4 unchanged sentences
dollars, except share and per share data)
+Added: September 30,
2022 December 31,
53 unchanged sentences
dollars, except per share data)
−Removed: For the Three Months Ended June 30, For the Six Months Ended June 30,
+Added: For the Three Months Ended September 30, For the Nine Months Ended September 30,
2022 2021 2022 2021
11 unchanged sentences
6,637 7,477 20,871 24,596
−Removed: Net realized and unrealized investment gains 2,111 849 4,420 8,950
+Added: Net realized and unrealized investment (losses) gains ( 1,572 ) ( 937 ) 2,848 8,013
Total revenues
8 unchanged sentences
4,833 4,832 14,498 14,495
−Removed: Foreign exchange and other (gains) losses ( 6,586 ) 1,588 ( 10,535 ) ( 1,954 )
+Added: Foreign exchange and other gains ( 8,586 ) ( 4,116 ) ( 19,121 ) ( 6,070 )
Total expenses
25,562 24,193 54,876 64,678
−Removed: Income before income taxes and interest in (loss) income of equity method investments 3,390 5,080 1,425 11,468
+Added: (Loss) income before income taxes and interest in (loss) income of equity method investments ( 7,878 ) ( 2,485 ) ( 6,453 ) 8,983
income tax (benefit) expense ( 91 ) ( 155 ) 451 ( 363 )
Interest in (loss) income of equity method investments ( 373 ) ( 810 ) ( 2,143 ) 4,912
−Removed: Net income (loss) 1,062 8,112 ( 887 ) 17,398
+Added: Net (loss) income ( 8,160 ) ( 3,140 ) ( 9,047 ) 14,258
Gain from repurchase of preference shares — 6,004 28,233 87,168
−Removed: Net income available to Maiden common shareholders $ 25,752 $ 26,826 $ 27,346 $ 98,562
−Removed: Basic and diluted earnings per share attributable to common shareholders $ 0.29 $ 0.31 $ 0.31 $ 1.14
+Added: Net (loss) income available to Maiden common shareholders $ ( 8,160 ) $ 2,864 $ 19,186 $ 101,426
+Added: Basic and diluted (loss) earnings per share attributable to common shareholders $ ( 0.09 ) $ 0.03 $ 0.22 $ 1.17
Weighted average number of common shares - basic 87,161,499 86,433,780 86,935,823 85,937,012
4 unchanged sentences
(in thousands of U.S.
−Removed: For the Three Months Ended June 30, For the Six Months Ended June 30,
+Added: For the Three Months Ended September 30, For the Nine Months Ended September 30,
2022 2021 2022 2021
−Removed: Net income (loss) $ 1,062 $ 8,112 $ ( 887 ) $ 17,398
+Added: Net (loss) income $ ( 8,160 ) $ ( 3,140 ) $ ( 9,047 ) $ 14,258
Other comprehensive loss
−Removed: Net unrealized holdings (losses) gains on fixed maturity investments arising during period ( 24,118 ) 2,206 ( 41,582 ) ( 17,325 )
+Added: Net unrealized holdings losses on fixed maturity investments arising during period ( 14,864 ) ( 10,539 ) ( 56,446 ) ( 27,864 )
Net unrealized holdings gains (losses) on equity method investments arising during period — ( 4,078 ) 4,414 ( 7,497 )
−Removed: Adjustment for reclassification of net realized gains recognized in net income (loss) ( 410 ) ( 779 ) ( 5,648 ) ( 5,025 )
+Added: Adjustment for reclassification of net realized gains recognized in net (loss) income ( 48 ) ( 2,007 ) ( 5,696 ) ( 7,032 )
Foreign currency translation adjustment 2,246 6,036 18,094 13,627
2 unchanged sentences
Other comprehensive loss, after tax ( 12,613 ) ( 10,582 ) ( 39,338 ) ( 28,716 )
−Removed: Comprehensive (loss) income $ ( 13,096 ) $ 4,584 $ ( 27,612 ) $ ( 736 )
+Added: Comprehensive loss $ ( 20,773 ) $ ( 13,722 ) $ ( 48,385 ) $ ( 14,458 )
See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
2 unchanged sentences
(in thousands of U.S.
−Removed: For the Three Months Ended June 30, For the Six Months Ended June 30,
+Added: For the Three Months Ended September 30, For the Nine Months Ended September 30,
2022 2021 2022 2021
37 unchanged sentences
Cash settlement of restricted shares granted — — — ( 101 )
−Removed: Net income (loss) 1,062 8,112 ( 887 ) 17,398
+Added: Net (loss) income ( 8,160 ) ( 3,140 ) ( 9,047 ) 14,258
Gain on repurchase of preference shares — 6,004 28,233 87,168
14 unchanged sentences
(in thousands of U.S.
−Removed: For the Six Months Ended June 30, 2022 2021
+Added: For the Nine Months Ended September 30, 2022 2021
Cash flows from operating activities
33 unchanged sentences
Repurchase of preference shares ( 9,984 ) ( 132,153 )
+Added: Change in other liabilities due to bank overdraft — 5,764
Cash settlement of restricted shares granted and options exercised 10 ( 166 )
1 unchanged sentence
Effect of exchange rate changes on foreign currency cash, restricted cash and equivalents ( 2,152 ) ( 333 )
−Removed: Net decrease in cash, restricted cash and cash equivalents ( 4,619 ) ( 62,069 )
+Added: Net increase (decrease) in cash, restricted cash and cash equivalents 6,411 ( 84,865 )
Cash, restricted cash and cash equivalents, beginning of period 66,087 135,826
46 unchanged sentences
Since then GLS continues to develop additional opportunities consistent with its business plan which should further enhance our ability to pursue the asset and capital management pillars of our business strategy.
−Removed: GLS and its subsidiaries have completed additional transactions, and as of June 30, 2022, GLS and its subsidiaries have insurance related liabilities totaling $ 36,318 which included total reserves of $ 22,379 , derivative liability on retroactive reinsurance of $ 9,341 and deferred gains on retroactive reinsurance of $ 4,598 .
+Added: GLS and its subsidiaries have completed additional transactions, and as of September 30, 2022, GLS and its subsidiaries have insurance related liabilities totaling $ 29,510 which included total reserves of $ 16,343 , derivative liability on retroactive reinsurance of $ 9,035 and deferred gains on retroactive reinsurance of $ 4,132 .
MAIDEN HOLDINGS, LTD.
46 unchanged sentences
All remaining assets are allocated to Corporate.
−Removed: The following tables summarize the underwriting results of our reportable segments and the reconciliation of our reportable segments' underwriting results to consolidated net income for the three months ended June 30, 2022 and 2021, respectively:
−Removed: For the Three Months Ended June 30, 2022 Diversified Reinsurance AmTrust Reinsurance Total
+Added: The following tables summarize the underwriting results of our reportable segments and the reconciliation of our reportable segments' underwriting results to consolidated net loss for the three months ended September 30, 2022 and 2021, respectively:
+Added: For the Three Months Ended September 30, 2022 Diversified Reinsurance AmTrust Reinsurance Total
Gross premiums written
10 unchanged sentences
( 1,901 ) ( 521 ) ( 2,422 )
−Removed: Underwriting loss $ ( 1,273 ) $ ( 3,857 ) ( 5,130 )
−Removed: Reconciliation to net income
−Removed: Net investment income and net realized and unrealized investment gains 9,778
+Added: Underwriting income (loss) $ 40 $ ( 12,667 ) ( 12,627 )
+Added: Reconciliation to net loss
+Added: Net investment income and net realized and unrealized investment losses 5,065
Interest and amortization expenses
3 unchanged sentences
Interest in loss of equity method investments ( 373 )
−Removed: Net income $ 1,062
+Added: Net loss $ ( 8,160 )
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Segment Information (continued)
−Removed: For the Three Months Ended June 30, 2021 Diversified Reinsurance AmTrust Reinsurance Total
+Added: For the Three Months Ended September 30, 2021 Diversified Reinsurance AmTrust Reinsurance Total
Gross premiums written
11 unchanged sentences
( 1,583 ) ( 407 ) ( 1,990 )
−Removed: Underwriting (loss) income $ ( 1,231 ) $ 9,702 8,471
−Removed: Reconciliation to net income
−Removed: Net investment income and net realized and unrealized investment gains 8,127
+Added: Underwriting income (loss) $ 2,061 $ ( 5,710 ) ( 3,649 )
+Added: Reconciliation to net loss
+Added: Net investment income and net realized and unrealized investment losses 6,540
Interest and amortization expenses
−Removed: Foreign exchange and other losses, net ( 1,588 )
+Added: Foreign exchange and other gains, net 4,116
Other general and administrative expenses
Income tax benefit 155
−Removed: Interest in income from equity method investments 2,775
−Removed: Net income $ 8,112
−Removed: The following tables summarize the underwriting results of our reportable segments and the reconciliation of our reportable segments' underwriting results to consolidated net (loss) income for the six months ended June 30, 2022 and 2021, respectively:
−Removed: For the Six Months Ended June 30, 2022 Diversified Reinsurance AmTrust Reinsurance Total
+Added: Interest in loss from equity method investments ( 810 )
+Added: Net loss $ ( 3,140 )
+Added: The following tables summarize the underwriting results of our reportable segments and the reconciliation of our reportable segments' underwriting results to consolidated net (loss) income for the nine months ended September 30, 2022 and 2021, respectively:
+Added: For the Nine Months Ended September 30, 2022 Diversified Reinsurance AmTrust Reinsurance Total
Gross premiums written
25 unchanged sentences
Segment Information (continued)
−Removed: For the Six Months Ended June 30, 2021 Diversified Reinsurance AmTrust Reinsurance Total
+Added: For the Nine Months Ended September 30, 2021 Diversified Reinsurance AmTrust Reinsurance Total
Gross premiums written
11 unchanged sentences
( 6,190 ) ( 1,785 ) ( 7,975 )
−Removed: Underwriting (loss) income $ ( 1,466 ) $ 11,492 10,026
+Added: Underwriting income $ 595 $ 5,782 6,377
Reconciliation to net income
6 unchanged sentences
Net income $ 14,258
−Removed: The following tables summarize the financial position of the Company's reportable segments including the reconciliation to the Company's consolidated total assets at June 30, 2022 and December 31, 2021:
−Removed: June 30, 2022 Diversified Reinsurance AmTrust Reinsurance Total
+Added: The following tables summarize the financial position of the Company's reportable segments including the reconciliation to the Company's consolidated total assets at September 30, 2022 and December 31, 2021:
+Added: September 30, 2022 Diversified Reinsurance AmTrust Reinsurance Total
Total assets - reportable segments
12 unchanged sentences
Segment Information (continued)
−Removed: The following tables set forth financial information relating to net premiums written by major line of business and reportable segment for the three and six months ended June 30, 2022 and 2021:
−Removed: For the Three Months Ended June 30, 2022 2021
+Added: The following tables set forth financial information relating to net premiums written by major line of business and reportable segment for the three and nine months ended September 30, 2022 and 2021:
+Added: For the Three Months Ended September 30, 2022 2021
Net premiums written
13 unchanged sentences
$ 5,222 $ 6,953
−Removed: For the Six Months Ended June 30, 2022 2021
+Added: For the Nine Months Ended September 30, 2022 2021
Net premiums written Total Total
17 unchanged sentences
Segment Information (continued)
−Removed: The following tables set forth financial information relating to net premiums earned by major line of business and reportable segment for the three and six months ended June 30, 2022 and 2021:
−Removed: For the Three Months Ended June 30, 2022 2021
+Added: The following tables set forth financial information for net premiums earned by major line of business and reportable segment for the three and nine months ended September 30, 2022 and 2021:
+Added: For the Three Months Ended September 30, 2022 2021
Net premiums earned
3 unchanged sentences
$ 6,932 56.6 % $ 7,521 50.0 %
−Removed: — — % ( 10 ) ( 0.1 ) %
Total Diversified Reinsurance
11 unchanged sentences
$ 12,251 100.0 % $ 15,030 100.0 %
−Removed: For the Six Months Ended June 30, 2022 2021
+Added: For the Nine Months Ended September 30, 2022 2021
Net premiums earned Total % of Total Total % of Total
23 unchanged sentences
a) Fixed Maturities
−Removed: The amortized cost, gross unrealized gains and losses, and fair value of fixed maturities at June 30, 2022 and December 31, 2021 are as follows:
−Removed: June 30, 2022 Original or amortized cost Gross unrealized gains Gross unrealized losses Fair value
+Added: The amortized cost, gross unrealized gains and losses, and fair value of fixed maturities at September 30, 2022 and December 31, 2021 are as follows:
+Added: September 30, 2022 Original or amortized cost Gross unrealized gains Gross unrealized losses Fair value
treasury bonds
23 unchanged sentences
Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
−Removed: June 30, 2022 Amortized cost Fair value
+Added: September 30, 2022 Amortized cost Fair value
Due in one year or less
18 unchanged sentences
Less than 12 Months 12 Months or More Total
−Removed: June 30, 2022 Fair
+Added: September 30, 2022 Fair
value Unrealized
12 unchanged sentences
$ 266,547 $ ( 27,543 ) $ 105,426 $ ( 32,798 ) $ 371,973 $ ( 60,341 )
−Removed: At June 30, 2022, there were 121 securities in an unrealized loss position with a fair value of $ 434,072 and unrealized losses of $ 45,447 .
+Added: At September 30, 2022, there were 120 securities in an unrealized loss position with a fair value of $ 371,973 and unrealized losses of $ 60,341 .
Of these securities in an unrealized loss position, there were 31 securities in our portfolio that have been in an unrealized loss position for twelve months or greater with a fair value of $ 105,426 and unrealized losses of $ 32,798 .
17 unchanged sentences
The Company performs quarterly reviews of its fixed maturities in order to determine whether declines in fair value below the amortized cost basis were considered other-than-temporary in accordance with applicable guidance.
−Removed: At June 30, 2022, we determined that unrealized losses on fixed maturities were primarily due to changes in interest rates as well as the impact of foreign exchange rate changes on certain foreign currency denominated fixed maturities since their date of purchase.
+Added: At September 30, 2022, we determined that unrealized losses on fixed maturities were primarily due to changes in interest rates as well as the impact of foreign exchange rate changes on certain foreign currency denominated fixed maturities since their date of purchase.
All fixed maturity securities continue to pay the expected coupon payments under the contractual terms of the securities.
2 unchanged sentences
The Company continually monitors the credit quality of the fixed maturity investments to assess if it is probable that it will receive contractual or estimated cash flows in the form of principal and interest.
−Removed: There was no impairment recorded for the three and six months ended June 30, 2022 and 2021, respectively.
+Added: There was no impairment recorded for the three and nine months ended September 30, 2022 and 2021, respectively.
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Investments (continued)
−Removed: The following tables summarize the credit ratings of our fixed maturities as at June 30, 2022 and December 31, 2021:
−Removed: June 30, 2022 Amortized cost Fair value % of Total
+Added: The following tables summarize the credit ratings of our fixed maturities as at September 30, 2022 and December 31, 2021:
+Added: September 30, 2022 Amortized cost Fair value % of Total
treasury bonds
29 unchanged sentences
Other investments
−Removed: The table shows the composition of the Company's other investments as of June 30, 2022 and December 31, 2021:
−Removed: June 30, 2022 December 31, 2021
+Added: The table shows the composition of the Company's other investments as of September 30, 2022 and December 31, 2021:
+Added: September 30, 2022 December 31, 2021
Carrying value % of Total Carrying value % of Total
5 unchanged sentences
Total other investments $ 140,804 100.0 % $ 117,722 100.0 %
−Removed: The Company's investments in direct lending entities of $ 49,479 at June 30, 2022 (December 31, 2021 - $ 42,976 ) are carried at cost less impairment, if any, with any indication of impairment recognized in net income when determined.
−Removed: No impairment was recognized for the three and six months ended June 30, 2022 and 2021.
+Added: The Company's investments in direct lending entities of $ 52,783 at September 30, 2022 (December 31, 2021 - $ 42,976 ) are carried at cost less impairment, if any, with any indication of impairment recognized in net income when determined.
+Added: No impairment was recognized for the three and nine months ended September 30, 2022 and 2021.
Please see "Note 5(d).
11 unchanged sentences
There is no active market for these investments.
−Removed: The following table provides the cost and fair values of the equity securities held at June 30, 2022 and December 31, 2021:
−Removed: June 30, 2022 December 31, 2021
+Added: The following table provides the cost and fair values of the equity securities held at September 30, 2022 and December 31, 2021:
+Added: September 30, 2022 December 31, 2021
Cost Fair Value Cost Fair Value
4 unchanged sentences
The Company's equity method investments include real estate investments, hedge fund investments, and other investments.
−Removed: The table below shows the carrying value of our equity method investments as of June 30, 2022 and December 31, 2021:
−Removed: June 30, 2022 December 31, 2021
+Added: The table below shows the carrying value of our equity method investments as of September 30, 2022 and December 31, 2021:
+Added: September 30, 2022 December 31, 2021
Carrying Value % of Total Carrying Value % of Total
9 unchanged sentences
c) Net Investment Income
−Removed: Net investment income was derived from the following sources for the three and six months ended June 30, 2022 and 2021:
−Removed: For the Three Months Ended June 30, For the Six Months Ended June 30,
+Added: Net investment income was derived from the following sources for the three and nine months ended September 30, 2022 and 2021:
+Added: For the Three Months Ended September 30, For the Nine Months Ended September 30,
2022 2021 2022 2021
11 unchanged sentences
Realized gains or losses on the sale of investments are determined on the basis of the first in first out cost method.
−Removed: The following tables show the net realized and unrealized investment gains (losses) included in the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2022 and 2021:
+Added: The following tables show the net realized and unrealized investment gains (losses) included in the Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2022 and 2021:
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Investments (continued)
−Removed: For the Three Months Ended June 30, 2022 Gross gains Gross losses Net
+Added: For the Three Months Ended September 30, 2022 Gross gains Gross losses Net
Fixed maturities
3 unchanged sentences
Net realized and unrealized investment gains (losses) $ 1,201 $ ( 2,773 ) $ ( 1,572 )
−Removed: For the Three Months Ended June 30, 2021 Gross gains Gross losses Net
+Added: For the Three Months Ended September 30, 2021 Gross gains Gross losses Net
Fixed maturities
2 unchanged sentences
Other investments
+Added: 297 ( 130 ) 167
Net realized and unrealized investment gains (losses) $ 2,293 $ ( 3,230 ) $ ( 937 )
−Removed: For the Six Months Ended June 30, 2022 Gross gains Gross losses Net
+Added: For the Nine Months Ended September 30, 2022 Gross gains Gross losses Net
Fixed maturities
4 unchanged sentences
Net realized and unrealized investment gains (losses) $ 8,530 $ ( 5,682 ) $ 2,848
−Removed: For the Six Months Ended June 30, 2021 Gross gains Gross losses Net
+Added: For the Nine Months Ended September 30, 2021 Gross gains Gross losses Net
Fixed maturities
2 unchanged sentences
Other investments
+Added: 838 ( 149 ) 689
Net realized and unrealized investment gains (losses) $ 12,143 $ ( 4,130 ) $ 8,013
Realized and unrealized gains and losses from equity securities detailed above include both sales of equity securities and unrealized gains and losses from fair value changes.
