Item 2. Management’s Discussion and Analysis
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (this "Form 10-Q" or this "Report"). References in this Form 10-Q to the terms "we", "us", "our", "the Company", "Maiden" or other similar terms mean the consolidated operations of Maiden Holdings, Ltd. and its subsidiaries, unless the context requires otherwise. References in this Form 10-Q to the term "Maiden Holdings" means Maiden Holdings, Ltd. only. Certain reclassifications have been made for 2022 to conform to the 2023 presentation and have no impact on consolidated net income and total equity previously reported.
Note on Forward-Looking Statements
This Quarterly Report on Form 10-Q includes projections concerning financial information and statements concerning future economic performance and events, plans and objectives relating to management, operations, products and services, and assumptions underlying these projections and statements. These projections and statements are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 and are not historical facts but instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside our control. These projections and statements may address, among other things, our strategy for growth, product development, financial results and reserves. Our actual results and financial condition may differ, possibly materially, from these projections and statements and therefore you should not place undue reliance on them.
Factors that could cause our actual results and financial condition to differ, possibly materially, from those in the specific projections and statements are discussed throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations and in "Risk Factors" in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2022 that was filed with the U.S. Securities and Exchange Commission ("SEC") on March 15, 2023, however, these factors should not be construed as exhaustive. Forward-looking statements speak only as of the date they are made and we undertake no obligation to update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.
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Overview
Maiden Holdings is a Bermuda-based holding company. We create shareholder value by actively managing and allocating our assets and capital, including through ownership and management of businesses and assets mostly in the insurance and related financial services industries where we can leverage our deep knowledge of those markets. We also provide a full range of legacy services to small insurance companies, particularly those in run-off or with blocks of reserves that are no longer core, working with clients to develop and implement finality solutions including acquiring entire companies that enable our clients to meet their capital and risk management objectives. We expect our legacy solutions business to contribute to our active asset and capital management strategies.
We are not currently underwriting reinsurance business on new prospective risks but are actively underwriting risks on a retroactive basis through Genesis Legacy Solutions ("GLS"). We also have various historic reinsurance programs underwritten by Maiden Reinsurance Ltd. ("Maiden Reinsurance") which are in run-off, including the liabilities associated with AmTrust Financial Services, Inc. ("AmTrust") which we terminated in 2019 as discussed in " Note 10. Related Party Agreements " of the Notes to Condensed Consolidated Financial Statements in Part I Item 1. "Financial Information" . In addition, we have a Loss Portfolio Transfer and Adverse Development Cover Agreement ("LPT/ADC Agreement") with Cavello Bay Reinsurance Limited ("Cavello") and a commutation agreement that further reduces our exposure to and limits the potential volatility related to our AmTrust liabilities in run-off, as discussed in " Note 8. Reinsurance " of the Notes to Condensed Consolidated Financial Statements in Part I Item 1. "Financial Information" .
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. Our wholly owned subsidiary, Maiden Global Holdings, Ltd. ("Maiden Global") is 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 Europe and other global markets. These products also produced reinsurance programs which were underwritten by our wholly owned subsidiary Maiden Reinsurance. In 2023, we are evaluating the strategic value of Maiden LF and Maiden GF in relation to their ongoing growth and profitability prospects, regulatory capital requirements and ability to create shareholder value in excess of our target return on capital levels. We expect to continue this evaluation during the remainder of 2023.
Our business currently consists of 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 . 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"), both of which are in run-off effective as of January 1, 2019.
Please refer to " Management's Discussion and Analysis of Financial Condition and Results of Operations " section included under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022 that was filed on March 15, 2023 for further information on recent developments within the Company.
Business Strategy
We continued to deploy our revised operating strategy during 2023 which leverages the significant assets and capital we retain. In addition to restoring operating profitability, our strategic focus centers on creating the greatest risk-adjusted shareholder returns in order to increase book value for our common shareholders, both near and long-term. We also believe that these areas of strategic focus will enhance our profitability through increased returns, which should also increase the likelihood of fully utilizing the significant net operating loss ("NOL") carryforwards as described further below which would create additional common shareholder value. This strategy presently has three principal areas of focus:
• Asset management - investing in assets and asset classes in a prudent but expansive manner in order to maximize investment returns and is principally enabled by limiting the amount of insurance risk we assume in relation to the assets we hold and maintaining required regulatory capital at very strong levels to manage our aggregate risk profile;
• Legacy underwriting - judiciously building a portfolio of legacy run-off acquisitions and retroactive reinsurance transactions which we believe will produce attractive underwriting returns; and
• Capital management - effectively managing the capital we hold on our balance sheet and when appropriate, repurchasing securities or returning capital to enhance common shareholder returns.
As our insurance liabilities run-off and these strategies potentially develop along timelines longer than initially anticipated, we may allocate capital to other insurance activities that produce more consistent levels of revenue and profit as we seek to create longer-term shareholder value.
For example, we have not engaged or pursued active reinsurance underwriting of new prospective risks as our assessment of the reinsurance marketplace along with our current operating profile has been that the risk-adjusted returns that may be produced via such underwriting are likely to be lower over the long-term than our cost of capital. However, as interest rates have increased and moved towards historically observed levels, risk-adjusted returns for active reinsurance underwriting of new prospective risks may become more attractive and while we have no immediate plans to resume such underwriting, we continue to evaluate if such a strategy would produce suitable value for shareholders.
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Further, we continue to also evaluate our ongoing activities in insurance distribution. To date, our insurance distribution investments have achieved an internal rate of return of 30.2% and a multiple of capital of 1.58x on those investments.
As part of our ongoing evaluation of both the insurance and reinsurance marketplace and the ability of both the distribution and the reinsurance markets to increase our current income, we increasingly believe expansion of those strategies may be appropriate. We are exploring distribution opportunities which are non-risk bearing and capital efficient and given ongoing changes in reinsurance markets, can be potentially complemented by limited and selective deployment of reinsurance capacity to supplement those activities and enhance returns to shareholders.
The measures implemented in recent years have allowed us to more flexibly allocate capital to those activities most likely to produce the greatest returns for shareholders, and we are actively engaged in evaluating and deploying funds in all pillars of the strategies as discussed herein.
The returns expected to be produced by each pillar of our strategy are primarily evaluated in relation to our cost of debt capital, which carries a weighted average effective interest rate of 7.6%. To the extent our experience or belief indicates we cannot exceed the cost of debt capital, we expect to refrain from activities in those areas.
Our ability to execute our asset and capital management initiatives is dependent on maintaining adequate levels of unrestricted liquidity and cash flows. Further, there can be no assurance that our insurance liabilities will run-off at levels that will permit further capital management activities, which we continually review as part of our strategy. Please refer to the "Liquidity and Capital Resources" section for further information on our asset and capital management activities.
Asset Management
As part of our expanded asset management activities, as noted we have evaluated and continue to consider investing in various initiatives in the insurance industry across a variety of segments which we believe will produce appropriate risk-adjusted returns while maintaining the option to consider underwriting activities in the future. We believe these expanded activities will produce a broad range of positive impacts on our financial condition, including current income, longer-term gains and in certain instances, fee income.
In recent years, we have invested approximately $291.3 million into alternative investments which include equity securities, other investments and equity method investments in a wide variety of asset classes and we believe these activities will exceed that benchmark cost of capital with adjustments as necessary if those returns do not emerge.
Recent development and trends in financial markets, particularly the rapid rise in interest rates and heightened risk of economic recession, indicate that it may take longer than expected to achieve those returns and we expect that to factor into future capital allocation decisions. In particular, as interest rates have risen to more historically observed levels, we have focused on investing in assets that produce higher levels of current income as opposed to longer-term gains, in order to increase returns to shareholders and increase the opportunity to recognize our deferred tax assets discussed below.
Legacy Underwriting
In November 2020, we formed GLS which specializes in providing a full range of legacy services to small insurance entities, particularly those in run-off or with blocks of reserves that are no longer core, working with clients to develop and implement finality solutions including acquiring entire companies that enable our clients to meet their capital and risk management objectives. We acquire legacy liabilities and (re)insurance reserves from companies and provide retroactive reinsurance coverage for portfolios of (re)insurance business, primarily via loss portfolio transfer contracts (“LPT”). Additionally, we provide reinsurance contracts to other (re)insurers to mitigate some of their risk of future adverse development (an adverse development cover, or “ADC”) on insurance risks relating to prior accident years.
We believe the formation of GLS is highly complementary to our overall longer-term strategy and will produce risk-adjusted returns in excess of our debt cost of capital. In addition, while we anticipate profitable growth from the GLS portfolio as it develops, we expect our required capital to continue to decline as insurance risk incurred by GLS will be more than offset by the run-off of insurance liabilities from our prior reinsurance strategies. GLS, along with other recent insurance industry investments, enables us to leverage our knowledge base while not re-entering active underwriting of new prospective risks and maintaining an efficient operating profile. We believe GLS not only enhances our profitability through both fee income and effective claims management services, but it will also increase our asset base through the addition of blocks of reserves or companies that can be successfully wound down.
Effective October 1, 2021, GLS completed its first loss portfolio transfer transaction which included an ADC cover. GLS continues to write additional retroactive reinsurance transactions consistent with its business plan. In addition to producing long-term returns that may exceed the target cost of capital, we expect the business produced through GLS should further enhance our ability to pursue the asset and capital management pillars of our business strategy. The nature of GLS business plan is that it may take a sustained period of growth in insurance liabilities to produce the targeted returns, which has not occurred to date. In addition, early stage initiatives such as GLS may take a period of time to reach profitability. Finally, the nature of legacy transactions which GLS seeks to execute may be inconsistent as to their timing and not predictable as regards how many transactions may be completed in any fiscal period. As of September 30, 2023, GLS and its subsidiaries hold insurance related liabilities of $26.2 million including mainly total reserves of $19.9 million, an underwriting-related derivative liability of $4.0 million, and net deferred gains on retroactive reinsurance of $2.3 million.
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Capital Management
Our capital management strategy is significantly informed by the required capital needed to operate our business in a prudent manner and our ongoing analysis of our loss development trends. Trends in recent years have increased our confidence in our recorded ultimate losses for our insurance liabilities in run-off, however a prudent assessment dictates that the run-off portfolio still requires additional maturity to fully emerge, as evidenced by the adverse loss development we have experienced in 2022 and 2023. While there is no assurance that prior positive long-term loss development trends will resume, as our insurance liabilities further mature we remain confident that we can continue the prudent and disciplined repurchase of both our common shares and senior notes which are authorized for repurchase, which we believe provided the greatest risk-adjusted returns to our common shareholders.
Please refer to "Notes to Consolidated Financial Statements - Note 6 — Shareholders' Equity" under Item 8 "Financial Statements and Supplementary Data" of the Annual Report on Form 10-K for the year ended December 31, 2022 for further information on the common shares issued as part of the exchange for preference shares held by Maiden Reinsurance and other preference shareholders in 2022 ("Exchange").
Completion of the Exchange represented a significant milestone in our capital management plan and we continue to evaluate other capital management options that may be available to us, including repurchase of the Company's common shares and senior notes from time to time at market prices or as may be privately negotiated as approved by our Board in its respective authorizations. The Company expects to deploy its capital management strategy on a long-term and disciplined basis, balanced along with its other strategic initiatives.
Please refer to " Notes to Condensed Consolidated Financial Statements (unaudited) Note 6. Shareholders' Equity and Note 7. Long-Term Debt " included under Item 1. "Financial Statements" of this Quarterly Report on Form 10-Q for further information on the recent repurchases made by Maiden Reinsurance during the third quarter of 2023. However, there can be no assurance that we will continue to pursue such capital management initiatives, or that they will provide appropriate risk-adjusted returns.
Maiden Holdings North America ("Maiden NA")
We believe Maiden NA’s investments, including its ownership of Maiden Reinsurance and its active asset management strategy, will create opportunities to utilize NOL carryforwards of $304.9 million at September 30, 2023. The NOL carryforwards combined with additional net deferred tax assets ("DTA") primarily related to our insurance liabilities result in net U.S. DTA (before valuation allowance) of $121.0 million or $1.20 per common share at September 30, 2023.
Net U.S. DTA of $121.0 million is not presently recognized on the Company's condensed consolidated balance sheets as a full valuation allowance is carried against it. At this time, while positive evidence in support of reducing the valuation allowance is growing, the Company believes it is necessary to maintain a full valuation allowance against the net U.S. DTA as more evidence is needed regarding the utilization of these losses. As circumstances further develop, we will continuously evaluate the amount of the valuation allowance held against the net U.S. DTA.
For further details please see " Note 13 — Income Taxes " included under Item 8 " Financial Statements and Supplementary Data " of the Annual Report on Form 10–K for the year ended December 31, 2022. Taken together, we believe these measures should generate additional income for Maiden NA in a tax-efficient manner, while sharing in the improvement in profitability anticipated in Maiden Reinsurance as a result of the measures enacted as described above.
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Three and Nine Months Ended September 30, 2023 and 2022 Financial Highlights
For the Three Months Ended September 30, 2023 2022 Change
Summary Consolidated Statement of Income Data (unaudited): ($ in thousands except per share data)
Net loss attributable to Maiden common shareholders $ (3,527) $ (8,160) $ 4,633
Basic and diluted loss per common share:
Net loss attributable to common shareholders (2)
(0.03) (0.09) 0.06
Gross premiums written 8,660 5,380 3,280
Net premiums earned 12,479 12,251 228
Underwriting loss (3)
(10,910) (12,627) 1,717
Net investment results (13)
11,482 4,692 6,790
Non-GAAP measures:
Non-GAAP operating loss (1)
(11,747) (21,060) 9,313
Non-GAAP basic and diluted operating loss per common share (1)
(0.12) (0.24) 0.12
Annualized non-GAAP operating return on average adjusted shareholders' equity (1)
(14.4) % (32.6) % 18.2
For the Nine Months Ended September 30, 2023 2022 Change
Summary Consolidated Statement of Income Data (unaudited): ($ in thousands except per share data)
Net loss $ (17,788) $ (9,047) $ (8,741)
Gain from repurchase of preference shares — 28,233 (28,233)
Net (loss) income attributable to Maiden common shareholders (17,788) 19,186 (36,974)
Basic and diluted (loss) earnings per common share:
Net (loss) income attributable to Maiden common shareholders (2)
(0.18) 0.22 (0.40)
Gain from repurchase of preference shares per common share — 0.32 (0.32)
Gross premiums written 16,371 (1,451) 17,822
Net premiums earned 32,520 23,816 8,704
Underwriting loss (3)
(28,425) (19,412) (9,013)
Net investment results (13)
38,447 21,576 16,871
Non-GAAP measures:
Non-GAAP operating loss (1)
(15,173) (11,362) (3,811)
Non-GAAP basic and diluted operating loss per common share (1)
(0.15) (0.13) (0.02)
Annualized non-GAAP operating return on average adjusted shareholders' equity (1)
(6.2) % (5.9) % (0.3)
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September 30, 2023 December 31, 2022 Change
Consolidated Financial Condition ($ in thousands except per share data)
Total investments and cash and cash equivalents (4)
$ 578,905 $ 633,684 $ (54,779)
Total assets 1,577,463 1,846,866 (269,403)
Reserve for loss and LAE 911,475 1,131,408 (219,933)
Senior notes - principal amount 262,361 262,500 (139)
Shareholders' equity 263,237 284,579 (21,342)
Total capital resources (5)
525,598 547,079 (21,481)
Ratio of debt to total capital resources (10)
49.9 % 48.0 % 1.9
Book Value calculations:
Book value per common share (6)
$ 2.60 $ 2.80 $ (0.20)
Accumulated dividends per common share (12)
4.27 4.27 —
Book value per common share plus accumulated dividends $ 6.87 $ 7.07 $ (0.20)
Change in book value per common share plus accumulated dividends (2.8) %
Diluted book value per common share (7)
$ 2.58 $ 2.79 $ (0.21)
Non-GAAP measures:
Adjusted book value per common share (8)
$ 3.16 $ 3.25 $ (0.09)
Adjusted shareholders' equity (9)
319,753 329,987 (10,234)
Adjusted total capital resources (9)
582,114 592,487 (10,373)
Ratio of debt to adjusted total capital resources (11)
45.1 % 44.3 % 0.8
(1) Non-GAAP operating loss, non-GAAP operating loss per common share, and annualized non-GAAP operating return on average common shareholders' equity are non-GAAP financial measures. See " Key Financial Measures " for additional information.
