant portion of our insurance liabilities, unanticipated or large increases in interest rates could require us to utilize significant amounts of unrestricted cash and fixed maturity securities to provide additional collateral, which could impact our asset and capital management strategy described herein.
+Added: Because we collateralize a significant portion of our insurance liabilities, unanticipated or
+Added: large increases in interest rates could require us to utilize significant amounts of unrestricted cash and fixed maturity securities to provide additional collateral, which could impact our asset and capital management strategy described herein.
We also monitor the duration and structure of our investment portfolio as discussed below.
−Removed: As of September 30, 2021, the aggregate hypothetical change in fair value from an immediate 100 basis points increase in interest rates, assuming credit spreads remain constant, in our fixed maturity investments portfolio would decrease the fair value of that portfolio by $24.3 million.
+Added: As of March 31, 2022, the aggregate hypothetical change in fair value from an immediate 100 basis points increase in interest rates, assuming credit spreads remain constant, in our fixed maturity investments portfolio would decrease the fair value of that portfolio by $15.7 million.
Actual shifts in interest rates may not change by the same magnitude across the maturity spectrum or on an individual security and, as a result, the impact on the fair value of our fixed maturity securities may be materially different from the resulting change in value described above.
To limit our exposure to unexpected interest rate increases which would reduce the value of our fixed income securities and reduce our shareholders' equity, we attempt to maintain the duration of our fixed maturity investment portfolio combined with our cash and cash equivalents, both restricted and unrestricted, within a reasonable range of the duration of our loss reserves.
−Removed: At September 30, 2021 and December 31, 2020, these respective durations in years were as follows:
−Removed: September 30, 2021 December 31, 2020
+Added: At March 31, 2022 and December 31, 2021, these respective durations in years were as follows:
+Added: March 31, 2022 December 31, 2021
Fixed maturities and cash and cash equivalents
−Removed: Reserve for loss and LAE (1)
−Removed: (1) The duration regarding our reserve for loss and LAE at September 30, 2021 is gross of LPT/ADC Agreement reserves.
−Removed: On a net basis, the duration of our reserve for loss and LAE is 1.2 years at September 30, 2021 (December 31, 2020 - 0.9 years).
−Removed: During the nine months ended September 30, 2021, the weighted average duration of our fixed maturity investment portfolio decreased 0.2 years to 1.9 years while the duration for the reserve for loss and LAE increased by 0.1 years to 4.0 years.
+Added: Reserve for loss and LAE - gross of LPT/ADC Agreement reserves 4.4 4.4
+Added: Reserve for loss and LAE - net of LPT/ADC Agreement reserves 1.4 1.4
+Added: During the three months ended March 31, 2022, the weighted average duration of our fixed maturity investment portfolio decreased 0.1 years to 1.4 years while the duration for the reserve for loss and LAE remained at 4.4 years.
The differential in duration between these assets and liabilities may fluctuate over time and in the case of fixed maturities, historically has been affected by factors such as market conditions, changes in asset mix and prepayment speeds in the case of both our agency mortgage-backed securities ("Agency MBS") and commercial mortgage-backed securities.
−Removed: At September 30, 2021, the duration of our loss reserves net of the LPT/ADC Agreement was lower than the duration of our fixed maturity investment portfolio.
−Removed: At September 30, 2021 and December 31, 2020, 100.0% of the Company’s U.S.
+Added: At March 31, 2022, the duration of our fixed maturity investment portfolio decreased compared to December 31, 2021 due to sales of fixed maturity investments primarily made to settle claim payments with AmTrust.
+Added: At March 31, 2022, the duration of our loss reserves net of the LPT/ADC Agreement was consistent with the duration of our fixed maturity investment portfolio.
+Added: To limit our exposure to unexpected interest rate increases that could reduce the value of our fixed maturity securities and reduce our shareholders' equity, the Company holds floating rate securities whose fair values are less sensitive to interest rates.
+Added: At March 31, 2022 and December 31, 2021, 25.3% and 23.6%, respectively, of the Company’s fixed income investments are floating-rate securities.
+Added: The floating rate investment holdings at March 31, 2022 and December 31, 2021 were as follows:
+Added: March 31, 2022 December 31, 2021
+Added: ($ in thousands) Fair Value % of Total Fair Value % of Total
+Added: Floating rate securities
+Added: Collateralized loan obligations $ 165,760 12.3 % $ 174,873 11.9 %
+Added: Collateralized mortgage-backed securities 4,951 0.4 % 3,007 0.2 %
+Added: Corporate bonds 1,111 0.1 % 1,145 0.1 %
+Added: Total floating rate AFS fixed maturities at fair value 171,822 12.8 % 179,025 12.2 %
+Added: Loan to related party 167,975 12.5 % 167,975 11.4 %
+Added: Total floating rate securities $ 339,797 25.3 % $ 347,000 23.6 %
+Added: Total fixed income investments at fair value (1)
+Added: $ 1,345,989 $ 1,467,619
+Added: (1) Total fixed income investments at fair value include AFS fixed maturities, cash and restricted cash, funds withheld receivable, and loan to related party.
+Added: At March 31, 2022 and December 31, 2021, 100.0% of the Company’s U.S.
agency bond holdings are mortgage-backed.
−Removed: Additional details on the Agency MBS holdings at September 30, 2021 and December 31, 2020 were as follows:
−Removed: September 30, 2021 December 31, 2020
+Added: Additional details on the Agency MBS holdings at March 31, 2022 and December 31, 2021 were as follows:
+Added: March 31, 2022 December 31, 2021
($ in thousands) Fair Value % of Total Fair Value % of Total
4 unchanged sentences
GNMA – variable rate 3,215 3.9 % 3,613 3.7 %
−Removed: GNMA – fixed rate — — % 17,385 6.2 %
−Removed: $ 121,017 100.0 % $ 281,437 100.0 %
−Removed: Agency MBS bonds comprise 15.7% of our fixed maturity investments at September 30, 2021.
+Added: Agency MBS $ 83,389 100.0 % $ 98,790 100.0 %
+Added: Agency MBS bonds comprise 17.7% of our fixed maturity investments at March 31, 2022.
Given their relative size to our total investments, if faster prepayment patterns were to occur over an extended period of time, this could potentially limit the growth in our investment income in certain circumstances or reduce the total amount of investment income we earn.
−Removed: At September 30, 2021 and December 31, 2020, 97.0% and 96.1%, respectively, of our fixed maturity investments consisted of investment grade securities.
+Added: At March 31, 2022 and December 31, 2021, 98.8% and 97.8%, respectively, of our fixed maturity investments consisted of investment grade securities.
We define a security as being below investment grade if it has an S&P credit rating of BB+ or equivalent, or less.
1 unchanged sentence
Investments " for additional information on the credit rating of our fixed income portfolio.