−Removed: The unrealized gains and losses recognized in net income for the three and six months ended June 30, 2022 and 2021 for investments still held at June 30, 2022 and 2021, respectively, were as follows:
−Removed: For the Three Months Ended June 30, For the Six Months Ended June 30,
+Added: The unrealized gains and losses recognized in net income for the three and nine months ended September 30, 2022 and 2021 for investments still held at September 30, 2022 and 2021, respectively, were as follows:
+Added: For the Three Months Ended September 30, For the Nine Months Ended September 30,
2022 2021 2022 2021
−Removed: Net gains (losses) recognized for equity securities during the period $ 3,339 $ ( 526 ) $ 2,847 $ 4,406
−Removed: Net gains recognized for equity securities divested during the period — — — ( 441 )
+Added: Net gains (losses) recognized for equity securities $ 154 $ ( 2,895 ) $ 3,001 $ 1,530
+Added: Net gains recognized for equity securities divested — — — ( 441 )
Unrealized gains (losses) recognized for equity securities still held at reporting date $ 154 $ ( 2,895 ) $ 3,001 $ 1,089
−Removed: Proceeds from sales of fixed maturity investments were $ 2,934 and $ 104,538 for the three and six months ended June 30, 2022, respectively (2021 - $ 52,538 and $ 206,354 , respectively).
−Removed: Net unrealized gains (losses) were as follows at June 30, 2022 and December 31, 2021, respectively:
−Removed: June 30, 2022 December 31, 2021
+Added: Proceeds from sales of fixed maturity investments were $ 35,107 and $ 139,645 for the three and nine months ended September 30, 2022, respectively (2021 - $ 126,282 and $ 332,636 , respectively).
+Added: Net unrealized gains (losses) were as follows at September 30, 2022 and December 31, 2021, respectively:
+Added: September 30, 2022 December 31, 2021
Fixed maturity investments $ ( 60,341 ) $ 1,801
13 unchanged sentences
The assets in trust as collateral are primarily cash and highly rated fixed maturities.
−Removed: The fair values of restricted assets at June 30, 2022 and December 31, 2021 included:
−Removed: June 30, 2022 December 31, 2021
+Added: The fair values of restricted assets at September 30, 2022 and December 31, 2021 are:
+Added: September 30, 2022 December 31, 2021
Restricted cash – third party agreements $ 15,297 $ 19,177
55 unchanged sentences
ASC 825, "Disclosure About Fair Value of Financial Instruments" , requires all entities to disclose the fair value of their financial instruments for assets and liabilities recognized and not recognized in the balance sheet, for which it is practicable to estimate fair value.
−Removed: The following describes the valuation techniques used by the Company to determine the fair value of financial instruments that are measured at fair value on a recurring basis held at June 30, 2022 and December 31, 2021.
+Added: The following describes the valuation techniques used by the Company to determine the fair value of financial instruments that are measured at fair value on a recurring basis held at September 30, 2022 and December 31, 2021.
government and U.S.
62 unchanged sentences
In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active trading markets and the lowest priority to unobservable inputs that reflect significant market assumptions.
−Removed: At June 30, 2022 and December 31, 2021, the Company classified its financial instruments measured at fair value on a recurring basis in the following valuation hierarchy:
−Removed: June 30, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value Based on NAV Practical Expedient Total Fair Value
+Added: At September 30, 2022 and December 31, 2021, the Company classified its financial instruments measured at fair value on a recurring basis in the following valuation hierarchy:
+Added: September 30, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value Based on NAV Practical Expedient Total Fair Value
Fixed maturities
29 unchanged sentences
The Company analyzes and reviews the information and prices received from the Pricing Service to ensure that the prices provided represent a reasonable estimate of fair value.
−Removed: The Pricing Service was utilized to estimate fair value measurements for 98.9 % and 99.0 % of our fixed maturities at June 30, 2022 and December 31, 2021, respectively.
+Added: The Pricing Service was utilized to estimate fair value measurements for 98.8 % and 99.0 % of our fixed maturities at September 30, 2022 and December 31, 2021, respectively.
The Pricing Service utilizes market quotations for fixed maturity securities that have quoted market prices in active markets.
6 unchanged sentences
Fair Value of Financial Instruments (continued)
−Removed: At June 30, 2022 and December 31, 2021, approximately 1.1 % and 1.0 %, respectively, of our fixed maturities were valued using the market approach.
−Removed: At June 30, 2022, one security or $ 4,849 (2021 - one security or $ 6,225 ) of our fixed maturity investment portfolio classified as Level 2 were priced using a quotation from a broker and/or custodian as opposed to the Pricing Service due to lack of information available.
−Removed: At June 30, 2022 and December 31, 2021, the Company has not adjusted any pricing provided to it based on the review performed by its investment managers.
−Removed: During the six months ended June 30, 2021, the Company transferred its equity investment in an insurtech start-up company focused on technological advancement in the automobile insurance industry out of Level 3 within the fair value hierarchy and into Level 1 due to the recent completion of its initial public offering.
−Removed: There were no transfers to or from Level 3 during the six months ended June 30, 2022.
+Added: At September 30, 2022 and December 31, 2021, approximately 1.2 % and 1.0 %, respectively, of our fixed maturities were valued using the market approach.
+Added: At September 30, 2022, one security or $ 4,411 (2021 - one security or $ 6,225 ) of our fixed maturity investment portfolio classified as Level 2 were priced using a quotation from a broker and/or custodian as opposed to the Pricing Service due to lack of information available.
+Added: At September 30, 2022 and December 31, 2021, the Company has not adjusted any pricing provided to it based on the review performed by its investment managers.
+Added: During the nine months ended September 30, 2021, the Company transferred its equity investment in an insurtech start-up company focused on technological advancement in the automobile insurance industry out of Level 3 within the fair value hierarchy and into Level 1 due to the recent completion of its initial public offering.
+Added: There were no transfers to or from Level 3 during the nine months ended September 30, 2022.
(c) Level 3 Financial Instruments
−Removed: At June 30, 2022, the Company holds Level 3 financial instruments which include privately held equity investments of $ 36,194 (December 31, 2021 - $ 27,094 ) and derivative liability on retroactive reinsurance of $ 9,341 .
+Added: At September 30, 2022, the Company holds Level 3 financial instruments which include privately held equity investments of $ 17,305 (December 31, 2021 - $ 6,094 ) and derivative liability on retroactive reinsurance of $ 9,035 .
The fair value of privately held equity investments are estimated using quarterly unaudited capital or financial statements or recent private market transactions, where applicable.
1 unchanged sentence
Due to significant unobservable inputs in these valuations, the Company classifies the fair values as Level 3 within the fair value hierarchy.
−Removed: The following table provides a summary of quantitative information regarding the significant unobservable inputs used in determining the fair value of other investments measured at fair value on a recurring basis under the Level 3 classification at June 30, 2022:
+Added: The following table provides a summary of quantitative information regarding the significant unobservable inputs used in determining the fair value of other investments measured at fair value on a recurring basis under the Level 3 classification at September 30, 2022:
Fair Value Valuation Technique Unobservable Inputs Range
3 unchanged sentences
Derivative liability on retroactive reinsurance $ 9,035 Discounted cash flows Duration matched discount rates 2.0 % to 3.0 %
−Removed: The following table shows the reconciliation of the beginning and ending balances for investments measured at fair value on a recurring basis using Level 3 inputs for the three and six months ended June 30, 2022 and 2021.
+Added: The following table shows the reconciliation of beginning and ending balances for investments measured at fair value on a recurring basis using Level 3 inputs for the three and nine months ended September 30, 2022 and 2021.
The Company includes any related interest and dividend income in net investment income and are excluded from the reconciliation in the table below:
−Removed: For the Three Months Ended June 30, For the Six Months Ended June 30,
+Added: For the Three Months Ended September 30, For the Nine Months Ended September 30,
2022 2021 2022 2021
1 unchanged sentence
Sales — — ( 1,000 ) —
−Removed: Net unrealized gains (losses) 3,659 — 3,659 —
+Added: Net unrealized gains 111 — 3,770 —
Purchases 2,000 — 8,441 4,250
3 unchanged sentences
The fair value of financial instruments accounting guidance also applies to financial instruments disclosed, but not carried, at fair value, except for certain financial instruments related to insurance contracts .
−Removed: At June 30, 2022, the carrying values of cash equivalents (including restricted amounts), accrued investment income, reinsurance balances receivable, loan to related party, liability for securities purchased and certain other assets and liabilities approximate fair values due to their inherent short duration.
+Added: At September 30, 2022, the carrying values of cash equivalents (including restricted amounts), accrued investment income, reinsurance balances receivable, loan to related party, liability for securities purchased and certain other assets and liabilities approximate fair values due to their inherent short duration.
As these financial instruments are not actively traded, the fair values of these financial instruments are classified as Level 2.
8 unchanged sentences
Long-Term Debt" ) are based on indicative market pricing obtained from a third-party pricing service which uses observable market inputs, and therefore the fair values of these liabilities are classified as Level 2.
−Removed: The following table presents the respective carrying value and fair value for the Senior Notes as at June 30, 2022 and December 31, 2021:
−Removed: June 30, 2022 December 31, 2021
+Added: The following table presents the respective carrying value and fair value for the Senior Notes as at September 30, 2022 and December 31, 2021:
+Added: September 30, 2022 December 31, 2021
Carrying Value Fair Value Carrying Value Fair Value
6 unchanged sentences
a) Common Shares
−Removed: At June 30, 2022, the aggregate authorized share capital of the Company is 150,000,000 shares from which 93,414,080 common shares were issued, of which 87,161,499 common shares are outstanding, and 18,600,000 preference shares were issued, all of which are outstanding.
−Removed: The remaining 37,985,920 shares are undesignated at June 30, 2022.