(2) Please refer to " Notes to Condensed Consolidated Financial Statements (unaudited) Note 12. Earnings per Common Share " for the calculation of basic and diluted income (loss) per common share.
(3) Underwriting income or loss is a non-GAAP measure and is calculated as net premiums earned plus other insurance revenue less net loss and LAE, commission and other acquisition expenses and general and administrative expenses directly related to underwriting activities. See " Key Financial Measures " for additional information.
(4) Total investments and cash and cash equivalents includes both restricted and unrestricted.
(5) Total capital resources is the sum of the Company's principal amount of debt and shareholders' equity. See " Key Financial Measures " for additional information.
(6) Book value per common share is calculated using shareholders’ equity divided by the number of common shares outstanding. See " Key Financial Measures " for additional information.
(7) Diluted book value per common share is calculated by dividing shareholders' equity, adjusted for assumed proceeds from the exercise of dilutive options, by the number of outstanding common shares plus dilutive options and restricted shares (assuming exercise of all dilutive share based awards). See " Key Financial Measures " for additional information.
(8) Adjusted book value per common share is a non-GAAP measure that is calculated using shareholders' equity, adjusted by adding to shareholders' equity the unamortized deferred gain on retroactive reinsurance arising from the LPT/ADC Agreement, divided by the number of common shares outstanding. See " Key Financial Measures " for additional information.
(9) Adjusted shareholders' equity and adjusted total capital resources are calculated by adding to shareholders' equity the unamortized deferred gain on retroactive reinsurance arising from the LPT/ADC Agreement with Cavello relating to losses from the AmTrust Quota Share agreement. Under U.S. GAAP, the deferred gain shall be amortized over the estimated remaining settlement period. See " Key Financial Measures " for additional information.
(10) Ratio of debt to total capital resources is calculated using the total principal amount of debt divided by the sum of total capital resources.
(11) Ratio of debt to adjusted total capital resources is calculated using the total principal amount of debt divided by the sum of adjusted total capital resources.
(12) Accumulated dividends per common share includes the cumulative sum of dividends declared and paid in the past on the Company's issued common shares since inception.
(13) Net investment results include the sum of net investment income, net realized and unrealized gains (losses), and interest in income (loss) of equity method investments.
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Key Financial Measures
In addition to our key financial measures presented in accordance with GAAP in the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Income and Comprehensive Income, management uses certain non-GAAP financial measures to evaluate the Company's financial performance and the overall growth in value generated for the Company’s common shareholders. Management believes that these measures, which may be defined differently by other companies, explain the Company’s results to investors in a manner that allows for a more complete understanding of the underlying trends in the Company’s business. The non-GAAP measures should not be viewed as a substitute for those determined in accordance with U.S. GAAP. The calculation of these key financial measures including the reconciliation of non-GAAP measures to the nearest GAAP measure and relevant discussions are found within Item 2 - "Management's Discussion and Analysis of Financial Condition and Results of Operations" . These non-GAAP financial measures are:
Non-GAAP operating earnings (loss) and non-GAAP diluted operating earnings (loss) per common share : Management believes that the use of non-GAAP operating earnings and non-GAAP diluted operating earnings per common share enables investors and other users of the Company’s financial information to analyze its performance in a manner similar to how management analyzes performance. Management also believes that these measures generally follow industry practice therefore allowing the users of financial information to compare the Company’s performance with its industry peer group, and that the equity analysts and certain rating agencies which follow the Company, and the insurance industry as a whole, generally exclude these items from their analyses for the same reasons. Non-GAAP operating earnings should not be viewed as a substitute for U.S. GAAP net income.
Non-GAAP operating earnings (loss) is an internal performance measure used by management as these measures focus on the underlying fundamentals of the Company's operations by excluding, on a recurring basis: (1) net realized investment gains (losses); (2) foreign exchange and other gains (losses); (3) the portion of favorable or unfavorable prior year reserve development for which we have ceded the risk under the LPT/ADC Agreement and related changes in amortization of the deferred gain liability; and (4) interest in income (loss) of equity method investments. We excluded net realized investment gains (losses), interest in income (loss) of equity method investments and foreign exchange and other gains (losses) as we believe these are influenced by market opportunities and other factors. We do not believe that ceded risks under the LPT/ADC Agreement are representative of our ongoing and future business which are different to retroactive reinsurance risks written by GLS that are representative of our ongoing and future business. We believe all of these amounts are substantially independent of our business and any potential future underwriting process, therefore including them would distort the analysis of underlying trends in our operations.
Underwriting income (loss) is a non-GAAP measure and is calculated as net premiums earned plus other insurance revenue less net loss and LAE, commission and other acquisition expenses and general and administrative expenses directly related to underwriting activities. For purposes of these non-GAAP operating measures, the fee-generating business which is included in our Diversified Reinsurance segment, is considered part of the underwriting operations of the Company. Management believes that this measure is important in evaluating the underwriting performance of the Company and its segments. This measure is also a useful tool to measure the profitability of the Company separately from the investment results and is also a widely used performance indicator in the insurance industry. A reconciliation of the Company's underwriting results can be found in the Condensed Consolidated Financial Statements in the " Notes to Condensed Consolidated Financial Statements (unaudited) Note 3. Segment Information " included under Item 1. "Financial Statements" of this Quarterly Report on Form 10-Q.
The Company no longer presents certain non-GAAP measures such as combined ratio and its related components in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2023, as it believes that as the run-off of our reinsurance portfolios progresses, such ratios are increasingly not meaningful and of less value to readers as they evaluate the financial results of the Company, particularly compared to historical data.
While an important metric of success, underwriting income (loss) does not reflect all components of profitability, as it does not recognize the impact of investment income earned on premiums between the time premiums are received and the time loss payments are ultimately paid to clients. Because we do not manage our cash and investments by segment, investment income and interest expense are not allocated to the reportable segments. Certain general and administrative expenses are generally allocated to segments based on actual costs incurred.
Non-GAAP Operating Return on Average Adjusted Shareholders' Equity ("Non-GAAP Operating ROACE"): Management uses non-GAAP operating return on average adjusted shareholders' equity as a measure of profitability that focuses on the return to common shareholders. It is calculated using non-GAAP operating earnings (loss) available to common shareholders (as defined above) divided by average adjusted shareholders' equity.
Book Value per Common Share and Diluted Book Value per Common Share: Book value per common share and diluted book value per common share are non-GAAP measures. Management uses growth in both of these metrics as a prime measure of the value we are generating for our common shareholders, because management believes that growth in each metric ultimately results in growth in the Company’s common share price. These metrics are impacted by the Company’s net income and external factors, such as interest rates, which can drive changes in unrealized gains or losses on our fixed income investment portfolio, as well as common share repurchases.
Ratio of Debt to Total Capital Resources: Management uses this non-GAAP measure to monitor the financial leverage of the Company. This measure is calculated using the total principal amount of debt divided by the sum of total capital resources.
Non-GAAP underwriting income (loss) and Non-GAAP Net Loss and LAE: Management has further adjusted underwriting income (loss), as defined above, as well as reported net loss and LAE by excluding the portion of favorable or unfavorable prior year reserve development for which we have ceded the risk under retroactive reinsurance agreements such as the LPT/ADC Agreement. The losses are estimated to be fully recoverable from Cavello and management believes adjusting for this development shows the ultimate economic benefit of the LPT/ADC Agreement on our underwriting results.
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We believe reflecting the economic benefit of this retroactive reinsurance agreement is helpful for understanding future trends in our operations.
Adjusted Total Shareholders' Equity, Adjusted Total Capital Resources, Ratio of Debt to Adjusted Total Capital Resources and Adjusted Book Value per Common Share: Management has adjusted GAAP shareholders' equity by adding to shareholders' equity the unamortized deferred gain on ceded retroactive reinsurance under the LPT/ADC Agreement. The unamortized deferred gain on ceded retroactive reinsurance under the LPT/ADC Agreement includes the aggregate impact of: 1) cumulative increases to losses incurred prior to December 31, 2018 for which we have ceded the risk under the LPT/ADC Agreement; and 2) changes in estimated ultimate losses for certain workers' compensation reserves previously commuted by the Company to AmTrust which are subject to specific terms and conditions pursuant to the LPT/ADC Agreement.
As a result, by virtue of this adjustment, management has also adjusted Total Capital Resources and computed the Ratio of Debt to Adjusted Capital Resources and Adjusted Book Value per Common Share. The deferred gain liability on retroactive reinsurance under the LPT/ADC Agreement represents loss reserves estimated to be fully recoverable from Cavello and management believes adjusting for this shows the ultimate economic benefit of the LPT/ADC Agreement. We believe reflecting the economic benefit of this non-recurring retroactive reinsurance agreement is helpful to understand future trends in our operations, which will improve the Company's shareholders' equity over the settlement or contract periods, respectively.
Alternative investments is the total of the Company's holdings of equity securities, other investments and equity method investments as reported on the Company's Condensed Consolidated Balance Sheets.
Certain Operating Measures
Refer to " Management's Discussion and Analysis of Financial Condition and Results of Operations " section included under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 15, 2023, for a general discussion on " Certain Operating Measures" utilized by the Company.
Critical Accounting Policies and Estimates
The Company's critical accounting policies and estimates are discussed in " Management's Discussion and Analysis of Financial Condition and Results of Operations " section included under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 15, 2023.
The critical accounting policies and estimates should be read in conjunction with " Part I, Item 1 - Notes to Condensed Consolidated Financial Statements (unaudited) Note 2. Significant Accounting Policies " included in this Form 10-Q and " Notes to Consolidated Financial Statements Note 2. Significant Accounting Policies " included within the audited Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 15, 2023. There have been no material changes in the application of our critical accounting estimates subsequent to that report.
Results of Operations
The following table sets forth our selected unaudited Condensed Consolidated Statement of Income data for the three and nine months ended September 30, 2023 and 2022:
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For the Three Months Ended September 30, For the Nine Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Gross premiums written
$ 8,660 $ 5,380 $ 16,371 $ (1,451)
Net premiums written
$ 8,625 $ 5,222 $ 16,260 $ (1,915)
Net premiums earned
$ 12,479 $ 12,251 $ 32,520 $ 23,816
Other insurance (expense) revenue, net (16) 368 3 888
Net loss and LAE
(15,156) (17,426) (36,503) (22,017)
Commission and other acquisition expenses
(5,340) (5,398) (14,520) (12,811)
General and administrative expenses (1)
(2,877) (2,422) (9,925) (9,288)
Underwriting loss (2)
(10,910) (12,627) (28,425) (19,412)
Other general and administrative expenses (1)
(3,910) (4,069) (13,809) (15,383)
Net investment income
9,048 6,637 29,111 20,871
Net realized and unrealized investment gains (losses) 244 (1,572) 2,394 2,848
Foreign exchange and other gains (losses) 4,594 8,586 (843) 19,121
Interest and amortization expenses (4,814) (4,833) (13,411) (14,498)
Income tax benefit (expense) 31 91 253 (451)
Interest in income (loss) of equity method investments 2,190 (373) 6,942 (2,143)
Net loss (3,527) (8,160) (17,788) (9,047)
Gain from repurchase of preference shares — — — 28,233
Net (loss) income (attributable) available to Maiden common shareholders $ (3,527) $ (8,160) $ (17,788) $ 19,186
(1) Underwriting related general and administrative expenses is a non-GAAP measure. Please refer to "General and Administrative Expenses" below for additional information related to these corporate expenses and the reconciliation to those presented in our unaudited Condensed Consolidated Statements of Income.
(2) Underwriting loss is a non-GAAP measure and is calculated as net premiums earned plus other insurance revenue less net loss and LAE, commission and other acquisition expenses and general and administrative expenses directly related to underwriting activities.
(3) The Company no longer presents certain non-GAAP measures such as combined ratio and its related components in its results of operation, as it believes that as the run-off of its reinsurance portfolios progresses, such ratios are increasingly not meaningful and of less value to readers as they evaluate our financial results.
Net (loss) income (attributable) available to Maiden common shareholders
Net loss attributable to Maiden common shareholders for the three months ended September 30, 2023 was $3.5 million compared to net loss available to Maiden common shareholders of $8.2 million for the same respective period in 2022. The increase in our financial results for the third quarter of 2023 compared to the third quarter of 2022 was primarily due to:
• lower underwriting loss which was $10.9 million for the three months ended September 30, 2023 compared to an underwriting loss of $12.6 million in the same period in 2022 largely due to:
◦ adverse prior year loss development of $7.8 million in the third quarter of 2023 compared to adverse prior year loss development of $0.8 million during the same period in 2022; and
◦ on a current accident year basis, underwriting loss was $3.1 million for the three months ended September 30, 2023 compared to an underwriting loss of $11.8 million for the same period in 2022.
• higher total income from investment activities to $11.5 million for the three months ended September 30, 2023 compared to $4.7 million for the same period in 2022 which was comprised of:
◦ net investment income increased to $9.0 million for the three months ended September 30, 2023 compared to $6.6 million for the same period in 2022;
◦ realized and unrealized investment gains were $0.2 million for the three months ended September 30, 2023 compared to losses of $1.6 million for the same period in 2022; and
◦ interest in income of equity method investments of $2.2 million for the three months ended September 30, 2023 compared to an interest in loss of $0.4 million for the same period in 2022.
