MHLA 10-Q
Maiden Holdings, Ltd. (MHLA)
10-Q
2025-05-12
For: 2025-03-31
View Original
Added on
April 08, 2026
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2025
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _________ to _________
Commission File No. 001-34042
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
(441 ) 298-4900
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act).
Yes ☐ No ☒
As of May 5, 2025, 99,682,710 common shares were outstanding. 144,433,388 common shares, par value $0.01
INDEX
| Page | ||||||||
| PART I - Financial Information | ||||||||
| PART II - Other Information | ||||||||
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MAIDEN HOLDINGS, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars, except share and per share data)
| March 31, 2025 | December 31, 2024 | |||||||||||||
| ASSETS | (Unaudited) | (Audited) | ||||||||||||
Investments: | ||||||||||||||
Fixed maturities, available-for-sale, at fair value (Amortized cost: 2025 - $ | $ | $ | ||||||||||||
Equity securities, at fair value (Cost: 2025 - $ | ||||||||||||||
| Equity method investments | ||||||||||||||
Other investments (Allowance for expected credit losses: 2025 - $ | ||||||||||||||
| Total investments | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Restricted cash and cash equivalents | ||||||||||||||
| Accrued investment income | ||||||||||||||
Reinsurance balances receivable, net (includes $ | ||||||||||||||
Reinsurance recoverable on unpaid losses (Allowance for expected credit losses: 2025 - $ | ||||||||||||||
| Net loan receivable from related party | ||||||||||||||
Deferred commission and other acquisition expenses (includes $ | ||||||||||||||
Funds withheld receivable (Allowance for expected credit losses: 2025 - $ | ||||||||||||||
| Other assets | ||||||||||||||
| Assets held for sale | ||||||||||||||
Total assets | $ | $ | ||||||||||||
| LIABILITIES | ||||||||||||||
Reserve for loss and loss adjustment expenses (includes $ | $ | $ | ||||||||||||
Unearned premiums (includes $ | ||||||||||||||
| Deferred gain on retroactive reinsurance | ||||||||||||||
| Liability for securities purchased | ||||||||||||||
Accrued expenses and other liabilities (includes $ | ||||||||||||||
| Senior notes - principal amount | ||||||||||||||
| Less: unamortized debt issuance costs | ||||||||||||||
| Senior notes, net | ||||||||||||||
| Liabilities held for sale | ||||||||||||||
Total liabilities | ||||||||||||||
Commitments and Contingencies | ||||||||||||||
| EQUITY | ||||||||||||||
Common shares ($ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
Treasury shares, at cost (2025: | ( | ( | ||||||||||||
Total shareholders’ equity | ||||||||||||||
Total liabilities and equity | $ | $ | ||||||||||||
See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
3
MAIDEN HOLDINGS, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in thousands of U.S. dollars, except per share data)
| For the Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
Revenues | ||||||||||||||
Gross premiums written | $ | $ | ||||||||||||
Net premiums written | $ | $ | ||||||||||||
Change in unearned premiums | ||||||||||||||
Net premiums earned | ||||||||||||||
Other insurance revenue, net | ||||||||||||||
Net investment income | ||||||||||||||
Net realized and unrealized investment gains | ||||||||||||||
Total revenues | ||||||||||||||
Expenses | ||||||||||||||
Net loss and loss adjustment expenses | ( | |||||||||||||
Commission and other acquisition expenses | ||||||||||||||
General and administrative expenses | ||||||||||||||
Interest and amortization expenses | ||||||||||||||
Foreign exchange and other losses (gains) | ( | |||||||||||||
Total expenses | ||||||||||||||
Net (loss) income before income taxes and interest in (loss) income of equity method investments | ( | |||||||||||||
Less: income tax expense | ||||||||||||||
Interest in (loss) income of equity method investments | ( | |||||||||||||
Net (loss) income | $ | ( | $ | |||||||||||
Basic and diluted (loss) earnings per share attributable to common shareholders | $ | ( | $ | |||||||||||
| Weighted average number of common shares - basic and diluted | ||||||||||||||
See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
4
MAIDEN HOLDINGS, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(in thousands of U.S. dollars)
| For the Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Net (loss) income | $ | ( | $ | |||||||||||
| Other comprehensive income (loss) | ||||||||||||||
Net unrealized holdings gains on AFS fixed maturity investments | ||||||||||||||
| Net unrealized gains on held for sale AFS fixed maturity investments | ||||||||||||||
Adjustment for reclassification of net realized gains recognized in net (loss) income | ( | |||||||||||||
| Foreign currency translation adjustment | ( | |||||||||||||
Other comprehensive income (loss), before tax | ( | |||||||||||||
| Income tax expense related to components of other comprehensive income | ( | |||||||||||||
Other comprehensive income (loss), after tax | ( | |||||||||||||
Comprehensive (loss) income | $ | ( | $ | |||||||||||
See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
5
MAIDEN HOLDINGS, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)
(in thousands of U.S. dollars)
| For the Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Common shares | ||||||||||||||
Beginning balance | $ | $ | ||||||||||||
| Issuance of common shares from vesting of stock based compensation | ||||||||||||||
Ending balance | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
Beginning balance | ||||||||||||||
| Issuance of common shares from vesting of stock based compensation | ( | ( | ||||||||||||
Share-based compensation expense | ||||||||||||||
Ending balance | ||||||||||||||
| Accumulated other comprehensive loss | ||||||||||||||
Beginning balance | ( | ( | ||||||||||||
Change in net unrealized investment gains | ||||||||||||||
Foreign currency translation adjustment | ( | |||||||||||||
Ending balance | ( | ( | ||||||||||||
| Accumulated deficit | ||||||||||||||
Beginning balance | ( | ( | ||||||||||||
| Net (loss) income | ( | |||||||||||||
Ending balance | ( | ( | ||||||||||||
Treasury shares | ||||||||||||||
Beginning balance | ( | ( | ||||||||||||
| Shares repurchased | ( | ( | ||||||||||||
Ending balance | ( | ( | ||||||||||||
Total shareholders' equity | $ | $ | ||||||||||||
See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
6
MAIDEN HOLDINGS, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands of U.S. dollars)
| For the Three Months Ended March 31, | 2025 | 2024 | ||||||||||||
| Cash flows from operating activities | ||||||||||||||
Net (loss) income | $ | ( | $ | |||||||||||
Adjustments to reconcile net (loss) income to net cash flows from operating activities: | ||||||||||||||
| Other non-cash expenses including depreciation, amortization and share-based compensation | ( | ( | ||||||||||||
Interest in loss (income) of equity method investments | ( | |||||||||||||
Net realized and unrealized investment gains | ( | ( | ||||||||||||
| Change in allowance for expected credit losses | ( | ( | ||||||||||||
Foreign exchange and other losses (gains) | ( | |||||||||||||
Changes in assets – (increase) decrease: | ||||||||||||||
| Reinsurance balances receivable, net | ( | |||||||||||||
| Reinsurance recoverable on unpaid losses | ||||||||||||||
| Accrued investment income | ( | |||||||||||||
| Deferred commission and other acquisition expenses | ||||||||||||||
| Funds withheld receivable | ||||||||||||||
| Other assets | ( | ( | ||||||||||||
Changes in liabilities – increase (decrease): | ||||||||||||||
| Reserve for loss and loss adjustment expenses | ( | |||||||||||||
| Unearned premiums | ( | ( | ||||||||||||
| Accrued expenses and other liabilities | ( | |||||||||||||
Net cash (used in) provided by operating activities | ( | |||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Purchases of fixed maturities | ( | ( | ||||||||||||
| Purchases of other investments | ( | ( | ||||||||||||
| Purchases of equity method investments | ( | ( | ||||||||||||
| Proceeds from sales of fixed maturities | ||||||||||||||
| Proceeds from maturities, paydowns and calls of fixed maturities | ||||||||||||||
| Proceeds from sale and redemption of other investments | ||||||||||||||
| Proceeds from sale and redemption of equity method investments | ||||||||||||||
| Others, net | ( | ( | ||||||||||||
Net cash provided by (used in) investing activities | ( | |||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Repurchase of common shares | ( | |||||||||||||
Net cash used in financing activities | ( | |||||||||||||
| Effect of exchange rate changes on foreign currency cash, restricted cash and cash equivalents | ( | |||||||||||||
Net increase (decrease) in cash, restricted cash and cash equivalents | ( | |||||||||||||
| Cash, restricted cash and cash equivalents, beginning of period | ||||||||||||||
| Cash, restricted cash and cash equivalents, end of period | ||||||||||||||
| Less: change in cash and cash equivalents held for sale | ( | |||||||||||||
| Cash, restricted cash and cash equivalents, end of period, excluding held-for-sale | $ | $ | ||||||||||||
| Reconciliation of cash and restricted cash reported within Condensed Consolidated Balance Sheets: | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
| Restricted cash and cash equivalents, end of period | ||||||||||||||
| Total cash, restricted cash and cash equivalents, end of period | $ | $ | ||||||||||||
See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
7
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
1. Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Maiden Holdings, Ltd. ("Parent Company" or "Maiden Holdings") and its subsidiaries (the "Company" or "Maiden"). They have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. All significant intercompany transactions and accounts have been eliminated.
These interim unaudited Condensed Consolidated Financial Statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim period and all such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative, if annualized, of those to be expected for the full year. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Maiden creates shareholder value by actively managing and allocating our assets and capital, including through ownership and management of businesses and assets primarily in the insurance and related financial services industries where we can leverage our deep knowledge of those markets.