−Removed: The security holdings by sector and financial strength rating of our corporate bond holdings at September 30, 2021 and December 31, 2020 were as follows:
−Removed: September 30, 2021 AAA, AA+, AA, AA- A+, A, A- BBB+, BBB, BBB- BB+ or lower Fair Value % of Corporate bonds portfolio
+Added: The security holdings by sector and financial strength rating of our corporate bond holdings at March 31, 2022 and December 31, 2021 were as follows:
+Added: March 31, 2022 AAA A+, A, A- BBB+, BBB, BBB- BB+ or lower Fair Value % of Corporate bonds portfolio
Corporate bonds
10 unchanged sentences
1.0 % 29.2 % 66.0 % 3.8 % $ 146,223 100.0 %
−Removed: 2.3 % 41.0 % 50.5 % 6.2 % $ 371,727 100.0 %
−Removed: December 31, 2020 AAA, AA+, AA, AA- A+, A, A- BBB+, BBB, BBB- BB+ or lower Fair Value % of Corporate bonds portfolio
+Added: December 31, 2021 AAA A+, A, A- BBB+, BBB, BBB- BB+ or lower Fair Value % of Corporate bonds portfolio
Corporate bonds
12 unchanged sentences
(1) Ratings as assigned by S&P, or equivalent
−Removed: The table below includes the Company’s ten largest corporate holdings at fair value and as a percentage of all fixed income securities held as at September 30, 2021.
−Removed: As of September 30, 2021, 55.4% are U.S.
−Removed: dollar denominated and 44.6% are Euro denominated, 39.4% are in the Consumer Sector and 30.6% are in the Financial Institutions sector.
−Removed: September 30, 2021 Fair Value % of Holdings Rating (1)
+Added: The table below includes the Company’s ten largest corporate holdings at fair value and as a percentage of all fixed income securities held as at March 31, 2022;
+Added: of which 100.0% are euro denominated, with 43.9% in the Consumer Sector and 22.8% in the Financial Institutions sector.
+Added: March 31, 2022 Fair Value % of Holdings Rating (1)
($ in thousands)
−Removed: Electricite de France, 4.625%, Due 9/11/2024 $ 17,020 2.2 % A-
−Removed: Brookfield Asset Management Inc., 4.00% Due 1/15/2025 13,034 1.7 % A-
−Removed: Nordea Bank ABP, 0.875% Due 6/26/2023 12,878 1.7 % A
−Removed: Bayer US Finance LLC, 3.375% Due 10/8/2024 12,781 1.6 % BBB
+Added: Electricite de France, 4.625%, Due 9/11/2024 $ 15,587 3.3 % BBB+
Anheuser-Busch INBEV NV, 2.875%, Due 9/25/2024 11,718 2.5 % BBB+
Carlsberg Breweries A/S, 2.5%, Due 5/28/2024 11,376 2.4 % BBB
−Removed: Deutsche Bank AG (NY Branch), 3.7%, Due 5/30/2024 11,710 1.5 % BBB
−Removed: Total Energies Capital International SA, 3.75%, Due 4/10/2024 10,779 1.4 % A+
−Removed: Thompson Reuters Corp, 4.3% Due 11/23/23 10,650 1.4 % BBB
−Removed: International Business Machines Corp., 7.0%, Due 10/30/2025 9,106 1.2 % A-
+Added: Chubb Ina Holdings Inc., 1.55%, Due 3/15/2028 7,123 1.5 % A
+Added: Kraft Heinz Food Co., 1.5%, Due 5/24/2024 6,533 1.4 % BBB-
+Added: Utah Acquistion Sub, Inc., 2.25%, Due 11/22/2024 5,617 1.2 % BBB-
+Added: America Movil SAB DE CV, 1.5%, Due 3/10/2024 5,602 1.2 % A-
+Added: Glencore Finance (Europe) LTD, 1.875%, Due 9/13/2023 5,599 1.2 % BBB+
+Added: FBD Insurance PLC, 5%, Due 10/9/2028 5,595 1.2 % NA
+Added: Santanger Consumer Finance SA, 1.125%, Due 10/9/2023 5,590 1.2 % A
$ 80,340 17.1 %
(1) Ratings as assigned by S&P, or equivalent
−Removed: At September 30, 2021 and December 31, 2020, respectively, we held the following non-U.S.
+Added: At March 31, 2022 and December 31, 2021, respectively, we held the following non-U.S.
dollar denominated securities:
−Removed: September 30, 2021 December 31, 2020
+Added: March 31, 2022 December 31, 2021
($ in thousands) Fair Value % of Total Fair Value % of Total
dollar denominated corporate bonds $ 139,819 55.4 % $ 147,740 55.9 %
−Removed: dollar denominated asset-backed securities 96,888 30.2 % — — %
+Added: dollar denominated collateralized loan obligations 109,667 43.4 % 113,399 42.9 %
government bonds 3,009 1.2 % 3,275 1.2 %
2 unchanged sentences
$ 252,495 100.0 % $ 264,414 100.0 %
−Removed: At September 30, 2021 and December 31, 2020, respectively, our non-U.S.
−Removed: dollar denominated securities were invested in the following currencies:
−Removed: September 30, 2021 December 31, 2020
−Removed: ($ in thousands) Fair Value % of Total Fair Value % of Total
−Removed: Euro $ 316,756 98.8 % $ 329,447 91.8 %
−Removed: British Pound 3,864 1.2 % 22,861 6.4 %
−Removed: Canadian Dollar — — % 5,110 1.4 %
−Removed: All other currencies — — % 1,521 0.4 %
−Removed: Total non-U.S.
−Removed: dollar denominated securities
−Removed: $ 320,620 100.0 % $ 358,939 100.0 %
+Added: At March 31, 2022 and December 31, 2021, respectively, 100.0% of our non-U.S.
+Added: dollar denominated securities above were invested in euro.
The net decrease in non-U.S.
−Removed: denominated fixed maturities is primarily due to the relative depreciation of Euro denominated corporate bonds during the nine months ended September 30, 2021.
−Removed: At September 30, 2021 and December 31, 2020, all of the Company's non-U.S.
−Removed: government issuers have a rating of A or higher by S&P.
+Added: denominated fixed maturities is due to the relative depreciation of euro denominated corporate bonds during the three months ended March 31, 2022.
+Added: At March 31, 2022 and December 31, 2021, all of the Company's non-U.S.
+Added: government issuers have a rating of AA- or higher by S&P.
+Added: March 31, 2022 December 31, 2021
For our non-U.S.
−Removed: dollar denominated corporate bonds, the following table summarizes the composition of the fair value of our fixed maturity investments at the dates indicated by ratings at September 30, 2021 and December 31, 2020:
−Removed: September 30, 2021 December 31, 2020
+Added: dollar denominated corporate bonds, the following table summarizes the composition of the fair value of our fixed maturity investments at the dates indicated by ratings at March 31, 2022 and December 31, 2021:
+Added: March 31, 2022 December 31, 2021
($ in thousands) Fair Value % of Total Fair Value % of Total
−Removed: AAA $ — — % $ 1,277 0.4 %
−Removed: AA+, AA, AA- 7,106 3.2 % 31,102 8.9 %
A+, A, A- $ 37,838 27.1 % $ 56,669 38.4 %
5 unchanged sentences
The Company does not employ any credit default protection against any of the fixed maturities held in non-U.S.
−Removed: denominated currencies at September 30, 2021 and December 31, 2020, respectively.
−Removed: Other Investments, Equity Method Investments and Equity Securities
−Removed: Our alternative investments are categorized as other investments, equity method investments, and equity securities.