+Added: At September 30, 2022, the aggregate authorized share capital of the Company is 150,000,000 shares from which 93,414,080 common shares were issued, of which 87,161,499 common shares are outstanding, and 18,600,000 preference shares were issued, all of which are outstanding.
+Added: The remaining 37,985,920 shares are undesignated at September 30, 2022.
Excluding the preference shares held by Maiden Reinsurance, a total of 4,786,884 preference shares are held by non-affiliates.
2 unchanged sentences
The authorizations are collectively referred to as the "2021 Preference Share Repurchase Program".
−Removed: The following table shows the summary of the Company's preference shares repurchases made for the three and six months ended June 30, 2022 and 2021, respectively:
−Removed: For the Three Months Ended June 30, 2022 For the Three Months Ended June 30, 2021 For the Six Months Ended June 30, 2022 For the Six Months Ended June 30, 2021
−Removed: Number of shares purchased Average price of shares purchased Number of shares purchased Average price of shares purchased Number of shares purchased Average price of shares purchased Number of shares purchased Average price of shares purchased
+Added: The following table shows the summary of the Company's preference shares repurchases made for the nine months ended September 30, 2022 and three and nine months ended September 30, 2021;
+Added: no preference shares were repurchased during the three months ended September 30, 2022:
+Added: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2022 For the Nine Months Ended September 30, 2021
+Added: Number of shares purchased Average price of shares purchased Number of shares purchased Average price of shares purchased Number of shares purchased Average price of shares purchased
Series A 135,353 $ 13.51 435,639 $ 5.27 3,519,093 $ 14.74
4 unchanged sentences
Gain on purchase $ 6,004 $ 28,233 $ 87,168
−Removed: The following table shows the summary of changes for the Company's preference shares outstanding (including the total of the Company's preference shares held by Maiden Reinsurance pursuant to the cash tender offer in December 2020 and the 2021 Preference Share Repurchase Program) at June 30, 2022:
−Removed: As of June 30, 2022
+Added: The following table shows the summary of changes for the Company's preference shares outstanding (including the total of the Company's preference shares held by Maiden Reinsurance pursuant to the cash tender offer in December 2020 and the 2021 Preference Share Repurchase Program) at September 30, 2022:
+Added: As of September 30, 2022
Series A Series C Series D Total
3 unchanged sentences
Percentage held by Maiden Reinsurance 75.0 % 73.6 % 74.3 % 74.3 %
−Removed: The Company's remaining authorization for preference share repurchases was $ 3,861 at June 30, 2022.
+Added: The Company's remaining authorization for preference share repurchases was $ 3,861 at September 30, 2022.
Please refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 for more details on preference shares.
+Added: The Company has announced its intention to exchange all outstanding preference shares for the Company's common shares subsequent to September 30, 2022.
+Added: Please see "Note 14.
+Added: Subsequent Events" for details.
MAIDEN HOLDINGS, LTD.
5 unchanged sentences
On February 21, 2017, the Company's Board of Directors approved the repurchase of up to $ 100,000 of the Company's common shares from time to time at market prices.
−Removed: The Company has a remaining authorization of $ 74,245 for common share repurchases at June 30, 2022 (December 31, 2021 - $ 74,245 ).
−Removed: No repurchases were made during the three and six months ended June 30, 2022 and 2021 under the common share repurchase plan.
−Removed: During the six months ended June 30, 2022, the Company repurchased 403,716 common shares (2021 - 799,548 ) at an average price per share of $ 2.50 (2021 - $ 2.95 ) from employees, which represent withholding in respect of tax obligations on the vesting of both non-performance-based and discretionary performance-based restricted shares.
−Removed: There were no repurchases made during the three months ended June 30, 2022 and 2021.
+Added: The Company has a remaining authorization of $ 74,245 for common share repurchases at September 30, 2022 (December 31, 2021 - $ 74,245 ).
+Added: No repurchases were made during the three and nine months ended September 30, 2022 and 2021 under the common share repurchase plan.
+Added: During the three months ended September 30, 2021, the Company repurchased a total of 21,509 common shares at an average price per share of $ 3.43 from employees, which represent withholding in respect of tax obligations on the vesting of both non-performance-based and discretionary performance-based restricted shares.
+Added: There were no repurchases made during the three months ended September 30, 2022.
+Added: During the nine months ended September 30, 2022, the Company repurchased 403,716 common shares (2021 - 821,057 ) at an average price per share of $ 2.50 (2021 - $ 2.96 ) from employees, which represent withholding in respect of tax obligations on the vesting of both non-performance-based and discretionary performance-based restricted shares.
d) Accumulated Other Comprehensive Income (Loss)
The following tables set forth financial information regarding the changes in the balances of each component of AOCI:
−Removed: For the Three Months Ended June 30, 2022 Change in net unrealized gains on investment Foreign currency translation Total
+Added: For the Three Months Ended September 30, 2022 Change in net unrealized gains on investment Foreign currency translation Total
Beginning balance $ ( 45,266 ) $ 6,326 $ ( 38,940 )
3 unchanged sentences
Ending balance, Maiden shareholders $ ( 60,125 ) $ 8,572 $ ( 51,553 )
−Removed: For the Three Months Ended June 30, 2021 Change in net unrealized gains on investment Foreign currency translation Total
+Added: For the Three Months Ended September 30, 2021 Change in net unrealized gains on investment Foreign currency translation Total
Beginning balance $ 23,632 $ ( 17,909 ) $ 5,723
−Removed: Other comprehensive loss before reclassifications ( 194 ) ( 2,555 ) ( 2,749 )
+Added: Other comprehensive (loss) income before reclassifications ( 14,611 ) 6,036 ( 8,575 )
Amounts reclassified from AOCI to net income, net of tax ( 2,007 ) — ( 2,007 )
−Removed: Net current period other comprehensive loss ( 973 ) ( 2,555 ) ( 3,528 )
+Added: Net current period other comprehensive (loss) income ( 16,618 ) 6,036 ( 10,582 )
Ending balance, Maiden shareholders $ 7,014 $ ( 11,873 ) $ ( 4,859 )
−Removed: For the Six Months Ended June 30, 2022 Change in net unrealized gains on investment Foreign currency translation Total
+Added: For the Nine Months Ended September 30, 2022 Change in net unrealized gains on investment Foreign currency translation Total
Beginning balance
6 unchanged sentences
$ ( 60,125 ) $ 8,572 $ ( 51,553 )
−Removed: For the Six Months Ended June 30, 2021 Change in net unrealized gains on investment Foreign currency translation Total
+Added: For the Nine Months Ended September 30, 2021 Change in net unrealized gains on investment Foreign currency translation Total
Beginning balance
10 unchanged sentences
Long-Term Debt
−Removed: At June 30, 2022 and December 31, 2021, Maiden Holdings had outstanding publicly-traded senior notes which were issued in 2016 ("2016 Senior Notes") and its wholly owned subsidiary, Maiden Holdings North America, Ltd.
+Added: At September 30, 2022 and December 31, 2021, Maiden Holdings had outstanding publicly-traded senior notes which were issued in 2016 ("2016 Senior Notes") and its wholly owned subsidiary, Maiden Holdings North America, Ltd.
("Maiden NA") had outstanding publicly-traded senior notes which were issued in 2013 ("2013 Senior Notes") (collectively "Senior Notes").
1 unchanged sentence
The Senior Notes are unsecured and unsubordinated obligations of the Company.
−Removed: The following tables detail the issuances of Senior Notes outstanding at June 30, 2022 and December 31, 2021:
−Removed: June 30, 2022 2016 Senior Notes 2013 Senior Notes Total
+Added: The following tables detail the issuances of Senior Notes outstanding at September 30, 2022 and December 31, 2021:
+Added: September 30, 2022 2016 Senior Notes 2013 Senior Notes Total
Principal amount
13 unchanged sentences
Effective interest rate 7.07 % 8.04 %
−Removed: The interest expense incurred on the Senior Notes for the three and six months ended June 30, 2022 was $ 4,776 and $ 9,553 , respectively (2021 - $ 4,776 and $ 9,553 , respectively), of which $ 1,342 was accrued at both June 30, 2022 and December 31, 2021, respectively.
+Added: The interest expense incurred on the Senior Notes for the three and nine months ended September 30, 2022 was $ 4,776 and $ 14,329 , respectively (2021 - $ 4,776 and $ 14,329 , respectively), of which $ 1,342 was accrued at both September 30, 2022 and December 31, 2021, respectively.
The issuance costs related to the Senior Notes were capitalized and are being amortized over the effective life of the Senior Notes.
−Removed: The amortization expense for the three and six months ended June 30, 2022 was $ 57 and $ 112 , respectively (2021 - $ 56 and $ 110 , respectively).
+Added: The amortization expense for the three and nine months ended September 30, 2022 was $ 57 and $ 169 , respectively (2021 - $ 56 and $ 166 , respectively).
Under the terms of the 2013 Senior Notes, the 2013 Senior Notes can be redeemed, in whole or in part, at Maiden NA's option at any time and from time to time, until maturity at a redemption price equal to 100 % of the principal amount of the notes to be redeemed plus accrued but unpaid interest on the principal amount being redeemed to, but not including, the redemption date.
11 unchanged sentences
In the event that one or more of our reinsurers or retrocessionaires are unable to meet their obligations under these agreements, the Company would not realize the full value of the reinsurance recoverable balances.
−Removed: The effect of ceded reinsurance on net premiums written and earned and on net loss and LAE for the six months ended June 30, 2022 and 2021 was as follows:
−Removed: For the Six Months Ended June 30, 2022 2021
+Added: The effect of ceded reinsurance on net premiums written and earned and on net loss and LAE for the nine months ended September 30, 2022 and 2021 was as follows:
+Added: For the Nine Months Ended September 30, 2022 2021
Premiums written
12 unchanged sentences
$ 22,017 $ 7,546
−Removed: The Company's reinsurance recoverable on unpaid losses balance as at June 30, 2022 was $ 554,846 (December 31, 2021 - $ 562,845 ) presented in the Condensed Consolidated Balance Sheets.
