Maiden Holdings, Ltd. 10-Q

Item 1. Financial Statements MAIDEN HOLDINGS, LTD. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands of U.S. dollars, except share and per share data) September 30, 2022 December 31, 2021 ASSETS (Unaudited) (Audited) Investments: Fixed maturities, available-for-sale, at fair value (amortized cost 2022 - $ 432,314 ; 2021 - $ 595,344 ) $ 371,973 $ 597,145 Equity securities, at fair value (cost 2022 - $ 38,819 ; 2021 - $ 23,315 ) 42,600 24,003 Equity method investments 80,165 83,742 Other investments 140,804 117,722 Total investments 635,542 822,612 Cash and cash equivalents 24,376 26,668 Restricted cash and cash equivalents 48,122 39,419 Accrued investment income 4,655 5,695 Reinsurance balances receivable, net (includes $ 10,207 and $ 17,471 from related parties in 2022 and 2021, respectively) 12,368 19,507 Reinsurance recoverable on unpaid losses 547,975 562,845 Loan to related party 167,975 167,975 Deferred commission and other acquisition expenses (includes $ 25,854 and $ 34,170 from related parties in 2022 and 2021, respectively) 27,295 36,703 Funds withheld receivable (includes $ 490,603 and $ 601,460 from related parties in 2022 and 2021, respectively) 516,589 636,412 Other assets 4,717 4,774 Total assets $ 1,989,614 $ 2,322,610 LIABILITIES Reserve for loss and loss adjustment expenses (includes $ 1,013,374 and $ 1,338,269 from related parties in 2022 and 2021, respectively) $ 1,146,084 $ 1,489,373 Unearned premiums (includes $ 69,407 and $ 91,730 from related parties in 2022 and 2021, respectively) 73,760 100,131 Deferred gain on retroactive reinsurance 39,270 48,960 Accrued expenses and other liabilities (includes $ 128,443 and $ 29,408 from related parties in 2022 and 2021, respectively) 147,591 44,542 Senior notes - principal amount 262,500 262,500 Less: unamortized debt issuance costs 6,984 7,153 Senior notes, net 255,516 255,347 Total liabilities 1,662,221 1,938,353 Commitments and Contingencies EQUITY Preference shares 119,672 159,210 Common shares ($ 0.01 par value; 93,414,080 and 92,316,107 shares issued in 2022 and 2021, respectively; 87,161,499 and 86,467,242 shares outstanding in 2022 and 2021, respectively) 934 923 Additional paid-in capital 772,474 768,650 Accumulated other comprehensive loss ( 51,553 ) ( 12,215 ) Accumulated deficit ( 479,109 ) ( 498,295 ) Treasury shares, at cost ( 6,252,581 and 5,848,865 shares in 2022 and 2021, respectively) ( 35,025 ) ( 34,016 ) Total shareholders’ equity 327,393 384,257 Total liabilities and equity $ 1,989,614 $ 2,322,610 See accompanying notes to the unaudited Condensed Consolidated Financial Statements. 3 MAIDEN HOLDINGS, LTD. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (in thousands of U.S. dollars, except per share data) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Revenues Gross premiums written $ 5,380 $ 6,821 $ ( 1,451 ) $ 7,865 Net premiums written $ 5,222 $ 6,953 $ ( 1,915 ) $ 7,518 Change in unearned premiums 7,029 8,077 25,731 32,588 Net premiums earned 12,251 15,030 23,816 40,106 Other insurance revenue 368 138 888 946 Net investment income 6,637 7,477 20,871 24,596 Net realized and unrealized investment (losses) gains ( 1,572 ) ( 937 ) 2,848 8,013 Total revenues 17,684 21,708 48,423 73,661 Expenses Net loss and loss adjustment expenses 17,426 10,514 22,017 7,546 Commission and other acquisition expenses 5,398 6,313 12,811 19,154 General and administrative expenses 6,491 6,650 24,671 29,553 Interest and amortization expenses 4,833 4,832 14,498 14,495 Foreign exchange and other gains ( 8,586 ) ( 4,116 ) ( 19,121 ) ( 6,070 ) Total expenses 25,562 24,193 54,876 64,678 (Loss) income before income taxes and interest in (loss) income of equity method investments ( 7,878 ) ( 2,485 ) ( 6,453 ) 8,983 Less: income tax (benefit) expense ( 91 ) ( 155 ) 451 ( 363 ) Interest in (loss) income of equity method investments ( 373 ) ( 810 ) ( 2,143 ) 4,912 Net (loss) income ( 8,160 ) ( 3,140 ) ( 9,047 ) 14,258 Gain from repurchase of preference shares — 6,004 28,233 87,168 Net (loss) income available to Maiden common shareholders $ ( 8,160 ) $ 2,864 $ 19,186 $ 101,426 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 Adjusted weighted average number of common shares and assumed conversions - diluted 87,161,499 86,438,232 86,937,552 85,941,418 See accompanying notes to the unaudited Condensed Consolidated Financial Statements. 4 MAIDEN HOLDINGS, LTD. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (in thousands of U.S. dollars) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Net (loss) income $ ( 8,160 ) $ ( 3,140 ) $ ( 9,047 ) $ 14,258 Other comprehensive loss 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 ) 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 Other comprehensive loss, before tax ( 12,666 ) ( 10,588 ) ( 39,634 ) ( 28,766 ) Income tax benefit related to components of other comprehensive loss 53 6 296 50 Other comprehensive loss, after tax ( 12,613 ) ( 10,582 ) ( 39,338 ) ( 28,716 ) Comprehensive loss $ ( 20,773 ) $ ( 13,722 ) $ ( 48,385 ) $ ( 14,458 ) See accompanying notes to the unaudited Condensed Consolidated Financial Statements. 5 MAIDEN HOLDINGS, LTD. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) (in thousands of U.S. dollars) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Preference shares - Series A, C and D Beginning balance $ 119,672 $ 181,384 $ 159,210 $ 394,310 Repurchase of Preference Shares – Series A — ( 3,384 ) ( 10,891 ) ( 87,978 ) Repurchase of Preference Shares – Series C — ( 6,037 ) ( 15,644 ) ( 72,931 ) Repurchase of Preference Shares – Series D — ( 4,545 ) ( 13,003 ) ( 65,983 ) Ending balance 119,672 167,418 119,672 167,418 Common shares Beginning balance 934 922 923 898 Issuance of common shares from vesting of stock based compensation — 1 11 25 Ending balance 934 923 934 923 Additional paid-in capital Beginning balance 772,241 767,452 768,650 756,122 Issuance of common shares from vesting of stock based compensation — ( 1 ) ( 11 ) ( 25 ) Share-based compensation expense 233 253 2,504 4,568 Repurchase of Preference Shares — 467 1,321 7,571 Cash settlement of restricted shares/options granted — — 10 ( 65 ) Ending balance 772,474 768,171 772,474 768,171 Accumulated other comprehensive (loss) income Beginning balance ( 38,940 ) 5,723 ( 12,215 ) 23,857 Change in net unrealized investment losses ( 14,859 ) ( 16,618 ) ( 57,432 ) ( 42,343 ) Foreign currency translation adjustment 2,246 6,036 18,094 13,627 Ending balance ( 51,553 ) ( 4,859 ) ( 51,553 ) ( 4,859 ) Accumulated deficit Beginning balance ( 470,949 ) ( 517,376 ) ( 498,295 ) ( 615,837 ) Cash settlement of restricted shares granted — — — ( 101 ) Net (loss) income ( 8,160 ) ( 3,140 ) ( 9,047 ) 14,258 Gain on repurchase of preference shares — 6,004 28,233 87,168 Ending balance ( 479,109 ) ( 514,512 ) ( 479,109 ) ( 514,512 ) Treasury shares Beginning balance ( 35,025 ) ( 33,893 ) ( 34,016 ) ( 31,534 ) Shares repurchased — ( 74 ) ( 1,009 ) ( 2,433 ) Ending balance ( 35,025 ) ( 33,967 ) ( 35,025 ) ( 33,967 ) Total shareholders' equity $ 327,393 $ 383,174 $ 327,393 $ 383,174 See accompanying notes to the unaudited Condensed Consolidated Financial Statements. 6 MAIDEN HOLDINGS, LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands of U.S. dollars) For the Nine Months Ended September 30, 2022 2021 Cash flows from operating activities Net (loss) income $ ( 9,047 ) $ 14,258 Adjustments to reconcile net (loss) income to net cash flows from operating activities: Depreciation, amortization and share-based compensation 1,628 7,798 Interest in loss (income) of equity method investments 2,143 ( 4,912 ) Net realized and unrealized investment gains ( 2,848 ) ( 8,013 ) Foreign exchange and other gains ( 19,121 ) ( 6,070 ) Changes in assets – (increase) decrease: Reinsurance balances receivable, net 6,163 ( 12,039 ) Reinsurance recoverable on unpaid losses 6,238 6,590 Accrued investment income 635 3,663 Deferred commission and other acquisition expenses 9,192 11,460 Funds withheld receivable 1,037 9,916 Other assets ( 235 ) ( 385 ) Changes in liabilities – increase (decrease): Reserve for loss and loss adjustment expenses ( 179,627 ) ( 304,385 ) Unearned premiums ( 25,725 ) ( 33,424 ) Deferred gain on retroactive reinsurance ( 270 ) — Accrued expenses and other liabilities 110,004 15,793 Net cash used in operating activities ( 99,833 ) ( 299,750 ) Cash flows from investing activities: Purchases of fixed maturities ( 34,022 ) ( 208,969 ) Purchases of other investments ( 28,225 ) ( 23,647 ) Purchases of equity method investments ( 26,483 ) ( 42,551 ) Purchases of equity securities ( 15,592 ) ( 13,694 ) Proceeds from sales of fixed maturities 139,645 332,636 Proceeds from maturities, paydowns and calls of fixed maturities 48,003 294,878 Proceeds from sale and redemption of other investments 3,794 341 Proceeds from sale and redemption of equity method investments 32,332 4,802 Proceeds from sale and redemption of equity securities — 441 Others, net ( 73 ) ( 31 ) Net cash provided by investing activities 119,379 344,206 Cash flows from financing activities: Repurchase of common shares ( 1,009 ) ( 2,433 ) Repurchase of preference shares ( 9,984 ) ( 132,153 ) Change in other liabilities due to bank overdraft — 5,764 Cash settlement of restricted shares granted and options exercised 10 ( 166 ) Net cash used in financing activities ( 10,983 ) ( 128,988 ) Effect of exchange rate changes on foreign currency cash, restricted cash and equivalents ( 2,152 ) ( 333 ) 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 Cash, restricted cash and cash equivalents, end of period $ 72,498 $ 50,961 Reconciliation of cash and restricted cash reported within Condensed Consolidated Balance Sheets: Cash and cash equivalents, end of period $ 24,376 $ 29,310 Restricted cash and cash equivalents, end of period 48,122 21,651 Total cash, restricted cash and cash equivalents, end of period $ 72,498 $ 50,961 See accompanying notes to the unaudited Condensed Consolidated Financial Statements. 7 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 1. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Maiden Holdings, Ltd. ("Parent Company" or "Maiden Holdings") and its subsidiaries (the "Company" or "Maiden"). They have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. All significant intercompany transactions and accounts have been eliminated. These interim unaudited Condensed Consolidated Financial Statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim period and all such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative, if annualized, of those to be expected for the full year. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. These unaudited Condensed Consolidated Financial Statements, including these notes, should be read in conjunction with the Company's audited Consolidated Financial Statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. Certain prior year comparatives have been reclassified to conform to the current period presentation. The effect of these reclassifications had no impact on previously reported shareholders' equity or net income. Maiden creates shareholder value by actively managing and allocating our assets and capital, including through ownership and management of businesses and assets primarily in the insurance and related financial services industries where we can leverage our deep knowledge of those markets. We are currently underwriting reinsurance risks on a retroactive basis through our indirect wholly owned subsidiary Genesis Legacy Solutions ("GLS") which provides 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. GLS works 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 this legacy solutions business to contribute to our active asset and capital management strategies. The Company does not presently underwrite prospective reinsurance risks. Short-term income protection business is written on a primary basis by our wholly owned subsidiaries Maiden Life Försäkrings AB ("Maiden LF") and Maiden General Försäkrings AB ("Maiden GF") in the Scandinavian and Northern European markets. Insurance support services are provided to Maiden LF and Maiden GF by our wholly owned subsidiary services company, Maiden Global Holdings Ltd. (“Maiden Global”), which is also a licensed intermediary in the United Kingdom. Maiden Global had previously operated internationally by providing branded auto and credit life insurance products through insurer partners, particularly those in the European Union ("EU") and other global markets. These products also produced reinsurance programs which were underwritten by our wholly owned subsidiary Maiden Reinsurance Ltd. (“Maiden Reinsurance”). 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. ("AmTrust") reinsurance agreements which were terminated in 2019 as discussed in "Note 10. Related Party Transactions" . In addition, we have a retroactive reinsurance agreement and a commutation agreement that further reduces our exposure and limits the potential volatility related to AmTrust liabilities, which are discussed in " Note 8. Reinsurance ". Please see the Company's audited Consolidated Financial Statements, and related notes thereto, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 for further details. Genesis Legacy Solutions Effective October 1, 2021, GLS completed its first loss portfolio transfer transaction which includes an adverse development cover. 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. 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 . 8 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 2. Significant Accounting Policies There have been no material changes to the significant accounting policies as described in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, except for the following: Derivative Instruments - The Company has recently entered into reinsurance contracts that are accounted for as derivatives. These reinsurance contracts provide indemnification to an insured or cedant as a result of a change in a variable as opposed to an identifiable insurable event. The Company considers these contracts to be part of its underwriting operations. The derivatives are initially valued at cost which approximates fair value. In subsequent measurement periods, the fair values of these derivatives are determined using internally developed discounted cash flow models using appropriate discount rates. N et asset and liability derivatives are classified within other assets and other liabilities, as applicable, in the consolidated balance sheets. Changes in fair value prior to settlement of the derivative instruments are unrealized and recognized in net income for those derivatives not designated as hedges. The unrealized gains (losses) are included in other insurance revenue as the derivative instruments held are related to the Company's underwriting portfolio and are not investment related. Please refer to "Note 5. Fair Value Measurements " for further disclosures regarding the derivative instruments held by the Company. Recently Issued Accounting Standards Not Yet Adopted Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In June 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-03 " Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions" an amendment of Fair Value Measurement (Topic 820). The amendments in this ASU require the Company to provide disclosures for equity securities subject to contractual sale restrictions under 820-10-50-6B including the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet; the nature and remaining duration of the restrictions; and any circumstances that could cause a lapse in the restrictions. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Certain of the Company's equity securities are subject to restrictions on redemptions and sales that are determined by the governing documents, which could limit our ability to liquidate those investments. These restrictions may include lock-ups, redemption gates, restricted share classes, restrictions on the frequency of redemption and notice periods as described in " Note 4. (b) Investments" . The Company is currently assessing the required disclosures for equity securities that may be subject to contractual sales restrictions. These amendments only impact disclosures made in "Note 4. Investments" therefore, the adoption of this standard will not impact the Company’s consolidated balance sheets, results of operations or statement of cash flows. 9 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 3. Segment Information The Company currently has two reportable segments: Diversified Reinsurance and AmTrust Reinsurance. 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. This segment also includes transactions entered into by GLS which was formed in November 2020 as described in " Note 1. Basis of Presentation. 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. (“AII”) and the European hospital liability quota share reinsurance contract ("European Hospital Liability Quota Share") with AmTrust’s wholly owned subsidiaries, AmTrust Europe Limited ("AEL") and AmTrust International Underwriters DAC ("AIU DAC"), which are both in run-off effective January 1, 2019. Please refer to "Note 10. Related Party Transactions" for additional information regarding the AmTrust Reinsurance segment. The Company evaluates segment performance based on segment profit separately from the results of our investment portfolio. General and administrative expenses are allocated to the segments on an actual basis except salaries and benefits where management’s judgment is applied; however, general corporate expenses are not allocated to the segments. In determining total assets by reportable segment, the Company identifies those assets that are attributable to a particular segment such as reinsurance balances receivable, reinsurance recoverable on unpaid losses, deferred commission and other acquisition expenses, funds withheld receivable, loan to related party and restricted cash and investments. All remaining assets are allocated to Corporate. 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: For the Three Months Ended September 30, 2022 Diversified Reinsurance AmTrust Reinsurance Total Gross premiums written $ 6,185 $ ( 805 ) $ 5,380 Net premiums written $ 6,027 $ ( 805 ) $ 5,222 Net premiums earned $ 6,932 $ 5,319 $ 12,251 Other insurance revenue 368 — 368 Net loss and LAE ( 1,965 ) ( 15,461 ) ( 17,426 ) Commission and other acquisition expenses ( 3,394 ) ( 2,004 ) ( 5,398 ) General and administrative expenses ( 1,901 ) ( 521 ) ( 2,422 ) Underwriting income (loss) $ 40 $ ( 12,667 ) ( 12,627 ) Reconciliation to net loss Net investment income and net realized and unrealized investment losses 5,065 Interest and amortization expenses ( 4,833 ) Foreign exchange and other gains, net 8,586 Other general and administrative expenses ( 4,069 ) Income tax benefit 91 Interest in loss of equity method investments ( 373 ) Net loss $ ( 8,160 ) 10 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 3. Segment Information (continued) For the Three Months Ended September 30, 2021 Diversified Reinsurance AmTrust Reinsurance Total Gross premiums written $ 5,684 $ 1,137 $ 6,821 Net premiums written $ 5,816 $ 1,137 $ 6,953 Net premiums earned $ 7,521 $ 7,509 $ 15,030 Other insurance revenue 138 — 138 Net loss and LAE ( 554 ) ( 9,960 ) ( 10,514 ) Commission and other acquisition expenses ( 3,461 ) ( 2,852 ) ( 6,313 ) General and administrative expenses ( 1,583 ) ( 407 ) ( 1,990 ) Underwriting income (loss) $ 2,061 $ ( 5,710 ) ( 3,649 ) Reconciliation to net loss Net investment income and net realized and unrealized investment losses 6,540 Interest and amortization expenses ( 4,832 ) Foreign exchange and other gains, net 4,116 Other general and administrative expenses ( 4,660 ) Income tax benefit 155 Interest in loss from equity method investments ( 810 ) Net loss $ ( 3,140 ) 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: For the Nine Months Ended September 30, 2022 Diversified Reinsurance AmTrust Reinsurance Total Gross premiums written $ 17,069 $ ( 18,520 ) $ ( 1,451 ) Net premiums written $ 16,605 $ ( 18,520 ) $ ( 1,915 ) Net premiums earned $ 20,012 $ 3,804 $ 23,816 Other insurance revenue 888 — 888 Net loss and LAE ( 2,945 ) ( 19,072 ) ( 22,017 ) Commission and other acquisition expenses ( 10,684 ) ( 2,127 ) ( 12,811 ) General and administrative expenses ( 7,007 ) ( 2,281 ) ( 9,288 ) Underwriting income (loss) $ 264 $ ( 19,676 ) ( 19,412 ) Reconciliation to net loss Net investment income and net realized and unrealized investment gains 23,719 Interest and amortization expenses ( 14,498 ) Foreign exchange and other gains, net 19,121 Other general and administrative expenses ( 15,383 ) Income tax expense ( 451 ) Interest in loss from equity method investments ( 2,143 ) Net loss $ ( 9,047 ) 11 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 3. Segment Information (continued) For the Nine Months Ended September 30, 2021 Diversified Reinsurance AmTrust Reinsurance Total Gross premiums written $ 10,947 $ ( 3,082 ) $ 7,865 Net premiums written $ 10,600 $ ( 3,082 ) $ 7,518 Net premiums earned $ 20,723 $ 19,383 $ 40,106 Other insurance revenue 946 — 946 Net loss and LAE ( 3,216 ) ( 4,330 ) ( 7,546 ) Commission and other acquisition expenses ( 11,668 ) ( 7,486 ) ( 19,154 ) General and administrative expenses ( 6,190 ) ( 1,785 ) ( 7,975 ) Underwriting income $ 595 $ 5,782 6,377 Reconciliation to net income Net investment income and net realized and unrealized investment gains 32,609 Interest and amortization expenses ( 14,495 ) Foreign exchange and other gains, net 6,070 Other general and administrative expenses ( 21,578 ) Income tax benefit 363 Interest in income from equity method investments 4,912 Net income $ 14,258 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: September 30, 2022 Diversified Reinsurance AmTrust Reinsurance Total Total assets - reportable segments $ 96,068 $ 1,481,705 $ 1,577,773 Corporate assets — — 411,841 Total Assets $ 96,068 $ 1,481,705 $ 1,989,614 December 31, 2021 Diversified Reinsurance AmTrust Reinsurance Total Total assets - reportable segments $ 126,116 $ 1,810,940 $ 1,937,056 Corporate assets — — 385,554 Total Assets $ 126,116 $ 1,810,940 $ 2,322,610 12 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 3. Segment Information (continued) 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: For the Three Months Ended September 30, 2022 2021 Net premiums written Total Total Diversified Reinsurance International $ 6,027 $ 5,816 Total Diversified Reinsurance 6,027 5,816 AmTrust Reinsurance Small Commercial Business ( 636 ) ( 1,309 ) Specialty Program ( 43 ) 22 Specialty Risk and Extended Warranty ( 126 ) 2,424 Total AmTrust Reinsurance ( 805 ) 1,137 Total Net Premiums Written $ 5,222 $ 6,953 For the Nine Months Ended September 30, 2022 2021 Net premiums written Total Total Diversified Reinsurance International $ 16,605 $ 10,600 Total Diversified Reinsurance 16,605 10,600 AmTrust Reinsurance Small Commercial Business ( 15,007 ) ( 5,381 ) Specialty Program 732 ( 7 ) Specialty Risk and Extended Warranty ( 4,245 ) 2,306 Total AmTrust Reinsurance ( 18,520 ) ( 3,082 ) Total Net Premiums