−Removed: These include private equity, private credit and hedge funds investments, investments in limited partnerships, as well as investments in direct lending entities and investments in technology-oriented insurance related businesses known as insurtechs.
+Added: denominated currencies at March 31, 2022 and December 31, 2021, respectively.
+Added: Other Investments, Equity Securities and Equity Method Investments
+Added: Our alternative investments are categorized as other investments, equity securities, and equity method investments as reported on our consolidated balance sheets.
+Added: These include private equity funds, private credit funds and hedge fund investments, investments in limited partnerships, as well as investments in direct lending entities and investments in technology-oriented insurance related businesses known as insurtechs.
Private equity investments consist of direct investments in privately held entities, investments in private equity funds and private equity co-investments with sponsoring entities.
Private credit investments consist of loans and other debt securities of privately held entities or investment sponsors.
−Removed: Our allocation to alternative investments increased to 18.0% of our total cash and investments as of September 30, 2021 compared to 7.3% as of December 31, 2020;
−Removed: and increased to 47.2% of our total shareholders' equity as of September 30, 2021 compared to 20.3% as of December 31, 2020.
−Removed: For further details on other investments, see " Notes to Condensed Consolidated Financial Statements:
−Removed: Investments" included under Part I Item 1.
+Added: Our allocation to alternative investments increased to 31.6% of our total cash and investments as of March 31, 2022 compared to 25.4% as of December 31, 2021;
+Added: and increased to 68.1% of our total shareholders' equity as of March 31, 2022 compared to 58.7% as of December 31, 2021.
+Added: Our alternative investments as of March 31, 2022 and December 31, 2021 consist of the following asset classes:
+Added: March 31, 2022 December 31, 2021
+Added: ($ in thousands) Carrying Value % of Total Carrying Value % of Total
+Added: Real estate equity method investments $ 52,210 20.9 % $ 44,050 19.5 %
+Added: Hedge fund equity method investments 32,861 13.1 % 32,929 14.6 %
+Added: Investments in direct lending entities 46,175 18.4 % 42,976 19.1 %
+Added: Private equity funds 27,608 11.0 % 23,324 10.3 %
+Added: Private credit funds 21,781 8.7 % 20,863 9.3 %
+Added: Privately held other investments 12,597 5.0 % 10,500 4.7 %
+Added: Other equity method investments 8,246 3.3 % 6,763 3.0 %
+Added: Privately held equity securities 48,224 19.3 % 42,888 19.0 %
+Added: Publicly traded equity securities 708 0.3 % 1,174 0.5 %
+Added: Total alternative investments $ 250,410 100.0 % $ 225,467 100.0 %
+Added: For further details on these alternative investments, see " Notes to Condensed Consolidated Financial Statements:
+Added: Note 4(b) Other Investments, Equity Securities and Equity Method Investments" included under Part I Item 1.
"Financial Information" of this Report on Form 10-Q.
5 unchanged sentences
Investment Results
−Removed: The following table summarizes our investment results for the three and nine months ended September 30, 2021 and 2020, respectively:
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
+Added: The following table summarizes our investment results for the three months ended March 31, 2022 and 2021, respectively:
+Added: For the Three Months Ended March 31,
+Added: ($ in thousands) 2022 2021
Net investment income:
−Removed: 2021 2020 2021 2020
Fixed income assets (1)
6 unchanged sentences
Fixed income assets (1)
−Removed: 1,791 3,948 5,794 23,938
Other investments, including equities 1,658 716
3 unchanged sentences
Total net unrealized (losses) gains (492) 4,491
−Removed: Interest in (loss) income of equity method investment:
−Removed: Interest in (loss) income of equity method investments (810) (154) 4,912 (154)
−Removed: Total interest in (loss) income of equity method investments (810) (154) 4,912 (154)
+Added: Interest in income of equity method investments:
+Added: Interest in income of equity method investments 1,271 2,947
+Added: Total interest in income of equity method investments 1,271 2,947
Total investment return included in earnings (A)
+Added: $ 10,147 $ 20,889
Other comprehensive income (loss):
−Removed: Unrealized (losses) gains on AFS and Equity Method Investments excluding foreign exchange (B) $ (9,066) $ 234 $ (26,453) $ (8,919)
+Added: Unrealized losses on AFS and Equity Method Investments excluding foreign exchange (B)
+Added: $ (11,392) $ (12,784)
Total investment return = (A) + (B) $ (1,245) $ 8,105
13 unchanged sentences
GAAP consolidated financial statements.
−Removed: Other Balance Sheet Changes
−Removed: The following table summarizes our other material balance sheet changes at September 30, 2021 and December 31, 2020:
−Removed: ($ in thousands) September 30, 2021 December 31, 2020 Change Change %
−Removed: Reinsurance balances receivable, net
+Added: The following table details total investment returns for our fixed income investments and alternative investments for the three months ended March 31, 2022 and 2021, respectively:
+Added: Fixed Income Investments (1)
+Added: Alternative Investments (2)
+Added: For the Three Months Ended March 31, For the Three Months Ended March 31,
+Added: ($ in thousands) 2022 2021 2022 2021
+Added: Gross investment income $ 6,150 $ 10,075 $ 1,871 $ 3,057
+Added: Net realized and unrealized gains 1,143 2,894 1,166 5,207
+Added: Change in AOCI (3)
(15,806) (11,772) 4,414 (1,012)
+Added: Gross investment returns $ (8,513) $ 1,197 $ 7,451 $ 7,252
+Added: Average invested assets, at fair value (4)
+Added: $ 1,406,804 $ 2,048,654 $ 237,939 $ 113,406
+Added: Gross Investment Returns (0.6) % 0.1 % 3.1 % 6.4 %
+Added: Investment expenses $ 126 $ 271 $ 57 $ 73
+Added: Net investment returns $ (8,639) $ 926 $ 7,394 $ 7,179
+Added: Net Investment Returns (0.6) % — % 3.1 % 6.3 %
+Added: Fixed income investments includes AFS securities as well as cash, restricted cash, funds withheld receivable, and loan to related party.
+Added: Alternative investments includes other investments, equity securities, and equity method investments.
+Added: Change in AOCI excludes unrealized foreign exchange gains and losses.
+Added: Average invested assets is the average of the amounts disclosed in our quarterly U.S.
+Added: GAAP consolidated financial statements.
+Added: Total returns on fixed income investments were adversely impacted by the increase in interest rates during the three months ended March 31, 2022 compared to same period in 2021.
+Added: Total returns on alternative investments were positive for the three months ended March 31, 2022 partly due to the sale of an equity method investment which produced gross returns of $5.8 million which contributed 2.4% to the gross investment returns during the current period.
+Added: On a percentage basis however, the investment returns in 2022 were lower compared to the same period in 2021 due to higher average invested assets in 2022.
+Added: For the three months ended March 31, 2021, gross investment returns included unrealized gains of $4.5 million from an investment in an insurtech start-up company that was acquired by a special purpose acquisition company which contributed 4.0% to the gross investment returns for the prior year period.