• corporate general and administrative expenses decreased to $3.9 million for the three months ended September 30, 2023 compared to $4.1 million for the same period in 2022.
• The increase in our quarterly financial results were partly offset by lower foreign exchange and other gains which decreased to $4.6 million for the three months ended September 30, 2023, compared to foreign exchange and other gains of $8.6 million for the same period in 2022.
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Net loss attributable to Maiden common shareholders for the nine months ended September 30, 2023 was $17.8 million compared to net income available to Maiden common shareholders of $19.2 million for the same period in 2022. Net income for the nine months ended September 30, 2022 included $28.2 million of gains from the repurchase of our preference shares.
Excluding the gain on the repurchase of our preference shares in 2022, our net loss for the nine months ended September 30, 2023 was $17.8 million compared to a net loss of $9.0 million for the same period in 2022. The net decrease in results for the nine months ended September 30, 2023 compared to the same period in 2022 was primarily due to:
• underwriting loss of $28.4 million for the nine months ended September 30, 2023 compared to an underwriting loss of $19.4 million for the same period in 2022 largely due to:
◦ adverse prior year loss development of $16.0 million for the nine months ended September 30, 2023 compared to favorable development of $5.5 million for the same period in 2022 primarily related to the quota share reinsurance agreements in the AmTrust Reinsurance segment;
◦ on a current accident year basis, an underwriting loss of $12.4 million for the nine months ended September 30, 2023 compared to an underwriting loss of $24.9 million for the same period in 2022 primarily due to results within the AmTrust Reinsurance segment as discussed below; and
◦ significantly higher than expected negative premium adjustments in the AmTrust Reinsurance segment related to adjustments for estimated surcharges on Workers' Compensation policies and inuring AmTrust reinsurance for certain programs in Specialty Risk and Extended Warranty cessions (collectively the "AmTrust Cession Adjustments" which are discussed in greater detail in the AmTrust Reinsurance segment), net of commission and loss adjustments, contributed an underwriting loss of $5.1 million to our reported results for the nine months ended September 30, 2022.
• foreign exchange and other losses of $0.8 million for the nine months ended September 30, 2023 compared to foreign exchange and other gains of $19.1 million for the same period in 2022.
The decrease in our year-to-date results were partly offset by the following favorable factors:
• higher total income from investment activities of $38.4 million for the nine months ended September 30, 2023 compared to $21.6 million for the same period in 2022 which was comprised of:
◦ net investment income increased to $29.1 million for the nine months ended September 30, 2023 compared to $20.9 million for the same period in 2022;
◦ realized and unrealized investment gains were $2.4 million for the nine months ended September 30, 2023 compared to realized and unrealized gains of $2.8 million for the same period in 2022; and
◦ interest in income of equity method investments was $6.9 million for the nine months ended September 30, 2023 compared to interest in loss of equity method investments of $2.1 million for the same period in 2022.
• corporate general and administrative expenses decreased to $13.8 million for the nine months ended September 30, 2023 compared to $15.4 million for the same period in 2022.
Net Premiums Written
The tables below compare net premiums written by our reportable segments, reconciled to the total consolidated net premiums written for the three and nine months ended September 30, 2023 and 2022:
For the Three Months Ended September 30, 2023 2022 Change in
($ in thousands) Total Total $
Diversified Reinsurance
$ 6,727 $ 6,027 $ 700
AmTrust Reinsurance 1,898 (805) 2,703
Total $ 8,625 $ 5,222 $ 3,403
For the Nine Months Ended September 30, 2023 2022 Change in
($ in thousands) Total Total $
Diversified Reinsurance
$ 20,152 $ 16,605 $ 3,547
AmTrust Reinsurance (3,892) (18,520) 14,628
Total $ 16,260 $ (1,915) $ 18,175
Net premiums written for the three and nine months ended September 30, 2023 increased to $8.6 million and $16.3 million, respectively, compared to net premiums written of $5.2 million and $(1.9) million for the same respective periods in 2022:
• Premiums written in the Diversified Reinsurance segment increased by $0.7 million and $3.5 million for the three and nine months ended September 30, 2023, respectively, compared to the same respective periods in 2022 due to growth in direct premiums for Credit Life programs written by Maiden LF and Maiden GF.
• Premiums written in the AmTrust Reinsurance segment increased by $2.7 million and $14.6 million for the three and nine months ended September 30, 2023 compared to the same respective periods in 2022. The significant negative
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written premiums in the prior year period are primarily related to $15.8 million of AmTrust Cession Adjustments for the nine months ended September 30, 2022.
Please refer to the analysis below of our Diversified Reinsurance and AmTrust Reinsurance segments for further details.
Net Premiums Earned
Net premiums earned increased by $0.2 million and $8.7 million for the three and nine months ended September 30, 2023, respectively, compared to the same respective periods in 2022.
The tables below compares net premiums earned by our reportable segments, reconciled to the total consolidated net premiums earned, for the three and nine months ended September 30, 2023 and 2022:
For the Three Months Ended September 30, 2023 2022 Change in
($ in thousands) Total Total $
Diversified Reinsurance
$ 7,207 $ 6,932 $ 275
AmTrust Quota Share Reinsurance
5,272 5,319 (47)
Total
$ 12,479 $ 12,251 $ 228
For the Nine Months Ended September 30, 2023 2022 Change in
($ in thousands) Total Total $
Diversified Reinsurance
$ 21,882 $ 20,012 $ 1,870
AmTrust Quota Share Reinsurance
10,638 3,804 6,834
Total
$ 32,520 $ 23,816 $ 8,704
Net premiums earned in the Diversified Reinsurance segment for the three and nine months ended September 30, 2023 increased by $0.3 million or 4.0% and $1.9 million or 9.3% compared to the same respective periods in 2022 mainly due to growth in Credit Life programs written by Maiden LF and Maiden GF. Please refer to the analysis of our Diversified Reinsurance segment for further discussion.
Net premiums earned in the AmTrust Reinsurance segment for the three and nine months ended September 30, 2023 decreased by $47.0 thousand and increased by $6.8 million compared to the same respective periods in 2022. The year-to-date movement is primarily due to significant negative earned premium adjustments made in the first quarter of 2022. Please refer to the analysis of our AmTrust Reinsurance segment for further discussion.
Other Insurance Revenue
All of our Other Insurance Revenue is produced by our Diversified Reinsurance segment. Please refer to the analysis below of our Diversified Reinsurance segment for further discussion.
Net Investment Income
Net investment income increased by $2.4 million or 36.3% and $8.2 million or 39.5% for the three and nine months ended September 30, 2023, respectively, compared to the same respective periods in 2022. Annualized average book yields increased to 4.3% and 4.1% for the three and nine months ended September 30, 2023, respectively, compared to 2.2% and 2.0% for the same respective periods in 2022 due to the following factors:
• 37.8% of our fixed income investments as of September 30, 2023 are floating rate investments which enabled these investments to respond to the higher interest rate environment more quickly;
• higher crediting interest rate on our funds withheld balance with AmTrust which increased to 3.5% in 2023 from 2.1% in 2022, on an average ending balances of $250.0 million and $317.1 million during the three and nine months ended September 30, 2023, respectively; and
• higher weighted average interest rate on our loan to related party of $168.0 million which increased to 7.3% and 6.9% for the three and nine months ended September 30, 2023, respectively, compared to 4.2% and 3.0% for the same respective periods in 2022.
Average aggregate fixed income assets at September 30, 2023 decreased by 40.6% compared to September 30, 2022 due to the continued run-off of reinsurance liabilities previously written on prospective risks, resulting in negative operating cash flows as we run-off our existing reinsurance liabilities primarily through the funds withheld receivable.
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The following table details our average aggregate fixed income assets (at cost) and annualized investment book yield for the three and nine months ended September 30, 2023 and 2022:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Average aggregate fixed income assets, at cost (1)
$ 750,448 $ 1,264,251 $ 842,212 $ 1,327,597
Annualized investment book yield 4.3 % 2.2 % 4.1 % 2.0 %
(1) Fixed income assets include available-for-sale ("AFS") securities, cash and restricted cash, funds withheld receivable, and loan to related party. These amounts are an average of the amounts disclosed in our quarterly U.S. GAAP consolidated financial statements.
Net Realized and Unrealized Investment Gains (Losses)
Net realized and unrealized investment gains of $0.2 million and $2.4 million were recognized for the three and nine months ended September 30, 2023, respectively, compared to net realized and unrealized investment losses of $1.6 million and gains of $2.8 million for the same respective periods in 2022. Total net realized and unrealized investment gains (losses) for the three and nine months ended September 30, 2023 and 2022 are summarized in the table below by investment category:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Net realized gains (losses):
Fixed income assets (1)
$ (301) $ 96 $ (1,087) $ 1,192
Other investments, including equity securities — 111 186 190
Total net realized (losses) gains (301) 207 (901) 1,382
Net unrealized gains:
Other investments, including equity securities 545 (1,779) 3,295 1,466
Total net unrealized gains (losses) 545 (1,779) 3,295 1,466
Total net realized and unrealized investment gains (losses) $ 244 $ (1,572) $ 2,394 $ 2,848
(1) Fixed income assets includes AFS securities as well as cash, restricted cash, funds withheld receivable, and loan to related party.
Interest in Income (Loss) of Equity Method Investments
The Company recognized interest in income of equity method investments of $2.2 million and $6.9 million for the three and nine months ended September 30, 2023, respectively, compared to an interest in the loss of equity method investments of $0.4 million and $2.1 million for the same respective periods in 2022. Equity method investments consist of real estate investments of $48.5 million and other investments of $30.9 million as of September 30, 2023. Interest in income (loss) of equity method investments for the three and nine months ended September 30, 2023 and 2022 is detailed by investment category in the following table:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Hedge fund investments $ — $ (1,437) $ 83 $ (4,981)
Real estate investments (170) (24) (573) (6)
Other investments 2,360 1,088 7,432 2,844
Interest in income (loss) of equity method investments $ 2,190 $ (373) $ 6,942 $ (2,143)
Net Loss and LAE
Net loss and LAE decreased by $2.3 million for the third quarter of 2023 compared to the same period in 2022 driven by a decline in current year losses. Net losses were impacted by net adverse prior year loss development of $7.8 million for the third quarter of 2023 compared to net adverse prior year loss development of $0.8 million for the same period in 2022. Excluding adverse development, the current year losses were $7.3 million for the third quarter of 2023 compared to $16.6 million for the third quarter of 2022.
Net loss and LAE increased by $14.5 million for the nine months ended September 30, 2023 compared to the same period in 2022 largely due to adverse prior year loss development in both reporting segments. Net losses were impacted by net adverse prior year loss development of $16.0 million for the nine months ended September 30, 2023 compared to favorable prior year reserve development of $5.5 million for the same period in 2022.
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The cessation of active reinsurance underwriting on prospective risks included the termination of the AmTrust Quota Share and European Hospital Liability Quota Share effective January 1, 2019. The segment net loss development is discussed in greater detail in the individual segment discussion and analysis and is primarily associated with run-off of unearned premium for terminated reinsurance contracts in the AmTrust Reinsurance and Diversified Reinsurance segments.
Commission and Other Acquisition Expenses
Commission and other acquisition expenses decreased by $0.1 million or 1.1% and increased by $1.7 million or 13.3% for the three and nine months ended September 30, 2023, respectively, compared to the same respective periods in 2022. The year-to-date movement was driven by lower earned premium adjustments in the AmTrust Reinsurance segment in 2023 compared to 2022 which resulted in a corresponding increase in commission costs and brokerage fees. Please see further discussion in the individual segment analysis below.
General and Administrative Expenses
General and administrative expenses include both segment and corporate expenses segregated for analytical purposes as a component of underwriting income. Total general and administrative expenses increased by $0.3 million, or 4.6% and decreased by $0.9 million or 3.8% for the three and nine months ended September 30, 2023, respectively, compared to the same respective periods in 2022. Corporate expenses decreased for the nine months ended September 30, 2023 largely due to lower stock-based incentive compensation costs which were $1.4 million compared to $2.5 million for the same period in 2022. General and administrative expenses for the three and nine months ended September 30, 2023 and 2022 were comprised of:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
General and administrative expenses – segments
$ 2,877 $ 2,422 $ 9,925 $ 9,288
General and administrative expenses – corporate
3,910 4,069 13,809 15,383
Total general and administrative expenses
$ 6,787 $ 6,491 $ 23,734 $ 24,671
Interest and Amortization Expenses
Total interest and amortization expenses related to outstanding senior notes issued by Maiden Holdings in 2016 and Maiden NA in 2013 ("Senior Notes") were $4.8 million and $13.5 million for the three and nine months ended September 30, 2023, respectively, compared to $4.8 million and $14.5 million for the same respective periods in 2022. This included interest expense incurred on the Senior Notes for the three and nine months ended September 30, 2023 and 2022 of $4.8 million and $14.3 million, respectively.
The issuance costs related to the Senior Notes were capitalized and are amortized over their effective life using the effective interest method of amortization. Due to a change in the amortization method for the 2013 Senior Notes in 2023, total amortization expenses were $37.0 thousand and $(0.9) million for the three and nine months ended September 30, 2023, respectively, compared to amortization expenses of $0.1 million and $0.2 million for the same respective periods in 2022.
During the nine months ended September 30, 2023, the Company realized a gain of $39.9 thousand due to the partial repurchase of the 2013 Senior Notes which was offset against total interest and amortization expenses as reported above.
Please refer to " Notes to Condensed Consolidated Financial Statements (unaudited) Note 7. Long Term Debt " for further details on the Senior Notes. The weighted average effective interest rate for the Senior Notes was 7.6% for the three and nine months ended September 30, 2023 and 2022, respectively.
Foreign Exchange and Other Gains (Losses)
Net foreign exchange and other gains of $4.6 million and losses of $0.8 million were realized during the three and nine months ended September 30, 2023, respectively, compared to net foreign exchange and other gains of $8.6 million and gains of $19.1 million for the same respective periods in 2022.
At September 30, 2023, net foreign exchange losses on a year-to-date basis were primarily driven by exposures to euro, British pound and other non-USD denominated net loss reserves and insurance related liabilities in excess of foreign currency assets. Our non-USD denominated liabilities at September 30, 2023 included net loss reserves of $276.3 million. Our foreign currency asset exposures at September 30, 2023 included $167.2 million of fixed maturity securities managed by our investment managers who have the discretion to hold foreign currency exposures as part of their total return strategy as well as $26.0 million of equity method real estate investments denominated in Canadian dollars.
Net foreign exchange gains of $4.6 million in the third quarter of 2023 were driven by modest strengthening of the U.S. dollar on the re-measurement of net loss reserves and insurance related liabilities denominated in British pound and euro during the period. Net foreign exchange losses of $0.1 million for the nine months ended September 30, 2023 were attributable to the weakening of the U.S. dollar on the re-measurement of net loss reserves and insurance related liabilities denominated in British pound and euro since the start of the year.