−Removed: At June 30, 2022 and December 31, 2021, the Company had no valuation allowance against reinsurance recoverable on unpaid losses.
+Added: The Company's reinsurance recoverable on unpaid losses balance as at September 30, 2022 was $ 547,975 (December 31, 2021 - $ 562,845 ) presented in the Condensed Consolidated Balance Sheets.
+Added: At September 30, 2022 and December 31, 2021, the Company had no valuation allowance against reinsurance recoverable on unpaid losses.
On December 27, 2018, Cavello Bay Reinsurance Limited ("Cavello") and Maiden Reinsurance entered into a retrocession agreement pursuant to which certain assets and liabilities associated with the U.S.
treaty reinsurance business held by Maiden Reinsurance were 100.0 % retroceded to Cavello in exchange for a ceding commission.
−Removed: The reinsurance recoverable on unpaid losses due from Cavello under this retrocession agreement was $ 67,737 at June 30, 2022 (December 31, 2021 - $ 69,006 ).
+Added: The reinsurance recoverable on unpaid losses due from Cavello under this retrocession agreement was $ 67,181 at September 30, 2022 (December 31, 2021 - $ 69,006 ).
On July 31, 2019, Maiden Reinsurance and Cavello entered into a Loss Portfolio Transfer and Adverse Development Cover Agreement ("LPT/ADC Agreement") pursuant to which Cavello assumed the loss reserves as of December 31, 2018 associated with the AmTrust Quota Share in excess of a $ 2,178,535 retention up to $ 600,000 , in exchange for a retrocession premium of $ 445,000 .
5 unchanged sentences
Consequently, cumulative adverse development subsequent to December 31, 2018 may result in significant losses from operations until periods when the deferred gain is recognized as a benefit to earnings.
−Removed: As of June 30, 2022, the reinsurance recoverable on unpaid losses under the LPT/ADC Agreement was $ 486,397 while the deferred gain liability under the LPT/ADC Agreement was $ 41,397 (December 31, 2021 - $ 490,860 and $ 45,860 , respectively).
+Added: As of September 30, 2022, the reinsurance recoverable on unpaid losses under the LPT/ADC Agreement was $ 480,138 while the deferred gain liability under the LPT/ADC Agreement was $ 35,138 (December 31, 2021 - $ 490,860 and $ 45,860 , respectively).
Amortization of the deferred gain will not occur until paid losses have exceeded the minimum retention under the LPT/ADC Agreement, which is estimated to be in 2025.
2 unchanged sentences
Related Party Transactions".
−Removed: As of June 30, 2022, the amount of collateral required was $ 413,980 .
+Added: As of September 30, 2022, the amount of collateral required was $ 424,588 .
Under the terms of the LPT/ADC Agreement, the covered losses associated with the Commutation and Release Agreement with AmTrust are eligible to be covered but recoverable only when such losses are paid or settled by AII or its affiliates, provided such losses and other related amounts shall not exceed $ 312,786 .
−Removed: Cavello's parent company, Enstar, has credit ratings of BBB from both Standard & Poor's and Fitch Ratings at June 30, 2022.
+Added: Cavello's parent company, Enstar, has credit ratings of BBB from both Standard & Poor's and Fitch Ratings at September 30, 2022.
MAIDEN HOLDINGS, LTD.
16 unchanged sentences
The reserve for loss and LAE consists of:
−Removed: June 30, 2022 December 31, 2021
+Added: September 30, 2022 December 31, 2021
Reserve for reported loss and LAE
5 unchanged sentences
The following table represents a reconciliation of our beginning and ending gross and net loss and LAE reserves:
−Removed: For the Six Months Ended June 30, 2022 2021
+Added: For the Nine Months Ended September 30, 2022 2021
Gross loss and LAE reserves, January 1
7 unchanged sentences
( 5,493 ) ( 23,713 )
−Removed: 4,591 ( 2,968 )
Net paid losses related to:
6 unchanged sentences
( 50,574 ) ( 21,332 )
−Removed: Net loss and LAE reserves, June 30 720,261 1,109,041
−Removed: Reinsurance recoverable on unpaid losses, June 30 554,846 565,549
−Removed: Gross loss and LAE reserves, June 30 $ 1,275,107 $ 1,674,590
+Added: Net loss and LAE reserves, September 30 598,109 1,005,899
+Added: Reinsurance recoverable on unpaid losses, September 30 547,975 561,627
+Added: Gross loss and LAE reserves, September 30 $ 1,146,084 $ 1,567,526
Prior period development arises from changes to loss estimates recognized in the current year that relate to loss reserves established in previous calendar years.
The favorable or unfavorable development reflects changes in management's best estimate of the ultimate losses under the relevant reinsurance policies after considerable review of changes in actuarial assessments.
−Removed: The Company recognized adverse prior year loss development of $ 958 for the three months ended June 30, 2022 and favorable prior year loss development of $ 6,327 for the six months ended June 30, 2022 (2021 - favorable $ 12,807 and $ 18,361 , respectively).
−Removed: In the Diversified Reinsurance segment, there was adverse prior year loss development of $ 826 for the three months ended June 30, 2022 and favorable prior year loss development of $ 1,385 for the six months ended June 30, 2022 (2021 - favorable $ 951 and $ 937 , respectively).
−Removed: Prior year loss development for the six months ended June 30, 2022 was due to favorable reserve development in German Auto Programs partly offset by adverse development in European Capital Solutions that occurred in the second quarter of 2022.
−Removed: Prior year loss development for the three and six months ended June 30, 2021 was largely due to favorable reserve development in German Auto Programs, European Capital Solutions and other runoff business.
+Added: The Company recognized adverse prior year loss development of $ 834 for the three months ended September 30, 2022 and favorable prior year loss development of $ 5,493 for the nine months ended September 30, 2022 (2021 - favorable $ 5,352 and $ 23,713 , respectively).
+Added: In the Diversified Reinsurance segment, there was favorable prior year loss development of $ 590 and $ 1,975 for the three and nine months ended September 30, 2022 (2021 - favorable $ 1,676 and $ 2,613 , respectively).
+Added: Prior year loss development for the three and nine months ended September 30, 2022 was primarily due to favorable reserve development in German Auto Programs and GLS policies partly offset by adverse development in European Capital Solutions.
+Added: Prior year loss development for the three and nine months ended September 30, 2021 was due to favorable reserve development in German Auto Programs, European Capital Solutions and other runoff business.
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Reserve for Loss and Loss Adjustment Expenses (continued)
−Removed: In the AmTrust Reinsurance segment, there was adverse prior year loss development of $ 132 for the three months ended June 30, 2022 and favorable prior year loss development of $ 4,942 for the six months ended June 30, 2022 (2021 - favorable $ 11,856 and $ 17,424 , respectively).
−Removed: The net adverse prior year loss development for the three months ended June 30, 2022 was driven by modest unfavorable movements in General Liability and Commercial Auto Liability partly offset by continued favorable development in Workers Compensation.
−Removed: The net favorable prior year loss development for the six months ended June 30, 2022 was primarily due to favorable development from Workers Compensation partly offset by deterioration in General Liability and to a lesser extent Commercial Auto.
−Removed: The net favorable prior year loss development for the three and six months ended June 30, 2021 was primarily due to favorable development in Workers Compensation and Commercial Auto Liability partly offset by adverse development in Hospital Liability.
−Removed: The change in the deferred gain on retroactive reinsurance was $ 5,288 for the six months ended June 30, 2022 (2021 - $ 20,687 ).
−Removed: This change included a decrease in the deferred gain liability and related reinsurance recoverable on unpaid losses under the LPT/ADC Agreement with Cavello of $ 4,463 for the six months ended June 30, 2022 (2021 - $ 20,687 ) due to favorable development on loss reserves covered under the LPT/ADC Agreement.
−Removed: The deferred gain on retroactive reinsurance under the LPT/ADC Agreement represents the cumulative adverse development for covered risks in the AmTrust Quota Share as of June 30, 2022 and December 31, 2021.
+Added: In the AmTrust Reinsurance segment, net adverse prior year loss development was $ 1,424 during the three months ended September 30, 2022, compared to favorable prior year loss development of $ 3,676 for the same period in 2021.
+Added: Net adverse prior year loss development for the three months ended September 30, 2022 was driven by unfavorable movements in European Hospital Liability due to higher than expected loss emergence in Italian Hospital Liability policies as well as the agreed exit cost of $ 3,666 (€ 3,444 ) for the commutation of French Hospital Liability policies as described in "Note 10.
+Added: Related Party Transactions";
+Added: partly offset by favorable runoff of Workers Compensation business.
+Added: Net favorable prior year loss development for the three months ended September 30, 2021 was experienced in Workers Compensation and Commercial Auto Liability.
+Added: In the AmTrust Reinsurance segment, net favorable prior year loss development was $ 3,518 during the nine months ended September 30, 2022, compared to net favorable prior year loss development of $ 21,100 for the same period in 2021.
+Added: Net favorable prior year loss development of $ 3,518 during the nine months ended September 30, 2022 included $ 5,346 of favorable reserve adjustments for estimated surcharges on Workers' Compensation policies and inuring AmTrust reinsurance for programs in Specialty Risk and Extended Warranty cessions ("AmTrust Cession Adjustments").