+Added: Other Balance Sheet Changes
+Added: The following table summarizes our other material balance sheet changes at March 31, 2022 and December 31, 2021:
+Added: ($ in thousands) March 31, 2022 December 31, 2021 Change Change %
Reinsurance recoverable on unpaid losses
10 unchanged sentences
65,195 44,542 20,653 46.4 %
−Removed: The Company's deferred commission and other acquisition expenses decreased by 22.5% and unearned premiums decreased by 23.7% primarily due to the Partial Termination Amendment with AmTrust on a cut-off basis and the termination of the remaining business under both quota share contracts with AmTrust which are now in run-off as of January 1, 2019.
−Removed: Reinsurance balances receivable increased by 242.5% primarily due to $17.8 million of premiums receivable not yet due from European Hospital Liability Quota Share that was recognized during the third quarter of 2021.
−Removed: Accrued expenses and other liabilities increased by 36.6% as at September 30, 2021 compared to December 31, 2020 due to reinsurance balances payable as a result of claims incurred under the run-off of AmTrust reinsurance contracts.
+Added: The Company's deferred commission and other acquisition expenses decreased by 10.9% and unearned premiums decreased by 11.2% primarily due to the Partial Termination Amendment with AmTrust on a cut-off basis and the termination of the remaining business under both quota share contracts with AmTrust which have been in run-off since January 1, 2019.
+Added: Accrued expenses and other liabilities increased by 46.4% as at March 31, 2022 compared to December 31, 2021 due to reinsurance balances payable as a result of claims incurred under the run-off of AmTrust reinsurance contracts.
The Company's reserve for loss and LAE decreased by 6.9% primarily due to the payment of prior year loss claims as well as favorable loss development recognized for the AmTrust Reinsurance segment.
−Removed: The decrease in the deferred gain on retroactive reinsurance for the nine months ended September 30, 2021 by 32.4% is attributable to $24.3 million in loss and LAE recognized as favorable loss development in the Company’s GAAP income statement that are covered by the LPT/ADC Agreement.
−Removed: This also impacted the reinsurance recoverable on unpaid losses which decreased by $30.9 million or 5.2% as at September 30, 2021 compared to December 31, 2020.
+Added: The increase in deferred gains on retroactive reinsurance for the three months ended March 31, 2022 by 7.9% is attributable to new retroactive reinsurance business assumed by GLS partly offset by $1.0 million in loss and LAE recognized as favorable loss development in the AmTrust Reinsurance segment covered by the LPT/ADC Agreement.
+Added: The favorable loss development on reserves covered by the LPT/ADC Agreement also impacted the reinsurance recoverable on unpaid losses which decreased by $4.6 million or 0.8% as at March 31, 2022 compared to December 31, 2021.
Capital Resources
+Added: During the three months ended March 31, 2022, book value per common share decreased by 5.0% to $2.47 and diluted book value per common share decreased by 5.0% to $2.46, compared to December 31, 2021.
+Added: This was largely due to a net loss of $1.9 million and net decrease in AOCI of $12.6 million during the three months ended March 31, 2022, partially offset by the $3.5 million gain on the 2021 Preference Share Repurchase Program during the first quarter which increased book value by $0.04 per common share.
Capital resources consist of funds deployed in support of our operations.
−Removed: In the nine months ended September 30, 2021, our total capital resources decreased by $144.6 million, or 18.3% compared to December 31, 2020 primarily due to repurchases of our preference shares and unrealized losses on our fixed maturity investment portfolio partially offset by net income attributable to common shareholders.
−Removed: During the three months ended September 30, 2021, book value per common share decreased by 3.1% to $2.50 and diluted book value per common share decreased by 3.1% to $2.48, compared to June 30, 2021.
−Removed: This was largely due to a net loss of $3.1 million and net decrease in AOCI of $10.6 million during the three months ended September 30, 2021, which was partially offset by the gain of $6.0 million on the 2021 Preference Share Repurchase Program during the third quarter.
−Removed: During the nine months ended September 30, 2021, book value per common share increased by 59.2% to $2.50 and diluted book value per common share increased by 60.0% to $2.48, compared to December 31, 2020.
−Removed: This was primarily due to the gain of $87.2 million on the 2021 Preference Share Repurchase Program which increased book value by $1.01 per common share.
−Removed: Book value also increased due to net income of $14.3 million during the nine months ended September 30, 2021, partially offset by a net decrease in AOCI of $28.7 million for the nine months ended September 30, 2021.
−Removed: The following table shows the movement in total capital resources at September 30, 2021 and December 31, 2020:
−Removed: ($ in thousands) September 30, 2021 December 31, 2020 Change Change %
+Added: The following table shows the movement in total capital resources at March 31, 2022 and December 31, 2021:
+Added: ($ in thousands) March 31, 2022 December 31, 2021 Change Change %
Preference shares
8 unchanged sentences
$ 630,165 $ 646,757 $ (16,592) (2.6) %
−Removed: The net decrease in total capital resources was due to the decline in total shareholders' equity at September 30, 2021 which decreased by $144.6 million, or 27.4% compared to December 31, 2020 due to the following:
+Added: Total capital resources decreased by $16.6 million, or 2.6% at March 31, 2022 compared to December 31, 2021 primarily due to the decrease in total shareholders'' equity as follows:
• net decrease of $3.1 million from the 2021 Preference Share Repurchase Program composed of a decline in preference share capital of $6.9 million partly offset by:
−Removed: (1) a gain on repurchase of preference shares of $87.2 million for the nine months ended September 30, 2021 which increased retained earnings;
+Added: (1) a gain on repurchase of preference shares of $3.5 million for the three months ended March 31, 2022 which increased retained earnings;
and (2) a net increase in additional paid-in capital of $0.2 million relating to proportionate share in issuance costs of preference shares repurchased, which was previously recognized as a reduction in additional paid-in capital;
• net decrease in AOCI of $12.6 million which arose due to:
−Removed: (1) net unrealized losses on investment of $42.3 million resulting largely from the net decrease in the fair value of $34.9 million for our fixed income investment portfolio relating to market price movements due to rising interest rates during the nine months ended September 30, 2021 and $7.5 million related to equity method investments;
+Added: (1) net unrealized losses on investment of $18.2 million resulting largely from a decrease in the fair value of $22.7 million for our fixed income investment portfolio relating to market price movements due to rising interest rates during the three months ended March 31, 2022 offset by $4.4 million related to equity method investments;
less (2) an increase in cumulative translation adjustments of $5.6 million due to the strengthening of the U.S.
−Removed: dollar on the remeasurement of net insurance-related liabilities denominated in euro during the nine months ended September 30, 2021;
−Removed: partly offset by:
−Removed: • net income attributable to Maiden of $14.3 million for the nine months ended September 30, 2021;
+Added: dollar on the remeasurement of net insurance-related liabilities denominated in euro during the three months ended March 31, 2022;
+Added: • net loss attributable to Maiden of $1.9 million for the three months ended March 31, 2022;
+Added: and partly offset by:
• net increase due to share-based compensation of $1.0 million.
2 unchanged sentences
" Financial Statements and Supplementary Data" of our Annual Report on Form 10-K for a discussion of the equity instruments issued by the Company as at December 31, 2021.
−Removed: Book value and diluted book value per common share at September 30, 2021 and December 31, 2020 were computed as follows:
−Removed: ($ in thousands except share and per share data) September 30, 2021 December 31, 2020
+Added: Book value and diluted book value per common share at March 31, 2022 and December 31, 2021 were as follows:
+Added: ($ in thousands except share and per share data) March 31, 2022 December 31, 2021
Ending common shareholders’ equity
14 unchanged sentences
On February 21, 2017, the Company's Board of Directors approved the repurchase of up to $100.0 million of the Company's common shares from time to time at market prices.