Written $ ( 1,915 ) $ 7,518 13 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 3. Segment Information (continued) 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: For the Three Months Ended September 30, 2022 2021 Net premiums earned Total % of Total Total % of Total Diversified Reinsurance International $ 6,932 56.6 % $ 7,521 50.0 % Total Diversified Reinsurance 6,932 56.6 % 7,521 50.0 % AmTrust Reinsurance Small Commercial Business ( 636 ) ( 5.2 ) % ( 1,227 ) ( 8.1 ) % Specialty Program ( 43 ) ( 0.4 ) % 28 0.2 % Specialty Risk and Extended Warranty 5,998 49.0 % 8,708 57.9 % Total AmTrust Reinsurance 5,319 43.4 % 7,509 50.0 % Total Net Premiums Earned $ 12,251 100.0 % $ 15,030 100.0 % For the Nine Months Ended September 30, 2022 2021 Net premiums earned Total % of Total Total % of Total Diversified Reinsurance International $ 20,012 84.0 % $ 20,723 51.7 % Total Diversified Reinsurance 20,012 84.0 % 20,723 51.7 % AmTrust Reinsurance Small Commercial Business ( 14,995 ) ( 63.0 ) % ( 5,073 ) ( 12.6 ) % Specialty Program 733 3.1 % 12 — % Specialty Risk and Extended Warranty 18,066 75.9 % 24,444 60.9 % Total AmTrust Reinsurance 3,804 16.0 % 19,383 48.3 % Total Net Premiums Earned $ 23,816 100.0 % $ 40,106 100.0 % 14 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 4. Investments The Company holds: (i) available-for-sale ("AFS") portfolios of fixed maturity and equity securities, carried at fair value; (ii) other investments, of which certain investments are carried at fair value and investments in direct lending entities are carried at cost less impairment; (iii) equity method investments; and (iv) funds held - directly managed. a) Fixed Maturities 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: September 30, 2022 Original or amortized cost Gross unrealized gains Gross unrealized losses Fair value U.S. treasury bonds $ 58,464 $ — $ ( 241 ) $ 58,223 U.S. agency bonds – mortgage-backed 73,874 — ( 7,682 ) 66,192 Collateralized mortgage-backed securities 7,199 — ( 397 ) 6,802 Non-U.S. government bonds 12,586 — ( 1,605 ) 10,981 Collateralized loan obligations 175,047 — ( 30,514 ) 144,533 Corporate bonds 105,144 — ( 19,902 ) 85,242 Total fixed maturity investments $ 432,314 $ — $ ( 60,341 ) $ 371,973 December 31, 2021 Original or amortized cost Gross unrealized gains Gross unrealized losses Fair value U.S. treasury bonds $ 59,989 $ — $ ( 110 ) $ 59,879 U.S. agency bonds – mortgage-backed 96,554 2,429 ( 193 ) 98,790 Collateralized mortgage-backed securities 14,972 565 — 15,537 Non-U.S. government bonds 3,163 113 — 3,276 Collateralized loan obligations 183,974 140 ( 5,093 ) 179,021 Corporate bonds 236,692 10,094 ( 6,144 ) 240,642 Total fixed maturity investments $ 595,344 $ 13,341 $ ( 11,540 ) $ 597,145 The contractual maturities of our fixed maturities are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. September 30, 2022 Amortized cost Fair value Due in one year or less $ 65,624 $ 64,525 Due after one year through five years 92,969 77,117 Due after five years through ten years 17,601 12,804 176,194 154,446 U.S. agency bonds – mortgage-backed 73,874 66,192 Collateralized mortgage-backed securities 7,199 6,802 Collateralized loan obligations 175,047 144,533 Total fixed maturity investments $ 432,314 $ 371,973 15 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 4. Investments (continued) The following tables summarize fixed maturities in an unrealized loss position and the aggregate fair value and gross unrealized loss by length of time the security has continuously been in an unrealized loss position: Less than 12 Months 12 Months or More Total September 30, 2022 Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses U.S. treasury bonds $ 58,076 $ ( 239 ) $ 147 $ ( 2 ) $ 58,223 $ ( 241 ) U.S. agency bonds – mortgage-backed 63,136 ( 6,982 ) 3,056 ( 700 ) 66,192 ( 7,682 ) Collateralized mortgage-backed securities 6,802 ( 397 ) — — 6,802 ( 397 ) Non-U.S. government bonds 10,981 ( 1,605 ) — — 10,981 ( 1,605 ) Collateralized loan obligations 63,813 ( 6,602 ) 80,720 ( 23,912 ) 144,533 ( 30,514 ) Corporate bonds 63,739 ( 11,718 ) 21,503 ( 8,184 ) 85,242 ( 19,902 ) Total temporarily impaired fixed maturities $ 266,547 $ ( 27,543 ) $ 105,426 $ ( 32,798 ) $ 371,973 $ ( 60,341 ) 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 . Less than 12 Months 12 Months or More Total December 31, 2021 Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses U.S. treasury bonds $ 59,879 $ ( 110 ) $ — $ — $ 59,879 $ ( 110 ) U.S. agency bonds – mortgage-backed 4,415 ( 193 ) — — 4,415 ( 193 ) Collateralized loan obligations 117,148 ( 5,057 ) 5,064 ( 36 ) 122,212 ( 5,093 ) Corporate bonds 38,537 ( 2,775 ) 27,852 ( 3,369 ) 66,389 ( 6,144 ) Total temporarily impaired fixed maturities $ 219,979 $ ( 8,135 ) $ 32,916 $ ( 3,405 ) $ 252,895 $ ( 11,540 ) At December 31, 2021, there were 44 securities in an unrealized loss position with a fair value of $ 252,895 and unrealized losses of $ 11,540 . Of these securities in an unrealized loss position, there were 8 securities in our portfolio that have been in an unrealized loss position for twelve months or greater with a fair value of $ 32,916 and unrealized losses of $ 3,405 . Other-than-temporarily impaired ("OTTI") 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. 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. Any credit-related impairment related to fixed maturity securities that the Company does not intend to sell or is not more likely than not that the Company will be required to sell before its anticipated recovery of their amortized cost basis is recognized in net income, with the non-credit related impairment recognized in comprehensive income. Based on the Company's analysis, our fixed maturity portfolio is of high credit quality and we believe the amortized cost basis of the securities will ultimately be recovered. The Company continually monitors the credit quality of the fixed maturity investments to assess if it is probable that it will receive contractual or estimated cash flows in the form of principal and interest. There was no impairment recorded for the three and nine months ended September 30, 2022 and 2021, respectively. 16 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 4. Investments (continued) The following tables summarize the credit ratings of our fixed maturities as at September 30, 2022 and December 31, 2021: September 30, 2022 Amortized cost Fair value % of Total fair value U.S. treasury bonds $ 58,464 $ 58,223 15.6 % U.S. agency bonds 73,874 66,192 17.8 % AAA 147,990 119,653 32.2 % AA+, AA, AA- 44,766 40,812 11.0 % A+, A, A- 46,912 37,616 10.1 % BBB+, BBB, BBB- 54,535 45,066 12.1 % BB+ or lower 5,773 4,411 1.2 % Total fixed maturities (1) $ 432,314 $ 371,973 100.0 % December 31, 2021 Amortized cost Fair value % of Total fair value U.S. treasury bonds $ 59,989 $ 59,879 10.0 % U.S. agency bonds 96,554 98,790 16.6 % AAA 161,179 156,706 26.2 % AA+, AA, AA- 38,999 39,140 6.6 % A+, A, A- 99,748 99,962 16.7 % BBB+, BBB, BBB- 126,770 129,618 21.7 % BB+ or lower 12,105 13,050 2.2 % Total fixed maturities (1) $ 595,344 $ 597,145 100.0 % (1) Ratings above are based on Standard & Poor’s ("S&P"), or equivalent, ratings . b) Other Investments, Equity Securities and Equity Method Investments Certain of the Company's other investments and equity method investments are subject to restrictions on redemptions and sales that are determined by the governing documents, which could limit our ability to liquidate those investments. These restrictions may include lock-ups, redemption gates, restricted share classes, restrictions on the frequency of redemption and notice periods. A gate is the ability to deny or delay a redemption request. Certain other investments and equity method investments may not have any restrictions governing their sale, but there is no active market and no guarantee that we will be able to execute a sale in a timely manner. In addition, even if certain other investments and equity method investments are not eligible for redemption or sales are restricted, the Company may still receive income distributions from those investments. Other investments The table shows the composition of the Company's other investments as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Carrying value % of Total Carrying value % of Total Private equity funds $ 31,777 22.6 % $ 23,324 19.8 % Private credit funds 24,129 17.1 % 20,922 17.8 % Other privately held investments 32,115 22.8 % 30,500 25.9 % Total other investments at fair value 88,021 62.5 % 74,746 63.5 % Investments in direct lending entities (at cost) 52,783 37.5 % 42,976 36.5 % Total other investments $ 140,804 100.0 % $ 117,722 100.0 % 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. No impairment was recognized for the three and nine months ended September 30, 2022 and 2021. Please see "Note 5(d). Fair Value Measurements" for additional information regarding this investment. 17 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 4. Investments (continued) Equity Securities Equity securities include privately held common and preferred stocks and publicly traded common stocks. The Company's publicly traded equity investments in common stocks trade on major exchanges. The Company's privately held equity investments in common and preferred stocks are direct investments in companies that the Company believes offer attractive risk adjusted returns or offer other strategic advantages. Each investment may have its own unique terms and conditions and there may be restrictions on disposals. There is no active market for these investments. The following table provides the cost and fair values of the equity securities held at September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Cost Fair Value Cost Fair Value Privately held equity securities $ 38,260 $ 42,002 $ 22,756 $ 22,829 Publicly traded equity securities 559 598 559 1,174 Total equity securities $ 38,819 $ 42,600 $ 23,315 $ 24,003 Equity Method Investments The Company's equity method investments include real estate investments, hedge fund investments, and other investments. The table below shows the carrying value of our equity method investments as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Carrying Value % of Total Carrying Value % of Total Real estate investments $ 44,925 56.0 % $ 44,050 52.6 % Hedge fund investments 15,447 19.3 % 32,929 39.3 % Other investments 19,793 24.7 % 6,763 8.1 % Total equity method investments $ 80,165 100.0 % $ 83,742 100.0 % The equity method investments above include limited partnerships which are variable interests issued by variable interest entities ("VIEs"). The Company does not have the power to direct the activities that are most significant to the economic performance of these VIEs, therefore, the Company is not the primary beneficiary of these VIEs. T he Company is deemed to have limited influence over the operating and financial policies of the investee and accordingly, these investments are reported under the equity method of accounting. In applying the equity method of accounting, the investments are initially recorded at cost and are subsequently adjusted based on the Company’s proportionate share of the investee's net income or loss. Generally, the maximum exposure to loss on these interests is limited to the amount of commitment made by the Company as more fully described in "Note 11 - Commitments, Contingencies and Guarantees" in these condensed consolidated financial statements. c) Net Investment Income Net investment income was derived from the following sources for the three and nine months