As of March 31, 2025, Maiden Reinsurance Ltd. (“Maiden Reinsurance”) owns approximately 31.0 % of the Company's total outstanding common shares, which is eliminated for accounting and financial reporting purposes on the Company's consolidated financial statements. The voting power of Maiden Reinsurance, with respect to its common shares, was capped at 9.5 % pursuant to the Company's bye-laws. However, on April 29, 2025, Maiden shareholders approved the proposal to remove the 9.5 % voting limitation at the Company's special general meeting of its shareholders (the "Special Meeting"). The ownership of the common shares by Maiden Reinsurance was made in compliance with Maiden Reinsurance's investment policy and approved by the Vermont Department of Financial Regulation ("Vermont DFR").
Current Operations
The Company does not presently underwrite prospective reinsurance risks.
Short-term income protection business is written on a primary basis by our wholly owned subsidiaries Maiden Life Försäkrings AB ("Maiden LF") and Maiden General Försäkrings AB ("Maiden GF") in the Scandinavian and Northern European markets. 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 ("IIS business"). These products also produced reinsurance programs which were underwritten by our wholly owned subsidiary Maiden Reinsurance.
The Company also has various historic reinsurance programs underwritten by Maiden Reinsurance which are in run-off, including the liabilities associated with AmTrust Financial Services, Inc. ("AmTrust") reinsurance agreements which were terminated in 2019 as discussed in Note 10. Related Party Transactions. In addition, the Company has a retroactive reinsurance agreement and a commutation agreement that further reduces its exposure and limits the potential volatility related to AmTrust liabilities, which are discussed in Note 8. Reinsurance. Please also see the Company's audited Consolidated Financial Statements, and related notes thereto, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for further details.
The Company is also running off certain business related to its Genesis Legacy Solutions ("GLS") platform. In November 2020, the Company formed its indirect wholly owned subsidiary GLS, which specialized 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 to those companies' operations, working with clients to develop and implement finality solutions including acquiring entire companies. The Company believed the formation of GLS was highly complementary to its overall longer-term strategy. However, a combination of factors, including market conditions in the sector GLS focuses on, resulted in an inability for GLS to gain sufficient scale to achieve its objectives or earn a profit, and GLS results did not reach the objectives the Company expected it to over time. Having completed the capital commitment made to GLS in November 2020, the Company has determined to not commit any additional capital to new opportunities and to run-off the existing accounts underwritten by GLS.
During the three months ended March 31, 2025, the Company has agreed to commute one of the accounts underwritten by GLS for $7,500 . Approval of this transaction by the Vermont DFR is presently pending. The commutation will be fully reflected in the second quarter 2025 financial statements at such time as the transaction is approved by the Vermont DFR and the related reserves are transferred to the purchasing party.
During 2024, the Company entered into a series of strategic transactions that, upon completion, will substantially transform its business plan and operations, which are fully described in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 that was filed on March 10, 2025.
8
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
1. Basis of Presentation (continued)
Divestiture of IIS Business and Swedish Subsidiaries
During 2024, we conducted and completed a strategic review of our IIS Business. The purpose of that review was to evaluate the strategic value of this business, including the operations 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 the Company's target return on capital levels.
As a result of that review, we concluded that divesting this business was in the best interests of shareholders and subsequently entered into the following transactions to accomplish that objective: 1) two Renewal Rights and Asset Purchase Agreement with AmTrust Nordic AB (“AmTrust Renewal Rights Agreements”); and 2) a Stock Purchase Agreement to sell Maiden LF and Maiden GF (“Swedish Subsidiaries Sale”).
On November 29, 2024, the Company entered into an agreement to sell its Swedish subsidiaries, Maiden LF and Maiden GF to an expanding group of international insurance and reinsurance companies headquartered in the United Kingdom. Such transaction is subject to customary regulatory approvals. The sale will be an all-cash transaction and pursuant to the terms of the agreement, all existing staff of both Maiden LF and Maiden GF will transition to the new ownership group.
As part of these transactions, Maiden LF and Maiden GF are no longer writing new business and their non-underwriting related assets and liabilities are represented as held-for-sale in our consolidated financial statements. Please see Note 10. Related Party Transactions for details regarding the AmTrust Renewal Rights Agreement and Note 14. Assets Held for Sale for further information on the Swedish Subsidiaries Sale.
Combination Agreement with Kestrel Group
On December 29, 2024, the Company entered into a combination agreement (as amended, "Combination Agreement") with Kestrel Group LLC (“Kestrel”), all of the equityholders of Kestrel, Ranger U.S. Newco LLC, Ranger Bermuda Merger Sub Ltd., Ranger Bermuda Topco Ltd. ("Bermuda NewCo") and Ranger Merger Sub 2 LLC to combine and form a new, publicly listed specialty program group ("transaction"). AmTrust is a significant shareholder of Kestrel. Please see Note 10. Related Party Transactions for further information regarding the Company's relationship with AmTrust. Pursuant to the terms of the Combination Agreement, at the closing of the transaction, each issued and outstanding common share of Maiden, par value $0.01 per share, will be automatically canceled and converted into the right to receive one-twentieth (0.05 ) of a common share in Bermuda NewCo, a newly formed Bermuda company that will acquire both Maiden and Kestrel (the “combined company”).
The equityholders of Kestrel at the closing will receive an aggregate of $40.0 million in upfront cash and 2,750,000 common shares of the combined company. In addition, the equityholders of Kestrel are entitled to receive contingent consideration up to the lesser of (x) $45.0 million payable in common shares of Bermuda NewCo upon the achievement of certain financial milestones, and (y) $2.75 million common shares of Bermuda NewCo.
At the closing of the transaction, the combined company will be rebranded as Kestrel Group and its common shares will be listed on the NASDAQ Capital Market ("Nasdaq") under the symbol “KG,” subject to official notice of issuance.
Following closing of the transaction, Kestrel will continue to write business through its use of A.M. Best A- FSC XV insurance carriers including Sierra Specialty Insurance Company, Rochdale Insurance Company, Park National Insurance Company, and Republic Fire and Casualty Insurance Company (collectively, the “Insurers”), all subsidiaries of AmTrust. In connection with the transaction, the combined company will have the option to acquire the Insurers from AmTrust.
Following completion of the transaction, the board of directors of the combined company will consist of seven directors, made up of four directors selected by an affiliate of Kestrel Intermediate Ledbetter Holdings LLC, two of whom will be independent under applicable securities laws and stock exchange rules, and three directors selected by AmTrust, two of whom will be independent under applicable securities laws and stock exchange rules.
On April 29, 2025, at a Special Meeting of shareholders, all proposals related to Maiden’s proposed business combination with Kestrel were approved by Maiden’s shareholders. The transaction remains subject to customary closing conditions, the approval of listing of the shares of the combined company on the Nasdaq (subject to official notice of issuance) and receiving the final regulatory approvals. Closing is currently expected to occur during the second quarter of 2025.
2. Significant Accounting Policies
9
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
3. Segment Information
The Company currently has two reportable segments: Diversified Reinsurance and AmTrust Reinsurance. Our Diversified Reinsurance segment consists of a portfolio of predominantly property and casualty reinsurance business focusing on regional and specialty property and casualty insurance companies located primarily in Europe. This segment also includes transactions entered into by GLS as described in Note 1. Basis of Presentation. Our AmTrust Reinsurance segment includes all business ceded to Maiden Reinsurance by AmTrust, primarily the quota share reinsurance agreement (“AmTrust Quota Share”) between Maiden Reinsurance and AmTrust’s wholly owned subsidiary, AmTrust International Insurance, Ltd. (“AII”) and the European hospital liability quota share reinsurance contract ("European Hospital Liability Quota Share") with AmTrust’s wholly owned subsidiaries, AmTrust Europe Limited ("AEL") and AmTrust International Underwriters DAC ("AIU DAC"), which are both in run-off effective January 1, 2019. Please refer to Note 10. Related Party Transactions for additional information regarding the AmTrust Reinsurance segment.
The Company evaluates segment performance based on segment profit separately from the results of our investment portfolio. Underwriting income or loss is calculated as net premiums earned plus other insurance revenue less net loss and LAE, commission and other acquisition expenses. General and administrative expenses are allocated to the segments on an actual basis except salaries and benefits where management’s judgment is applied; however, general corporate expenses are not allocated to the segments. In determining total assets by reportable segment, the Company identifies those assets that are attributable to a particular segment such as reinsurance balances receivable, reinsurance recoverable on unpaid losses, deferred commission and other acquisition expenses, funds withheld receivable, loan to related party and restricted cash and investments. All remaining assets are allocated to Corporate.
The CODM for both the Diversified Reinsurance and the AmTrust Reinsurance segments is the Company's Chief Executive Officer and Chief Financial Officer who has served in that position since May 2023. The significant segment expenses as reported in the computation of underwriting results in the tables below are used by the Company's CODM in assessing segment performance on a quarterly basis and deciding how to allocate resources within the Company.