−Removed: During the nine months ended September 30, 2021, the Company did not repurchase any common shares under its share repurchase authorization as it is precluded from repurchasing its common shares due to its failure to pay dividends on its preference shares.
+Added: During the three months ended March 31, 2022, the Company did not repurchase any common shares under its share repurchase authorization as it is precluded from repurchasing its common shares due to its failure to pay dividends on its preference shares.
Until such time as dividends on preference shares are paid, the Company will not be able to repurchase or pay dividends on its common shares.
−Removed: At September 30, 2021, the Company had a remaining authorization of $74.2 million for share repurchases.
−Removed: On October 25, 2019, the Company transferred the listing of its common shares from the NASDAQ Global Select Market to the NASDAQ Capital Market.
−Removed: The NASDAQ Capital Market is a continuous trading market that operates in substantially the same manner as the NASDAQ Global Select Market and listed companies must meet certain financial requirements and comply with the NASDAQ Stock Market LLC’s (“NASDAQ”) corporate governance requirements.
−Removed: The Company’s common shares trade under the symbol “MHLD”.
−Removed: On April 17, 2020, the Company received a letter from NASDAQ stating that the Company had not regained compliance during the compliance period and that the Company’s securities would be delisted from the NASDAQ Capital Market by the opening of business on April 28, 2020 unless the Company requests an appeal of NASDAQ’s determination to a Hearings Panel.
−Removed: On April 24, 2020, the Company filed a Hearing Request Form to appeal NADSAQ’s determination with the Hearings Panel.
−Removed: On June 2, 2020, the Company issued a press release announcing it had regained compliance with NADSAQ’s minimum bid price and all applicable listing requirements for continued listing, and the appeal hearing was canceled.
−Removed: Accordingly, the Company's common shares continue to be listed on the NASDAQ Capital Market.
+Added: At March 31, 2022, the Company had a remaining authorization of $74.2 million for share repurchases.
Preference Shares
−Removed: As part of the capital management pillar of our strategy, pursuant to the cash tender offer on December 24, 2020, Maiden Reinsurance accepted for purchase (i) 545,218 shares of the Company's 8.25% Non-Cumulative Preference Shares Series A, (ii) 1,203,466 shares of the Company's 7.125% Non-Cumulative Preference Shares Series C and (iii) 1,078,911 shares of the Company's 6.7% Non-Cumulative Preference Shares Series D (collectively referred to as the "2020 Tender Offer").
−Removed: The acquisition by Maiden Reinsurance of the preference shares pursuant to the tender offer was made in compliance with Maiden Reinsurance's investment policy previously approved b y the Vermont DFR.
−Removed: Maiden Reinsurance used unrestricted cash of $29.7 million to repurchase the preference shares pursuant to the 2020 Tender Offer.
On March 3, 2021, the Company's Board approved the repurchase, including the repurchase by Maiden Reinsurance within its investment guidelines, of up to $100.0 million of the Company's preference shares.
1 unchanged sentence
The authorizations that were approved on March 3, 2021 and May 6, 2021 are collectively referred to as the "2021 Preference Share Repurchase Program".
−Removed: The principal purpose of the 2020 Tender Offer and 2021 Preference Share Repurchase Program is to adjust our capital structure to reflect current operations and the amount of capital required to operate Maiden Reinsurance.
−Removed: The Board has not
−Removed: declared or paid a dividend on the preference shares since the fourth quarter of 2018 and there can be no assurance that it will declare and pay dividends on the preference shares in the future.
+Added: The principal purpose of the 2021 Preference Share Repurchase Program is to adjust our capital structure to reflect current operations and the amount of capital required to operate Maiden Reinsurance.
+Added: The Board has not declared or paid a dividend on the preference shares since 2018 and there can be no assurance that it will declare and pay dividends on the preference shares in the future.
The preference shares are perpetual and there is no fixed date on which we are required to redeem or otherwise repurchase them.
Please refer to "Notes to Consolidated Financial Statements - Note 6.
−Removed: Shareholders' Equity and Note 14.
−Removed: Subsequent Events" under Part 1 Item 1 "Financial Information" of this Quarterly Report on Form 10-Q for further information on our preference shares, including a summary of repurchases made of the Company's preference shares during the three and nine months ended September 30, 2021 as well as those made subsequent to September 30, 2021.
+Added: Shareholders' Equity" under Part 1 Item 1 "Financial Information" of this Quarterly Report on Form 10-Q for further information on our preference shares, including a summary of repurchases made of the Company's preference shares during the three months ended March 31, 2022.
The Company has a remaining authorization of $10.7 million for preference share repurchases.
−Removed: There were no changes in the Company’s Senior Notes at September 30, 2021 compared to December 31, 2020 and the Company did not enter into any short-term borrowing arrangements during the nine months ended September 30, 2021.
+Added: There were no changes in the Company’s Senior Notes at March 31, 2022 compared to December 31, 2021 and the Company did not enter into any short-term borrowing arrangements during the three months ended March 31, 2022.
Please refer to " Notes to Condensed Consolidated Financial Statements (unaudited) Note 7.
Long Term Debt " included under Part I Item 1 " Financial Information" of this Form 10-Q for a discussion of the Company’s Senior Notes.
−Removed: The ratio of Debt to Total Capital Resources at September 30, 2021 and December 31, 2020 was computed as follows:
−Removed: ($ in thousands) September 30, 2021 December 31, 2020
+Added: The ratio of Debt to Total Capital Resources at March 31, 2022 and December 31, 2021 was computed as follows:
+Added: ($ in thousands) March 31, 2022 December 31, 2021
Senior notes - principal amount
13 unchanged sentences
The Company is not bound to such guarantees without its express authorization.
−Removed: As discussed above, at September 30, 2021, guarantees of $33.2 million have been provided to lenders by the Company on behalf of the real estate joint venture, however, the likelihood of the Company incurring any losses pertaining to project level financing guarantees was determined to be remote.
+Added: As discussed above, at March 31, 2022, guarantees of $36.2 million have been provided to lenders by the Company on behalf of the real estate joint venture, however, the likelihood of the Company incurring any losses pertaining to project level financing guarantees was determined to be remote.
Therefore, no liability has been accrued under ASC 450-20.
3 unchanged sentences
The calculation, reconciliation to nearest GAAP measure and discussion of relevant non-GAAP measures used by management are as follows:
−Removed: Non-GAAP operating loss were $3.1 million for the three months ended September 30, 2021 compared to non-GAAP operating loss of $2.3 million for the same period in 2020.
−Removed: The Company's non-GAAP operating results included a non-GAAP underwriting loss of $7.3 million for the three months ended September 30, 2021 compared to an underwriting loss of $4.4 million for the same period in 2020, due to underwriting results not covered by the LPT/ADC Agreement, specifically the run-off of the AmTrust Quota Share with losses occurring after December 31, 2018 (including the additional ceding commission paid under the Partial Termination Amendment) as well as claims related to the European Hospital Liability Quota Share.