ended September 30, 2022 and 2021: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Fixed maturities $ 2,259 $ 4,449 $ 7,074 $ 15,535 Income on funds withheld 2,616 2,708 8,753 7,928 Interest income from loan to related party 1,771 885 3,808 2,611 Cash and cash equivalents and other investments 930 377 2,292 613 7,576 8,419 21,927 26,687 Investment expenses ( 939 ) ( 942 ) ( 1,056 ) ( 2,091 ) Net investment income $ 6,637 $ 7,477 $ 20,871 $ 24,596 d) Net Realized and Unrealized Investment Gains (Losses) Realized gains or losses on the sale of investments are determined on the basis of the first in first out cost method. The following tables show the net realized 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: 18 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 4. Investments (continued) For the Three Months Ended September 30, 2022 Gross gains Gross losses Net Fixed maturities $ 591 $ ( 495 ) $ 96 Equity securities 217 ( 63 ) 154 Other investments 393 ( 2,215 ) ( 1,822 ) Net realized and unrealized investment gains (losses) $ 1,201 $ ( 2,773 ) $ ( 1,572 ) For the Three Months Ended September 30, 2021 Gross gains Gross losses Net Fixed maturities $ 1,890 $ ( 99 ) $ 1,791 Equity securities 106 ( 3,001 ) ( 2,895 ) Other investments 297 ( 130 ) 167 Net realized and unrealized investment gains (losses) $ 2,293 $ ( 3,230 ) $ ( 937 ) For the Nine Months Ended September 30, 2022 Gross gains Gross losses Net Fixed maturities $ 1,829 $ ( 637 ) $ 1,192 Equity securities 3,876 ( 875 ) 3,001 Other investments 2,825 ( 4,170 ) ( 1,345 ) Net realized and unrealized investment gains (losses) $ 8,530 $ ( 5,682 ) $ 2,848 For the Nine Months Ended September 30, 2021 Gross gains Gross losses Net Fixed maturities $ 6,137 $ ( 343 ) $ 5,794 Equity securities 5,168 ( 3,638 ) 1,530 Other investments 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. 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: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Net gains (losses) recognized for equity securities $ 154 $ ( 2,895 ) $ 3,001 $ 1,530 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 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). Net unrealized gains (losses) were as follows at September 30, 2022 and December 31, 2021, respectively: September 30, 2022 December 31, 2021 Fixed maturity investments $ ( 60,341 ) $ 1,801 Equity method investments — ( 4,414 ) Total net unrealized losses ( 60,341 ) ( 2,613 ) Deferred income tax 216 ( 80 ) Net unrealized losses, net of deferred income tax $ ( 60,125 ) $ ( 2,693 ) Change, net of deferred income tax $ ( 57,432 ) $ ( 52,050 ) 19 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 4. Investments (continued) e) Restricted Cash and Cash Equivalents and Investments The Company is required to provide collateral for its reinsurance liabilities under various reinsurance agreements and utilizes trust accounts to collateralize business with reinsurance counterparties. The assets in trust as collateral are primarily cash and highly rated fixed maturities. The fair values of restricted assets at September 30, 2022 and December 31, 2021 are: September 30, 2022 December 31, 2021 Restricted cash – third party agreements $ 15,297 $ 19,177 Restricted cash – related party agreements 32,825 20,242 Total restricted cash 48,122 39,419 Restricted investments – in trust for third party agreements at fair value (amortized cost: 2022 – $ 50,394 ; 2021 – $ 48,860 ) 50,235 48,845 Restricted investments – in trust for related party agreements at fair value (amortized cost: 2022 – $ 327,148 ; 2021 – $ 493,128 ) 274,103 493,883 Total restricted investments 324,338 542,728 Total restricted cash and investments $ 372,460 $ 582,147 5. Fair Value of Financial Instruments (a) Fair Values of Financial Instruments Fair Value Measurements — Accounting Standards Codification Topic 820, "Fair Value Measurements and Disclosures" ("ASC 820") defines fair value as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between open market participants at the measurement date. Additionally, ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy is broken down into three levels based on the reliability of inputs: • Level 1 — Valuations based on unadjusted quoted market prices for identical assets or liabilities that we have the ability to access. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Examples of assets and liabilities utilizing Level 1 inputs include: U.S. Treasury bonds; and publicly traded equity securities; • Level 2 — Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, or valuations based on models where the significant inputs are observable (e.g. interest rates, yield curves, prepayment speeds, default rates, loss severity, etc.) or can be corroborated by observable market data. Examples of assets and liabilities utilizing Level 2 inputs include: U.S. government-sponsored agency securities; non-U.S. government and supranational obligations; commercial mortgage-backed securities ("CMBS"); collateralized loan obligations ("CLO"); corporate and municipal bonds; and • Level 3 — Valuations based on models where significant inputs are not observable. The unobservable inputs reflect our own assumptions about assumptions that market participants would use developed on the basis of the best information available in the particular circumstances. Examples of assets and liabilities utilizing Level 3 inputs include: an investment in preference shares of a start-up insurance producer. The availability of observable inputs can vary and is affected by a wide variety of factors, including, for example, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires significantly more judgment. Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized in the Level 3 hierarchy. The Company uses prices and inputs that are current as at the measurement date. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified between hierarchy levels. For investments that have quoted market prices in active markets, the Company uses the quoted market prices as fair value and includes these in the Level 1 hierarchy. The Company receives the quoted market prices from a third party nationally recognized provider ("the Pricing Service"). When quoted market prices are unavailable, the Company utilizes the Pricing Service to determine an estimate of fair value. The fair value estimates are included in the Level 2 hierarchy. The Company will challenge any prices for its investments which are considered not to be representative of fair value. If quoted market prices and an estimate from the Pricing Service are unavailable, the Company produces an estimate of fair value based on dealer quotations for recent activity in positions with the same or similar characteristics to that being valued. The Company determines whether the fair value estimate is in the Level 2 or Level 3 hierarchy depending on the level of observable inputs available when estimating the fair value. The Company bases its estimates of fair values for assets on the bid price as it represents what a third party market participant would be willing to pay in an orderly transaction. 20 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 5. Fair Value of Financial Instruments (continued) 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. 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. U.S. government and U.S. agency bonds — Bonds issued by the U.S. Treasury, the Federal Home Loan Bank, the Federal Home Loan Mortgage Corporation, Government National Mortgage Association, Federal National Mortgage Association and the Federal Farm Credit Banks Funding Corporation. The fair values of U.S. treasury bonds are based on quoted market prices in active markets, and are included in the Level 1 fair value hierarchy. We believe the market for U.S. treasury bonds is an actively traded market given the high level of daily trading volume. The fair values of U.S. agency bonds are determined using the spread above the risk-free yield curve. As the yields for the risk-free yield curve and the spreads for these securities are observable market inputs, the fair values of U.S. agency bonds are included in the Level 2 fair value hierarchy. Non-U.S. government bonds — These securities are generally priced by independent pricing services. The Pricing Service may use current market trades for securities with similar quality, maturity and coupon. If no such trades are available, the Pricing Service typically uses analytical models which may incorporate spreads, interest rate data and market/sector news. As the significant inputs used to price non-U.S. government bonds are observable market inputs, the fair values of non-U.S. government bonds are included in the Level 2 fair value hierarchy. Collateralized loan obligations ("CLO") - These asset backed securities are originated by a variety of financial institutions that on acquisition are rated BBB-/Baa3 or higher. These securities are priced by independent pricing services and brokers. The pricing provider applies dealer quotes and other available trade information, prepayment speeds, yield curves and credit spreads to the valuation. As the significant inputs used to price the CLO are observable market inputs, the fair values are included in the Level 2 fair value hierarchy. Commercial mortgage-backed securities ("CMBS") - These asset backed securities are originated by a variety of financial institutions that on acquisition are rated BBB-/Baa3 or higher. These securities are priced by independent pricing services and brokers. The pricing provider applies dealer quotes and other available trade information, prepayment speeds, yield curves and credit spreads to the valuation. As the significant inputs used to price the CMBS are observable market inputs, the fair values are included in the Level 2 fair value hierarchy. Corporate and municipal bonds — Bonds issued by corporations, U.S. state and municipality entities or agencies that on acquisition are rated BBB-/Baa3 or higher. These securities are generally priced by independent pricing services. The credit spreads are sourced from broker/dealers, trade prices and new issue market. Where pricing is unavailable from pricing services, custodian pricing or non-binding quotes are obtained from broker-dealers to estimate fair values. As significant inputs used to price corporate and municipal bonds are observable market inputs, fair values are included in the Level 2 fair value hierarchy. Equity securities - Equity securities include publicly traded common and preferred stocks, and privately held common and preferred stocks. The fair value of publicly traded common and preferred stocks is primarily priced by pricing services, reflecting the closing price quoted for the final trading day of the period. These investments are carried at fair value using observable market pricing data and is included in the Level 1 fair value hierarchy. Any unrealized gains or losses on the investment is recorded in net income in the reporting period in which it occurs. The privately held common and preferred stocks are valued using significant inputs that are unobservable where there is little or no market activity. Unadjusted third party pricing sources or management's assumptions and internal valuation models may be used to determine the fair values, therefore, these investments are classified as Level 3 in the fair value hierarchy. Other investments — Includes unquoted investments comprised of the following types of investments: • Privately held investments: These are direct equity investments in common and preferred shares of privately