+Added: Excluding the AmTrust Cession Adjustments, there was adverse development of $ 1,828 for the nine months ended September 30, 2022 driven by unfavorable movements in European Hospital Liability due to higher than expected loss emergence in Italian Hospital Liability policies as well as the agreed exit cost of $ 3,666 (€ 3,444 ) for the commutation of French Hospital Liability policies as described in "Note 10.
+Added: Related Party Transactions";
+Added: partly offset by favorable runoff of Workers Compensation business.
+Added: Prior year favorable loss development in 2021 in Workers Compensation and Commercial Auto Liability was partly offset by adverse development in Hospital Liability.
+Added: The change in the deferred gain on retroactive reinsurance was $ 12,024 for the nine months ended September 30, 2022 (2021 - $ 24,296 ).
+Added: This change included a decrease in the deferred gain liability and related reinsurance recoverable on unpaid losses under the LPT/ADC Agreement with Cavello of $ 10,722 for the nine months ended September 30, 2022 (2021 - $ 24,296 ) due to favorable development on loss reserves covered under the LPT/ADC Agreement.
+Added: The deferred gain on retroactive reinsurance under the LPT/ADC Agreement represents the cumulative adverse development for covered risks in the AmTrust Quota Share as of September 30, 2022 and December 31, 2021.
Amortization of the deferred gain will not occur until paid losses have exceeded the minimum retention under the LPT/ADC Agreement, which is estimated to be in 2025.
22 unchanged sentences
The Partial Termination Amendment resulted in Maiden Reinsurance returning $ 647,980 in unearned premium to AII, or $ 436,760 net of applicable ceding commission and brokerage during the second quarter of 2019.
−Removed: Subsequently, on January 30, 2019, Maiden Reinsurance and AII agreed to terminate the remaining business subject to the AmTrust Quota Share on a run-off basis effective as of January 1, 2019.
−Removed: Effective July 31, 2019, Maiden Reinsurance and AII entered into a Commutation and Release Agreement which provided for AII to assume all reserves ceded by AII to Maiden Reinsurance with respect to its proportional 40 % share of the ultimate net loss under the AmTrust Quota Share related to the commuted business including:
−Removed: (a) all losses incurred in Accident Year 2017 and Accident Year 2018 under California workers' compensation policies and as defined in the AmTrust Quota Share ("Commuted California Business");
−Removed: and (b) all losses incurred in Accident Year 2018 under New York workers' compensation policies ("Commuted New York Business"), and together with the Commuted California Business ("Commuted Business") in
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Related Party Transactions (continued)
−Removed: exchange for the release and full discharge of Maiden Reinsurance's obligations to AII with respect to the Commuted Business.
+Added: Subsequently, on January 30, 2019, Maiden Reinsurance and AII agreed to terminate the remaining business subject to the AmTrust Quota Share on a run-off basis effective as of January 1, 2019.
+Added: Effective July 31, 2019, Maiden Reinsurance and AII entered into a Commutation and Release Agreement which provided for AII to assume all reserves ceded by AII to Maiden Reinsurance with respect to its proportional 40 % share of the ultimate net loss under the AmTrust Quota Share related to the commuted business including:
+Added: (a) all losses incurred in Accident Year 2017 and Accident Year 2018 under California workers' compensation policies and as defined in the AmTrust Quota Share ("Commuted California Business");
+Added: and (b) all losses incurred in Accident Year 2018 under New York workers' compensation policies ("Commuted New York Business"), and together with the Commuted California Business ("Commuted Business") in exchange for the release and full discharge of Maiden Reinsurance's obligations to AII with respect to the Commuted Business.
The Commuted Business excludes any business classified by AII as Specialty Program or Specialty Risk business.
11 unchanged sentences
Thereafter, on January 30, 2019, Maiden Reinsurance, AEL and AIU DAC agreed to terminate the European Hospital Liability Quota Share on a run-off basis effective as of January 1, 2019.
−Removed: The table below shows the effect of both of these quota share arrangements with AmTrust on the Company's Condensed Consolidated Income Statements for the three and six months ended June 30, 2022 and 2021, respectively:
−Removed: For the Three Months Ended June 30, For the Six Months Ended June 30,
+Added: Effective July 1, 2022, Maiden Reinsurance and AIU DAC entered into an agreement ("Commutation Agreement") which provided for AIU DAC to assume all reserves ceded by AIU DAC to Maiden Reinsurance with respect to AIU DAC’s French Medical Malpractice exposures for underwriting years 2012 through 2018 reinsured by Maiden Reinsurance under the European Hospital Liability Quota Share.
+Added: In accordance with the Commutation Agreement, Maiden Reinsurance paid $ 31,291 (€ 29,401 ) to AIU DAC, which is the sum of net ceded reserves of $ 27,625 (€ 25,956 ) and an agreed exit cost of $ 3,666 (€ 3,444 ).
+Added: As a result of the Commutation Agreement, Maiden Reinsurance reduced its exposure to AmTrust's Hospital Liability business, however, it continues to have exposure to Italian medical malpractice liabilities under the European Hospital Liability Quota Share.
+Added: The table below shows the effect of both of these quota share arrangements with AmTrust on the Company's Condensed Consolidated Income Statements for the three and nine months ended September 30, 2022 and 2021, respectively:
+Added: For the Three Months Ended September 30, For the Nine Months Ended September 30,
2022 2021 2022 2021
7 unchanged sentences
insurance subsidiaries with credit for reinsurance on their statutory financial statements, AII, as the direct reinsurer of AmTrust's insurance subsidiaries, established trust accounts ("Trust Accounts") for their benefit.
−Removed: Maiden Reinsurance has provided appropriate collateral to secure its proportional share under the AmTrust Quota Share of AII's obligations to the AmTrust subsidiaries to whom AII is required to provide collateral which can include (a) assets loaned by Maiden Reinsurance to AII for deposit into the Trust Accounts, pursuant to a loan agreement between those parties, (b) assets transferred by Maiden Reinsurance for deposit into the Trust Accounts, or (c) a letter of credit obtained by Maiden Reinsurance and delivered to an AmTrust subsidiary on AII's behalf.
−Removed: Maiden Reinsurance may provide any or a combination of these forms of collateral, provided that the aggregate value thereof equals Maiden Reinsurance's proportionate share of its obligations under the AmTrust Quota Share.
−Removed: Maiden Reinsurance satisfied its collateral requirements under the AmTrust Quota Share with AII as follows:
−Removed: • by lending funds of $ 167,975 at June 30, 2022 and December 31, 2021 pursuant to a loan agreement entered into between those parties.
−Removed: Advances under the loan are secured by promissory notes.
−Removed: This loan was assigned by AII to AmTrust effective December 31, 2014 and is carried at cost.
−Removed: Interest is payable at a rate equivalent to the Federal Funds Effective Rate ("Fed Funds") plus 200 basis points per annum.
−Removed: Interest income on the loan was $ 1,158 and $ 2,037 for the three and six months ended June 30, 2022, respectively (2021 - $ 866 and $ 1,726 , respectively) and the effective yield was 2.8 % and 2.4 % for the respective periods (2021 - 2.1 % and 2.1 %).
−Removed: • on January 30, 2019, in connection with the termination of the reinsurance agreements described above, the Company and AmTrust amended the Loan Agreement between Maiden Reinsurance, AmTrust and AII, originally entered into on November 16, 2007, by extending the maturity date to January 1, 2025 and specifies that due to the termination of the AmTrust Quota Share, no further loans or advances may be made pursuant to the Loan Agreement;
+Added: Maiden Reinsurance has provided appropriate collateral to secure its proportional share under the AmTrust Quota Share of AII's
MAIDEN HOLDINGS, LTD.
3 unchanged sentences
Related Party Transactions (continued)
+Added: obligations to the AmTrust subsidiaries to whom AII is required to provide collateral which can include (a) assets loaned by Maiden Reinsurance to AII for deposit into the Trust Accounts, pursuant to a loan agreement between those parties, (b) assets transferred by Maiden Reinsurance for deposit into the Trust Accounts, or (c) a letter of credit obtained by Maiden Reinsurance and delivered to an AmTrust subsidiary on AII's behalf.
+Added: Maiden Reinsurance may provide any or a combination of these forms of collateral, provided that the aggregate value thereof equals Maiden Reinsurance's proportionate share of its obligations under the AmTrust Quota Share.
+Added: The collateral requirements under the AmTrust Quota Share with AII was satisfied as follows:
+Added: • by lending funds of $ 167,975 at September 30, 2022 and December 31, 2021 pursuant to a loan agreement entered into between those parties.
+Added: Advances under the loan are secured by promissory notes.
+Added: This loan was assigned by AII to AmTrust effective December 31, 2014 and is carried at cost.
+Added: Interest is payable at a rate equivalent to the Federal Funds Effective Rate ("Fed Funds") plus 200 basis points per annum.
+Added: Interest income on the loan was $ 1,771 and $ 3,808 for the three and nine months ended September 30, 2022, respectively (2021 - $ 885 and $ 2,611 , respectively) and the effective yield was 4.2 % and 3.0 % for the respective periods (2021 - 2.1 % and 2.1 %).
+Added: • on January 30, 2019, in connection with the termination of the reinsurance agreements described above, the Company and AmTrust amended the Loan Agreement between Maiden Reinsurance, AmTrust and AII, originally entered into on November 16, 2007, by extending the maturity date to January 1, 2025 and specifies that due to the termination of the AmTrust Quota Share, no further loans or advances may be made pursuant to the Loan Agreement;
• effective December 1, 2008, the Company entered into a Reinsurer Trust Assets Collateral agreement to provide to AII sufficient collateral to secure its proportional share of AII's obligations to the U.S.
AmTrust subsidiaries.
−Removed: The amount of the collateral at June 30, 2022 was $ 116,409 (December 31, 2021 - $ 246,874 ) and the accrued interest was $ 444 (December 31, 2021 - $ 1,171 ).