−Removed: The deterioration in underwriting results are due primarily to higher loss ratios on the run-off of unearned premium for terminated reinsurance contracts in the AmTrust Reinsurance segment for the three months ended September 30, 2021 as well as higher expense ratios caused by a significant decrease in earned premium.
−Removed: Non-GAAP operating earnings were $58.1 million for the nine months ended September 30, 2021, compared to a non-GAAP operating earnings of $2.0 million for the same period in 2020.
−Removed: The Company's non-GAAP operating results included a non-GAAP underwriting loss of $17.9 million for the nine months ended September 30, 2021 compared to a non-GAAP underwriting loss of $9.6 million for the same period in 2020, due to underwriting results not covered by the LPT/ADC Agreement, specifically the run-off of the AmTrust Quota Share with losses occurring after December 31, 2018 (including the additional ceding commission paid under the Partial Termination Amendment) and claims related to the European Hospital Liability Quota Share.
−Removed: The deterioration in underwriting results are due primarily to higher loss ratios on the run-off of
−Removed: unearned premium for terminated reinsurance contracts in the AmTrust Reinsurance segment for the nine months ended September 30, 2021 as well as higher expense ratios caused by a significant decrease in earned premium.
−Removed: Non-GAAP operating (loss) earnings and Non-GAAP diluted operating (loss) earnings per share attributable to common shareholders
+Added: Non-GAAP operating loss was $6.9 million for the three months ended March 31, 2022 compared to non-GAAP operating earnings of $47.3 million for the same period in 2021.
+Added: The reduction in non-GAAP operating results was largely due to:
+Added: • gains of $3.5 million from the repurchase of preference shares at market values for the three months ended March 31, 2022 compared to gains of $62.5 million for preference share repurchases during the same period in 2021;
+Added: • underwriting loss of $1.7 million for the three months ended March 31, 2022 compared to underwriting income of $1.6 million for 2021 largely due to the AmTrust Cession Adjustments which contributed an underwriting loss of $5.1 million to the reported results during the three months ended March 31, 2022;
+Added: • lower net investment income which decreased by $3.3 million compared to 2021.
+Added: The Company's non-GAAP operating results included a non-GAAP underwriting loss of $2.7 million for the three months ended March 31, 2022 compared to an underwriting loss of $8.3 million for the same period in 2021, due to underwriting results not covered by the LPT/ADC Agreement, specifically the run-off of the AmTrust Quota Share with losses occurring after December 31, 2018 (including the additional ceding commission paid under the Partial Termination Amendment) as well as claims related to the European Hospital Liability Quota Share.
+Added: Non-GAAP operating earnings and Non-GAAP diluted operating earnings per share attributable to common shareholders
Non-GAAP operating (loss) earnings and non-GAAP diluted operating (loss) earnings per share attributable to common shareholders can be reconciled to the nearest U.S.
GAAP financial measure as follows:
−Removed: For the Three Months Ended September 30, 2021 2020
−Removed: ($ in thousands except per share data)
−Removed: Net income available to Maiden common shareholders $ 2,864 $ 2,162
−Removed: Add (subtract):
−Removed: Net realized and unrealized losses (gains) on investment 937 (4,287)
−Removed: Total other-than-temporary impairment losses — 962
−Removed: Foreign exchange and other (gains) losses (4,116) 6,536
−Removed: Interest in loss of equity method investments 810 154
−Removed: Favorable prior year loss development subject to LPT/ADC Agreement (3,609) (7,840)
−Removed: Non-GAAP operating loss $ (3,114) $ (2,313)
−Removed: Diluted earnings per share attributable to common shareholders $ 0.03 $ 0.03
−Removed: Add (subtract):
−Removed: Net realized and unrealized losses (gains) on investment 0.01 (0.05)
−Removed: Total other-than-temporary impairment losses
−Removed: Foreign exchange and other (gains) losses (0.05) 0.07
−Removed: Interest in loss of equity method investments 0.01 —
−Removed: Favorable prior year loss development subject to LPT/ADC Agreement (0.04) (0.09)
−Removed: Non-GAAP diluted operating loss per share available to common shareholders
−Removed: $ (0.04) $ (0.03)
−Removed: For the Nine Months Ended September 30, 2021 2020
+Added: For the Three Months Ended March 31, 2022 2021
($ in thousands except per share data)
2 unchanged sentences
Net realized and unrealized gains on investment (2,309) (8,101)
−Removed: Total other-than-temporary impairment losses — 2,468
−Removed: Foreign exchange and other (gains) losses (6,070) 634
−Removed: Favorable prior year loss development subject to LPT/ADC Agreement (24,296) (9,250)
−Removed: Interest in (income) loss of equity method investments (4,912) 154
−Removed: Non-GAAP operating earnings $ 58,135 $ 2,041
+Added: Foreign exchange and other gains (3,949) (3,542)
+Added: Interest in income of equity method investments (1,271) (2,947)
+Added: Decrease in deferred gain on retroactive reinsurance under the LPT/ADC Agreement (1,000) (9,845)
+Added: Non-GAAP operating (loss) earnings $ (6,935) $ 47,301
Diluted earnings per share attributable to common shareholders $ 0.02 $ 0.83
1 unchanged sentence
Net realized and unrealized gains on investment (0.03) (0.09)
−Removed: Total other-than-temporary impairment losses — 0.03
−Removed: Foreign exchange and other (gains) losses (0.07) 0.01
−Removed: Favorable prior year loss development subject to LPT/ADC Agreement (0.28) (0.11)
−Removed: Interest in (income) loss of equity method investments (0.06) —
−Removed: Non-GAAP diluted operating earnings per share attributable to common shareholders
+Added: Foreign exchange and other gains (0.05) (0.04)
+Added: Interest in income of equity method investments (0.01) (0.03)
+Added: Decrease in deferred gain on retroactive reinsurance under the LPT/ADC Agreement (0.01) (0.12)
+Added: Non-GAAP diluted operating (loss) earnings per share available to common shareholders
$ (0.08) $ 0.55
Non-GAAP Operating ROACE
−Removed: Non-GAAP Operating ROACE for the three and nine months ended September 30, 2021 and 2020 was computed as follows:
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
+Added: Non-GAAP Operating ROACE for the three months ended March 31, 2022 and 2021 was computed as follows:
+Added: For the Three Months Ended March 31,
($ in thousands) 2022 2021
−Removed: Non-GAAP operating loss $ (3,114) $ (2,313) $ 58,135 $ 2,041
+Added: Non-GAAP operating (loss) earnings $ (6,935) $ 47,301
Opening adjusted common shareholders’ equity 274,990 208,447
3 unchanged sentences
(10.5) % 81.4 %
−Removed: Non-GAAP Underwriting Results and Combined Ratio
−Removed: The following summarizes our non-GAAP underwriting results for the three and nine months ended September 30, 2021 and 2020:
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
+Added: Non-GAAP Underwriting Results
+Added: The following summarizes our non-GAAP underwriting results for the three months ended March 31, 2022 and 2021:
+Added: For the Three Months Ended March 31,
($ in thousands) 2022 2021
9 unchanged sentences
$ (2,655) $ (8,290)
−Removed: Non-GAAP net loss and LAE ratio (1)
−Removed: 93.1 % 68.8 % 77.6 % 64.8 %
−Removed: Commission and other acquisition expense ratio 41.6 % 39.3 % 46.6 % 38.3 %
−Removed: General and administrative expense ratio 43.9 % 33.2 % 72.0 % 33.4 %
−Removed: Expense ratio 85.5 % 72.5 % 118.6 % 71.7 %
−Removed: Non-GAAP combined ratio (1)
−Removed: 178.6 % 141.3 % 196.2 % 136.5 %
−Removed: (1) Non-GAAP underwriting loss, non-GAAP net loss and LAE, non-GAAP net loss and LAE ratio, and non-GAAP combined ratio for the three and nine months ended September 30, 2021 include the impact of prior year reserve development subject to the LPT/ADC Agreement.