held entities. The fair values are estimated using quarterly financial statements and/or recent private market transactions and thus are included under Level 3 of the fair value hierarchy due to unobservable market data used for valuation. • Private credit funds: These are privately held equity investments in common stock of entities that lend money valued using the most recently available or quarterly net asset value ("NAV") statements as provided by the external fund manager or third-party administrator and therefore measured using the NAV as a practical expedient. • Private equity funds: These are comprised of private equity funds, private equity co-investments with sponsoring entities and investments in real estate limited partnerships and joint ventures . The fair value is estimated based on the most recently available NAV as advised by the external fund manager or third-party administrator. The fair values are therefore measured using the NAV as a practical expedient. Derivative Instruments - The Company has recently entered into reinsurance contracts that are accounted for as derivatives. These reinsurance contracts provide indemnification to an insured or cedant as a result of a change in a variable as opposed to an identifiable insurable event. The Company considers these contracts to be part of its underwriting operations. The derivatives are initially valued at cost which approximates fair value. In subsequent measurement periods, the fair values of these derivatives are determined using internally developed discounted cash flow models using appropriate discount rates. The selection of an appropriate discount rate is judgmental and is the most significant unobservable input used in the valuation of these derivatives. A significant increase (decrease) in this input in isolation could result in a significantly lower (higher) fair value measurement for the derivative contract. As the significant inputs used to price these derivatives are unobservable, the fair values of these contracts are classified as Level 3. 21 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 5. Fair Value of Financial Instruments (continued) (b) Fair Value Hierarchy The Company’s estimates of fair value for financial assets and financial liabilities are based on the framework established in ASC 820. The framework is based on the inputs used in valuation and gives the highest priority to quoted prices in active markets and requires that observable inputs be used in the valuation methodology whenever available. 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. 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: 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 U.S. treasury bonds $ 58,223 $ — $ — $ — $ 58,223 U.S. agency bonds – mortgage-backed — 66,192 — — 66,192 Collateralized mortgage-backed bonds — 6,802 — — 6,802 Non-U.S. government bonds — 10,981 — — 10,981 Collateralized loan obligations — 144,533 — — 144,533 Corporate bonds — 85,242 — — 85,242 Equity securities 598 — 17,305 24,697 42,600 Other investments — — — 88,021 88,021 Total investments $ 58,821 $ 313,750 $ 17,305 $ 112,718 $ 502,594 As a percentage of total assets 3.0 % 15.8 % 0.9 % 5.7 % 25.4 % Derivative liability on retroactive reinsurance $ — $ — $ 9,035 $ — $ 9,035 December 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value Based on NAV Practical Expedient Total Fair Value Fixed maturities U.S. treasury bonds $ 59,879 $ — $ — $ — $ 59,879 U.S. agency bonds – mortgage-backed — 98,790 — — 98,790 Collateralized mortgage-backed bonds — 15,537 — — 15,537 Non-U.S. government bonds — 3,276 — — 3,276 Collateralized loan obligations — 179,021 — — 179,021 Corporate bonds — 240,642 — — 240,642 Equity securities 1,174 — 5,094 17,735 24,003 Other investments — — 1,000 73,746 74,746 Total investments $ 61,053 $ 537,266 $ 6,094 $ 91,481 $ 695,894 As a percentage of total assets 2.6 % 23.1 % 0.3 % 3.9 % 29.9 % The Company utilizes the Pricing Service to assist in determining the fair value of its investments; however, management is ultimately responsible for all fair values presented in the Company’s consolidated financial statements. This includes responsibility for monitoring the fair value process, ensuring objective and reliable valuation practices, and pricing of assets and liabilities and use of pricing sources. 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. 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. Since fixed maturities other than U.S. treasury bonds generally do not trade actively on a daily basis, the Pricing Service prepares estimates of fair value measurements using relevant market data, benchmark curves, sector groupings and matrix pricing and these have been classified as Level 2 within the fair value hierarchy. 22 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 5. Fair Value of Financial Instruments (continued) 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. 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. 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. 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. There were no transfers to or from Level 3 during the nine months ended September 30, 2022. (c) Level 3 Financial Instruments 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. The fair value of derivative instruments are determined using a discounted cash flow model in which the Company examines current market conditions, historical results as well as contract specific information that may impact future cash flows in order to assess the reasonableness of inputs used in the valuation model. Due to significant unobservable inputs in these valuations, the Company classifies the fair values as Level 3 within the fair value hierarchy. 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 Private equity investments $ 6,860 Quarterly financial statements Estimated maturity dates 1.0 years to 3.0 years Others including start-ups 10,445 Recent market transactions Liquidity discount rates Total Level 3 investments $ 17,305 Derivative liability on retroactive reinsurance $ 9,035 Discounted cash flows Duration matched discount rates 2.0 % to 3.0 % 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: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Balance - beginning of period $ 15,194 $ 6,094 $ 6,094 $ 2,844 Sales — — ( 1,000 ) — Net unrealized gains 111 — 3,770 — Purchases 2,000 — 8,441 4,250 Transfers out of Level 3 — — — ( 1,000 ) Total Level 3 investments - end of period $ 17,305 $ 6,094 $ 17,305 $ 6,094 (d) Financial Instruments Disclosed, But Not Carried, at Fair Value 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 . 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. The investments made by direct lending entities are carried at cost less impairment, if any, which approximates fair value. The fair value estimates of these investments are not based on observable market data and, as a result, are classified as Level 3. 23 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 5. Fair Value of Financial Instruments (continued) The fair values of the Senior Notes (as defined in "Note 7. 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. The following table presents the respective carrying value and fair value for the Senior Notes as at September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Senior Notes - MHLA – 6.625 % $ 110,000 $ 66,880 $ 110,000 $ 94,820 Senior Notes - MHNC – 7.75 % 152,500 108,885 152,500 140,300 Total Senior Notes $ 262,500 $ 175,765 $ 262,500 $ 235,120 6. Shareholders' Equity a) Common Shares 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. 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. b) Preference Shares On March 3, 2021 and May 6, 2021, the Company's Board of Directors approved the repurchase, including the repurchase by Maiden Reinsurance in accordance with its investment guidelines, of up to $ 100,000 and $ 50,000 , respectively, of the Company's preference shares from time to time at market prices in open market purchases or as may be privately negotiated . The authorizations are collectively referred to as the "2021 Preference Share Repurchase Program". 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; no preference shares were repurchased during the three months ended September 30, 2022: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2022 For the Nine Months Ended September 30, 2021 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 Series C 241,466 13.42 625,742 7.08 2,917,244 14.44 Series D 181,817 13.34 520,128 6.26 2,639,336 14.45 Total 558,636 13.42 1,581,509 6.31 9,075,673 14.56 Total price paid $ 7,495 $ 9,983 $ 132,153 Gain on purchase $ 6,004 $ 28,233 $ 87,168 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: As of September 30, 2022 Series A Series C Series D Total Outstanding shares issued by Maiden Holdings 6,000,000 6,600,000 6,000,000 18,600,000 Less: Total shares held by Maiden Reinsurance 4,499,950 4,855,972 4,457,194 13,813,116 Total shares held by non-affiliates 1,500,050 1,744,028 1,542,806 4,786,884 Percentage held by Maiden Reinsurance 75.0 % 73.6 % 74.3 % 74.3 % 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. The Company has announced its intention to exchange all outstanding preference shares for the Company's common shares subsequent to September 30, 2022. Please see "Note 14. Subsequent Events" for details. 24 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 6. Shareholders' Equity (continued) c) Treasury Shares 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. The Company has a remaining authorization of $ 74,245 for common share repurchases at September 30, 2022 (December 31, 2021 - $ 74,245 ). No repurchases were made during the three and nine months ended September 30, 2022 and 2021 under the common share repurchase plan. 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. There were no repurchases made during the three months ended September 30, 2022. 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: 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 ) Other comprehensive (loss) income before reclassifications ( 14,811 ) 2,246 ( 12,565 ) Amounts reclassified from AOCI to net income, net of tax ( 48 ) — ( 48 ) Net current period other comprehensive (loss) income ( 14,859 ) 2,246 ( 12,613 ) Ending balance, Maiden shareholders $ ( 60,125 ) $ 8,572 $ ( 51,553 ) 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 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 ) Net current period other comprehensive (loss) income ( 16,618 ) 6,036 ( 10,582 ) Ending balance, Maiden shareholders $ 7,014 $ ( 11,873 ) $ ( 4,859 ) For the Nine Months Ended September 30, 2022 Change in net unrealized gains on investment Foreign currency translation Total Beginning balance $ ( 2,693 ) $ ( 9,522 ) $ ( 12,215 ) Other comprehensive (loss) income before reclassifications ( 51,736 ) 18,094 ( 33,642 ) Amounts reclassified from AOCI to net income, net of tax ( 5,696 ) — ( 5,696 ) Net current period other comprehensive (loss) income ( 57,432 ) 18,094 ( 39,338 ) Ending balance, Maiden shareholders $ ( 60,125 ) $ 8,572 $ ( 51,553 ) For the Nine Months Ended September 30, 2021 Change in net unrealized gains on investment Foreign currency translation Total Beginning balance $ 49,357 $ ( 25,500 ) $ 23,857 Other comprehensive (loss) income before reclassifications ( 35,311 ) 13,627 ( 21,684 ) Amounts reclassified from AOCI to net income, net of tax ( 7,032 ) — ( 7,032 ) Net current period other comprehensive (loss) income ( 42,343 ) 13,627 ( 28,716 ) Ending balance, Maiden shareholders $ 7,014 $ ( 11,873 ) $ ( 4,859 ) 25 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 7. Long-Term Debt Senior Notes 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"). The 2013 Senior Notes issued by Maiden NA are fully and unconditionally guaranteed by Maiden Holdings. The Senior Notes are unsecured and unsubordinated obligations of the Company. The following tables detail the issuances of Senior Notes outstanding at September 30, 2022 and December 31, 2021: September 30, 2022 2016 Senior Notes 2013 Senior Notes Total Principal amount $ 110,000 $ 152,500 $ 262,500 Less: unamortized issuance costs 3,420 3,564 6,984 Carrying value $ 106,580 $ 148,936 $ 255,516 December 31, 2021 2016 Senior Notes 2013 Senior Notes Total Principal amount $ 110,000 $ 152,500 $ 262,500 Less: unamortized issuance costs 3,463 3,690 7,153 Carrying value $ 106,537 $ 148,810 $ 255,347 Other details: Original debt issuance costs $ 3,715 $ 5,054 Maturity date June 14, 2046 December 1, 2043 Earliest redeemable date (for cash) June 14, 2021 December 1, 2018 Coupon rate 6.625 % 7.75 % Effective interest rate 7.07 % 8.04 % 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. 