Net foreign exchange gains of $8.6 million and $20.5 million during the three and nine months ended September 30, 2022, respectively, were attributable to the strengthening of the U.S. dollar on the re-measurement of net loss reserves and insurance related liabilities denominated in British pound and euro.
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Underwriting Results by Reportable Segment
Diversified Reinsurance Segment
The underwriting results for our Diversified Reinsurance segment for the three and nine months ended September 30, 2023 and 2022 were as follows:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Gross premiums written
$ 6,762 $ 6,185 $ 20,263 $ 17,069
Net premiums written
$ 6,727 $ 6,027 $ 20,152 $ 16,605
Net premiums earned
$ 7,207 $ 6,932 $ 21,882 $ 20,012
Other insurance (expense) revenue, net (16) 368 3 888
Net loss and LAE
(4,142) (1,965) (11,126) (2,945)
Commission and other acquisition expenses
(3,374) (3,394) (10,544) (10,684)
General and administrative expenses
(2,216) (1,901) (7,863) (7,007)
Underwriting (loss) income $ (2,541) $ 40 $ (7,648) $ 264
Underwriting (loss) income by business unit is detailed in the table below for the Diversified Reinsurance segment for the three and nine months ended September 30, 2023 and 2022, respectively:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
International $ (2,015) $ (202) $ (4,040) $ 246
GLS (737) 254 (2,948) 212
Other run-off lines 211 (12) (660) (194)
Underwriting (loss) income $ (2,541) $ 40 $ (7,648) $ 264
Underwriting results in the Diversified Reinsurance segment decreased significantly for the three and nine months ended September 30, 2023 compared to the same respective periods in 2022 primarily due to underwriting losses in GLS and International driven by higher GLS operating costs during the three and nine months ended September 30, 2023 and adverse development on International business and other runoff lines as discussed further below under the net losses and LAE section.
Premiums — The growth in written and earned premium was the result of new Credit Life programs written by Maiden LF and Maiden GF in the three and nine months ended September 30, 2023.
Gross premiums written increased by $0.6 million or 9.3% and increased by $3.2 million or 18.7% for the three and nine months ended September 30, 2023, respectively, compared to the same respective periods in 2022.
Net premiums written increased by $0.7 million or 11.6% and increased by $3.5 million or 21.4% during the three and nine months ended September 30, 2023, compared to the same respective periods in 2022.
Net premiums earned increased by $0.3 million or 4.0% and increased by $1.9 million or 9.3% during the three and nine months ended September 30, 2023, respectively, compared to the same respective periods in 2022.
Other Insurance (Expense) Revenue, Net — Other insurance (expense) revenue, net includes fee related income generated from our GLS business, fair value changes in underwriting-related derivatives related to certain coverages on retroactive reinsurance contracts written by GLS, and fee income derived from our IIS business not directly associated with premium revenue assumed by the Company as specified in the table below.
Total other insurance (expense) revenue, net decreased by $0.4 million and $0.9 million for the three and nine months ended September 30, 2023, respectively, compared to the same respective periods in 2022 primarily due to fair value changes in non-hedged underwriting-related derivatives on GLS contracts.
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The tables below show other insurance revenue by source for the three and nine months ended September 30, 2023 and 2022:
For the Three Months Ended September 30, 2023 2022 Change
($ in thousands)
International $ 3 $ 24 $ (21)
Changes in fair value of non-hedged underwriting-related derivatives — 306 (306)
Other service fee income (19) 38 (57)
Total other insurance (expense) revenue, net $ (16) $ 368 $ (384)
For the Nine Months Ended September 30, 2023 2022 Change
($ in thousands)
International $ 100 $ 44 $ 56
Changes in fair value of non-hedged underwriting-related derivatives (230) 699 (929)
Other service fee income 133 145 (12)
Total other insurance revenue, net $ 3 $ 888 $ (885)
Net Loss and LAE — Net loss and LAE increased by $2.2 million and $8.2 million for the three and nine months ended September 30, 2023, respectively, compared to the same respective periods in 2022 primarily due to new premium growth in Credit Life programs written by Maiden LF and Maiden GF as well as adverse prior year loss development experienced in International and other run-off lines .
The net loss and LAE was impacted by net adverse prior year loss development of $1.9 million and $3.9 million for the three and nine months ended September 30, 2023 , respectively, compared to favorable prior year development of $0.6 million and $2.0 million for the same respective periods in 2022.
The net adverse loss development for the three and nine months ended September 30, 2023 was primarily from a German auto program in run-off, along with development in European Capital Solutions and other runoff business lines. It also included the recognition of expected credit losses on reinsurance recoverable on unpaid losses for the nine months ended September 30, 2023.
The net favorable loss development for the three and nine months ended September 30, 2022 was driven by German Auto Programs and GLS partly offset by adverse development in European Capital Solutions.
Commission and Other Acquisition Expenses — Commission and other acquisition expenses decreased by 0.6% and 1.3% for the three and nine months ended September 30, 2023, respectively, compared to the same respective periods in 2022.
General and Administrative Expenses — General and administrative expenses increased by $0.3 million or 16.6% and increased by $0.9 million or 12.2% for the three and nine months ended September 30, 2023, respectively, compared to the same respective periods in 2022.
AmTrust Reinsurance Segment
The AmTrust Reinsurance segment reported an underwriting loss of $8.4 million and $20.8 million during the three and nine months ended September 30, 2023, respectively, compared to an underwriting loss of $12.7 million and $19.7 million for the same respective periods in 2022. The underwriting results for the AmTrust Reinsurance segment for the three and nine months ended September 30, 2023 and 2022 were as follows:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Gross premiums written
$ 1,898 $ (805) $ (3,892) $ (18,520)
Net premiums written
$ 1,898 $ (805) $ (3,892) $ (18,520)
Net premiums earned
$ 5,272 $ 5,319 $ 10,638 $ 3,804
Net loss and LAE
(11,014) (15,461) (25,377) (19,072)
Commission and other acquisition expenses
(1,966) (2,004) (3,976) (2,127)
General and administrative expenses
(661) (521) (2,062) (2,281)
Underwriting loss $ (8,369) $ (12,667) $ (20,777) $ (19,676)
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Premiums — The tables below show net premiums written by category for the three and nine months ended September 30, 2023 and 2022, respectively:
For the Three Months Ended September 30, 2023 2022 Change in
($ in thousands) Total Total $
Net Premiums Written
Small Commercial Business
$ (160) $ (636) $ 476
Specialty Program
— (43) 43
Specialty Risk and Extended Warranty
2,058 (126) 2,184
Total AmTrust Reinsurance
$ 1,898 $ (805) $ 2,703
For the Nine Months Ended September 30, 2023 2022 Change in
($ in thousands) Total Total $
Net Premiums Written
Small Commercial Business
$ (318) $ (15,007) $ 14,689
Specialty Program
157 732 (575)
Specialty Risk and Extended Warranty
(3,731) (4,245) 514
Total AmTrust Reinsurance
$ (3,892) $ (18,520) $ 14,628
The negative premiums for the nine months ended September 30, 2023 and September 30, 2022 reflect the termination of the AmTrust Quota Share and the European Hospital Liability Quota Share as of January 1, 2019 which has resulted in no new business written under these contracts since 2018.
The negative gross and net premiums written for the nine months ended September 30, 2023 reflect cession adjustments of $6.1 million due to the cancellation of cases in a certain program within Specialty Risk and Extended Warranty.
The negative gross and net premiums written for the nine months ended September 30, 2022 reflect the AmTrust Cession Adjustments which consist of higher than expected adjustments related to the following items:
• $11.0 million of premium reductions on Workers Compensation policy surcharges in Small Commercial Business subsequent to the termination of the AmTrust Quota Share; and
• $4.8 million of premium reductions to AmTrust's inuring reinsurance for certain programs in Specialty Risk and Extended Warranty which reduced the amount of premium ceded to Maiden.
Net premiums earned decreased by $47.0 thousand and increased by $6.8 million for the three and nine months ended September 30, 2023, respectively, compared to the same respective periods in 2022. The year-to-date movement was primarily driven by lower negative premium adjustments during 2023 compared to significantly higher AmTrust Cession Adjustments made in 2022, largely due to negative premiums earned in Small Commercial Business policies.
The tables below provide detail on net premiums earned in the three and nine months ended September 30, 2023 and 2022:
For the Three Months Ended September 30, 2023 2022 Change in
($ in thousands) Total Total $
Net Premiums Earned
Small Commercial Business
$ (160) $ (636) $ 476
Specialty Program
— (43) 43
Specialty Risk and Extended Warranty
5,432 5,998 (566)
Total AmTrust Reinsurance
$ 5,272 $ 5,319 $ (47)
For the Nine Months Ended September 30, 2023 2022 Change in
($ in thousands) Total Total $
Net Premiums Earned
Small Commercial Business
$ (318) $ (14,995) $ 14,677
Specialty Program
157 733 (576)
Specialty Risk and Extended Warranty
10,799 18,066 (7,267)
Total AmTrust Reinsurance
$ 10,638 $ 3,804 $ 6,834
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Net Loss and LAE — Net loss and LAE decreased by $4.4 million and increased by $6.3 million for the three and nine months ended September 30, 2023, respectively, compared to the same respective periods in 2022 driven by a decline in current year losses offset by higher adverse prior year loss development under the AmTrust Quota Share for the nine months ended September 30, 2023.
The table below shows prior year loss development for the AmTrust Reinsurance segment for the three and nine months ended September 30, 2023 and 2022:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2023 2022 2023 2022
Prior Year Loss Development adverse (favorable) ($ in thousands)
AmTrust Quota Share $ (22) $ (4,572) $ 6,414 $ (9,514)
AmTrust other runoff (20) — (360) —
European Hospital Liability Quota Share 6,012 5,996 5,992 5,996
Total AmTrust Reinsurance Prior Year Development $ 5,970 $ 1,424 $ 12,046 $ (3,518)
Net adverse prior year loss development was $6.0 million and $12.0 million during the three and nine months ended September 30, 2023, respectively compared to net adverse development of $1.4 million and favorable development of $3.5 million for the same respective periods in 2022. Net adverse prior year loss development for the three and nine months ended September 30, 2023 was primarily due to European Hospital Liability for the three months ended September 30, 2023, and European Hospital Liability and the AmTrust Quota Share (General Liability and Commercial Auto Liability partly offset by continued favorable development in Workers Compensation) for the nine months ended September 30, 2023. Net adverse loss development on European Hospital Liability was primarily driven by emergence of loss data during 2023 on underwriting years 2011 to 2016.
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 $3.7 million (€3.4 million) 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 in the AmTrust Quota Share.
The net favorable prior year loss development for the nine months ended September 30, 2022 included $5.3 million 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 AmTrust Cession Adjustments, there was adverse development of $1.8 million 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 $3.7 million (€3.4 million for commutation of French Hospital Liability policies as described in "Note 10. Related Party Transactions" ; partly offset by favorable runoff of Workers Compensation business.
Commission and Other Acquisition Expenses — Commission and other acquisition expenses decreased by $38.0 thousand and increased by $1.8 million for the three and nine months ended September 30, 2023, respectively, compared to the same respective periods in 2022. The year-to-date movement was driven by lower negative earned premium adjustments in 2023 compared to significant AmTrust Cession Adjustments made last year, which resulted in negative premiums earned in Small Commercial Business policies and a corresponding reduction in commission costs and brokerage fees in 2022 .
General and Administrative Expenses — General and administrative expenses increased by $0.1 million and decreased by $0.2 million for the three and nine months ended September 30, 2023, respectively, compared to the same respective periods in 2022.
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Liquidity and Capital Resources
Liquidity
Maiden Holdings is a holding company and transacts no business of its own. We therefore rely on cash flows in the form of dividends, advances, loans and other permitted distributions from our subsidiary companies to pay expenses and make dividend payments on our common shares. The jurisdictions in which our operating subsidiaries are licensed to write business impose regulations requiring companies to maintain or meet statutory solvency and liquidity requirements and also place restrictions on the declaration and payment of dividends and other distributions.
As of September 30, 2023, the Company had investable assets of $976.4 million compared to $1.24 billion as of December 31, 2022. Investable assets include the combined total of our investments, cash and restricted cash including cash equivalents, loan to a related party and funds withheld receivable. Our investable assets decreased by $266.6 million during the nine months ended September 30, 2023 due to the continued run-off of our reinsurance portfolio liabilities, which results in negative operating cash flows as claim payments are settled primarily from the funds withheld receivable, which decreased by $211.8 million in the nine months ended September 30, 2023.
The regulatory and liquidity requirements of the Company's operating segments are discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations" section included under Item 7 of our Annual Report on Form 10- K for the year ended December 31, 2022, that was filed with the SEC on March 15, 2023.
Maiden Reinsurance re-domesticated from Bermuda to Vermont on March 16, 2020. We continue to be actively engaged with the Vermont Department of Financial Regulation ("Vermont DFR") regarding Maiden Reinsurance's longer term business plan, including its investment policy, changes to which require prior regulatory approval as stipulated by Vermont law or the Vermont DFR for any active underwriting, capital management or other strategic initiatives. Maiden Reinsurance has received all necessary approvals required to date by the Vermont DFR, including its activities via GLS and its investment policy which includes: 1) the expansion of approved asset classes for investment reflecting not only Maiden Reinsurance’s solvency position but the material reduction in required capital necessary to operate its business; and 2) the purchase of affiliated securities as demonstrated in previous preference share tender offers and the recently completed Exchange. The Investment Policy, as approved and as amended, maintains our established investment management and governance practices.
In 2022 and 2023, the Vermont DFR approved an annual dividend program to be paid by Maiden Reinsurance to Maiden NA, with notification to the Vermont DFR as dividends are paid. Subsequent to that approval, Maiden Reinsurance paid $37.5 million in dividends to Maiden NA with $6.25 million paid to Maiden NA on a quarterly basis since approval was granted.
We may experience continued volatility in our results of operations which could negatively impact our financial condition and create a reduction in the amount of available distribution or dividend capacity from our regulated reinsurance subsidiaries, which would also reduce liquidity. Further, we and our insurance subsidiaries may need additional capital to maintain compliance with regulatory capital requirements and/or be required to post additional collateral under existing reinsurance arrangements, which could reduce our liquidity.
Operating, investing and financing cash flows
Our sources of funds historically have consisted of premium receipts net of commissions and brokerage, investment income, net proceeds from capital raising activities, and proceeds from sales, maturities, pay downs and redemption of investments. Cash is currently used primarily to pay loss and LAE, ceded reinsurance premium, general and administrative expenses, and interest expense, with the remainder in excess of our operating requirements made available to our investment managers for investment in accordance with our investment policy as well as for capital management such as repurchasing our shares.