The following tables summarize the underwriting results of our reportable segments and the reconciliation of our reportable segments' underwriting results to consolidated net loss for the three months ended March 31, 2025 and 2024, respectively:
| For the Three Months Ended March 31, 2025 | Diversified Reinsurance | AmTrust Reinsurance | Total | |||||||||||||||||
Gross premiums written | $ | $ | ( | $ | ||||||||||||||||
Net premiums written | $ | $ | ( | $ | ||||||||||||||||
Net premiums earned | $ | $ | $ | |||||||||||||||||
| Net loss and LAE | ||||||||||||||||||||
Commission and other acquisition expenses | ( | ( | ( | |||||||||||||||||
General and administrative expenses | ( | ( | ( | |||||||||||||||||
Underwriting income | $ | $ | ||||||||||||||||||
Reconciliation to net loss | ||||||||||||||||||||
Net investment income and net realized and unrealized investment gains | ||||||||||||||||||||
Interest and amortization expenses | ( | |||||||||||||||||||
Foreign exchange and other losses, net | ( | |||||||||||||||||||
Other general and administrative expenses | ( | |||||||||||||||||||
Income tax expense | ( | |||||||||||||||||||
Interest in loss of equity method investments | ( | |||||||||||||||||||
Net loss | $ | ( | ||||||||||||||||||
Underwriting income for the AmTrust Reinsurance segment above included the following items for the three months ended March 31, 2025 that were specifically considered by the CODM in assessing segment performance:
• Commission and other acquisition expenses included accelerated amortization of deferred acquisition costs upon the recognition of a premium deficiency of $1,255 in the AmTrust Quota Share for the three months ended March 31, 2025.
•Net loss and LAE was offset by amortization of the deferred gain liability of $5,888 on the LPT/ADC Agreement for the three months ended March 31, 2025 since cumulative paid losses exceed the minimum risk retention under the LPT/ADC Agreement.
10
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
3. Segment Information (continued)
| For the Three Months Ended March 31, 2024 | Diversified Reinsurance | AmTrust Reinsurance | Total | |||||||||||||||||
Gross premiums written | $ | $ | ( | $ | ||||||||||||||||
Net premiums written | $ | $ | ( | $ | ||||||||||||||||
Net premiums earned | $ | $ | $ | |||||||||||||||||
Other insurance revenue | ||||||||||||||||||||
Net loss and LAE | ( | ( | ( | |||||||||||||||||
Commission and other acquisition expenses | ( | ( | ( | |||||||||||||||||
General and administrative expenses | ( | ( | ( | |||||||||||||||||
Underwriting loss | $ | ( | $ | ( | ( | |||||||||||||||
Reconciliation to net income | ||||||||||||||||||||
Net investment income and net realized and unrealized investment gains | ||||||||||||||||||||
Interest and amortization expenses | ( | |||||||||||||||||||
Foreign exchange and other gains, net | ||||||||||||||||||||
Other general and administrative expenses | ( | |||||||||||||||||||
Income tax expense | ( | |||||||||||||||||||
Interest in income from equity method investments | ||||||||||||||||||||
Net income | $ | |||||||||||||||||||
11
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
3. Segment Information (continued)
The following tables summarize the financial position of the Company's reportable segments including a reconciliation to the Company's consolidated total assets at March 31, 2025 and December 31, 2024:
| March 31, 2025 | Diversified Reinsurance | AmTrust Reinsurance | Total | |||||||||||||||||
Reinsurance balances receivable, net | $ | $ | $ | |||||||||||||||||
Reinsurance recoverable on unpaid losses | ||||||||||||||||||||
Deferred commission and other acquisition expenses | ||||||||||||||||||||
Loan to related party | ||||||||||||||||||||
Restricted cash and cash equivalents and investments | ||||||||||||||||||||
Funds withheld receivable | ||||||||||||||||||||
Other assets | ||||||||||||||||||||
Total assets - reportable segments | ||||||||||||||||||||
Corporate assets | ||||||||||||||||||||
Assets held for sale | ||||||||||||||||||||
Total Assets | $ | $ | $ | |||||||||||||||||
| December 31, 2024 | Diversified Reinsurance | AmTrust Reinsurance | Total | |||||||||||||||||
Reinsurance balances receivable, net | $ | $ | $ | |||||||||||||||||
Reinsurance recoverable on unpaid losses | ||||||||||||||||||||
Deferred commission and other acquisition expenses | ||||||||||||||||||||
Loan to related party | ||||||||||||||||||||
Restricted cash and cash equivalents and investments | ||||||||||||||||||||
Funds withheld receivable | ||||||||||||||||||||
Other assets | ||||||||||||||||||||
Total assets - reportable segments | ||||||||||||||||||||
Corporate assets | ||||||||||||||||||||
Assets held for sale | ||||||||||||||||||||
Total Assets | $ | $ | $ | |||||||||||||||||
12
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
3. Segment Information (continued)
The financial information relating to net premiums written by major line of business and reportable segment for the three months ended March 31, 2025 and 2024 are detailed below:
| For the Three Months Ended March 31, | 2025 | 2024 | ||||||||||||
Net premiums written | Total | Total | ||||||||||||
Diversified Reinsurance | ||||||||||||||
International | $ | $ | ||||||||||||
Total Diversified Reinsurance | ||||||||||||||
AmTrust Reinsurance | ||||||||||||||
Small Commercial Business | ( | ( | ||||||||||||
Specialty Program | ( | |||||||||||||
Specialty Risk and Extended Warranty | ( | |||||||||||||
Total AmTrust Reinsurance | ( | ( | ||||||||||||
Total Net Premiums Written | $ | $ | ||||||||||||
The financial information for net premiums earned by major line of business and reportable segment for the three months ended March 31, 2025 and 2024 are detailed below:
| For the Three Months Ended March 31, | 2025 | 2024 | ||||||||||||
Net premiums earned | Total | Total | ||||||||||||
Diversified Reinsurance | ||||||||||||||
International | $ | $ | ||||||||||||
Total Diversified Reinsurance | ||||||||||||||
AmTrust Reinsurance | ||||||||||||||
Small Commercial Business | ( | ( | ||||||||||||
Specialty Program | ( | |||||||||||||
Specialty Risk and Extended Warranty | ||||||||||||||
Total AmTrust Reinsurance | ||||||||||||||
Total Net Premiums Earned | $ | $ | ||||||||||||
13
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
4. Investments
The Company holds: (i) available-for-sale ("AFS") portfolios of fixed maturity and equity securities, carried at fair value; (ii) other investments, of which certain investments are carried at fair value and investments in direct lending entities are carried at cost less impairment; (iii) equity method investments; and (iv) funds held - directly managed.
a)Fixed Maturities
The amortized cost, gross unrealized gains and losses, and fair value of fixed maturities at March 31, 2025 and December 31, 2024 are as follows:
| March 31, 2025 | Original or amortized cost | Gross unrealized gains | Gross unrealized losses | Fair value | ||||||||||||||||||||||
U.S. treasury bonds | $ | $ | $ | ( | $ | |||||||||||||||||||||
U.S. agency bonds – mortgage-backed | ( | |||||||||||||||||||||||||
| Non-U.S. government bonds | ( | |||||||||||||||||||||||||
| Collateralized loan obligations | ( | |||||||||||||||||||||||||
Corporate bonds | ( | |||||||||||||||||||||||||
Total fixed maturity investments | $ | $ | $ | ( | $ | |||||||||||||||||||||
| December 31, 2024 | Original or amortized cost | Gross unrealized gains | Gross unrealized losses | Fair value | ||||||||||||||||||||||
U.S. treasury bonds | $ | $ | $ | $ | ||||||||||||||||||||||
U.S. agency bonds – mortgage-backed | ( | |||||||||||||||||||||||||
| Non-U.S. government bonds | ( | |||||||||||||||||||||||||
| Collateralized loan obligations | ( | |||||||||||||||||||||||||
Corporate bonds | ( | |||||||||||||||||||||||||
Total fixed maturity investments | $ | $ | $ | ( | $ | |||||||||||||||||||||
The Company separately presents the accrued interest receivable balance on its AFS fixed maturity investments on the Condensed Consolidated Balance Sheets under accrued investment income. The amount of accrued interest receivable on AFS securities was $661 at March 31, 2025 (December 31, 2024: $1,088 ). The Company has elected the practical expedient to exclude accrued interest from both the fair value and the amortized cost basis of the AFS fixed maturity securities for the purposes of identifying and measuring any impairments under the allowance for expected credit losses standard adopted on January 1, 2023. Write-offs of accrued interest receivable balances are recognized in net investment gains and losses in the period in which they are deemed uncollectible. There was no
The contractual maturities of our fixed maturities are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
| March 31, 2025 | Amortized cost | Fair value | ||||||||||||
Due in one year or less | $ | $ | ||||||||||||
Due after one year through five years | ||||||||||||||
Due after five years through ten years | ||||||||||||||
U.S. agency bonds – mortgage-backed | ||||||||||||||
| Collateralized loan obligations | ||||||||||||||
Total fixed maturity investments | $ | $ | ||||||||||||
14
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
4. Investments (continued)
The following tables summarize fixed maturities in an unrealized loss position and the aggregate fair value and gross unrealized loss by length of time the security has continuously been in an unrealized loss position:
| Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||||||||||||||||
| March 31, 2025 | Fair value | Unrealized losses | Fair value | Unrealized losses | Fair value | Unrealized losses | ||||||||||||||||||||||||||||||||
U.S. treasury bonds | $ | $ | ( | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||||||
U.S. agency bonds – mortgage-backed | ( | ( | ||||||||||||||||||||||||||||||||||||
| Non-U.S. government bonds | ( | ( | ||||||||||||||||||||||||||||||||||||
| Collateralized loan obligations | ( | ( | ||||||||||||||||||||||||||||||||||||
Corporate bonds | ( | ( | ||||||||||||||||||||||||||||||||||||
Total temporarily impaired fixed maturities | $ | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||
At March 31, 2025, there were 30 securities in an unrealized loss position with a fair value of $124,930 and unrealized losses of $3,527 . Of these securities in an unrealized loss position, there were 24 securities in our portfolio that have been in an unrealized loss position for twelve months or greater with a fair value of $64,325 and unrealized losses of $3,525 .
| Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||||||||||||||||
| December 31, 2024 | Fair value | Unrealized losses | Fair value | Unrealized losses | Fair value | Unrealized losses | ||||||||||||||||||||||||||||||||
U.S. agency bonds – mortgage-backed | $ | $ | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||
| Non-U.S. government bonds | ( | ( | ||||||||||||||||||||||||||||||||||||
| Collateralized loan obligations | ( | ( | ||||||||||||||||||||||||||||||||||||
Corporate bonds | ( | ( | ||||||||||||||||||||||||||||||||||||
Total temporarily impaired fixed maturities | $ | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||
At December 31, 2024, there were 36 securities in an unrealized loss position with a fair value of $112,951 and unrealized losses of $4,243 . Of these securities in an unrealized loss position, there were 35 securities in our portfolio that have been in an unrealized loss position for twelve months or greater with a fair value of $105,562 and unrealized losses of $4,240 .