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. Maiden NA is required to give at least thirty days and not more than sixty days notice prior to the redemption date. Under the terms of the 2016 Senior Notes, the 2016 Senior Notes can be redeemed, in whole or in part, at Maiden Holdings' 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. Maiden Holdings is required to give at least thirty days and not more than sixty days notice prior to the redemption date. 26 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 8. Reinsurance The Company uses reinsurance and retrocessional agreements ("ceded reinsurance") to mitigate volatility, reduce its exposure to certain risks and provide capital support. Ceded reinsurance provides for the recovery of a portion of loss and LAE under certain circumstances without relieving the Company of its obligations to the policyholders. The Company remains liable to the extent that any of its reinsurers or retrocessionaires fails to meet their obligations. Loss and LAE incurred and premiums earned are reported after deduction for ceded reinsurance. 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. 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: For the Nine Months Ended September 30, 2022 2021 Premiums written Direct $ 17,383 $ 16,181 Assumed ( 18,834 ) ( 8,316 ) Ceded ( 464 ) ( 347 ) Net $ ( 1,915 ) $ 7,518 Premiums earned Direct $ 17,332 $ 17,186 Assumed 6,942 24,103 Ceded ( 458 ) ( 1,183 ) Net $ 23,816 $ 40,106 Loss and LAE Gross loss and LAE $ 22,511 $ 6,132 Loss and LAE ceded ( 494 ) 1,414 Net $ 22,017 $ 7,546 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. 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. 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 . The $ 2,178,535 retention is subject to adjustment for paid losses subsequent to December 31, 2018. The LPT/ADC Agreement provides Maiden Reinsurance with $ 155,000 in adverse development cover over its carried AmTrust Quota Share loss reserves at December 31, 2018. The LPT/ADC Agreement meets the criteria for risk transfer and is thus accounted for as retroactive reinsurance. Cumulative ceded losses exceeding $ 445,000 are recognized as a deferred gain liability and amortized into income over the settlement period of the ceded reserves in proportion to cumulative losses collected over the estimated ultimate reinsurance recoverable. The amount of the deferral is recalculated each period based on loss payments and updated estimates. 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. 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. Cavello provided collateral in the form of a letter of credit in the amount of $ 445,000 to AmTrust under the LPT/ADC Agreement. Cavello is subject to additional collateral funding requirements as explained in "Note 10. Related Party Transactions". 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 . Cavello's parent company, Enstar, has credit ratings of BBB from both Standard & Poor's and Fitch Ratings at September 30, 2022. 27 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 9. Reserve for Loss and Loss Adjustment Expenses The Company uses both historical experience and industry-wide loss development factors to provide a reasonable basis for estimating future losses. In the future, certain events may be beyond the control of management, such as changes in law, judicial interpretations of law, and rates of inflation, which may favorably or unfavorably impact the ultimate settlement of the Company’s loss and LAE reserves. The anticipated effect of inflation is implicitly considered when estimating liabilities for loss and LAE. While anticipated changes in claim costs due to inflation are considered in estimating the ultimate claim costs, changes in the average severity of claims are caused by a number of factors that vary with the individual type of policy written. Ultimate losses are projected based on historical trends adjusted for implemented changes in underwriting standards, claims handling, policy provisions, and general economic trends. Those anticipated trends are monitored based on actual development and are modified if necessary. The reserving process begins with the collection and analysis of paid losses and incurred claims data for each of the Company's contracts. While reserves are mostly reviewed on a contract by contract basis, paid loss and incurred claims data is also aggregated into reserving segments. The segmental data is disaggregated by reserving class and further disaggregated by either accident year (i.e. the year in which the loss event occurred) or by underwriting year (i.e. the year in which the contract generating the premium and losses incepted). In cases where the Company uses underwriting year information, reserves are subsequently allocated to the respective accident year. The reserve for loss and LAE consists of: September 30, 2022 December 31, 2021 Reserve for reported loss and LAE $ 692,881 $ 851,950 Reserve for losses incurred but not reported ("IBNR") 453,203 637,423 Reserve for loss and LAE $ 1,146,084 $ 1,489,373 The following table represents a reconciliation of our beginning and ending gross and net loss and LAE reserves: For the Nine Months Ended September 30, 2022 2021 Gross loss and LAE reserves, January 1 $ 1,489,373 $ 1,893,299 Less: reinsurance recoverable on unpaid losses, January 1 562,845 592,571 Net loss and LAE reserves, January 1 926,528 1,300,728 Net incurred losses related to: Current year 27,510 31,259 Prior years ( 5,493 ) ( 23,713 ) 22,017 7,546 Net paid losses related to: Current year ( 334 ) ( 17,137 ) Prior years ( 319,132 ) ( 288,202 ) ( 319,466 ) ( 305,339 ) Change in deferred gain on retroactive reinsurance 12,024 24,296 Assumed retroactive reinsurance business 7,580 — Effect of foreign exchange rate movements ( 50,574 ) ( 21,332 ) Net loss and LAE reserves, September 30 598,109 1,005,899 Reinsurance recoverable on unpaid losses, September 30 547,975 561,627 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. 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). 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). 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. 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. 28 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 9. Reserve for Loss and Loss Adjustment Expenses (continued) 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. 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. Related Party Transactions"; partly offset by favorable runoff of Workers Compensation business. Net favorable prior year loss development for the three months ended September 30, 2021 was experienced in Workers Compensation and Commercial Auto Liability. 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. 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"). 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. Related Party Transactions"; partly offset by favorable runoff of Workers Compensation business. Prior year favorable loss development in 2021 in Workers Compensation and Commercial Auto Liability was partly offset by adverse development in Hospital Liability. The change in the deferred gain on retroactive reinsurance was $ 12,024 for the nine months ended September 30, 2022 (2021 - $ 24,296 ). 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. 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. 10. Related Party Transactions The Founding Shareholders of the Company were Michael Karfunkel, George Karfunkel and Barry Zyskind. Based on each individual's most recent public filing, Leah Karfunkel (wife of the late Michael Karfunkel) owns or controls approximately 7.7 % of the Company's outstanding common shares and Barry Zyskind (the Company's non-executive chairman) owns or controls approximately 7.3 % of the Company's outstanding common shares. George Karfunkel owns or controls less than 5.0 % of the Company's outstanding common shares. Leah Karfunkel and George Karfunkel are directors of AmTrust, and Barry Zyskind is the chief executive officer and chairman of AmTrust. Leah Karfunkel, George Karfunkel and Barry Zyskind own or control approximately 55.2 % of the ownership interests of Evergreen Parent LP, the ultimate parent of AmTrust. The following describes transactions that have transpired between the Company and AmTrust: AmTrust Quota Share Effective July 1, 2007, the Company and AmTrust entered into a master agreement, as amended ("Master Agreement"), by which they caused Maiden Reinsurance and AII to enter into the AmTrust Quota Share by which AII retroceded to Maiden Reinsurance an amount equal to 40 % of the premium written by subsidiaries of AmTrust, net of the cost of unaffiliated inuring reinsurance and 40 % of losses. The Master Agreement further provided that AII receive a ceding commission of 31 % of ceded written premiums. On June 11, 2008, Maiden Reinsurance and AII amended the AmTrust Quota Share to add Retail Commercial Package Business to the Covered Business (as defined in the AmTrust Quota Share). AII receives a ceding commission of 34.375 % on Retail Commercial Package Business. On July 1, 2016, the agreement was renewed through June 30, 2019. Effective July 1, 2018, the amount AEL ceded to Maiden Reinsurance was reduced to 20 %. Effective July 1, 2013, for the Specialty Program portion of Covered Business only, AII was responsible for ultimate net loss otherwise recoverable from Maiden Reinsurance to the extent that the loss ratio to Maiden Reinsurance, which shall be determined on an inception to date basis from July 1, 2007 through the date of calculation, is between 81.5 % and 95 % ("Loss Corridor"). Above and below the Loss Corridor, Maiden Reinsurance continued to reinsure losses at its proportional 40 % share of the AmTrust Quota Share. Effective July 31, 2019, the Loss Corridor was amended such that the maximum amount covered is $ 40,500 , the amount calculated by Maiden Reinsurance for the Loss Corridor coverage as of March 31, 2019. Any development above this maximum amount will be subject to the coverage of the LPT/ADC Agreement. Effective January 1, 2019, Maiden Reinsurance and AII entered into a partial termination amendment ("Partial Termination Amendment") which amended the AmTrust Quota Share. The Partial Termination Amendment provided for the cut-off of the ongoing and unearned premium of AmTrust’s Small Commercial Business, comprising workers’ compensation, general liability, umbrella liability, professional liability (including cyber liability) insurance coverages, and U.S. Specialty Risk and Extended Warranty ("Terminated Business") as of December 31, 2018. Under the Partial Termination Amendment, the ceding commission payable by Maiden Reinsurance for its remaining in-force business immediately prior to January 1, 2019 increased by five percentage points with respect to in-force remaining business (excluding Terminated Business) and related unearned premium as of January 1, 2019. 