Our business has undergone significant changes since 2018. As previously noted, we engaged in a series of transactions that have materially reduced our balance sheet risk and transformed our operations. As a result of these transactions, we are not presently engaged in any active underwriting of new prospective reinsurance business thus our net premiums written will continue to be materially lower and investment income will become a significantly larger portion of our total revenues. We are writing new retroactive risks through GLS, however this will be smaller in relation to the run-off of our prior reinsurance business. Despite the initial inflow of new business from GLS, the run-off of our prior reinsurance business has continued to cause significant negative operating cash flows as we run off the AmTrust Reinsurance segment reserves as shown in the cash flows table below.
We continue to expect a trend of negative overall cash flows to continue to reduce our asset base going forward through the remainder of 2023 and beyond.
We expect to use funds from cash and investment portfolios, collected premiums on reinsurance contracts in force or being run-off, investment income and proceeds from investment sales and redemptions to meet our expected claims payments and operational expenses. Claim payments will be principally from the run-off of existing reserves for loss and LAE. A significant portion of those liabilities are collateralized and claim payments will be funded by using this collateral which should provide sufficient funding to fulfill those obligations.
The Company’s management believes our current sources of liquidity are adequate to meet cash requirements for the next twelve months as we generally expect negative operating cash flows to be sufficiently offset by positive investing cash flows. While we continue to expect our cash flows to be sufficient to meet our cash requirements and to operate our business, our ability to execute our asset and capital management initiatives are dependent on maintaining adequate levels of unrestricted liquidity and cash flows. Our expanded asset management strategy can be impacted by both investment specific and broader financial market conditions and may not produce the expected liquidity and cash flows these investments are designed to achieve, or the timing thereof may also be impacted by those factors.
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At September 30, 2023, unrestricted cash, cash equivalents and fixed maturity investments were $69.2 million compared to $64.3 million held at December 31, 2022, an increase of $4.9 million during the nine months ended September 30, 2023. This was primarily driven by $44.0 million of collateral released by AmTrust, partly offset by $14.3 million for interest payments on the Senior Notes, $9.5 million of net purchases for alternative investments including equity method investments, $1.9 million for common share repurchases made under the Company's authorized repurchase plan and employee tax obligations on vesting of restricted shares, as well as payments for general operating expenses.
Please see the related discussion on investing and financing cash flows below. The table below summarizes our operating, investing and financing cash flows for the nine months ended September 30, 2023 and 2022:
For the Nine Months Ended September 30, 2023 2022
($ in thousands)
Operating activities
$ (65,997) $ (99,833)
Investing activities
51,137 119,379
Financing activities (1,971) (10,983)
Effect of exchange rate changes on foreign currency cash
(263) (2,152)
Total (decrease) increase in cash, restricted cash and cash equivalents $ (17,094) $ 6,411
Cash Flows used in Operating Activities
Cash flows used in operating activities for the nine months ended September 30, 2023 was $66.0 million compared to cash flows used in operating activities of $99.8 million for the nine months ended September 30, 2022, a decrease of $33.8 million primarily due to the settlement of claim payments to AmTrust using the funds withheld receivable in the current year period whereas cash was primarily used in the prior year period.
Cash Flows provided by Investing Activities
Cash flows provided by investing activities consist primarily of proceeds from the sales and maturities of investments net of payments for investments acquired. Net cash provided by investing activities was $51.1 million for the nine months ended September 30, 2023 compared to $119.4 million for the same period in 2022.
For the nine months ended September 30, 2023, the proceeds from the sales, maturities and calls exceeded the purchases of fixed maturity securities by $60.7 million compared to net proceeds of $153.6 million for the same respective period in 2022 as the size of the fixed income investment portfolio continues to decrease as claims payments are made for the runoff of existing loss reserves for the terminated AmTrust Quota Share and the European Hospital Liability Quota Share contracts.
Cash flows provided by investing activities included net purchases of $9.5 million for alternative investments including equity method investments during the nine months ended September 30, 2023 compared to net purchases of $34.2 million for the same respective period in 2022.
Cash Flows used in Financing Activities
Cash flows used in financing activities were $2.0 million for the nine months ended September 30, 2023 compared to $11.0 million for the same respective period in 2022. During the nine months ended September 30, 2023, the Company repurchased 820,105 common shares at an average price per share of $1.93 for a total cost of $1.6 million under the Company's authorized common share repurchase plan. During the nine months ended September 30, 2022, the Company repurchased 1,581,509 preference shares at an average price per share of $6.31 for an aggregate total consideration of $10.0 million pursuant to the 2021 Preference Share Repurchase Program.
No dividends on common shares were paid during the nine months ended September 30, 2023 and 2022. Our Board of Directors have not declared any common share dividends since the third quarter of 2018.
Restrictions, Collateral and Specific Requirements
The Company's restrictions, collateral and specific requirements are discussed in " Management's Discussion and Analysis of Financial Condition and Results of Operations " section included under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022, that was filed with the SEC on March 15, 2023.
At September 30, 2023 and December 31, 2022, restricted cash and cash equivalents and fixed maturity investments used as collateral were $218.4 million and $296.8 million, respectively. This collateral represents 75.9% and 82.2% of the fair value of total fixed maturity investments, cash, restricted cash and equivalents at September 30, 2023 and December 31, 2022, respectively.
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Cash and Investments
Historically, the investment of our funds had generally been designed to ensure safety of principal while generating current income. Accordingly, the majority of our funds had been invested in liquid, investment-grade fixed income securities which are all designated as AFS at September 30, 2023.
As our insurance liabilities continue to run-off and the required capital to operate our business for regulatory purposes decreases, we have modified Maiden Reinsurance’s investment policy which has been approved by the Vermont DFR. Under this modified investment policy, we have expanded the range of asset classes we invest in to enhance the income and total returns our investment portfolio produces. We categorize these investments as alternative investments which include " Other Investments ", "Equity Securities" , and "Equity Method Investments" on our Condensed Consolidated Balance Sheets. As of September 30, 2023 and December 31, 2022, our cash and investments consisted of:
September 30, 2023 December 31, 2022
($ in thousands)
Fixed maturities, available-for-sale, at fair value $ 258,106 $ 314,527
Equity securities, at fair value 45,647 43,621
Equity method investments 79,400 80,159
Other investments 166,222 148,753
Total investments 549,375 587,060
Cash and cash equivalents 17,930 30,986
Restricted cash and cash equivalents 11,600 15,638
Total Investments and Cash and Cash Equivalents $ 578,905 $ 633,684
In addition to the discussion on Cash and Cash Equivalents and Fixed Maturities that follows herein, please see the " Notes to Condensed Consolidated Financial Statements (unaudited) Note 4. Investments " included under Part I Item 1 " Financial Information" of this Form 10-Q for further discussion on our AFS fixed income securities.
Under this revised investment policy, we have increased the amount of alternative investments held, and we expect to continue to increase the amounts invested therein. Under our investment policy, alternative investments could include, but are not limited to, privately held investments, private equities, private credit lending funds, fixed-income funds, hedge funds, equity funds, real estate (including joint ventures and limited partnerships) and other non-fixed-income investments.
For further details on our alternative investments, in addition to the discussion of the investments herein, please see " Notes to Condensed Consolidated Financial Statements (unaudited) Note 4(b). Other Investments, Equity Securities and Equity Method Investments" included under Part I Item 1 " Financial Information " of this Form 10-Q.
Our investment performance is subject to a variety of risks, including risks related to general economic conditions, market volatility, interest rate fluctuations, foreign exchange risk, liquidity risk and credit and default risk. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. An increase in interest rates could result in significant losses, realized or unrealized, in the value of our investment portfolio. A portion of our portfolio consists of alternative investments that subject us to restrictions on redemption, which may limit our ability to withdraw funds for some period of time after the initial investment. The values of, and returns on, such investments may also be more volatile.
We believe our other investments, equity securities and equity method investments portfolio provides diversification against our fixed-income investments and an opportunity for improved risk-adjusted return, however, the returns of these investments may be more volatile and we may experience significant unrealized gains or losses in any particular quarter or year. While we believe the returns produced by these investments will exceed our cost of capital, in particular our cost of debt capital, it is too soon to determine if the actual returns will achieve this objective and it may be an extended period of time before that determination can be made.
We may utilize and pay fees to various companies to provide investment advisory and/or management services related to these investments. These fees, which would be predominantly based upon the amount of assets under management, would be included in net investment income. In addition, costs associated with evaluating, analyzing and monitoring these investments may require additional expenditures than traditional marketable securities.
The substantial majority of our current and future investments are held by Maiden Reinsurance, whose investment policy was approved by the Vermont DFR. Prior to the Exchange, the Company cumulatively invested $176.4 million in preference shares of Maiden Holdings which have since been extinguished and exchanged for 41,439,348 common shares of the Company pursuant to the Exchange. As a result of the Exchange, there are no preference shares outstanding. Treasury shares include 42,259,453 common shares owned by Maiden Reinsurance consisting of 41,439,348 shares issued as part of the Exchange and 820,105 shares directly purchased on the open market by Maiden Reinsurance under the Company's authorized repurchase plan. The market value of our common shares held by Maiden Reinsurance due to the Exchange and common share repurchases was $74.4 million at September 30, 2023.
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Cash & Cash Equivalents
At September 30, 2023, we consider the levels of cash and cash equivalents held to be within our targeted ranges. During periods when interest rates experience greater volatility, we have periodically maintained more cash and cash equivalents to better assess current market conditions and opportunities within our defined risk appetite, and may do so in future periods.
Fixed Maturity Investments
The average yield and average duration of our fixed maturities, by asset class, and our cash and cash equivalents (restricted and unrestricted) are as follows at September 30, 2023 and December 31, 2022, respectively:
September 30, 2023 Original or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Average yield (1)
Average duration (2)
($ in thousands)
U.S. treasury bonds
$ 47,633 $ 2 $ (23) $ 47,612 4.5 % 0.0
U.S. agency bonds – mortgage-backed
36,009 — (5,602) 30,407 4.3 % 5.9
Collateralized mortgage-backed securities 6,199 — (360) 5,839 6.0 % 4.5
Non-U.S. government bonds 14,551 — (729) 13,822 0.8 % 1.8
Collateralized loan obligations 89,346 — (2,374) 86,972 4.9 % 0.2
Corporate bonds
77,162 — (3,708) 73,454 1.5 % 1.8
Total fixed maturities 270,900 2 (12,796) 258,106 3.6 % 1.6
Cash and cash equivalents
29,530 — — 29,530 0.6 % 0.0
Total
$ 300,430 $ 2 $ (12,796) $ 287,636 3.3 % 1.4
December 31, 2022 Original or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Average yield (1)
Average duration (2)
($ in thousands)
U.S. treasury bonds
$ 55,647 $ 1 $ (116) $ 55,532 4.0 % 0.7
U.S. agency bonds – mortgage-backed
38,767 — (4,402) 34,365 2.7 % 4.7
Collateralized mortgage-backed securities 7,199 — (432) 6,767 5.3 % 2.7
Non-U.S. government bonds 12,643 — (825) 11,818 0.3 % 2.8
Collateralized loan obligations 119,120 — (5,028) 114,092 3.1 % 0.3
Corporate bonds
97,063 — (5,110) 91,953 1.5 % 2.1
Total fixed maturities 330,439 1 (15,913) 314,527 2.7 % 1.5
Cash and cash equivalents
46,624 — — 46,624 1.2 % 0.0
Total
$ 377,063 $ 1 $ (15,913) $ 361,151 2.5 % 1.3
(1) Average yield is calculated by dividing annualized investment income for each sub-component of fixed maturity securities and cash and cash equivalents (including amortization of premium or discount) by amortized cost.
(2) Average duration in years.
During the nine months ended September 30, 2023, the yield on the 10-year U.S. Treasury bond increased by 71 basis points to 4.59%. The 10-year U.S. Treasury rate is the key risk-free determinant in the fair value of many of the fixed maturity securities in our portfolio. The longer end of the U.S. Treasury yield curve shifted upward during the three months ended September 30, 2023, reflecting continuing concerns of the U.S. Federal Reserve and financial markets about reduced but continuing elevated inflation levels and the ongoing strength of the U.S. economy despite significant interest rate increases implemented since 2022. Central banks globally continue to respond in similar fashion and suggest additional interest rate increases remain possible; however, the significant majority of rate increases by central banks have largely impacted the short end of the yield curve and despite the movement in 10-year U.S. Treasury yields during the third quarter of 2023, the U.S. Treasury yield curve remains inverted as of September 30, 2023.
The change in the market values of our fixed maturity portfolio during the nine months ended September 30, 2023 generated net unrealized gains of $3.1 million which increased our book value per common share by $0.03 during the period. Current outlooks for global monetary policy indicate that quantitative tightening by central banks in the U.S. and globally are likely to moderate in the near term, although expectations remain that central banks will maintain a bias toward further tightening for the foreseeable future. Our investment portfolios, in particular our fixed maturity portfolio, may be adversely impacted by unfavorable market conditions caused by these measures, which could cause continued volatility in our results of operations and negatively impact our financial condition.
Interest rate risk is the price sensitivity of a security to changes in interest rates. Credit spread risk is the price sensitivity of a security to changes in credit spreads. As noted, the fair value of our fixed maturity investments will fluctuate with changes in interest rates and credit spreads. We attempt to maintain adequate liquidity in our fixed maturity investments portfolio with a
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strategy designed to emphasize the preservation of our invested assets and provide sufficient liquidity for the prompt payment of claims and contract liabilities. Because we collateralize a significant portion of our insurance liabilities, unanticipated or large increases in interest rates could require us to utilize significant amounts of unrestricted cash and fixed maturity securities to provide additional collateral, which could impact our asset and capital management strategy described herein.
We also monitor the duration and structure of our investment portfolio as discussed below. As of September 30, 2023, the aggregate hypothetical change in fair value from an immediate 100 basis points increase in interest rates, assuming credit spreads remain constant, in our fixed maturity investments portfolio would decrease the fair value of that portfolio by $6.4 million. Actual shifts in interest rates may not change by the same magnitude across the maturity spectrum or on an individual security and, as a result, the impact on the fair value of our fixed maturity securities may be materially different from the resulting change in value described above.