Allowance for Expected Credit Losses & Non-Credit Related Impairment Costs
The Company evaluates AFS securities for impairment when fair value is below amortized cost on a quarterly basis. If the Company intends to sell or will be required to sell the security before its anticipated recovery, the full amount of the impairment loss is charged to net income (loss) and included in net investment gains (losses). If the Company does not intend to sell or will not be required to sell the security before its anticipated recovery, an allowance for expected credit losses is established and the portion of the loss relating to credit factors is recorded in net income (loss). The non-credit impairment amount of the loss (which could be related to interest rates and/or market conditions) is recognized in other comprehensive income.
To estimate the allowance for expected credit losses for most of the AFS securities, the Company analyzes projected cash flows which are primarily driven by assumptions regarding loss severity, probability of default and projected recovery rates. The Company's determination of default and loss severity rates are based on credit rating, credit analysis and macroeconomic forecasts. Unrealized losses on securities issued or backed, either explicitly or implicitly by the U.S. government are not analyzed for credit losses. The Company has concluded that any possibility of a credit loss on these securities is highly unlikely due to the explicit U.S. government guarantee related to certain securities (e.g., Government National Mortgage Association issuances) and the implicit guarantee related to other securities that has been validated by past actions (e.g., U.S. government bailout of Federal National Mortgage Association and Federal Home Loan Mortgage Corporation during the 2008 credit crisis). Although these securities are not analyzed for credit losses, they are evaluated for impairment based on the Company's intention to sell and likely requirement to sell.
Based on the Company's analysis at March 31, 2025 and 2024, respectively, the unrealized losses on the Company’s AFS fixed maturity securities were due to non-credit factors and were expected to be recovered as the related securities approach maturity. At March 31, 2025, the Company did not intend to sell the securities in an unrealized loss position and it is not more likely than not that the Company will be required to sell these securities before the anticipated recovery of their amortized costs. Therefore, there was no
15
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
4. Investments (continued)
The following tables summarize the credit ratings of our fixed maturities as at March 31, 2025 and December 31, 2024:
| March 31, 2025 | Amortized cost | Fair value | % of Total fair value | |||||||||||||||||
U.S. treasury bonds | $ | $ | % | |||||||||||||||||
U.S. agency bonds – mortgage-backed | % | |||||||||||||||||||
AAA | % | |||||||||||||||||||
AA+, AA, AA- | % | |||||||||||||||||||
A+, A, A- | % | |||||||||||||||||||
BBB+, BBB, BBB- | % | |||||||||||||||||||
Total fixed maturities (1) | $ | $ | % | |||||||||||||||||
| December 31, 2024 | Amortized cost | Fair value | % of Total fair value | |||||||||||||||||
U.S. treasury bonds | $ | $ | % | |||||||||||||||||
U.S. agency bonds – mortgage-backed | % | |||||||||||||||||||
AAA | % | |||||||||||||||||||
AA+, AA, AA- | % | |||||||||||||||||||
A+, A, A- | % | |||||||||||||||||||
BBB+, BBB, BBB- | % | |||||||||||||||||||
BB+ or lower | % | |||||||||||||||||||
Total fixed maturities(1) | $ | $ | % | |||||||||||||||||
b)Other Investments, Equity Securities and Equity Method Investments
Certain of the Company's other investments and equity method investments are subject to restrictions on redemptions and sales that are determined by the governing documents, which could limit our ability to liquidate those investments. These restrictions may include lock-ups, redemption gates, restricted share classes, restrictions on the frequency of redemption and notice periods. A gate is the ability to deny or delay a redemption request. Certain other investments and equity method investments may not have any restrictions governing their sale, but there is no active market and no guarantee that we will be able to execute a sale in a timely manner. In addition, even if certain other investments and equity method investments are not eligible for redemption or sales are restricted, the Company may still receive income distributions from those investments.
Other investments
The table shows the composition of the Company's other investments as of March 31, 2025 and December 31, 2024:
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Carrying value | % of Total | Carrying value | % of Total | |||||||||||||||||||||||
| Privately held equity investments | $ | % | $ | % | ||||||||||||||||||||||
| Private equity funds | % | % | ||||||||||||||||||||||||
| Private credit investments | % | % | ||||||||||||||||||||||||
| Investments in direct lending entities (at cost) | % | % | ||||||||||||||||||||||||
| Total other investments | $ | % | $ | % | ||||||||||||||||||||||
The collateralized investments in direct lending entities of $85,975 at March 31, 2025 (December 31, 2024: $83,683 ) are carried at cost less an allowance for expected credit losses, with any indication of credit loss recognized in net income when determined. An allowance for expected credit losses of $1,023
16
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
4. Investments (continued)
Equity Securities
Equity securities currently include privately held equity investments in common and preferred stocks. The Company's privately held equity investments in common and preferred stocks are direct investments in companies that the Company believes offer attractive risk adjusted returns or offer other strategic advantages. Each investment may have its own unique terms and conditions and there may be restrictions on disposals. There is no active market for these investments.
The following table provides the cost and fair values of the equity securities held at March 31, 2025 and December 31, 2024:
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Cost | Fair Value | Cost | Fair Value | |||||||||||||||||||||||
| Privately held common stocks | $ | $ | $ | $ | ||||||||||||||||||||||
| Privately held preferred stocks | ||||||||||||||||||||||||||
| Total equity securities | $ | $ | $ | $ | ||||||||||||||||||||||
All of the privately held securities held at March 31, 2025 are subject to contractual sale restrictions. Each of these investments are subject to agreements that restrict the transfer, sale, and indemnification of these privately held investments indefinitely. The Company must hold these shares indefinitely unless the investee's shares are registered with the SEC and qualified by state authorities, or until an exemption from such registration and qualification requirements may become available.
| Fair Value | Remaining duration of restrictions | Nature of contractual sale restrictions | Circumstances that could cause a lapse in restrictions | |||||||||||||||||||||||
| Privately held common stocks | $ | Indefinite | The Purchaser must hold the restricted shares indefinitely | Registration of securities with the SEC or if exemption is available | ||||||||||||||||||||||
| Privately held preferred stocks | Indefinite | The Purchaser must hold the restricted shares indefinitely | Registration of securities with the SEC or if exemption is available | |||||||||||||||||||||||
| Total equity securities subject to contractual sale restrictions | $ | |||||||||||||||||||||||||
Equity Method Investments
The equity method investments currently include real estate investments and other investments. The table below shows the carrying value of the Company's equity method investments as of March 31, 2025 and December 31, 2024:
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Carrying Value | % of Total | Carrying Value | % of Total | |||||||||||||||||||||||
| Real estate investments | $ | % | $ | % | ||||||||||||||||||||||
| Other investments | % | % | ||||||||||||||||||||||||
| Total equity method investments | $ | % | $ | % | ||||||||||||||||||||||
The equity method investments above include limited partnerships which are variable interests issued by variable interest entities ("VIEs"). The Company does not have the power to direct the activities that are most significant to the economic performance of these VIEs, therefore, the Company is not the primary beneficiary of these VIEs. The Company is deemed to have limited influence over the operating and financial policies of the investee and accordingly, these investments are reported under the equity method of accounting. In applying the equity method of accounting, the investments are initially recorded at cost and are subsequently adjusted based on the Company’s proportionate share of the investee's net income or loss. Generally, the maximum exposure to loss on these interests is limited to the amount of commitment made by the Company as more fully described in Note 11 - Commitments, Contingencies and Guarantees in these condensed consolidated financial statements.
17
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
4. Investments (continued)
The table below shows the carrying value and beneficial ownership percentage of the Company's equity method investments as of March 31, 2025, the summarized financial data of each equity method investment for the year ended December 31, 2024, and the Company's interest in income (loss) of equity method investments for the three months ended March 31, 2025:
| March 31, 2025 | For the Year Ended December 31, 2024 | For the Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||
| Carrying Value | Beneficial Ownership | Investee Revenue(1) | Investee net income (loss)(1) | Equity in income (loss) of investee | ||||||||||||||||||||||||||||
USQ Risk(2) | $ | % | $ | $ | $ | |||||||||||||||||||||||||||
| Silverstone Venture 1 | % | ( | ( | |||||||||||||||||||||||||||||
| Silverstone Venture 2 | % | |||||||||||||||||||||||||||||||
| Silverstone Venture 3 | % | ( | ||||||||||||||||||||||||||||||
| Extell Hudson Waterfront Holdings | % | |||||||||||||||||||||||||||||||
| Seiden LP & Seiden MGMT LP | % | ( | ( | |||||||||||||||||||||||||||||
| Total equity method investments | $ | $ | ( | |||||||||||||||||||||||||||||
(1) The Company has included summarized financial data of its equity method investees for the year ended December 31, 2024 as this period represents the most recent audited financial statements available at the time of filing the Company's Form 10-Q for the three months ended March 31, 2025.