−Removed: Please see the "Key Financial Measures" section for definitions of Non-GAAP underwriting loss, net loss and LAE, non-GAAP net loss and LAE ratio, and non-GAAP combined ratio.
−Removed: The non-GAAP underwriting results as well as the non-GAAP loss and LAE and ratios and non-GAAP combined ratios include the impact of prior year loss reserve development related to the AmTrust Quota Share which is fully recoverable from Cavello and subject to the LPT/ADC Agreement to show the ultimate economic benefit to the Company.
−Removed: As shown in the table above, adjusted for the impact of favorable prior year reserve development subject to the LPT/ADC Agreement of $3.6 million and $24.3 million during the three and nine months ended September 30, 2021, respectively, the non-GAAP underwriting loss was $7.3 million and $17.9 million, respectively.
−Removed: This compared to a non-GAAP underwriting loss of $4.4 million and $9.6 million for the same respective periods in 2020 when adjusted for the impact of favorable prior year reserve development subject to the LPT/ADC Agreement of $7.8 million and $9.3 million during the three and nine months ended September 30, 2020, respectively.
+Added: (1) Non-GAAP underwriting loss and non-GAAP net loss and LAE for the three months ended March 31, 2022 are adjusted for prior year reserve development subject to the LPT/ADC Agreement.
+Added: Please see "Key Financial Measures" section for the definitions of Non-GAAP underwriting loss and net loss and LAE.
+Added: The non-GAAP underwriting results include the impact of favorable prior year loss reserve development under the AmTrust Quota Share which is fully recoverable from Cavello under the LPT/ADC Agreement to show the ultimate economic benefit to the Company.
+Added: As shown in the table above, adjusted for the decrease in the deferred gain under the LPT/ADC Agreement of $1.0 million during the three months ended March 31, 2022, the non-GAAP underwriting loss was $2.7 million.
+Added: This compared to a non-GAAP underwriting loss of $8.3 million when adjusted for the decrease in the deferred gain under the LPT/ADC Agreement of $9.8 million during the three months ended March 31, 2021.
The non-GAAP underwriting results above were due to underwriting results in the AmTrust Reinsurance segment not covered by the LPT/ADC Agreement, specifically the run-off of the AmTrust Quota Share with losses occurring after December 31, 2018 (including the additional ceding commission paid under the Partial Termination Amendment) as well as claims related to the European Hospital Liability Quota Share.
−Removed: Results in the Diversified Reinsurance segment during the three and nine months ended September 30, 2021 and 2020 were generally stable.
−Removed: The non-GAAP combined ratio during the three and nine months ended September 30, 2021 was 178.6% and 196.2%, respectively, compared to 141.3% and 136.5% during the same respective periods in 2020 as shown in the table below:
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
−Removed: 2021 2020 2021 2020
−Removed: Combined ratio
−Removed: 154.8 % 109.4 % 137.0 % 124.6 %
−Removed: Favorable prior year loss development subject to LPT/ADC Agreement (23.8) % (31.9) % (59.2) % (11.9) %
−Removed: Non-GAAP combined ratio 178.6 % 141.3 % 196.2 % 136.5 %
+Added: Underwriting income in the Diversified Reinsurance segment during the three months ended March 31, 2022 increased by $1.7 million compared to the same period in 2021.
Non-GAAP Net Loss and LAE
−Removed: Adjusted for the impact of favorable prior year loss development on AmTrust reserves subject to the LPT/ADC Agreement, non-GAAP net loss and LAE for the three and nine months ended September 30, 2021 increased by $3.6 million and $24.3 million, respectively, as these amounts are ultimately recoverable from Cavello.
−Removed: In comparison, adjusted for the impact of favorable prior year loss development on AmTrust reserves subject to the LPT/ADC Agreement during the three and nine months ended September 30, 2020, the non-GAAP net loss and LAE increased by $7.8 million and $9.3 million, respectively, as these reserves are ultimately recoverable from Cavello.
+Added: Adjusted for the decrease in the deferred gain for the LPT/ADC Agreement, the non-GAAP net loss and LAE for the three months ended March 31, 2022 increased by $1.0 million (2021 - $9.8 million), as these amounts included favorable loss experience for AmTrust reserves subject to the LPT/ADC Agreement which are ultimately recoverable from Cavello.
This adjustment is reflected in the calculation of non-GAAP Loss and LAE as shown below:
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
+Added: For the Three Months Ended March 31,
($ in thousands) 2022 2021
1 unchanged sentence
$ (2,283) $ 2,359
−Removed: Favorable prior year loss development subject to LPT/ADC Agreement (3,609) (7,840) (24,296) (9,250)
+Added: decrease in deferred gain on retroactive reinsurance for the LPT/ADC Agreement (1,000) (9,845)
Non-GAAP net loss and LAE
$ (1,283) $ 12,204
−Removed: Adjusted for the impact of favorable prior year loss development on AmTrust reserves subject to the LPT/ADC Agreement of $3.6 million and $24.3 million during the three and nine months ended September 30, 2021, respectively, non-GAAP net loss and LAE was $14.1 million and $31.8 million, respectively, as shown in the table above.
−Removed: Adjusted for the impact of favorable prior year loss development on AmTrust reserves subject to the LPT/ADC Agreement of $7.8 million and $9.3 million during the three and nine months ended September 30, 2020, respectively, the non-GAAP loss and LAE was $16.9 million and $50.4 million, respectively.
−Removed: The non-GAAP net loss and LAE ratio was 93.1% and 77.6% for the three and nine months ended September 30, 2021, respectively, compared to 68.8% and 64.8% for the same respective periods in 2020.
+Added: Adjusted for the impact of favorable prior year loss development on AmTrust reserves subject to the LPT/ADC Agreement of $1.0 million during the three months ended March 31, 2022 (2021 - $9.8 million), non-GAAP net loss and LAE was $(1.3) million (2021 - $12.2 million).
Adjusted Shareholders' Equity, Adjusted Total Capital Resources, Adjusted Book Value per Common Share, and Ratio of Debt to Total Adjusted Capital Resources
−Removed: The Adjusted Shareholders' Equity, Adjusted Total Capital Resources and Adjusted Book Value per Common Share at September 30, 2021 and December 31, 2020 reflect the addition of the unamortized deferred gain on retroactive reinsurance to the GAAP shareholders' equity as depicted in the computations below.
−Removed: The estimated deferred gain of $50.6 million at September 30, 2021 and $74.9 million at December 31, 2020 arises from the LPT/ADC Agreement with Cavello relating to losses subject to that agreement which are fully recoverable from Cavello.