To limit our exposure to unexpected interest rate increases which would reduce the value of our fixed income securities and reduce our shareholders' equity, we attempt to maintain the duration of our fixed maturity investment portfolio combined with our cash and cash equivalents, both restricted and unrestricted, within a reasonable range of the duration of our loss reserves. At September 30, 2023 and December 31, 2022, these respective durations in years were as follows:
September 30, 2023 December 31, 2022
Fixed maturities and cash and cash equivalents
1.4 1.3
Reserve for loss and LAE - gross of LPT/ADC Agreement reserves 5.8 5.3
Reserve for loss and LAE - net of LPT/ADC Agreement reserves 1.4 1.1
During the nine months ended September 30, 2023, the weighted average duration of our fixed maturity investment portfolio slightly increased to 1.4 years while the duration for the gross reserve for loss and LAE increased to 5.8 years. The differential in duration between these assets and liabilities may fluctuate over time and in the case of fixed maturities, historically has been affected by factors such as market conditions, changes in asset mix and prepayment speeds in the case of both our U.S. agency mortgage-backed securities ("Agency MBS") and commercial mortgage-backed securities. At September 30, 2023, the duration of our loss reserves net of the LPT/ADC Agreement was in line with the duration of our fixed maturity investment portfolio.
To limit our exposure to unexpected interest rate increases that could reduce the value of our fixed maturity securities and reduce our shareholders' equity, the Company holds floating rate securities whose fair values are less sensitive to interest rates. At September 30, 2023 and December 31, 2022, 37.8% and 29.6%, respectively, of our fixed income investments were comprised of floating rate securities which are detailed in the table below:
September 30, 2023 December 31, 2022
($ in thousands) Fair Value % of Total Fair Value % of Total
Floating rate securities
Collateralized loan obligations $ 86,972 12.7 % $ 114,092 11.8 %
Collateralized mortgage-backed securities 3,894 0.6 % 4,773 0.5 %
Total floating rate AFS fixed maturities at fair value 90,866 13.3 % 118,865 12.3 %
Loan to related party 167,975 24.5 % 167,975 17.3 %
Total floating rate securities $ 258,841 37.8 % $ 286,840 29.6 %
Total fixed income investments at fair value (1)
$ 685,179 $ 970,538
(1) Total fixed income investments at fair value include AFS fixed maturities, cash and restricted cash, funds withheld receivable, and loan to related party.
At September 30, 2023 and December 31, 2022, 100.0% of the Company’s U.S. agency bond holdings are mortgage-backed. Total U.S. agency MBS comprise 11.8% of our fixed maturity investment portfolio at September 30, 2023. Given their relative size to our total investments, if faster prepayment patterns were to occur over an extended period of time, this could potentially limit the growth in our investment income in certain circumstances or reduce the total amount of investment income we earn. Additional details on our U.S. Agency MBS holdings at September 30, 2023 and December 31, 2022 were as follows:
September 30, 2023 December 31, 2022
($ in thousands) Fair Value % of Total Fair Value % of Total
FNMA – fixed rate $ 16,577 54.5 % $ 18,750 54.6 %
FHLMC – fixed rate 11,457 37.7 % 13,034 37.9 %
GNMA – variable rate 2,373 7.8 % 2,581 7.5 %
Total U.S. Agency MBS $ 30,407 100.0 % $ 34,365 100.0 %
At September 30, 2023 and December 31, 2022, 98.1% and 98.5%, respectively, of our fixed maturity investments consisted of investment grade securities. We define a security as being below investment grade if it has an S&P credit rating of BB+ or equivalent, or less. Please see " Part I, Item 1 - Notes to Condensed Consolidated Financial Statements (unaudited) Note 4. Investments " for additional information on the credit rating of our fixed income investment portfolio.
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The security holdings by sector and financial strength rating of our corporate bond holdings at September 30, 2023 and December 31, 2022 were as follows:
Ratings (1)
September 30, 2023 AAA A+, A, A- BBB+, BBB, BBB- BB+ or lower Fair Value % of Corporate bonds portfolio
Corporate bonds
($ in thousands)
Basic Materials
— % — % 6.7 % — % $ 4,947 6.7 %
Communications
— % 7.1 % 6.5 % — % 9,977 13.6 %
Consumer
— % 14.2 % 34.4 % — % 35,701 48.6 %
Energy
— % 1.1 % 2.3 % — % 2,518 3.4 %
Financial Institutions
2.0 % 18.3 % 0.5 % 6.9 % 20,311 27.7 %
Total
2.0 % 40.7 % 50.4 % 6.9 % $ 73,454 100.0 %
Ratings (1)
December 31, 2022 AAA A+, A, A- BBB+, BBB, BBB- BB+ or lower Fair Value % of Corporate bonds portfolio
Corporate bonds
($ in thousands)
Basic Materials
— % — % 5.3 % — % $ 4,912 5.3 %
Communications
— % 5.7 % 5.2 % — % 10,004 10.9 %
Consumer
— % 6.3 % 39.1 % — % 41,767 45.4 %
Energy
— % 0.9 % 7.7 % — % 7,860 8.6 %
Financial Institutions
1.6 % 20.3 % 0.4 % 5.2 % 25,272 27.5 %
Industrials
— % 2.3 % — % — % 2,138 2.3 %
Total
1.6 % 35.5 % 57.7 % 5.2 % $ 91,953 100.0 %
(1) Ratings as assigned by S&P, or equivalent
The table below includes the Company’s ten largest corporate holdings at fair value and as a percentage of all fixed income securities held as at September 30, 2023. The Company's ten largest corporate holdings are 100.0% euro denominated, with 55.6% in the Consumer Sector and 26.1% in the Financial Institutions sector.
September 30, 2023 Fair Value % of Holdings Rating (1)
($ in thousands)
Anheuser-Busch INBEV SA, 2.875%, Due 9/25/2024 $ 10,462 4.0 % A-
Chubb Ina Holdings Inc., 1.55%, Due 3/15/2028 6,160 2.4 % A
Kraft Heinz Foods Co., 1.5%, Due 5/24/2024 6,077 2.4 % BBB
America Movil SAB DE CV, 1.5%, Due 3/10/2024 5,222 2.0 % A-
Molson Coors Beverage Co., 1.25%, Due 7/15/2024 5,162 2.0 % BBB-
Utah Acquisition Sub Inc., 2.25%, Due 11/22/2024 5,157 2.0 % BBB-
FBD Insurance PLC, 5.0%, Due 10/9/2028 5,022 1.9 % NA
PPG Industries Inc., 0.875%, Due 11/3/2025 4,947 1.9 % BBB+
Kellanova, 1.25%, Due 3/10/2025 4,064 1.6 % BBB
BNP Paribas SA, 1.25%, Due 3/19/2025 3,329 1.3 % A-
Total
$ 55,602 21.5 %
(1) Ratings as assigned by S&P, or equivalent
At September 30, 2023 and December 31, 2022, respectively, 100.0% of our non-U.S. dollar denominated securities were invested in euro denominated bonds. The net decrease in non-U.S. denominated fixed maturities is largely due to sales and maturities of euro denominated corporate bonds during the nine months ended September 30, 2023.
At September 30, 2023 and December 31, 2022, all of the Company's non-U.S. government issuers have a rating of AA- or higher by Fitch Ratings. The Company does not employ any credit default protection against any of the fixed maturities held in non-U.S. denominated currencies at September 30, 2023 and December 31, 2022, respectively.
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At September 30, 2023 and December 31, 2022, respectively, we held the following non-U.S. dollar denominated securities:
September 30, 2023 December 31, 2022
($ in thousands) Fair Value % of Total Fair Value % of Total
Non-USD denominated collateralized loan obligations $ 81,434 48.7 % $ 102,812 50.1 %
Non-USD denominated corporate bonds 71,963 43.0 % 90,491 44.1 %
Non-U.S. government bonds 13,822 8.3 % 11,818 5.8 %
Total non-U.S. dollar denominated securities $ 167,219 100.0 % $ 205,121 100.0 %
For our non-U.S. dollar denominated corporate bonds, the following table summarizes the composition of the fair value of our fixed maturity investments at the dates indicated by ratings at September 30, 2023 and December 31, 2022:
Ratings (1)
September 30, 2023 December 31, 2022
($ in thousands) Fair Value % of Total Fair Value % of Total
A+, A, A- $ 29,906 41.5 % $ 32,633 36.0 %
BBB+, BBB, BBB- 37,035 51.5 % 53,094 58.7 %
BB+ or lower 5,022 7.0 % 4,764 5.3 %
Total non-U.S. dollar denominated corporate bonds $ 71,963 100.0 % $ 90,491 100.0 %
(1) Ratings as assigned by S&P, or equivalent
Other Investments, Equity Securities and Equity Method Investments
Our alternative investments are categorized as other investments, equity securities, and equity method investments as reported on our condensed consolidated balance sheets. These include private equity funds, private credit funds and hedge fund investments, investments in limited partnerships, as well as investments in direct lending entities and investments in technology-oriented insurance related businesses known as insurtechs. Private equity investments consist of direct investments in privately held entities, investments in private equity funds and private equity co-investments with sponsoring entities. Private credit investments consist of loans and other debt securities of privately held entities or investment sponsors. Our alternative investments as of September 30, 2023 and December 31, 2022 consisted of the following asset classes:
September 30, 2023 December 31, 2022
($ in thousands) Carrying Value % of Total Carrying Value % of Total
Privately held common stocks $ 32,636 11.2 % $ 32,290 11.9 %
Privately held preferred stocks 12,953 4.5 % 10,945 4.0 %
Publicly traded equity investments 58 — % 386 0.1 %
Total equity securities $ 45,647 15.7 % $ 43,621 16.0 %
Real estate investments $ 48,524 16.7 % $ 40,944 15.0 %
Hedge fund investments — — % 5,376 2.0 %
Other equity method investments 30,876 10.6 % 33,839 12.4 %
Total equity method investments $ 79,400 27.3 % $ 80,159 29.4 %
Private equity funds $ 43,710 15.0 % $ 32,298 11.8 %
Private credit funds 22,734 7.8 % 26,354 9.7 %
Privately held equity investments 34,778 11.9 % 34,014 12.5 %
Investment in direct lending funds (at cost) 65,000 22.3 % 56,087 20.6 %
Total other investments $ 166,222 57.0 % $ 148,753 54.6 %
Total alternative investments $ 291,269 100.0 % $ 272,533 100.0 %
Our allocation to alternative investments increased to 50.3% of our total cash and investments as of September 30, 2023 compared to 43.0% as of December 31, 2022; and increased to 110.6% of our total shareholders' equity as of September 30, 2023 compared to 95.8% as of December 31, 2022.
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In addition to the categories described above, we also evaluate our alternative investments by the following asset classes:
September 30, 2023 December 31, 2022
($ in thousands) Carrying Value % of Total Carrying Value % of Total
Private Equity $ 73,162 25.1 % $ 60,227 22.1 %
Private Credit 48,310 16.6 % 51,783 19.0 %
Hedge Funds — — % 5,376 2.0 %
Alternatives 91,065 31.3 % 85,866 31.5 %
Venture Capital 23,435 8.0 % 21,126 7.7 %
Real Estate 55,297 19.0 % 48,155 17.7 %
Total alternative investments $ 291,269 100.0 % $ 272,533 100.0 %
For further details on these alternative investments, see " Notes to Condensed Consolidated Financial Statements: Note 4(b) Other Investments, Equity Securities and Equity Method Investments" included under Part I Item 1. "Financial Information" of this Report on Form 10-Q.
C ertain 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. For further details on these financial guarantees, please see " Notes to Condensed Consolidated Financial Statements: Note 11 - Commitments, Contingencies and Guarantees" included under Part I Item 1. "Financial Information" of this Report on Form 10-Q.
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Investment Results
The following table summarizes our investment results for the three and nine months ended September 30, 2023 and 2022:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Net investment income:
Fixed income investments (1)
$ 7,902 $ 6,646 $ 25,247 $ 19,635
Cash and restricted cash 96 154 514 172
Other investments, including equities 1,148 776 3,736 2,120
Investment expenses (98) (939) (386) (1,056)
Total net investment income 9,048 6,637 29,111 20,871
Net realized (losses) gains:
Fixed income assets (1)
(301) 96 (1,087) 1,192
Other investments, including equities — 111 186 190
Total net realized (losses) gains (301) 207 (901) 1,382
Net unrealized gains (losses):
Other investments, including equities 545 (1,779) 3,295 1,466
Total net unrealized gains (losses) 545 (1,779) 3,295 1,466
Interest in income (loss) of equity method investments:
Interest in income (loss) of equity method investments 2,190 (373) 6,942 (2,143)
Interest in income (loss) of equity method investments 2,190 (373) 6,942 (2,143)
Total investment return included in earnings (A)
$ 11,482 $ 4,692 $ 38,447 $ 21,576
Other comprehensive income (loss):
Unrealized gains (losses) on AFS fixed maturities and equity method investments excluding foreign exchange (B)
$ 335 $ (8,613) $ 3,118 $ (32,279)
Total investment return = (A) + (B) $ 11,817 $ (3,921) $ 41,565 $ (10,703)
Annualized income from fixed income assets (2)
$ 31,992 $ 27,200 $ 34,348 $ 26,409
Average aggregate fixed income assets, at cost (2)
750,448 1,264,251 842,212 1,327,597
Annualized investment book yield 4.3 % 2.2 % 4.1 % 2.0 %
Average aggregate invested assets, at fair value (3)
$ 1,017,429 $ 1,468,428 $ 1,109,760 $ 1,542,845
Investment return included in net earnings 1.1 % 0.3 % 3.5 % 1.4 %
Total investment return 1.2 % (0.3) % 3.7 % (0.7) %
1. Fixed income investments include AFS securities as well as funds withheld receivable, and loan to related party.
2. Average aggregate fixed income assets and cash include AFS portfolio, cash and restricted cash, funds withheld receivable, and loan to related party and is computed as an average of the amounts disclosed in our quarterly U.S. GAAP consolidated financial statements.
3. Average aggregate invested assets include all investments (AFS and alternative investments), cash and restricted cash, loan to related party and funds withheld receivable and is computed as an average of the amounts disclosed in our quarterly U.S. GAAP consolidated financial statements.
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The following table details total investment returns for our fixed income investments for the three and nine months ended September 30, 2023 and 2022, respectively:
Fixed Income Investments (1)
For the Three Months Ended September 30, For the Nine Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Gross investment income $ 7,998 $ 6,800 $ 25,761 $ 19,807
Net realized and unrealized (losses) gains (301) 96 (1,087) 1,192
Change in AOCI (3)
335 (8,613) 3,118 (36,693)
Gross investment returns $ 8,032 $ (1,717) $ 27,792 $ (15,694)
Average invested assets, at fair value (4)
$ 737,486 $ 1,211,365 $ 827,859 $ 1,298,327
Gross Investment Returns 1.1 % (0.1) % 3.4 % (1.2) %
Less: Investment expenses $ 61 $ 99 $ 206 $ 329
Net investment returns $ 7,971 $ (1,816) $ 27,586 $ (16,023)
Net Investment Returns 1.1 % (0.1) % 3.3 % (1.2) %
The following table details total investment returns for our alternative investments for the three and nine months ended September 30, 2023 and 2022, respectively:
Alternative Investments (2)
For the Three Months Ended September 30, For the Nine Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Gross investment income $ 3,338 $ 403 $ 10,678 $ (23)
Net realized and unrealized gains (losses) 545 (1,668) 3,481 1,656
Change in AOCI (3)
— — — 4,414
Gross investment returns $ 3,883 $ (1,265) $ 14,159 $ 6,047
Average invested assets, at fair value (4)
$ 279,941 $ 257,063 $ 281,901 $ 244,518
Gross Investment Returns 1.4 % (0.5) % 5.0 % 2.5 %
Less: Investment expenses $ 37 $ 840 $ 180 $ 727
Net investment returns $ 3,846 $ (2,105) $ 13,979 $ 5,320
Net Investment Returns 1.4 % (0.8) % 5.0 % 2.2 %
1. Fixed income investments includes AFS securities as well as cash, restricted cash, funds withheld receivable, and loan to related party.