(2) Please refer to Note 15. Subsequent Events for details regarding the recent sale of USQ Risk subsequent to March 31, 2025.
c)Net Investment Income
Net investment income was derived from the following sources for the three months ended March 31, 2025 and 2024:
| For the Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
Fixed maturities | $ | $ | ||||||||||||
| Income on funds withheld | ||||||||||||||
| Interest income from net loan receivable from related party | ||||||||||||||
| Other investments | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
Investment expenses | ( | ( | ||||||||||||
Net investment income | $ | $ | ||||||||||||
d) Net Realized and Unrealized Investment Gains (Losses)
Realized gains or losses on the sale of investments are determined on the basis of the first in first out cost method. The following tables show the net realized and unrealized investment gains (losses) included in the Condensed Consolidated Statements of Income for the three months ended March 31, 2025 and 2024:
| For the Three Months Ended March 31, 2025 | Gross gains | Gross losses | Net | |||||||||||||||||
Fixed maturities | $ | $ | ( | $ | ( | |||||||||||||||
| Equity securities | ( | ( | ||||||||||||||||||
Other investments | ( | |||||||||||||||||||
| Net realized and unrealized investment gains (losses) | $ | $ | ( | $ | ||||||||||||||||
| For the Three Months Ended March 31, 2024 | Gross gains | Gross losses | Net | |||||||||||||||||
Fixed maturities | $ | $ | ( | $ | ( | |||||||||||||||
| Equity securities | ( | ( | ||||||||||||||||||
Other investments | ( | |||||||||||||||||||
| Net realized and unrealized investment gains (losses) | $ | $ | ( | $ | ||||||||||||||||
18
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
4. Investments (continued)
Realized and unrealized gains and losses from equity securities detailed above include both sales and distributions of equity securities and unrealized gains and losses coming from fair value changes.
Net unrealized losses recognized for equity securities still held at the reporting date for the three months ended March 31, 2025 and 2024, respectively, included:
| For the Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
Net losses recognized for equity securities | $ | ( | $ | ( | ||||||||||
Net gains recognized for equity securities divested | ||||||||||||||
Net unrealized losses recognized for equity securities still held at the reporting date | $ | ( | $ | ( | ||||||||||
Proceeds from sales of fixed maturity investments were $1,788 for the three months ended March 31, 2025 (2024: $23,835 ).
Net unrealized losses included in accumulated other comprehensive income ("AOCI") were as follows at March 31, 2025 and December 31, 2024, respectively:
| March 31, 2025 | December 31, 2024 | |||||||||||||
Net unrealized losses on fixed maturity investments | $ | ( | $ | ( | ||||||||||
Net unrealized losses on held for sale AFS investments | ( | ( | ||||||||||||
| Total net unrealized losses | ( | ( | ||||||||||||
Net unrealized losses, net of deferred income tax | $ | ( | $ | ( | ||||||||||
Change, net of deferred income tax | $ | $ | ||||||||||||
e)Restricted Cash and Cash Equivalents and Investments
The Company is required to provide collateral for its reinsurance liabilities under various reinsurance agreements and utilizes trust accounts to collateralize business with reinsurance counterparties. The assets in trust as collateral are primarily cash and highly rated fixed maturities. The fair values of restricted assets at March 31, 2025 and December 31, 2024 are:
| March 31, 2025 | December 31, 2024 | |||||||||||||
| Restricted cash – third party agreements | $ | $ | ||||||||||||
| Restricted cash – related party agreements | ||||||||||||||
| Total restricted cash | ||||||||||||||
Restricted investments – in trust for third party agreements at fair value (amortized cost: 2025 – $ | ||||||||||||||
Restricted investments – in trust for related party agreements at fair value (amortized cost: 2025 – $ | ||||||||||||||
Total restricted investments | ||||||||||||||
Total restricted cash and investments | $ | $ | ||||||||||||
19
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
5. Fair Value of Financial Instruments
(a) Fair Values of Financial Instruments
Fair Value Measurements — Accounting Standards Codification Topic 820, "Fair Value Measurements and Disclosures" ("ASC 820") defines fair value as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between open market participants at the measurement date. Additionally, ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy is broken down into three levels based on the reliability of inputs:
•Level 1 — Valuations based on unadjusted quoted market prices for identical assets or liabilities that we have the ability to access. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Examples of assets and liabilities utilizing Level 1 inputs include: U.S. Treasury bonds; and publicly traded equity securities;
•Level 2 — Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, or valuations based on models where the significant inputs are observable (e.g. interest rates, yield curves, prepayment speeds, default rates, loss severity, etc.) or can be corroborated by observable market data. Examples of assets and liabilities utilizing Level 2 inputs include: U.S. government-sponsored agency securities; non-U.S. government and supranational obligations; commercial mortgage-backed securities ("CMBS"); collateralized loan obligations ("CLO"); corporate and municipal bonds; and
•Level 3 — Valuations based on models where significant inputs are not observable. The unobservable inputs reflect our own assumptions about assumptions that market participants would use developed on the basis of the best information available in the particular circumstances. Examples of assets and liabilities utilizing Level 3 inputs include: an investment in preference shares of a start-up insurance producer.
The availability of observable inputs can vary and is affected by a wide variety of factors, including, for example, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires significantly more judgment. Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized in the Level 3 hierarchy.
The Company uses prices and inputs that are current as at the measurement date. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified between hierarchy levels.
For investments that have quoted market prices in active markets, the Company uses the quoted market prices as fair value and includes these in the Level 1 hierarchy. The Company receives the quoted market prices from a third party nationally recognized provider ("the Pricing Service"). When quoted market prices are unavailable, the Company utilizes the Pricing Service to determine an estimate of fair value. The fair value estimates are included in the Level 2 hierarchy. The Company will challenge any prices for its investments which are considered not to be representative of fair value.
If quoted market prices and an estimate from the Pricing Service are unavailable, the Company produces an estimate of fair value based on dealer quotations for recent activity in positions with the same or similar characteristics to that being valued. The Company determines whether the fair value estimate is in the Level 2 or Level 3 hierarchy depending on the level of observable inputs available when estimating the fair value. The Company bases its estimates of fair values for assets on the bid price as it represents what a third party market participant would be willing to pay in an orderly transaction.
ASC 825, "Disclosure About Fair Value of Financial Instruments", requires all entities to disclose the fair value of their financial instruments for assets and liabilities recognized and not recognized in the balance sheet, for which it is practicable to estimate fair value. The following describes the valuation techniques used by the Company to determine the fair value of financial instruments that are measured at fair value on a recurring basis held at March 31, 2025 and December 31, 2024.
U.S. government and U.S. agency bonds — Bonds issued by the U.S. Treasury, the Federal Home Loan Bank, the Federal Home Loan Mortgage Corporation, Government National Mortgage Association, Federal National Mortgage Association and the Federal Farm Credit Banks Funding Corporation. The fair values of U.S. treasury bonds are based on quoted market prices in active markets, and are included in the Level 1 fair value hierarchy. We believe the market for U.S. treasury bonds is an actively traded market given the high level of daily trading volume. The fair values of U.S. agency bonds are determined using the spread above the risk-free yield curve. As the yields for the risk-free yield curve and the spreads for these securities are observable market inputs, the fair values of U.S. agency bonds are included in the Level 2 fair value hierarchy.
Non-U.S. government bonds — These securities are generally priced by independent pricing services. The Pricing Service may use current market trades for securities with similar quality, maturity and coupon. If no such trades are available, the Pricing Service typically uses analytical models which may incorporate spreads, interest rate data and market/sector news. As the significant inputs used to price non-U.S. government bonds are observable market inputs, the fair values of non-U.S. government bonds are included in the Level 2 fair value hierarchy.
20
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
5. Fair Value of Financial Instruments (continued)
Collateralized loan obligations ("CLO") - These asset backed securities are originated by a variety of financial institutions that on acquisition are rated BBB-/Baa3 or higher. These securities are priced by independent pricing services and brokers. The pricing provider applies dealer quotes and other available trade information, prepayment speeds, yield curves and credit spreads to the valuation. As the significant inputs used to price the CLO are observable market inputs, the fair values are included in the Level 2 fair value hierarchy.
Commercial mortgage-backed securities ("CMBS") - These asset backed securities are originated by a variety of financial institutions that on acquisition are rated BBB-/Baa3 or higher. These securities are priced by independent pricing services and brokers. The pricing provider applies dealer quotes and other available trade information, prepayment speeds, yield curves and credit spreads to the valuation. As the significant inputs used to price the CMBS are observable market inputs, the fair values are included in the Level 2 fair value hierarchy.
Corporate and municipal bonds — Bonds issued by corporations, U.S. state and municipality entities or agencies that on acquisition are rated BBB-/Baa3 or higher. These securities are generally priced by independent pricing services. The credit spreads are sourced from broker/dealers, trade prices and new issue market. Where pricing is unavailable from pricing services, custodian pricing or non-binding quotes are obtained from broker-dealers to estimate fair values. As significant inputs used to price corporate and municipal bonds are observable market inputs, fair values are included in the Level 2 fair value hierarchy.