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. 29 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 10. Related Party Transactions (continued) 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. 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: (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"); 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. Maiden Reinsurance paid $ 312,786 ("Commutation Payment"), which is the sum of the net ceded reserves in the amount of $ 330,682 with respect to the Commuted Business as of December 31, 2018 less payments in the amount of $ 17,896 made by Maiden Reinsurance with respect to the Commuted Business from January 1, 2019 through July 31, 2019. The Commutation Payment was settled on August 12, 2019 and Maiden Reinsurance paid AII approximately $ 6,335 in interest related to the Commutation Payment premium, calculated at the rate of 3.30 % per annum from January 1, 2019 through August 12, 2019. AII and Maiden Reinsurance also agreed that as of July 31, 2019, the AmTrust Quota Share was deemed amended as applicable so that the Commuted Business is no longer included as part of Covered Business under the AmTrust Quota Share. On January 30, 2019, in connection with the termination of the reinsurance agreement described above, the Company and AmTrust entered into a second amendment to the Master Agreement between the parties, originally entered into on July 3, 2007, to remove the provisions requiring AmTrust to reinsure business with the Company. European Hospital Liability Quota Share Effective April 1, 2011, Maiden Reinsurance entered into the European Hospital Liability Quota Share with AEL and AIU DAC. Pursuant to the terms of the European Hospital Liability Quota Share, Maiden Reinsurance assumed 40 % of the premiums and losses related to policies classified as European Hospital Liability, including associated liability coverages and policies covering physician defense costs, written or renewed on or after April 1, 2011. The European Hospital Liability Quota Share also covers policies written or renewed on or before March 31, 2011, but only with respect to losses that occur, accrue or arise on or after April 1, 2011. The maximum limit of liability attaching shall be € 5,000 (€ 10,000 effective January 1, 2012) or currency equivalent (on a 100 % basis) per original claim for any one original policy. Maiden Reinsurance paid a ceding commission of 5 % on contracts assumed under the European Hospital Liability Quota Share. Effective July 1, 2016, the European Hospital Liability Quota Share was amended such that Maiden Reinsurance assumes from AEL 32.5 % of the premiums and losses of all policies written or renewed on or after July 1, 2016 until June 30, 2017 and 20 % of all policies written or renewed on or after July 1, 2017. 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. 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. 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 ). 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. 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: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Gross and net premiums written $ ( 805 ) $ 1,137 $ ( 18,520 ) $ ( 3,082 ) Net premiums earned 5,319 7,509 3,804 19,383 Net loss and LAE ( 15,461 ) ( 9,960 ) ( 19,072 ) ( 4,330 ) Commission and other acquisition expenses ( 2,004 ) ( 2,852 ) ( 2,127 ) ( 7,486 ) Collateral provided to AmTrust a) AmTrust Quota Share To provide AmTrust's U.S. 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. Maiden Reinsurance has provided appropriate collateral to secure its proportional share under the AmTrust Quota Share of AII's 30 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 10. Related Party Transactions (continued) 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. 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. The collateral requirements under the AmTrust Quota Share with AII was satisfied as follows: • by lending funds of $ 167,975 at September 30, 2022 and December 31, 2021 pursuant to a loan agreement entered into between those parties. Advances under the loan are secured by promissory notes. This loan was assigned by AII to AmTrust effective December 31, 2014 and is carried at cost. Interest is payable at a rate equivalent to the Federal Funds Effective Rate ("Fed Funds") plus 200 basis points per annum. 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 %). • 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. 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. (e) Investments" for additional information; • on January 11, 2019, a portion of the existing Trust Accounts used for collateral on the AmTrust Quota Share were converted to a funds withheld arrangement. The Company transferred $ 575,000 to AmTrust as a funds withheld receivable which has an annual interest rate for 2022 of 2.1 %, subject to annual adjustment. The annual interest rate was 1.80 % for 2021. 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 ). 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. Under the MCA, Cavello provided letters of credit on behalf of Maiden Reinsurance to AmTrust in an amount representing Cavello’s obligations under the LPT/ADC Agreement. Because these letters of credit replaced other collateral previously provided directly by Maiden Reinsurance to AmTrust, the MCA coordinates the collateral protection that will be provided to AmTrust to ensure that no gaps in collateral funding occur by operation of the LPT/ADC Agreement and related MCA. As a result of entering into both the LPT/ADC Agreement and the MCA, certain post-termination endorsements (“PTEs”) to the AmTrust Quota Share between AII and Maiden Reinsurance were required. Effective July 31, 2019, the PTEs: i) enable the operation of both the LPT/ADC Agreement and MCA by making provision for certain forms of collateral, including letters of credit provided by Cavello on Maiden Reinsurance’s behalf, and further defines the permitted use and return of collateral; and ii) increase the required funding percentage for Maiden Reinsurance under the collateral arrangements between the parties to 105 % of its obligations, subject to a minimum excess funding requirement of $ 54,000 , as may be mutually amended by the parties from time to time. Under certain defined conditions, Maiden Reinsurance may be required to increase this funding percentage to 110 %. Effective March 16, 2020, Maiden Reinsurance discontinued as a Bermuda company and completed its re-domestication to the State of Vermont. Bermuda is a Solvency II equivalent jurisdiction and the State of Vermont is not such a jurisdiction; therefore, the collateral provided under the respective agreements with AmTrust subsidiaries was strengthened to reflect the impact of the re-domestication concurrent with the date of Maiden Reinsurance’s re-domestication to Vermont. Maiden Reinsurance and AmTrust agreed to: 1) amend the AmTrust Quota Share pursuant to Post Termination Endorsement No. 2 effective March 16, 2020; and 2) amend the European Hospital Liability Quota Share pursuant to Post Termination Endorsement No. 1 effective March 16, 2020. Pursuant to the terms of Post Termination Endorsement No. 2 to the AmTrust Quota Share, Maiden Reinsurance strengthened the collateral protection provided by Maiden Reinsurance to AII by increasing the required funding percentage for Maiden Reinsurance under the collateral arrangements between the parties to 110 % of its obligations, subject to a minimum excess funding requirement of $ 54,000 , as may be mutually amended by the parties from time to time. Post Termination Endorsement No. 2 also sets forth conditions by which the funding percentage will be reduced and the sequence of how collateral will be utilized as obligations, as defined under the AmTrust Quota Share, are satisfied. Pursuant to the terms of Post Termination Endorsement No. 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. 31 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 10. 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. 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 ). 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. 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 ). AIU DAC paid Maiden Reinsurance a fixed annual interest rate of 0.5 % on the average daily funds withheld balance. 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 Effective July 1, 2007, the Company had a reinsurance brokerage agreement with AII Reinsurance Broker Ltd. ("AIIB"), a wholly owned subsidiary of AmTrust. Pursuant to the brokerage agreement, AIIB provided brokerage services relating to the AmTrust Quota Share and the European Hospital Liability Quota Share for a fee equal to 1.25 % of the premium assumed. AIIB was not the Company's exclusive broker. The brokerage agreement was terminated as of March 15, 2019. 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 Effective July 1, 2007, the Company entered into an asset management agreement with AII Insurance Management Limited ("AIIM"), a wholly owned subsidiary of AmTrust, pursuant to which AIIM agreed to provide investment management services to the Company. Effective January 1, 2018, AIIM provides investment management services for a quarterly fee of 0.02125 % of the average value of the account. The agreement may be terminated upon 30 days written notice by either party. 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. The novation mandates that AmTrust is to be bound by the terms of the asset management agreement in place of AIIM and AmTrust agrees to perform any and all past, present and future obligations of AIIM under the asset management agreement. On November 13, 2020, Maiden LF, Maiden GF, AmTrust and AIIM entered into a novation agreement, effective July 1, 2020, which provided for the novation of the asset management agreement, dated January 1, 2018 between Maiden LF, Maiden GF and AIIM, and the release by Maiden LF and Maiden GF of AIIM's obligations under the asset management agreement. The novation mandates that AmTrust is to be bound by the terms of the asset management agreement in place of AIIM and AmTrust agrees to perform any and all past, present and future obligations of AIIM under the asset management agreement. 683 Capital Partners, LP (“683 Partners”) 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: Related Party Disclosures . Limited Partnership Agreement with 683 Capital Management, LLC ("683 Capital") In July 2020, the Company and 683 Capital entered into a limited partnership agreement (“683 LP Agreement”) whereby 683 Capital will separately manage certain funds of Maiden Reinsurance at its discretion, subject to guidelines established by the parties. Under the 683 LP Agreement, Maiden Reinsurance will pay 683 Capital a management fee and subject to certain metrics agreed to by the parties, an incentive fee upon attainment of those metrics. 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. 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. 