−Removed: The decrease in the unamortized deferred gain on retroactive reinsurance for the nine months ended September 30, 2021 is attributable to $24.3 million in loss and LAE recognized as favorable loss development in the Company's GAAP income statement that are subject to the LPT/ADC Agreement.
−Removed: We believe the inclusion of the unamortized deferred gain in these metrics better reflects the ultimate economic benefit of the LPT/ADC Agreement, which will improve the Company's shareholders' equity over the settlement period under the terms of the agreement.
−Removed: The Adjusted Shareholders' Equity, Adjusted Total Capital Resources and Adjusted Book Value per Common Share at September 30, 2021 also excludes the LP Investment Adjustment, which pertains to the equity accounting related to the fair value of certain hedged liabilities within an equity method investment held by the Company wherein the ultimate realizable value of the asset supporting the hedged liabilities cannot currently be recognized at fair value.
−Removed: We believe that this adjustment recognizes future realizable value and reflects the ultimate economic benefit of this investment which will improve the Company's shareholders' equity over the hedged contract period within the investment.
+Added: The Adjusted Shareholders' Equity, Adjusted Total Capital Resources and Adjusted Book Value per Common Share at March 31, 2022 and December 31, 2021 reflect the addition of the unamortized deferred gain under the LPT/ADC Agreement to the GAAP shareholders' equity as depicted in the computations below.
+Added: The deferred gain under the LPT/ADC Agreement was $44.9 million at March 31, 2022 compared to $45.9 million at December 31, 2021, and relates to loss reserves subject to that agreement that are fully recoverable from Cavello.
+Added: The decrease in the unamortized deferred gain under the LPT/ADC Agreement for the three months ended March 31, 2022 is attributable to $1.0 million in loss and LAE recognized as favorable loss development in the Company's GAAP income statement subject to the LPT/ADC Agreement.
+Added: We believe the inclusion of this unamortized deferred gain in these metrics better reflects the ultimate economic benefit of the LPT/ADC Agreement, which will improve the Company's shareholders' equity over the settlement period under the terms of the agreement.
+Added: The Adjusted Shareholders' Equity, Adjusted Total Capital Resources and Adjusted Book Value per Common Share at December 31, 2021 also reflected the LP Investment Adjustment of $4.1 million, which pertained to the equity accounting related to the fair value of certain hedged liabilities in an equity method investment held by the Company wherein the ultimate realizable value of the asset supporting the hedged liabilities was not recognized at fair value until its sale in the three months
+Added: ended March 31, 2022.
+Added: We believe that this adjustment recognized the future realizable value and reflected the ultimate economic benefit of this investment which was sold at a realized gain in the three months ended March 31, 2022 and improved the Company's shareholders' equity over the hedged contract period of the investment.
Reconciliation of shareholders' equity to Adjusted shareholders' equity and Adjusted Total Capital Resources
−Removed: The following table computes adjusted shareholders' equity and adjusted total capital resources by recognizing the unamortized deferred gain on retroactive reinsurance as well as the LP Investment Adjustment for realizable value of intangible asset in limited partnership investment at September 30, 2021 and December 31, 2020:
−Removed: ($ in thousands) September 30, 2021 December 31, 2020 Change Change %
+Added: The following table computes adjusted shareholders' equity and adjusted total capital resources by recognizing the unamortized deferred gain under the LPT/ADC Agreement at March 31, 2022 and December 31, 2021 as well as the LP Investment Adjustment for realizable value of intangible asset in a limited partnership investment at December 31, 2021:
+Added: ($ in thousands) March 31, 2022 December 31, 2021 Change Change %
Preference shares
4 unchanged sentences
367,665 384,257 (16,592) (4.3) %
−Removed: LP Investment Adjustment 7,164 — 7,164 NM
−Removed: Unamortized deferred gain on retroactive reinsurance
−Removed: 50,645 74,941 (24,296) (32.4) %
+Added: LP Investment Adjustment — 4,083 (4,083) (100.0) %
+Added: Unamortized deferred gain on LPT/ADC Agreement 44,860 45,860 (1,000) (2.2) %
Adjusted shareholders' equity
3 unchanged sentences
Adjusted total capital resources $ 675,025 $ 696,700 $ (21,675) (3.1) %
−Removed: NM - non meaningful
Reconciliation of Book Value per Common Share to Adjusted Book Value per Common Share
−Removed: The adjusted book value per common share, as reconciled for the recognition of the unamortized deferred gain on retroactive reinsurance as well as the LP Investment Adjustment for realizable value of intangible asset in limited partnership investment at September 30, 2021 and December 31, 2020, was computed as follows:
−Removed: September 30, 2021 December 31, 2020
+Added: The adjusted book value per common share as reconciled for the recognition of the unamortized deferred gain under the LPT/ADC Agreement as well as the LP Investment Adjustment for realizable value of intangible asset in limited partnership investment at March 31, 2022 and December 31, 2021 was computed as follows:
+Added: March 31, 2022 December 31, 2021
Book value per common share
1 unchanged sentence
LP Investment Adjustment — 0.05
−Removed: Unamortized deferred gain on retroactive reinsurance
+Added: Unamortized deferred gain on LPT/ADC Agreement 0.52 0.53
Adjusted book value per common share
3 unchanged sentences
This measure is calculated using the total principal amount of debt divided by the sum of adjusted total capital resources as computed in the table above.
−Removed: The ratio of Debt to Adjusted Total Capital Resources at September 30, 2021 and December 31, 2020 was computed as follows:
−Removed: ($ in thousands) September 30, 2021 December 31, 2020
+Added: The ratio of Debt to Adjusted Total Capital Resources at March 31, 2022 and December 31, 2021 was computed as follows:
+Added: ($ in thousands) March 31, 2022 December 31, 2021
Senior notes - principal amount
15 unchanged sentences
To the extent that these exposures are not fully hedged or the hedges are ineffective, our results of operations or equity may be adversely affected.
−Removed: At September 30, 2021, no such hedges or hedging strategies were in force or had been entered into.
+Added: At March 31, 2022, no such hedges or hedging strategies were in force or had been entered into.
We measure monetary assets and liabilities denominated in foreign currencies at period end exchange rates, with the resulting foreign exchange gains and losses recognized in the unaudited Condensed Consolidated Statements of Income.
1 unchanged sentence
The effect of the translation adjustments for foreign operations is included in AOCI.
−Removed: Net foreign exchange gains of $4.1 million and $6.3 million were generated during the three and nine months ended September 30, 2021, respectively, compared to net foreign exchange losses of $6.5 million and $0.2 million for the three and nine months ended September 30, 2020, respectively.
+Added: Net foreign exchange gains of $3.9 million were generated during the three months ended March 31, 2022 compared to net foreign exchange gains of $3.4 million for the three months ended March 31, 2021.
Effects of Inflation
4 unchanged sentences
Off-Balance Sheet Arrangements
−Removed: At September 30, 2021, we did not have any off-balance sheet arrangements as defined by Item 303(a) (4) of Regulation S-K.
+Added: At March 31, 2022, we did not have any off-balance sheet arrangements as defined by Item 303(a) (4) of Regulation S-K.
Recent Accounting Pronouncements
2 unchanged sentences
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.