Equity securities - Equity securities can include both publicly traded and privately held common and preferred stocks. The fair value of publicly traded common and preferred stocks is primarily priced by pricing services, reflecting the closing price quoted for the final trading day of the period. These investments are carried at fair value using observable market pricing data and is included in the Level 1 fair value hierarchy. Any unrealized gains or losses on the investment is recorded in net income in the reporting period in which it occurs. The privately held common and preferred stocks are valued using significant inputs that are unobservable where there is little or no market activity. Unadjusted third party pricing sources or management's assumptions and internal valuation models may be used to determine the fair values, therefore, these investments are classified as Level 3 in the fair value hierarchy. For investments without a readily determinable fair value, the measurement alternative can be elected to report the qualifying investment at cost, less impairment if any, plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer.
Other investments — Includes unquoted investments comprised of the following types of investments:
•Privately held equity investments: These are direct equity investments in common and preferred stock of privately held entities. The fair values are estimated using quarterly financial statements and/or recent private market transactions and thus are included under Level 3 of the fair value hierarchy due to unobservable market data used for valuation.
•Private credit investments: These are privately held equity investments in common stock of entities that lend money valued using the most recently available or quarterly net asset value ("NAV") statements as provided by the external fund manager or third-party administrator and therefore measured using the NAV as a practical expedient.
•Private equity funds: These are comprised of private equity funds, private equity co-investments with sponsoring entities and investments in real estate limited partnerships and joint ventures. The fair value is estimated based on the most recently available NAV as advised by the external fund manager or third-party administrator. The fair values are therefore measured using the NAV as a practical expedient.
•Due to a lag in the valuations of certain funds reported by the investment managers, the Company may record changes in valuation with up to a three-month lag. The Company regularly reviews and discusses fund performance with the investment managers or sponsors to corroborate the reasonableness of the reported NAV and to assess whether any events have occurred within the lag period that would affect the valuation of the investments.
Derivative Instruments - The Company entered into a reinsurance contract that is accounted for as a derivative. This reinsurance contract provides indemnification to an insured or cedant as a result of a change in a variable as opposed to an identifiable insurable event. The Company considers this contract to be part of its underwriting operations. This derivative is initially valued at cost which approximates fair value. In subsequent measurement periods, the fair value of this derivative is determined using internally developed discounted cash flow models using appropriate discount rates. The selection of an appropriate discount rate is judgmental and is the most significant unobservable input used in the valuation of this derivative. The fair value changes in underwriting-related derivative instruments is included within other insurance revenue (expense), net.
The derivative liability on retroactive reinsurance is presented as part of accrued expenses and other liabilities. A significant increase (decrease) in this input in isolation may result in a significantly lower (higher) fair value measurement for the derivative contract. As the significant inputs used to price these derivatives are unobservable, the fair values of this contract is classified as Level 3 in the fair value hierarchy.
(b) Fair Value Hierarchy
The Company’s estimates of fair value for financial assets and financial liabilities are based on the framework established in ASC 820. The framework is based on the inputs used in valuation and gives the highest priority to quoted prices in active markets and requires that observable inputs be used in the valuation methodology whenever available. In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active trading markets and the lowest priority to unobservable inputs that reflect significant market assumptions.
21
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
5. Fair Value of Financial Instruments (continued)
At March 31, 2025 and December 31, 2024, the Company classified its financial instruments measured at fair value on a recurring basis in the following valuation hierarchy:
| March 31, 2025 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Fair Value Based on NAV Practical Expedient | Total Fair Value | |||||||||||||||||||||||||||
| Fixed maturities | ||||||||||||||||||||||||||||||||
| U.S. treasury bonds | $ | $ | $ | $ | — | $ | ||||||||||||||||||||||||||
| U.S. agency bonds – mortgage-backed | — | |||||||||||||||||||||||||||||||
| Non-U.S. government bonds | — | |||||||||||||||||||||||||||||||
| Collateralized loan obligations | — | |||||||||||||||||||||||||||||||
| Corporate bonds | — | |||||||||||||||||||||||||||||||
| Equity securities | ||||||||||||||||||||||||||||||||
Other investments | ||||||||||||||||||||||||||||||||
| Total investments | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| As a percentage of total assets | ||||||||||||||||||||||||||||||||
| Underwriting-related derivative liability | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| December 31, 2024 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Fair Value Based on NAV Practical Expedient | Total Fair Value | |||||||||||||||||||||||||||
| Fixed maturities | ||||||||||||||||||||||||||||||||
| U.S. treasury bonds | $ | $ | $ | $ | — | $ | ||||||||||||||||||||||||||
| U.S. agency bonds – mortgage-backed | — | |||||||||||||||||||||||||||||||
| Non-U.S. government bonds | — | |||||||||||||||||||||||||||||||
| Collateralized loan obligations | — | |||||||||||||||||||||||||||||||
| Corporate bonds | — | |||||||||||||||||||||||||||||||
| Equity securities | ||||||||||||||||||||||||||||||||
Other investments | ||||||||||||||||||||||||||||||||
| Total investments | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
As a percentage of total assets | ||||||||||||||||||||||||||||||||
| Underwriting-related derivative liability | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
The Company utilizes the Pricing Service to assist in determining the fair value of its investments; however, management is ultimately responsible for all fair values presented in the Company’s consolidated financial statements. This includes responsibility for monitoring the fair value process, ensuring objective and reliable valuation practices, and pricing of assets and liabilities and use of pricing sources. The Company analyzes and reviews the information and prices received from the Pricing Service to ensure that the prices provided represent a reasonable estimate of fair value.
The Pricing Service was utilized to estimate fair value measurements for 100.0 % of our fixed maturities at March 31, 2025 and December 31, 2024, respectively. The Pricing Service utilizes market quotations for fixed maturity securities that have quoted market prices in active markets. Since fixed maturities other than U.S. treasury bonds generally do not trade actively on a daily basis, the Pricing Service prepares estimates of fair value measurements using relevant market data, benchmark curves, sector groupings and matrix pricing and these have been classified as Level 2 within the fair value hierarchy.
At March 31, 2025 and December 31, 2024, respectively, approximately 0.0 % of our fixed maturities were valued using the market approach. At March 31, 2025 and December 31, 2024, no
22
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
5. Fair Value of Financial Instruments (continued)
(c) Level 3 Financial Instruments
At March 31, 2025, the Company holds Level 3 financial instruments which currently consist of privately held investments of $49,140 (December 31, 2024: $48,001 ) and an underwriting-related derivative liability of $3,984 (December 31, 2024: $3,984 ) on a reinsurance contract written by GLS which is included in accrued expenses and other liabilities.
The fair value of privately held equity securities are estimated using quarterly unaudited capital or financial statements provided by the investee or recent private market transactions, where applicable. Any changes to the financial information provided by the investee could result in a significantly higher or lower valuation at the reporting date. The fair value of underwriting-related derivative instruments is determined using a discounted cash flow model in which the Company examines current market conditions, historical results as well as contract specific information that may impact future cash flows in order to assess the reasonableness of inputs used in the valuation model. Due to significant unobservable inputs in these valuations, the Company classifies the fair values as Level 3 within the fair value hierarchy.
The following table provides a summary of quantitative information regarding the significant unobservable inputs used in determining the fair value of other investments measured at fair value on a recurring basis under the Level 3 classification at March 31, 2025:
| Fair Value | Valuation Technique | Unobservable Inputs | Range | |||||||||||||||||||||||||||||
| Privately held equity investments - common shares | $ | Quarterly financial statements | Price/book ratios of comparable public companies | |||||||||||||||||||||||||||||
| Privately held equity investments - preferred shares | Quarterly financial statements | Privately calculated enterprise valuations | ||||||||||||||||||||||||||||||
| Total Level 3 investments | $ | |||||||||||||||||||||||||||||||
| Underwriting-related derivative liability | $ | Discounted cash flows | Duration matched discount rates | to | ||||||||||||||||||||||||||||
The following table shows the reconciliation of beginning and ending balances for investments measured at fair value on a recurring basis using Level 3 inputs for the three months ended March 31, 2025 and 2024, respectively. The Company includes any related interest and dividend income in net investment income and are excluded from the reconciliation in the table below:
| For the Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Balance - beginning of period | $ | $ | ||||||||||||
| Total Level 3 investments - end of period | $ | $ | ||||||||||||
(d) Financial Instruments Disclosed, But Not Carried, at Fair Value
The fair value of financial instruments accounting guidance also applies to financial instruments disclosed, but not carried, at fair value, except for certain financial instruments related to insurance contracts.
At March 31, 2025, the carrying values of cash equivalents (including restricted amounts), accrued investment income, reinsurance balances receivable and certain other assets and liabilities approximate fair values due to their inherent short duration. As these financial instruments are not actively traded, the fair values of these financial instruments are classified as Level 2 in the fair value hierarchy.
At March 31, 2025, the carrying value of the loan to related party approximated fair value. The fair value of this loan is primarily determined by estimating expected future cash flows and discounting them using current interest rates for similar loans with similar credit risk. As the loan to related party is not actively traded, its fair value is classified as Level 3 in the fair value hierarchy.
The investments made by direct lending entities are carried at cost less an allowance for expected credit losses, with any indication of credit loss recognized in net income when determined. The net carrying value of these investments approximates their fair value at the reporting date. The fair value estimates of these investments are not based on observable market data and therefore are classified as Level 3 in the fair value hierarchy.
For equity securities and other investments without a readily determinable fair value, the measurement alternative was elected to report the qualifying investment at cost, less impairment if any, plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer.