11. Commitments, Contingencies and Guarantees There are no material changes from the commitments, contingencies and concentrations previously disclosed in the Company’s Form 10-K for the year ended December 31, 2021. a) Concentrations of Credit Risk 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. Reinsurance " for additional information regarding the Company's credit risk exposure on its reinsurance counterparties including the impact of the LPT/ADC Agreement effective January 1, 2019. The Company requires its reinsurers to have adequate financial strength. 32 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 11. 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. 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. Reinsurance ". The Company manages the concentration of credit risk in its investment portfolio through issuer and sector exposure limitations. The Company believes it bears minimal credit risk in its cash on deposit. The Company also monitors the credit risk related to the loan to related party and funds withheld receivable, within which the largest balances are due from AmTrust. AmTrust has a financial strength/credit rating of A- (Excellent) from A.M. 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. The Company believes these balances as at September 30, 2022 will be fully collectible. b) Investment Commitments and Related Financial Guarantees The Company's unfunded commitments on other investments is $ 76,437 at September 30, 2022 (December 31, 2021 - $ 68,262 ). The Company's unfunded commitments on equity method investments was $ 25,069 at September 30, 2022 (December 31, 2021 - $ 25,950 ). The Company's unfunded commitments on private equity securities at September 30, 2022 was $ 17,663 (December 31, 2021 - $ 27,415 ). The Company's unfunded commitments on other investments at September 30, 2022 and December 31, 2021 were as follows: September 30, 2022 December 31, 2021 Fair Value % of Total Fair Value % of Total Private equity funds $ 56,767 74.3 % $ 46,149 67.6 % Private credit funds 14,981 19.6 % 4,897 7.2 % Investments in direct lending entities 3,304 4.3 % 13,216 19.4 % Other privately held investments 1,385 1.8 % 4,000 5.8 % Total unfunded commitments on other investments $ 76,437 100.0 % $ 68,262 100.0 % Certain of the Company's investments in limited partnerships are related to real estate joint ventures with interests in multi-property projects with varying strategies ranging from the development of properties to the ownership of income-producing properties. In certain of these joint ventures, the Company has provided certain indemnities, guarantees and commitments to certain parties such that it may be required to make payments now or in the future. Any loss for which the Company could be liable would be contingent on the default of a loan by the real estate joint venture entity for which the Company provided a financial guarantee to a lender. While the Company has committed to aggregate limits as to the amount of guarantees it will provide as part of its limited partnerships, guarantees are only provided on an individual transaction basis and are subject to the terms and conditions of each transaction mutually agreed by the parties involved. The Company is not bound to such guarantees without its express authorization. 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. c) Operating Lease Commitments The Company leases office spaces, housing, office equipment and company vehicles under various operating leases expiring in various years through 2024. The Company's leases are currently classified as operating leases and none of them have non-lease components. For operating leases that have a lease term of more than twelve months, and whose lease payments are above a certain threshold, the Company recognizes a lease liability and a right-of-use asset in the Condensed Consolidated Balance Sheets at the present value of the remaining lease payments until expiration. As the lease contracts generally do not provide an implicit discount rate, the Company used the weighted-average discount rate of 10 %, representing its secured incremental borrowing rate, in calculating the present value of the lease liability. 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 ). The Company's weighted-average remaining lease term is approximately 2.1 years at September 30, 2022. d) Legal Proceedings Except as noted below, the Company is not a party to any material legal proceedings. From time to time, the Company is subject to routine legal proceedings, including arbitration, arising in the ordinary course of business. These legal proceedings generally relate to claims asserted by or against the Company in the ordinary course of insurance or reinsurance operations. Based on the Company's opinion, the eventual outcome of these legal proceedings is not expected to have a material adverse effect on its financial condition or results of operations. In April 2009, the Company learned that Bentzion S. Turin, the former Chief Operating Officer, General Counsel and Secretary of Maiden Holdings and Maiden Reinsurance, sent a letter to the U.S. 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. 33 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 11. Commitments, Contingencies and Guarantees (continued) Mr. 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. He seeks reinstatement as Chief Operating Officer, General Counsel and Secretary of Maiden Holdings and Maiden Reinsurance, back pay and legal fees incurred. On December 31, 2009, the U.S. Secretary of Labor found no reasonable cause for Mr. Turin’s claim and dismissed the complaint in its entirety. Mr. Turin objected to the Secretary's findings and requested a hearing before an administrative law judge in the U.S. Department of Labor. The Company moved to dismiss Mr. Turin's complaint, and its motion was granted by the Administrative Law Judge on June 30, 2011. On July 13, 2011, Mr. Turin filed a petition for review of the Administrative Law Judge's decision with the Administrative Review Board in the U.S. Department of Labor. On March 29, 2013, the Administrative Review Board reversed the dismissal of the complaint on procedural grounds, and remanded the case to the administrative law judge. The administrative hearing began in September 2014 and concluded in November 2018. On September 2, 2021, Administrative Law Judge Theresa C. Timlin of the U.S. Department of Labor issued a decision and order which denied Mr. Turin’s complaint in full. On September 16, 2021, Mr. Turin filed a petition for review of the Administrative Law Judge's decision with the Administrative Review Board in the U.S. Department of Labor. The Company believes that it had good and sufficient reasons for terminating Mr. Turin's employment and that the claim is without merit. The Company will continue to vigorously defend itself against this claim. A putative class action complaint was filed against Maiden Holdings, Arturo M. Raschbaum, Karen L. Schmitt, and John M. Marshaleck in the United States District Court for the District of New Jersey on February 11, 2019. On February 19, 2020, the Court appointed lead plaintiffs, and on May 1, 2020, lead plaintiffs filed an amended class action complaint (the “Amended Complaint”).The Amended Complaint asserts violations of Section 10(b) of the Exchange Act and Rule 10b-5 (and Section 20(a) for control person liability) arising in large part from allegations that Maiden failed to take adequate loss reserves in connection with reinsurance provided to AmTrust. Plaintiffs further claim that certain of Maiden Holdings’ representations concerning its business, underwriting and financial statements were rendered false by the allegedly inadequate loss reserves, that these misrepresentations inflated the price of Maiden Holdings' common stock, and that when the truth about the misrepresentations was revealed, the Company’s stock price fell, causing Plaintiffs to incur losses. On September 11, 2020, a motion to dismiss was filed on behalf of all Defendants. On August 6, 2021, the Court issued an order denying, in part, Defendants’ motion to dismiss, ordering Plaintiffs to file a shorter amended complaint no later than August 20, 2021, and permitting discovery to proceed on a limited basis. We believe the claims are without merit and we intend to vigorously defend ourselves. It is possible that additional lawsuits will be filed against the Company, its subsidiaries and its respective officers due to the diminution in value of our securities as a result of our operating results and financial condition. It is currently uncertain as to the effect of such litigation on our business, operating results and financial condition. 12. Earnings per Common Share The following is a summary of the elements used in calculating basic and diluted earnings per common share: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: 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 Amount allocated to participating common shareholders (1) — ( 17 ) ( 109 ) ( 1,017 ) Net (loss) income allocated to Maiden common shareholders $ ( 8,160 ) $ 2,847 $ 19,077 $ 100,409 Denominator: Weighted average number of common shares – basic 87,161,499 86,433,780 86,935,823 85,937,012 Potentially dilutive securities: Share options and restricted share units (2) — 4,452 1,729 4,406 Adjusted weighted average number of common shares – diluted (2) 87,161,499 86,438,232 86,937,552 85,941,418 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) Please refer to "Note 6. Shareholders' Equity" and "Note 14. 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. 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). 34 MAIDEN HOLDINGS, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands of U.S. dollars, except share and per share data) 13. Income Taxes 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. 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. and Sweden. A valuation allowance has been established against the net U.S. deferred tax assets which are primarily attributable to net operating losses and discounting of loss reserves for tax purposes. At this time, the Company believes it is necessary to establish a valuation allowance against the U.S. net deferred tax assets due to insufficient positive evidence regarding the utilization of these tax benefits in the future . 14. Subsequent Events Exchange of Preference Shares for Common Shares 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 "). 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. 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. 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. 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. The Board has also approved the amendments to the certificates of designations for each series of Preference Shares, and the Exchange. 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 ”). 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: (i) the closing price of the Common Shares (as reflected on Nasdaq.com) immediately preceding the date of the Exchange; 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. 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. All rights of the former holders related to ownership of the Preference Shares will terminate. 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. 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. 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. 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. Maiden expects to complete the transaction on or before December 31, 2022 and will notify holders of the exchange date when determined. 35