+Added: The amount of the collateral at September 30, 2022 was $ 104,453 (December 31, 2021 - $ 246,874 ) and the accrued interest was $ 589 (December 31, 2021 - $ 1,171 ).
Please refer to "Note 4.
3 unchanged sentences
The annual interest rate was 1.80 % for 2021.
−Removed: At June 30, 2022, the funds withheld balance was $ 575,000 (December 31, 2021 - $ 575,000 ) and the accrued interest was $ 5,988 (December 31, 2021 - $ 2,609 ).
−Removed: The interest income on the funds withheld receivable was $ 3,436 and $ 5,988 for the three and six months ended June 30, 2022, respectively (2021 - $ 2,580 and $ 5,132 , respectively).
+Added: At September 30, 2022, the funds withheld balance was $ 490,603 (December 31, 2021 - $ 575,000 ) and the accrued interest was $ 2,597 (December 31, 2021 - $ 2,609 ).
+Added: The interest income on the funds withheld receivable was $ 2,597 and $ 8,585 for the three and nine months ended September 30, 2022, respectively (2021 - $ 2,609 and $ 7,741 , respectively).
Pursuant to the terms of the LPT/ADC Agreement, Maiden Reinsurance, Cavello and AmTrust and certain of its affiliated companies entered into a Master Collateral Agreement (“MCA”) to define and enable the operation of collateral provided under the AmTrust Quota Share.
20 unchanged sentences
1 to the European Hospital Liability Quota Share, Maiden Reinsurance strengthened the collateral protection provided by Maiden Reinsurance to AEL and AIU DAC by increasing the required funding percentage for Maiden Reinsurance under the collateral arrangements between the parties to the greater of 120 % of the Exposure (as defined therein) and the amount of security required to offset the increase in the Solvency Capital Requirement (“SCR”) that results from the changes in the SCR which arise out of Maiden Reinsurance's re-domestication as compared to the SCR calculation if Maiden Reinsurance had remained domesticated in a Solvency II equivalent jurisdiction with a solvency ratio above 100 % and provided collateral equivalent to 100 % of the Exposure.
+Added: MAIDEN HOLDINGS, LTD.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
+Added: (in thousands of U.S.
+Added: dollars, except share and per share data)
+Added: Related Party Transactions (continued)
b) European Hospital Liability Quota Share
Collateral has been provided to both AEL and AIU DAC under the European Hospital Liability Quota Share.
−Removed: For AEL, the amount of the collateral held in reinsurance trust accounts at June 30, 2022 was $ 215,728 (December 31, 2021 - $ 244,488 ) and the accrued interest was $ 1,404 (December 31, 2021 - $ 1,273 ).
−Removed: For AIU DAC, the Company utilizes funds withheld to satisfy its collateral requirements.
−Removed: At June 30, 2022, the amount of funds withheld was $ 23,408 (December 31, 2021 - $ 26,460 ) and the accrued interest was $ 184 (December 31, 2021 - $ 141 ).
−Removed: AIU DAC pays Maiden Reinsurance a fixed annual interest rate of 0.5 % on the average daily funds withheld balance which is subject to annual adjustment.
−Removed: The interest income on the funds withheld receivable was $ 30 and $ 56 for the three and six months ended June 30, 2022, respectively (2021 - $ 37 and $ 74 , respectively).
+Added: For AEL, the amount of the collateral held in reinsurance trust accounts at September 30, 2022 was $ 197,737 (December 31, 2021 - $ 244,488 ) and the accrued interest was $ 710 (December 31, 2021 - $ 1,273 ).
+Added: For AIU DAC, the Company utilized funds withheld to satisfy its collateral requirements which was used to settle the Commutation Agreement on September 12, 2022.
+Added: Therefore, at September 30, 2022, the amount of funds withheld was $ 0 (December 31, 2021 - $ 26,460 ) and the accrued interest was $ 0 (December 31, 2021 - $ 141 ).
+Added: AIU DAC paid Maiden Reinsurance a fixed annual interest rate of 0.5 % on the average daily funds withheld balance.
+Added: The interest income on the funds withheld receivable was $ 3 and $ 59 for the three and nine months ended September 30, 2022, respectively (2021 - $ 37 and $ 111 , respectively).
Brokerage Agreement
4 unchanged sentences
The brokerage agreement was terminated as of March 15, 2019.
−Removed: MAIDEN HOLDINGS, LTD.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
−Removed: (in thousands of U.S.
−Removed: dollars, except share and per share data)
−Removed: Related Party Transactions (continued)
−Removed: Maiden Reinsurance had $ 41 and $( 19 ) of reinsurance brokerage expense for the three and six months ended June 30, 2022 (2021 - $ 79 and $ 148 , respectively) and deferred reinsurance brokerage of $ 944 at June 30, 2022 (December 31, 2021 - $ 1,147 ) as a result of this agreement.
+Added: Maiden Reinsurance had $ 67 and $ 48 of reinsurance brokerage expense for the three and nine months ended September 30, 2022 (2021 - $ 94 and $ 242 , respectively) and deferred reinsurance brokerage of $ 868 at September 30, 2022 (December 31, 2021 - $ 1,147 ) as a result of this agreement.
Asset Management Agreement
2 unchanged sentences
The agreement may be terminated upon 30 days written notice by either party.
−Removed: The Company recorded $ 104 and $ 230 of investment management fees for the three and six months ended June 30, 2022, respectively (2021 - $ 222 and $ 494 , respectively) under this agreement.
+Added: The Company recorded $ 99 and $ 329 of investment management fees for the three and nine months ended September 30, 2022, respectively (2021 - $ 196 and $ 690 , respectively) under this agreement.
On September 9, 2020, Maiden Reinsurance, AmTrust and AIIM entered into a novation agreement, effective July 1, 2020, which provided for the novation of the asset management agreement, dated January 1, 2018 between Maiden Reinsurance and AIIM, and the release by Maiden Reinsurance of AIIM's obligations under the asset management agreement.
3 unchanged sentences
683 Capital Partners, LP (“683 Partners”)
−Removed: At June 30, 2022, 683 Partners and its affiliates own or control approximately 5.0 % of the outstanding common shares of the Company.
+Added: At September 30, 2022, 683 Partners and its affiliates own or control approximately 5.0 % of the outstanding common shares of the Company.
683 Partners and its affiliates are not related parties as defined in ASC 850:
4 unchanged sentences
Maiden Reinsurance may periodically and in its discretion increase the amount invested under the 683 LP Agreement, and subject to certain conditions, reduce the amount invested under the 683 LP Agreement.
−Removed: Hedge fund investments of $ 16,884 were managed by 683 Capital under this agreement at June 30, 2022 (December 31, 2021 - $ 32,929 ) and reflects investment results through that date along with a reduction in the amount invested under the 683 LP Agreement during the three months ended June 30, 2022.
+Added: Hedge fund investments of $ 15,447 were managed by 683 Capital under this agreement at September 30, 2022 (December 31, 2021 - $ 32,929 ) which reflected investment results through that date along with a reduction in the amount invested under the 683 LP Agreement during the nine months ended September 30, 2022.
Commitments, Contingencies and Guarantees
1 unchanged sentence
a) Concentrations of Credit Risk
−Removed: At June 30, 2022 and December 31, 2021, the Company’s assets where significant concentrations of credit risk may exist include investments, cash and cash equivalents, loan to related party, reinsurance recoverable on paid and unpaid losses and funds withheld receivable.
+Added: At September 30, 2022 and December 31, 2021, the Company’s assets where significant concentrations of credit risk may exist include investments, cash and cash equivalents, loan to related party, reinsurance recoverable on paid and unpaid losses and funds withheld receivable.
Please refer to " Note 8.
1 unchanged sentence
The Company requires its reinsurers to have adequate financial strength.
+Added: MAIDEN HOLDINGS, LTD.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
+Added: (in thousands of U.S.
+Added: dollars, except share and per share data)
+Added: Commitments, Contingencies and Guarantees (continued)
The Company evaluates the financial condition of its reinsurers and monitors its concentration of credit risk on an ongoing basis.
−Removed: Provisions are made for amounts considered potentially uncollectible.
+Added: Provisions are made for amounts that are considered potentially uncollectible.
Letters of credit are provided by its reinsurers for material amounts recoverable as discussed in " Note 8.
4 unchanged sentences
AmTrust has a financial strength/credit rating of A- (Excellent) from A.M.
−Removed: Best at June 30, 2022.
+Added: Best at September 30, 2022.
To mitigate credit risk, the Company generally has a contractual right of offset thereby allowing claims to be settled net of any premiums or loan receivable.
−Removed: The Company believes these balances as at June 30, 2022 will be fully collectible.
+Added: The Company believes these balances as at September 30, 2022 will be fully collectible.
b) Investment Commitments and Related Financial Guarantees
−Removed: The Company's unfunded commitments on other investments is $ 61,332 at June 30, 2022 (December 31, 2021 - $ 68,262 ).
−Removed: The Company's unfunded commitments on equity method investments was $ 17,622 at June 30, 2022 (December 31, 2021 - $ 25,950 ).
−Removed: The Company's unfunded commitments on private equity securities at June 30, 2022 was $ 20,506 (December 31, 2021 - $ 27,415 ).
−Removed: MAIDEN HOLDINGS, LTD.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
−Removed: (in thousands of U.S.
−Removed: dollars, except share and per share data)
−Removed: Commitments, Contingencies and Guarantees (continued)
−Removed: The Company's unfunded commitments on other investments at June 30, 2022 and December 31, 2021 were as follows:
−Removed: June 30, 2022 December 31, 2021
+Added: The Company's unfunded commitments on other investments is $ 76,437 at September 30, 2022 (December 31, 2021 - $ 68,262 ).