The fair values of the Company's outstanding Senior Notes (as defined in Note 7. Long-Term Debt) are based on indicative market pricing obtained from a third-party pricing service which uses observable market inputs, and therefore the fair values of these liabilities are classified as Level 2 in the fair value hierarchy.
23
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
5. Fair Value of Financial Instruments (continued)
The following table presents the respective carrying value and fair value for the Senior Notes as at March 31, 2025 and December 31, 2024:
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||||||||
Senior Notes - MHLA – | $ | $ | $ | $ | ||||||||||||||||||||||
Senior Notes - MHNC – | ||||||||||||||||||||||||||
| Total Senior Notes | $ | $ | $ | $ | ||||||||||||||||||||||
24
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
6. Shareholders' Equity
a)Common Shares
On May 3, 2023 at its Annual General Meeting of Shareholders, the Company's common shareholders approved the increase in the authorized share capital of the Company from $1,500 divided into 150,000,000 shares of par value $0.01 each, to $2,000 divided into 200,000,000 shares of par value $0.01 each.
At March 31, 2025, the aggregate authorized share capital of the Company is 200,000,000 shares from which 151,310,133 common shares were issued, of which 99,682,710 common shares are outstanding, and 51,627,423 shares are treasury shares (please see Note 6. (b) Treasury Shares below for additional information).
The remaining 48,689,867 shares are undesignated at March 31, 2025. At March 31, 2025, 1,024,299 common shares will be issued and outstanding upon vesting of restricted shares, and 1,291,729 common shares remaining are reserved for issuance under the 2019 Omnibus Incentive Plan.
b)Treasury Shares
On February 21, 2017, the Company's Board of Directors approved the repurchase of up to $100,000 of the Company's common shares from time to time at market prices. During the three months ended March 31, 2025, Maiden Reinsurance did not repurchase any common shares under the Company's share repurchase plan (March 31, 2024: 352,111 common shares at an average price of $1.91 per share). The Company's remaining authorization is $68,107 68,107
During the three months ended March 31, 2025, the Company repurchased 367,878 common shares (2024: 127,555 ) at an average price per share of $0.80 (2024: $1.79 ) from employees, which represent tax withholding in respect of tax obligations on the vesting of non-performance-based restricted shares.
Treasury shares include 44,750,678 common shares owned by Maiden Reinsurance consisting of 41,439,348 shares issued as part of the exchange for preference shares held ("Exchange") and 3,311,330 shares directly purchased on the open market by Maiden Reinsurance which are not treated as outstanding common shares on the Condensed Consolidated Balance Sheet at March 31, 2025. Please see further information on the Exchange in the Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 10, 2025.
The table below includes the total number of treasury shares outstanding at March 31, 2025 and December 31, 2024:
| March 31, 2025 | December 31, 2024 | |||||||||||||
| Number of shares held by Maiden Reinsurance treated as treasury shares | ||||||||||||||
| Number of treasury shares due to common share repurchases by Maiden Holdings | ||||||||||||||
| Total number of treasury shares at the end of the reporting period | ||||||||||||||
c)AOCI
The following tables set forth financial information regarding the changes in the balances of each component of AOCI:
| For the Three Months Ended March 31, 2025 | Change in net unrealized gains on investment | Foreign currency translation | Total | |||||||||||||||||
| Beginning balance | $ | ( | $ | ( | $ | ( | ||||||||||||||
Net current period other comprehensive income | ||||||||||||||||||||
| Ending balance, Maiden shareholders | $ | ( | $ | ( | $ | ( | ||||||||||||||
| For the Three Months Ended March 31, 2024 | Change in net unrealized gains on investment | Foreign currency translation | Total | |||||||||||||||||
| Beginning balance | $ | ( | $ | ( | $ | ( | ||||||||||||||
Net current period other comprehensive income (loss) | ( | ( | ||||||||||||||||||
| Ending balance, Maiden shareholders | $ | ( | $ | ( | $ | ( | ||||||||||||||
25
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
7. Long-Term Debt
Senior Notes
At March 31, 2025 and December 31, 2024, Maiden Holdings had outstanding publicly-traded senior notes which were issued in 2016 ("2016 Senior Notes") and its wholly owned subsidiary, Maiden Holdings North America, Ltd. ("Maiden NA") had outstanding publicly-traded senior notes which were issued in 2013 ("2013 Senior Notes") (collectively "Senior Notes"). The 2013 Senior Notes issued by Maiden NA are fully and unconditionally guaranteed by Maiden Holdings. The Senior Notes are unsecured and unsubordinated obligations of the Company.
The following tables detail the issuances of Senior Notes outstanding at March 31, 2025 and December 31, 2024:
| March 31, 2025 | 2016 Senior Notes | 2013 Senior Notes | Total | |||||||||||||||||
Principal amount | $ | $ | $ | |||||||||||||||||
| Less: unamortized issuance costs | ||||||||||||||||||||
| Carrying value | $ | $ | $ | |||||||||||||||||
| December 31, 2024 | 2016 Senior Notes | 2013 Senior Notes | Total | |||||||||||||||||
Principal amount | $ | $ | $ | |||||||||||||||||
| Less: unamortized issuance costs | ||||||||||||||||||||
| Carrying value | $ | $ | $ | |||||||||||||||||
| Other details: | ||||||||||||||||||||
| Original debt issuance costs pertaining to remaining outstanding principal amount | $ | $ | ||||||||||||||||||
| Maturity date | June 14, 2046 | December 1, 2043 | ||||||||||||||||||
| Earliest redeemable date (for cash) | June 14, 2021 | December 1, 2018 | ||||||||||||||||||
| Coupon rate | % | % | ||||||||||||||||||
| Effective interest rate | % | % | ||||||||||||||||||
Total interest and amortization expense incurred on the Senior Notes for the three months ended March 31, 2025 was $4,818 (2024: $4,815 ), of which $1,342
Under the terms of the 2013 Senior Notes, the 2013 Senior Notes can be redeemed, in whole or in part, at Maiden NA's option at any time and from time to time, until maturity at a redemption price equal to 100 % of the principal amount of the notes to be redeemed plus accrued but unpaid interest on the principal amount being redeemed to, but not including, the redemption date. Maiden NA is required to give at least thirty days and not more than sixty days notice prior to the redemption date. Please refer to Note 11. Commitments, Contingencies and Guarantees for recent litigation regarding the 2013 Senior Notes.
Under the terms of the 2016 Senior Notes, the 2016 Senior Notes can be redeemed, in whole or in part, at Maiden Holdings' option at any time and from time to time, until maturity at a redemption price equal to 100 % of the principal amount of the notes to be redeemed plus accrued but unpaid interest on the principal amount being redeemed to, but not including, the redemption date. Maiden Holdings is required to give at least thirty days and not more than sixty days notice prior to the redemption date.
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 $100,000 of the Company's Senior Notes from time to time at market prices in open market purchases or as may be privately negotiated. The Company has a remaining authorization of $99,905 for Senior Notes repurchases at March 31, 2025. No
26
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
8. Reinsurance
The Company uses reinsurance and retrocessional agreements ("ceded reinsurance") to mitigate volatility, reduce its exposure to certain risks and provide capital support. Ceded reinsurance provides for the recovery of a portion of loss and LAE under certain circumstances without relieving the Company of its obligations to the policyholders. The Company remains liable to the extent that any of its reinsurers or retrocessionaires fails to meet their obligations. Loss and LAE incurred and premiums earned are reported after deduction for ceded reinsurance. In the event that one or more of our reinsurers or retrocessionaires are unable to meet their obligations under these agreements, the Company would not realize the full value of the reinsurance recoverable balances.
The effect of ceded reinsurance on net premiums written and earned and on net loss and LAE for the three months ended March 31, 2025 and 2024 was as follows:
| For the Three Months Ended March 31, | 2025 | 2024 | ||||||||||||
Premiums written | ||||||||||||||
Direct | $ | $ | ||||||||||||
Assumed | ( | ( | ||||||||||||
Ceded | ( | ( | ||||||||||||
Net | $ | $ | ||||||||||||
Premiums earned | ||||||||||||||
Direct | $ | $ | ||||||||||||
Assumed | ||||||||||||||
Ceded | ( | ( | ||||||||||||
Net | $ | $ | ||||||||||||
Loss and LAE | ||||||||||||||
Gross loss and LAE | $ | $ | ||||||||||||
Loss and LAE ceded | ( | ( | ||||||||||||
Net | $ | ( | $ | |||||||||||
The Company's reinsurance recoverable on unpaid losses balance as at March 31, 2025 was $549,350 (December 31, 2024: $571,331 ) presented in the Condensed Consolidated Balance Sheets. As of March 31, 2025, the total allowance for expected credit losses on the Company's reinsurance recoverable balance was $849 (December 31, 2024: $2,963 ).
The following table provides a reconciliation of the beginning and ending balances of the allowance for expected credit losses on reinsurance recoverable for the three months ended March 31, 2025 and 2024:
| For the Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Allowance for expected credit losses on reinsurance recoverable, beginning of period | $ | $ | ||||||||||||
Decrease in allowance for expected credit losses on reinsurance recoverable where credit losses were previously recognized | ( | ( | ||||||||||||
| Allowance for expected credit losses on reinsurance recoverable, end of period | $ | $ | ||||||||||||
On December 27, 2018, Cavello Bay Reinsurance Limited ("Cavello") and Maiden Reinsurance entered into a retrocession agreement pursuant to which certain assets and liabilities associated with the U.S. treaty reinsurance business held by Maiden Reinsurance were 100.0 % retroceded to Cavello in exchange for a ceding commission. The reinsurance recoverable on unpaid losses due from Cavello under this retrocession agreement was $36,522 at March 31, 2025 (December 31, 2024: $35,357 ). The recoverable due from Cavello is net of an allowance for expected credit losses of $762 as at March 31, 2025 (December 31, 2024: $2,633 ).