2. Alternative investments includes other investments, equity securities, and equity method investments.
3. Change in accumulated other comprehensive income ("AOCI") excludes unrealized foreign exchange gains and losses.
4. Average invested assets is the average of the amounts disclosed in our quarterly U.S. GAAP consolidated financial statements.
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The following table details total investment returns for alternative investments by asset class for the nine months ended September 30, 2023:
September 30, 2023 Private Equity Private Credit Hedge Funds Alternative Assets Venture Capital Real Estate Total
($ in thousands)
Gross investment income $ 2,291 $ 2,457 $ 83 $ 5,476 $ — $ 371 $ 10,678
Net realized and unrealized gains (losses) 2,539 945 — (22) 457 (438) 3,481
Total Investment Return $ 4,830 $ 3,402 $ 83 $ 5,454 $ 457 $ (67) $ 14,159
Average Investments $ 66,694 $ 50,047 $ 2,688 $ 88,466 $ 22,280 $ 51,726 $ 281,901
Gross Investment Returns 7.2 % 6.8 % 3.1 % 6.2 % 2.1 % (0.1) % 5.0 %
Annualized Gross Returns 9.7 % 9.1 % 4.1 % 8.2 % 2.7 % (0.2) % 6.7 %
Total investment returns on alternative investments were positive across all asset classes other than real estate and earned a weighted average return of 5.0% during the nine months ended September 30, 2023. The gross and net investment returns were higher compared to the same respective periods in 2022 largely due to the interest in income of an equity method investment of $5.5 million, primarily in the alternative asset category, that was recognized during the nine months ended September 30, 2023.
The following table details total investment returns for alternative investments by asset class for the nine months ended September 30, 2022:
September 30, 2022 Private Equity Private Credit Hedge Funds Alternative Assets Venture Capital Real Estate Total
($ in thousands)
Gross investment income $ 1,157 $ 1,345 $ (4,981) $ 2,020 $ 125 $ 311 $ (23)
Net realized and unrealized gains (losses) 371 (1,542) — 29 2,798 — 1,656
Change in AOCI — — — 4,414 — — 4,414
Total Investment Return $ 1,528 $ (197) $ (4,981) $ 6,463 $ 2,923 $ 311 $ 6,047
Average Investments $ 62,780 $ 34,844 $ 24,188 $ 57,494 $ 13,224 $ 51,988 $ 244,518
Gross Investment Returns 2.4 % (0.6) % (20.6) % 11.2 % 22.1 % 0.6 % 2.5 %
Annualized Gross Returns 3.2 % (0.8) % (27.5) % 15.0 % 29.5 % 0.8 % 3.3 %
Total returns on alternative investments were positive and earned 2.5% during the nine months ended September 30, 2022 partly due to the sale of an equity method investment in the alternative asset category which produced gross returns of $5.8 million and contributed 2.4% to the gross investment returns during the prior year period.
While our alternative investment portfolio continues to be impacted by a rapidly rising interest rate and subsequent economic and financial markets uncertainty, particularly as regards to timing of monetizing certain investments, we believe our alternative investment portfolio remains well positioned to achieve its targeted longer-term returns.
Other Balance Sheet Changes
The following table summarizes our other material balance sheet changes at September 30, 2023 and December 31, 2022:
($ in thousands) September 30, 2023 December 31, 2022 Change in $ Change %
Deferred commission and other acquisition expenses
$ 19,122 $ 24,976 $ (5,854) (23.4) %
Funds withheld receivable
229,568 441,412 (211,844) (48.0) %
Reserve for loss and LAE
911,475 1,131,408 (219,933) (19.4) %
Unearned premiums
50,691 67,081 (16,390) (24.4) %
Deferred gain on retroactive reinsurance
58,837 47,708 11,129 23.3 %
Accrued expenses and other liabilities
38,664 60,518 (21,854) (36.1) %
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The Company's deferred commission and other acquisition expenses decreased by 23.4% and unearned premiums decreased by 24.4% primarily due to the termination of the remaining business under both quota share contracts with AmTrust which have been in run-off since January 1, 2019. Funds withheld receivable decreased by 48.0% due to settlement of reinsurance losses payable under the AmTrust Quota Share.
Accrued expenses and other liabilities decreased by 36.1% primarily due to settlement of reinsurance losses payable due to AmTrust, and a decrease in the underwriting-related derivative liability on GLS policies to $4.0 million at September 30, 2023 compared to $14.6 million at December 31, 2022 as the acceleration of covered payments triggered coverage in excess of the contracts risk margin. The Company's reserve for loss and LAE decreased by 19.4% primarily due to continued settlement of loss reserves for AmTrust Reinsurance contracts.
The deferred gain on retroactive reinsurance increased by $11.1 million or 23.3% compared to December 31, 2022 driven by net adverse prior year loss development of $12.0 million for the nine months ended September 30, 2023 reported for the AmTrust Reinsurance segment as these losses are largely covered by the LPT/ADC Agreement with Cavello.
Capital Resources
During the nine months ended September 30, 2023, book value per common share decreased by 7.1% to $2.60 and diluted book value per common share decreased by 7.5% to $2.58, compared to December 31, 2022. This was largely due to the net loss attributable to Maiden common shareholders of $17.8 million during the nine months ended September 30, 2023 and an opening allowance for expected credit losses of $5.5 million in the beginning retained earnings on January 1, 2023; partly offset by a net increase in AOCI of $2.3 million during the period.
Capital resources consist of funds deployed in support of our operations. The following table shows the movement in our capital resources at September 30, 2023 and December 31, 2022:
September 30, 2023 December 31, 2022 Change in $ Change (%)
($ in thousands)
Common shares at par value $ 1,497 $ 1,492 $ 5 0.3 %
Additional paid-in capital 885,748 884,259 1,489 0.2 %
Accumulated other comprehensive loss (38,893) (41,234) 2,341 (5.7) %
Accumulated deficit (466,164) (442,863) (23,301) 5.3 %
Treasury shares, at cost (118,951) (117,075) (1,876) 1.6 %
Total Maiden shareholders' equity
263,237 284,579 (21,342) (7.5) %
Senior Notes - principal amount
262,361 262,500 (139) (0.1) %
Total capital resources
$ 525,598 $ 547,079 $ (21,481) (3.9) %
Total capital resources decreased by $21.5 million, or 3.9% compared to December 31, 2022 due to the following items:
• net increase in additional paid-in capital of $1.5 million mainly due to share-based compensation of $1.4 million;
• net increase in AOCI of $2.3 million which arose due to: (1) net unrealized gains on investment of $3.1 million mainly from our fixed income investment portfolio relating to market price movements in the nine months ended September 30, 2023, and (2) an decrease in cumulative translation adjustments of $0.7 million in the nine months ended September 30, 2023 due to the impact of the U.S. dollar depreciation on the re-measurement of net assets denominated in British pound and euro;
• accumulated deficit increased by $23.3 million due to a net loss of $17.8 million for the nine months ended September 30, 2023 and the opening allowance for expected credit losses on other investments, reinsurance recoverable, reinsurance balances receivable and funds withheld receivable of $5.5 million for the nine months ended September 30, 2023 which decreased opening retained earnings; and
• treasury shares increased by $1.9 million due to common shares repurchased under the Company's authorized common share repurchase plan as well as repurchases for tax withholding in respect of tax obligations on the vesting of both non-performance-based and discretionary performance-based restricted shares.
Please refer to " Notes to Consolidated Financial Statements Note 6. Shareholders' Equity " included under Part II Item 8. " Financial Statements and Supplementary Data" of our Annual Report on Form 10-K for a discussion of the equity instruments issued by the Company as at December 31, 2022.
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Book value and diluted book value per common share at September 30, 2023 and December 31, 2022 were as follows:
($ in thousands except share and per share data) September 30, 2023 December 31, 2022
Ending common shareholders’ equity
$ 263,237 $ 284,579
Proceeds from assumed conversion of dilutive options
— 4
Numerator for diluted book value per common share calculation
$ 263,237 $ 284,583
Common shares outstanding
101,085,340 101,532,151
Shares issued from assumed conversion of dilutive options and restricted shares
981,277 499,963
Denominator for diluted book value per common share calculation
102,066,617 102,032,114
Book value per common share
$ 2.60 $ 2.80
Diluted book value per common share
2.58 2.79
Common Shares
On February 21, 2017, the Company's Board of Directors approved the repurchase of up to $100.0 million of the Company's common shares from time to time at market prices. During the three and nine months ended September 30, 2023, Maiden Reinsurance repurchased 520,475 and 820,105 common shares, respectively, from the open market at an average price per share of $1.86 and $1.93, respectively, under the Company's share repurchase plan. The Company's remaining authorization is $72.7 million for common share repurchases at September 30, 2023. No repurchases were made during the three and nine months ended September 30, 2022 under the common share repurchase plan.
Senior Notes
There were no changes in the Company’s Senior Notes at September 30, 2023 compared to December 31, 2022 other than repurchases as discussed further below. The Company did not enter into any short-term borrowing arrangements during the nine months ended September 30, 2023. Please refer to " Notes to Condensed Consolidated Financial Statements (unaudited) Note 7. Long Term Debt " included under Part I Item 1 " Financial Information" of this Form 10-Q for a discussion of the Company’s Senior Notes. 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.
As described in " Notes to Condensed Consolidated Financial Statements (unaudited) Note 7. Long-Term Debt " included under Part I Item 1 " Financial Information" of this Form 10-Q, on May 3, 2023, the Company's Board of Directors approved the repurchase, including the repurchase by Maiden Reinsurance in accordance with its investment guidelines, of up to $100.0 million of the Company's Senior Notes from time to time at market prices in open market purchases or as may be privately negotiated. During the nine months ended September 30, 2023, Maiden Reinsurance repurchased 5,567 notes of the 2013 Senior Notes at an average price per unit of $17.10 for a total cost of $95.2 thousand. Total interest and amortization expenses for the nine months ended September 30, 2023 were partly offset by a gain of $39.9 thousand realized on the repurchase of the 2013 Senior Notes. The Company has a remaining authorization of $99.9 million for such repurchases at September 30, 2023.
Maiden Holdings does not have any significant operations or assets other than ownership of the shares of our subsidiaries. The dividends and other permitted distributions from Maiden NA (and its subsidiaries) will be our sole source of funds to meet ongoing cash requirements, including debt service payments. Factors that may affect payments to holders of the 2013 Senior Notes include restrictions on the payments of dividends by Maiden Reinsurance to Maiden NA which provides the sole source of income for interest payments on the 2013 Senior Notes. In 2022 and 2023, the Vermont DFR approved an annual dividend program from Maiden Reinsurance to Maiden NA, with notification to the Vermont DFR as dividends are paid. Subsequent to those approvals, Maiden Reinsurance paid total dividends of $37.5 million to Maiden NA as of September 30, 2023.
The summarized financial information below has been presented on a combined basis for the issuer Maiden NA and the guarantor Maiden Holdings, excluding all other subsidiaries. Intercompany balances and transactions between Maiden NA and Maiden Holdings, whose information is presented above on a combined basis, were eliminated. Any investment by Maiden NA or Maiden Holdings in subsidiaries that are not issuers or guarantors is not presented in the financial information below. Intercompany balances with subsidiaries that are not issuers or guarantors and any related party transactions were separately disclosed below and are not included in the total assets and total liabilities presented for Maiden NA and Maiden Holdings. The net loss for Maiden NA and Maiden Holdings was due to interest and amortization expenses on the Senior Notes as well as general and administrative expenses. The net loss in Maiden NA also reflects income tax expense incurred for the respective periods.
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Summarized financial information of Maiden NA and Maiden Holdings as of September 30, 2023 and for the three and nine months ended September 30, 2023 were as follows:
Maiden NA Maiden Holdings
($ in thousands)
Total assets $ 6,734 $ 8,559
Total liabilities 149,241 107,946
Amounts due from subsidiaries (not included in total assets above) 692 1,118
Amounts due to subsidiaries (not included in total liabilities above) 12,110 3,817
Related party loan payable (not included in total liabilities above) — 284,844
Total revenue for the quarter-to-date period 1,230 3
Net loss for the quarter-to-date period (3,181) (8,253)
Total revenue for year-to-date period 2,310 8
Net loss for year-to-date period (4,294) (25,273)
The ratio of Debt to Total Capital Resources at September 30, 2023 and December 31, 2022 was computed as follows:
($ in thousands) September 30, 2023 December 31, 2022
Senior notes - principal amount
$ 262,361 $ 262,500
Maiden shareholders’ equity
263,237 284,579
Total capital resources
$ 525,598 $ 547,079
Ratio of debt to total capital resources
49.9 % 48.0 %
Off-Balance Sheet Arrangements
C ertain 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 ce rtain parties such that it may be required to make payments now or in the future as further described in the " Notes to Condensed Consolidated Financial Statements (unaudited) Note 11. Commitments, Contingencies and Guarantees " included under Part I Item 1 " Financial Information" of this Form 10-Q.
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, 2023, guarantees of $55.1 million have been provided to lenders by the Company on behalf of the real estate joint venture, however, the likelihood of the Company incurring any losses pertaining to project level financing guarantees was determined to be remote. Therefore, no liability has been accrued under ASC 450-20.