+Added: The Company's unfunded commitments on equity method investments was $ 25,069 at September 30, 2022 (December 31, 2021 - $ 25,950 ).
+Added: The Company's unfunded commitments on private equity securities at September 30, 2022 was $ 17,663 (December 31, 2021 - $ 27,415 ).
+Added: The Company's unfunded commitments on other investments at September 30, 2022 and December 31, 2021 were as follows:
+Added: September 30, 2022 December 31, 2021
Fair Value % of Total Fair Value % of Total
+Added: Private equity funds $ 56,767 74.3 % $ 46,149 67.6 %
Private credit funds 14,981 19.6 % 4,897 7.2 %
1 unchanged sentence
Other privately held investments 1,385 1.8 % 4,000 5.8 %
−Removed: Private equity funds 51,530 84.0 % 46,149 67.6 %
Total unfunded commitments on other investments $ 76,437 100.0 % $ 68,262 100.0 %
4 unchanged sentences
The Company is not bound to such guarantees without its express authorization.
−Removed: As discussed above, at June 30, 2022, guarantees of $ 35,203 (December 31, 2021 - $ 33,305 ) were provided to lenders by the Company on behalf of real estate joint ventures, 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 September 30, 2022, guarantees of $ 41,302 (December 31, 2021 - $ 33,305 ) were provided to lenders by the Company on behalf of real estate joint ventures, 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.
4 unchanged sentences
As the lease contracts generally do not provide an implicit discount rate, the Company used the weighted-average discount rate of 10 %, representing its secured incremental borrowing rate, in calculating the present value of the lease liability.
−Removed: This amount of $ 377 is recorded as a lease liability within accrued expenses and other liabilities with an equivalent amount for the right-of-use asset presented as part of other assets at June 30, 2022 (December 31, 2021 - $ 473 ).
−Removed: The Company's weighted-average remaining lease term is approximately 2.3 years at June 30, 2022.
+Added: This amount of $ 328 is recorded as a lease liability within accrued expenses and other liabilities with an equivalent amount for the right-of-use asset presented as part of other assets at September 30, 2022 (December 31, 2021 - $ 473 ).
+Added: The Company's weighted-average remaining lease term is approximately 2.1 years at September 30, 2022.
d) Legal Proceedings
6 unchanged sentences
Department of Labor claiming that his employment with the Company was terminated in retaliation for corporate whistle-blowing in violation of the whistle-blower protection provisions of the Sarbanes-Oxley Act of 2002.
+Added: MAIDEN HOLDINGS, LTD.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
+Added: (in thousands of U.S.
+Added: dollars, except share and per share data)
+Added: Commitments, Contingencies and Guarantees (continued)
Turin alleged that he was terminated for raising concerns regarding corporate governance with respect to the negotiation of the terms of the Trust Preferred Securities Offering.
22 unchanged sentences
The Company will continue to vigorously defend itself against this claim.
−Removed: MAIDEN HOLDINGS, LTD.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
−Removed: (in thousands of U.S.
−Removed: dollars, except share and per share data)
−Removed: Commitments, Contingencies and Guarantees (continued)
A putative class action complaint was filed against Maiden Holdings, Arturo M.
11 unchanged sentences
The following is a summary of the elements used in calculating basic and diluted earnings per common share:
−Removed: For the Three Months Ended June 30, For the Six Months Ended June 30,
+Added: For the Three Months Ended September 30, For the Nine Months Ended September 30,
2022 2021 2022 2021
−Removed: Net income (loss) $ 1,062 $ 8,112 $ ( 887 ) $ 17,398
+Added: Net (loss) income $ ( 8,160 ) $ ( 3,140 ) $ ( 9,047 ) $ 14,258
Gain from repurchase of preference shares - Series A, C and D — 6,004 28,233 87,168
1 unchanged sentence
— ( 17 ) ( 109 ) ( 1,017 )
−Removed: Net income allocated to Maiden common shareholders $ 25,615 $ 26,628 $ 27,192 $ 97,423
+Added: Net (loss) income allocated to Maiden common shareholders $ ( 8,160 ) $ 2,847 $ 19,077 $ 100,409
Weighted average number of common shares – basic 87,161,499 86,433,780 86,935,823 85,937,012
4 unchanged sentences
87,161,499 86,438,232 86,937,552 85,941,418
−Removed: Basic and diluted earnings per share attributable to common shareholders $ 0.29 $ 0.31 $ 0.31 $ 1.14
+Added: Basic and diluted (loss) earnings per share attributable to common shareholders $ ( 0.09 ) $ 0.03 $ 0.22 $ 1.17
(1) This represents the share in net income using the two-class method for holders of non-vested restricted shares issued to the Company's employees under the 2019 Omnibus Incentive Plan.
2 unchanged sentences
Share Compensation and Pension Plans" in the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 for the terms and conditions of securities that could potentially be dilutive in the future.
−Removed: For the three and six months ended June 30, 2022, there were 1,867 and 2,711 potentially dilutive securities (2021 - 5,351 and 4,382 , respectively).
−Removed: The Company recognized an income tax benefit of $ 713 and income tax expense of $ 542 for the three and six months ended June 30, 2022, respectively, compared to an income tax benefit of $ 257 and $ 208 for the same respective periods in 2021.
−Removed: The effective tax rate on the Company's net income differs from the statutory rate of zero percent under Bermuda law due to tax on foreign operations, primarily the U.S.
+Added: There were no potentially dilutive securities for the three months ended September 30, 2022 and 1,729 potentially dilutive securities for the nine months ended September 30, 2022 (2021 - 4,452 and 4,406 , respectively).
+Added: MAIDEN HOLDINGS, LTD.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
+Added: (in thousands of U.S.
+Added: dollars, except share and per share data)
+Added: The Company recognized an income tax benefit of $ 91 and income tax expense of $ 451 for the three and nine months ended September 30, 2022, respectively, compared to an income tax benefit of $ 155 and $ 363 for the same respective periods in 2021.
+Added: The effective tax rate on the Company's net loss differs from the statutory rate of zero percent under Bermuda law due to tax on foreign operations, primarily the U.S.
A valuation allowance has been established against the net U.S.
2 unchanged sentences
net deferred tax assets due to insufficient positive evidence regarding the utilization of these tax benefits in the future .
+Added: Subsequent Events
+Added: Exchange of Preference Shares for Common Shares
+Added: On November 9, 2022, the Company announced its intention to exchange all of the Company’s outstanding 8.250 % Non-Cumulative Preference Shares Series A (the “ Series A Preference Shares ”), 7.125 % Non-Cumulative Preference Shares Series C (the “ Series C Preference Shares ”) and 6.700 % Non-Cumulative Preference Shares Series D (the “ Series D Preference Shares ” and, together with the Series A Preference Shares and the Series C Preference Shares, the “ Preference Shares ”) for shares of Maiden’s common shares, $ 0.01 par value per share (the “ Common Shares ”), subject to the terms of the certificate of designations for each of the Preference Shares, as amended (the " Exchange ").
+Added: The Exchange requires that the terms of each of the Preference Shares be varied and any such variation will require the affirmative vote of holders of two-thirds of the issued shares of each series of the Preference Shares.
+Added: Maiden Reinsurance, which currently owns more than 73 % of each series of the Preference Shares, has indicated it will consent to the variations for each of the series of Preference Shares in order to effectuate the Exchange.
+Added: The Company’s board of directors (the “ Board ”) established a special committee consisting solely of disinterested and independent directors (the “ Special Committee ”) for the purpose of evaluating and, if appropriate, negotiating and approving potential amendments to the certificates of designations for each series of Preference Shares in order to effectuate the Exchange.
+Added: Advised by its own financial and legal advisors, the Special Committee unanimously approved an exchange ratio of three Common Shares per Preference Share of each series for record holders of the Preference Shares.
+Added: The Board has also approved the amendments to the certificates of designations for each series of Preference Shares, and the Exchange.
+Added: Under the proposed terms of the Exchange, holders of Preference Shares at the time of the Exchange will receive Common Shares having a fair value that meets the “Minimum Price” as determined in accordance with the rules of NASDAQ and as will be described in an information statement that Maiden will file with the Securities and Exchange Commission (the “ SEC ”) and will distribute to preference shareholders (the “ Information Statement ”).
+Added: Specifically, holders of Preference Shares of each series will receive, for each Preference Share held, three Common Shares, with the value of each Preference Share so exchanged being equal to three times the price that is the lower of:
+Added: (i) the closing price of the Common Shares (as reflected on Nasdaq.com) immediately preceding the date of the Exchange;
+Added: and (ii) the average closing price of the Common Shares (as reflected on Nasdaq.com) for the five trading days immediately preceding the date of the Exchange.
+Added: As a result of the Exchange, the Preference Shares will no longer trade on the New York Stock Exchange, and no Preference Shares will be issued or outstanding.
+Added: All rights of the former holders related to ownership of the Preference Shares will terminate.
+Added: Upon completion of the Exchange, it is expected that Maiden Reinsurance will own approximately 29 % of the Common Shares as of the date of the Exchange as described above, which Common Shares will be eliminated for accounting and financial reporting purposes on the Company’s consolidated financial statements.
+Added: Maiden Reinsurance's voting power, with respect to its Common Shares will be capped at 9.5 % under the terms of the bye-laws of the Company.
+Added: The Exchange and the ownership of the Common Shares by Maiden Reinsurance is being made in compliance with Maiden Reinsurance's investment policy which has been approved by the Vermont Department of Financial Regulation.
+Added: As a result of the Exchange, Maiden estimates that its book value per Common Share will increase by approximately $ 0.82 per Common Share, subject to the determination of the final value of the Preference Shares and the exchange price of the Common Shares.
+Added: Maiden expects to complete the transaction on or before December 31, 2022 and will notify holders of the exchange date when determined.
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.