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Non-GAAP Measures
As defined and described in the Key Financial Measures section , m anagement uses certain key financial measures, some of which are non-GAAP measures, to evaluate the Company's financial performance and the overall growth in value generated for the Company’s common shareholders. Management believes that these measures, which may be defined differently by other companies, explain the Company’s results to investors in a manner that allows for a more complete understanding of the underlying trends in the Company’s business. The calculation, reconciliation to nearest GAAP measure and discussion of relevant non-GAAP measures used by management are as follows:
Non-GAAP operating loss and Non-GAAP diluted operating loss per share available to common shareholders
Non-GAAP operating loss and Non-GAAP diluted operating loss per share attributable to common shareholders can be reconciled to the nearest U.S. GAAP financial measure as follows:
For the Three Months Ended September 30, 2023 2022
($ in thousands except per share data)
Net loss attributable to Maiden common shareholders $ (3,527) $ (8,160)
Add (subtract):
Net realized and unrealized investment (gains) losses (244) 1,572
Foreign exchange and other gains (4,594) (8,586)
Interest in (income) loss of equity method investments (2,190) 373
Change in deferred gain on retroactive reinsurance under the LPT/ADC Agreement (1,192) (6,259)
Non-GAAP operating loss $ (11,747) $ (21,060)
Diluted loss per share attributable to common shareholders $ (0.03) $ (0.09)
Add (subtract):
Net realized and unrealized investment (gains) losses (0.01) 0.02
Foreign exchange and other gains (0.05) (0.10)
Interest in (income) loss of equity method investments (0.02) —
Change in deferred gain on retroactive reinsurance under the LPT/ADC Agreement (0.01) (0.07)
Non-GAAP diluted operating loss per share attributable to common shareholders
$ (0.12) $ (0.24)
For the Nine Months Ended September 30, 2023 2022
($ in thousands except per share data)
Net (loss) income (attributable) available to Maiden common shareholders $ (17,788) $ 19,186
Add (subtract):
Net realized and unrealized investment gains (2,394) (2,848)
Foreign exchange and other losses (gains) 843 (19,121)
Interest in (income) loss of equity method investments (6,942) 2,143
Change in deferred gain on retroactive reinsurance under the LPT/ADC Agreement 11,108 (10,722)
Non-GAAP operating loss $ (15,173) $ (11,362)
Diluted (loss) earnings per share (attributable) available to common shareholders $ (0.18) $ 0.22
Add (subtract):
Net realized and unrealized investment gains (0.02) (0.03)
Foreign exchange and other losses (gains) 0.01 (0.22)
Interest in (income) loss of equity method investments (0.07) 0.02
Change in deferred gain on retroactive reinsurance under the LPT/ADC Agreement 0.11 (0.12)
Non-GAAP diluted operating loss per share attributable to common shareholders
$ (0.15) $ (0.13)
Non-GAAP operating loss was $11.7 million for the three months ended September 30, 2023 compared to non-GAAP operating loss of $21.1 million for the same period in 2022. Non-GAAP operating loss was $15.2 million for the nine months ended September 30, 2023, compared to a non-GAAP operating loss of $11.4 million for the same respective period in 2022 which included gains of $28.2 million from the repurchase of our preference shares in 2022.
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The non-GAAP operating results were primarily driven by non-GAAP underwriting results in the AmTrust Reinsurance segment as discussed further below.
Non-GAAP Underwriting Results
The non-GAAP underwriting results for the three and nine months ended September 30, 2023 and 2022 are as follows:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Gross premiums written $ 8,660 $ 5,380 $ 16,371 $ (1,451)
Net premiums written $ 8,625 $ 5,222 $ 16,260 $ (1,915)
Net premiums earned $ 12,479 $ 12,251 $ 32,520 $ 23,816
Other insurance (expense) revenue, net (16) 368 3 888
Non-GAAP net loss and LAE (1)
(16,348) (23,685) (25,395) (32,739)
Commission and other acquisition expenses (5,340) (5,398) (14,520) (12,811)
General and administrative expenses (2,877) (2,422) (9,925) (9,288)
Non-GAAP underwriting loss (1)
$ (12,102) $ (18,886) $ (17,317) $ (30,134)
(1) Non-GAAP underwriting loss and non-GAAP net loss and LAE for the three and nine months ended September 30, 2023 and 2022 are adjusted for prior year reserve development subject to the LPT/ADC Agreement. Please see "Key Financial Measures" section for the definitions of Non-GAAP underwriting loss and net loss and LAE.
The non-GAAP underwriting results above are summarized by segment for the three and nine months ended September 30, 2023 and 2022 in the table below:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Diversified Reinsurance underwriting (loss) income $ (2,541) $ 40 $ (7,648) $ 264
AmTrust Reinsurance underwriting loss (8,369) (12,667) (20,777) (19,676)
Plus: (favorable) adverse prior year loss development covered under the LPT/ADC Agreement (1,192) (6,259) 11,108 (10,722)
Non-GAAP AmTrust Reinsurance underwriting loss (9,561) (18,926) (9,669) (30,398)
Non-GAAP underwriting loss $ (12,102) $ (18,886) $ (17,317) $ (30,134)
The non-GAAP underwriting results include the impact of prior year loss reserve development under the AmTrust Quota Share which is fully recoverable from Cavello under the LPT/ADC Agreement to show the ultimate economic benefit to the Company. As shown in the table above, adjusted for the decrease in the deferred gain under the LPT/ADC Agreement of $1.2 million and increase of $11.1 million during the three and nine months ended September 30, 2023, respectively, the non-GAAP underwriting loss was $12.1 million and $17.3 million, respectively. This compared to a non-GAAP underwriting loss of $18.9 million and $30.1 million, respectively, when adjusted for the decrease of $6.3 million and $10.7 million in the deferred gain under the LPT/ADC Agreement during the three and nine months ended September 30, 2022, respectively.
The non-GAAP underwriting results above were due to incurred losses in the AmTrust Reinsurance segment not covered by the LPT/ADC Agreement, specifically the run-off of the AmTrust Quota Share for losses occurring after December 31, 2018, and net adverse loss development in the European Hospital Liability Quota Share. Please refer to the AmTrust Reinsurance segment results under Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Quarterly Report on Form 10-Q for further discussion of these underwriting results.
The non-GAAP underwriting results in the table above were also driven by the Diversified Reinsurance segment which had an underwriting loss of $2.5 million and $7.6 million for the three and nine months ended September 30, 2023, respectively, compared to income of $40.0 thousand and $0.3 million for the same respective periods in 2022. Please refer to the Diversified Reinsurance segment results under Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Quarterly Report on Form 10-Q for further discussion of these underwriting results.
Non-GAAP Net Loss and LAE
Adjusted for the decrease and increase in the deferred gain for the LPT/ADC Agreement for the three and nine months ended September 30, 2023, respectively, the non-GAAP net loss and LAE increased by $1.2 million and decreased by $11.1 million, respectively, as these amounts included adverse loss experience for AmTrust Quota Share reserves under the LPT/ADC Agreement which are ultimately recoverable from Cavello.
Adjusted for the decrease in the deferred gain for the LPT/ADC Agreement for the three and nine months ended September 30, 2022, the non-GAAP net loss and LAE increased by $6.3 million and $10.7 million, respectively, as these amounts included favorable loss experience for AmTrust Quota Share reserves under the LPT/ADC Agreement which are ultimately recoverable from Cavello.
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These adjustments are reflected in the calculation of non-GAAP Loss and LAE below:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Net loss and LAE
$ 15,156 $ 17,426 $ 36,503 $ 22,017
Less: (favorable) adverse prior year loss development covered under the LPT/ADC Agreement (1,192) (6,259) 11,108 (10,722)
Non-GAAP net loss and LAE
$ 16,348 $ 23,685 $ 25,395 $ 32,739
Adjusted Shareholders' Equity, Adjusted Total Capital Resources, Adjusted Book Value per Common Share, and Ratio of Debt to Total Adjusted Capital Resources
The Adjusted Shareholders' Equity, Adjusted Total Capital Resources and Adjusted Book Value per Common Share at September 30, 2023 and December 31, 2022 reflect the addition of the unamortized deferred gain under the LPT/ADC Agreement to the GAAP shareholders' equity as depicted in the computations below. The deferred gain under the LPT/ADC Agreement was $56.5 million at September 30, 2023 compared to $45.4 million at December 31, 2022, which relates to loss reserves subject to that agreement that are fully recoverable from Cavello.
The increase in the unamortized deferred gain under the LPT/ADC Agreement for the nine months ended September 30, 2023 is attributable to $11.1 million in net loss and LAE recognized as adverse loss development in the Company's GAAP income statement for policies subject to the LPT/ADC Agreement. We believe the inclusion of this unamortized deferred gain under these metrics better reflects the ultimate economic benefit of the LPT/ADC Agreement, which will improve the Company's shareholders' equity over the settlement period under the terms of the agreement.
Reconciliation of shareholders' equity to Adjusted shareholders' equity and Adjusted Total Capital Resources
The following table computes adjusted shareholders' equity and adjusted total capital resources by recognizing the unamortized deferred gain under the LPT/ADC Agreement at September 30, 2023 and December 31, 2022:
($ in thousands) September 30, 2023 December 31, 2022 Change in $ Change %
Total shareholders' equity
$ 263,237 $ 284,579 $ (21,342) (7.5) %
Unamortized deferred gain on LPT/ADC Agreement 56,516 45,408 11,108 24.5 %
Adjusted shareholders' equity
319,753 329,987 (10,234) (3.1) %
Senior Notes - principal amount
262,361 262,500 (139) (0.1) %
Adjusted total capital resources $ 582,114 $ 592,487 $ (10,373) (1.8) %
Non-GAAP Operating ROACE
Non-GAAP Operating ROACE for the three and nine months ended September 30, 2023 and 2022 was as follows:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Non-GAAP operating loss $ (11,747) $ (21,060) $ (15,173) $ (11,362)
Opening adjusted shareholders’ equity 326,998 269,658 329,987 274,990
Ending adjusted shareholders’ equity 319,753 242,859 319,753 242,859
Average adjusted shareholders’ equity 323,376 256,259 324,870 258,925
Non-GAAP Operating ROACE
(14.4) % (32.6) % (6.2) % (5.9) %
Reconciliation of Book Value per Common Share to Adjusted Book Value per Common Share
The adjusted book value per common share as reconciled for the recognition of the unamortized deferred gain under the LPT/ADC Agreement at September 30, 2023 and December 31, 2022 was computed as follows:
September 30, 2023 December 31, 2022
Book value per common share
$ 2.60 $ 2.80
Unamortized deferred gain on LPT/ADC Agreement 0.56 0.45
Adjusted book value per common share
$ 3.16 $ 3.25
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Ratio of Debt to Adjusted Total Capital Resources
Management uses this non-GAAP measure to monitor the financial leverage of the Company. This measure is calculated using the total principal amount of debt divided by the sum of adjusted total capital resources as computed in the table above. The ratio of Debt to Adjusted Total Capital Resources at September 30, 2023 and December 31, 2022 was computed as follows:
($ in thousands) September 30, 2023 December 31, 2022
Senior notes - principal amount
$ 262,361 $ 262,500
Adjusted shareholders’ equity
319,753 329,987
Adjusted total capital resources
$ 582,114 $ 592,487
Ratio of debt to adjusted total capital resources 45.1 % 44.3 %
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Currency and Foreign Exchange
We conduct business in a variety of foreign (non-U.S.) currencies, the principal exposures being the euro and the British pound. Assets and liabilities denominated in foreign currencies are exposed to changes in currency exchange rates. Our reporting currency is the U.S. dollar, and exchange rate fluctuations relative to the U.S. dollar may materially impact our results and financial position. Our principal exposure to foreign currency risk is our obligation to settle claims in foreign currencies. In addition, in order to minimize this risk, we maintain and expect to continue to maintain a portion of our investment portfolio in investments denominated in currencies other than the U.S. dollar. We may employ various strategies (including hedging) to manage our exposure to foreign currency exchange risk. To the extent that these exposures are not fully hedged or the hedges are ineffective, our results of operations or equity may be adversely affected. At September 30, 2023, no such hedges or hedging strategies were in force or had been entered into. We measure monetary assets and liabilities denominated in foreign currencies at period end exchange rates, with the resulting foreign exchange gains and losses recognized in the unaudited Condensed Consolidated Statements of Income. Revenues and expenses in foreign currencies are converted at average exchange rates during the period. The effect of the translation adjustments for foreign operations is included in AOCI.
Net foreign exchange gains of $4.6 million and losses of $0.1 million were generated during the three and nine months ended September 30, 2023, respectively, compared to net foreign exchange gains of $8.6 million and $20.5 million for the three and nine months ended September 30, 2022, respectively. The decrease in foreign exchange gains for both the three and nine months ended September 30, 2023 compared to the same respective periods in 2022 was due to a decline in the value of the U.S. dollar relative to the euro and the British pound.
At September 30, 2023, net foreign exchange gains and losses were primarily driven by exposures to euro, British pound and other non-USD denominated net loss reserves and insurance related liabilities in excess of foreign currency assets. Our non-USD denominated liabilities at September 30, 2023 included reserve for net loss and LAE of $276.3 million. Our foreign currency asset exposures at September 30, 2023 include $167.2 million of fixed maturity securities managed by our investment managers who have the discretion to hold foreign currency exposures as part of their total return strategy as well as $26.0 million of equity method real estate investments denominated in Canadian dollars.
Effects of Inflation
The anticipated effects of inflation are considered explicitly in the pricing of the insured exposures, which are used as the initial estimates of reserves for loss and LAE. In addition, inflation is also implicitly accounted for in subsequent estimates of loss and LAE reserves, as the expected rate of emergence is in part predicated upon the historical levels of inflation that impact ultimate claim costs. To the extent inflation causes these costs, particularly medical treatments and litigation costs, to vary from the assumptions made in the pricing or reserving estimates, the Company will be required to change the reserve for loss and LAE with a corresponding change in its earnings in the period in which the variance is identified. The actual effects of inflation on the results of operations of the Company cannot be accurately known until claims are ultimately settled.
We continue to monitor inflationary impacts resulting from recent government stimulus, sharp increases in demand, labor force and supply chain disruptions, among other factors, on our loss cost trends. Our reserves predominantly consist of workers’ compensation, general liability, and hospital liability. These long tailed lines of business have been subject to the longer term trend of social inflation, but we have not observed significant impacts for the recently elevated levels of inflation. We proactively analyze available data and we incorporate trends into our loss reserving assumptions to ensure we are considerate of current and future economic conditions.
Governmental policy responses to inflation have significantly increased interest rates which, in the short term, have contributed to unrealized losses on our fixed income investments, particularly on our fixed maturity securities. There remains uncertainty around the rate and direction of inflation and we continue to monitor our liquidity, capital and potential earnings impact of these changes but remain focused on our asset allocation decisions as described in our "Business Strategy" section of Item 7 " Management’s Discussion and Analysis of Financial Condition and Results of Operations - Overview ".
Inflation may also result in increased wage pressures for our operating expenses, as we remain focused on being a competitive employer in our market. Labor shortages arising from the conditions of the COVID-19 pandemic have contributed to uncertainty in attracting and retaining talent that may put pressure on higher wage costs. Currently, salaries and incentive compensation costs comprise more than one-half of our total general and administrative expenses and thereby could have a material impact our net operating results.
Off-Balance Sheet Arrangements
At September 30, 2023, we did not have any off-balance sheet arrangements as defined by Item 303(a) (4) of Regulation S-K.
Recent Accounting Pronouncements
See " Part I, Item 1 - Notes to Condensed Consolidated Financial Statements (unaudited) Note 2. Significant Accounting Policies " for a discussion on recently issued accounting pronouncements not yet adopted.
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