On July 31, 2019, Maiden Reinsurance and Cavello entered into a Loss Portfolio Transfer and Adverse Development Cover Agreement ("LPT/ADC Agreement") pursuant to which Cavello assumed the loss reserves as of December 31, 2018 associated with the AmTrust Quota Share in excess of a $2,178,535 retention up to $600,000 , in exchange for a retrocession premium of $445,000 . The $2,178,535 retention is subject to adjustment for paid losses subsequent to December 31, 2018. The LPT/ADC Agreement provides Maiden Reinsurance with $155,000 in adverse development cover over its carried AmTrust Quota Share loss reserves at December 31, 2018. The LPT/ADC Agreement meets the criteria for risk transfer and is thus accounted for as retroactive reinsurance. Cumulative ceded losses exceeding $445,000 are recognized as a deferred gain liability and amortized into income over the settlement period of the ceded reserves in proportion to cumulative losses collected over the estimated ultimate reinsurance recoverable. The amount of the deferral is recalculated each period based on loss payments and updated estimates.
27
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
8. Reinsurance (continued)
As of March 31, 2025, the reinsurance recoverable on unpaid losses under the LPT/ADC Agreement was $509,938 while the deferred gain liability under the LPT/ADC Agreement was $103,968 (December 31, 2024: $532,910 and $104,955 , respectively). The recoverable due under the LPT/ADC Agreement is net of an allowance for expected credit losses of $30 as at March 31, 2025 (December 31, 2024: $319 ). Amortization of the deferred gain was $5,888 for the three months ended March 31, 2025 since cumulative paid losses exceed the minimum risk retention under the LPT/ADC Agreement (year ended December 31, 2024: $4,099 ). At March 31, 2025, $41,045 was remaining in available coverage under the LPT/ADC Agreement (December 31, 2024: $45,946 ).
During the three months ended March 31, 2025, the Company received $28,162 in loss recoveries from Cavello under the LPT/ADC Agreement (year ended December 31, 2024: $20,825 ). The favorable loss development on Workers Compensation business previously commuted back to AmTrust which are contractually covered by the LPT/ADC Agreement reduced the reinsurance recoverable by $— for the three months ended March 31, 2025 (year ended December 31, 2024: $26,200 ).
The table below shows the components of the decrease in the reinsurance recoverable on unpaid losses under the LPT/ADC Agreement for the three months ended March 31, 2025 and the year ended December 31, 2024:
| 2025 | 2024 | |||||||||||||
| Opening Balance | $ | $ | ||||||||||||
Adverse PPD covered under the LPT/ADC Agreement(1) | ||||||||||||||
| Favorable PPD on commuted Workers Compensation business | ( | |||||||||||||
| Recoveries received under the LPT/ADC Agreement | ( | ( | ||||||||||||
| Change in credit loss allowance on reinsurance recoverable under LPT/ADC Agreement | ||||||||||||||
| Reinsurance recoverable on unpaid losses under the LPT/ADC Agreement | $ | $ | ||||||||||||
(1) Adverse PPD covered under the LPT/ADC Agreement for the three months ended March 31, 2025 is due to foreign currency translation adjustments on the re-measurement of net loss reserves and insurance related liabilities denominated in British pound and euro.
The table below shows the components of the decrease in the deferred gain for the LPT/ADC Agreement for the three months ended March 31, 2025 and the year ended December 31, 2024:
| 2025 | 2024 | |||||||||||||
| Opening Balance | $ | $ | ||||||||||||
Adverse PPD covered under the LPT/ADC Agreement(1) | ||||||||||||||
| Favorable PPD on commuted Workers Compensation business | ( | |||||||||||||
| Amortization of deferred gain for the LPT/ADC Agreement | ( | ( | ||||||||||||
| Deferred gain liability for the LPT/ADC Agreement | $ | $ | ||||||||||||
28
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
9. Reserve for Loss and Loss Adjustment Expenses
The Company uses both historical experience and industry-wide loss development factors to provide a reasonable basis for estimating future losses. In the future, certain events may be beyond the control of management, such as changes in law, judicial interpretations of law, and rates of inflation, which may favorably or unfavorably impact the ultimate settlement of the Company’s loss and LAE reserves.
The anticipated effect of inflation is implicitly considered when estimating liabilities for loss and LAE. While anticipated changes in claim costs due to inflation are considered in estimating the ultimate claim costs, changes in the average severity of claims are caused by a number of factors that vary with the individual type of policy written. Ultimate losses are projected based on historical trends adjusted for implemented changes in underwriting standards, claims handling, policy provisions, and general economic trends. Those anticipated trends are monitored based on actual development and are modified if necessary.
The reserving process begins with the collection and analysis of paid losses and incurred claims data for each of the Company's contracts. While reserves are mostly reviewed on a contract by contract basis, paid loss and incurred claims data is also aggregated into reserving segments. The segmental data is disaggregated by reserving class and further disaggregated by either accident year (i.e. the year in which the loss event occurred) or by underwriting year (i.e. the year in which the contract generating the premium and losses incepted). In cases where the Company uses underwriting year information, reserves are subsequently allocated to the respective accident year. The reserve for loss and LAE consists of:
| March 31, 2025 | December 31, 2024 | |||||||||||||
Reserve for reported loss and LAE | $ | $ | ||||||||||||
Reserve for losses incurred but not reported ("IBNR") | ||||||||||||||
Reserve for loss and LAE | $ | $ | ||||||||||||
The following table represents a reconciliation of our beginning and ending gross and net loss and LAE reserves:
| For the Three Months Ended March 31, | 2025 | 2024 | ||||||||||||
Gross loss and LAE reserves, January 1 | $ | $ | ||||||||||||
Less: reinsurance recoverable on unpaid losses, January 1 | ||||||||||||||
Net loss and LAE reserves, January 1 | ||||||||||||||
Net incurred losses related to: | ||||||||||||||
Current year | ||||||||||||||
Prior years | ( | |||||||||||||
| ( | ||||||||||||||
Net paid losses related to: | ||||||||||||||
Current year | ( | ( | ||||||||||||
Prior years | ( | ( | ||||||||||||
| ( | ( | |||||||||||||
| Change in deferred gain on retroactive reinsurance | ( | |||||||||||||
| GLS run-off business acquired or assumed | ( | |||||||||||||
Effect of foreign exchange rate movements | ( | |||||||||||||
| Net loss and LAE reserves, March 31 | ||||||||||||||
| Reinsurance recoverable on unpaid losses, March 31 | ||||||||||||||
| Gross loss and LAE reserves, March 31 | $ | $ | ||||||||||||
Prior period loss development ("PPD") arises from changes to loss estimates recognized in the current year that relate to loss reserves established in previous calendar years. The favorable or unfavorable development reflects changes in management's best estimate of the ultimate losses under the relevant reinsurance policies after considerable review of changes in actuarial assessments.
29
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
9. Reserve for Loss and Loss Adjustment Expenses (continued)
The following table summarizes the (favorable) adverse prior period development experienced in each of our reportable segments for the three months ended March 31, 2025 and 2024:
| For the Three Months Ended March 31, | ||||||||||||||
| Prior Year Loss Development (favorable) adverse | 2025 | 2024 | ||||||||||||
| Diversified Reinsurance | $ | ( | $ | ( | ||||||||||
| AmTrust Reinsurance | ( | |||||||||||||
| Total Prior Year Development | $ | ( | $ | |||||||||||
Diversified Reinsurance Segment
In the Diversified Reinsurance segment, there was favorable PPD of $4,557 for the three months ended March 31, 2025 (2024: favorable $655 ). The favorable PPD for the three months ended March 31, 2025 was primarily driven by favorable development in GLS business lines, and other runoff business. Prior year development for the three months ended March 31, 2024 was driven by favorable development in GLS and other runoff business lines partly offset by adverse development in International business.
AmTrust Reinsurance Segment
The table below shows prior year loss development for the AmTrust Reinsurance segment for the three months ended March 31, 2025 and 2024:
| For the Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Prior Year Loss Development (favorable) adverse | ||||||||||||||
| AmTrust Quota Share | $ | ( | $ | |||||||||||
| LPT/ADC Agreement | ( | ( | ||||||||||||
| European Hospital Liability Quota Share | ||||||||||||||
| Total AmTrust Reinsurance PPD | $ | ( | $ | |||||||||||
In the AmTrust Reinsurance segment, net favorable PPD was $7,804 during the three months ended March 31, 2025 (2024: adverse $7,218 ) as detailed in the table above. Net favorable PPD for the three months ended March 31, 2025 was primarily from amortization of the deferred gain liabilty on the LPT/ADC Agreement of $5,888 which reduced net losses incurred in the current period; in addition there was a reduction of $289 in the credit loss allowance for reinsurance recoverable under the LPT/ADC Agreement for the three months ended March 31, 2025.
Net adverse PPD for the three months ended March 31, 2024 was primarily from the AmTrust Quota Share and European Hospital Liability. In the AmTrust Quota Share, U.S. Program business experienced additional adverse development from construction defect coverage for accident years 2015 to 2018 as new claims emergence was significantly greater than expected; this was partly offset by continued favorable development within Workers Compensation business for accident years 2014 to 2017. Net adverse loss development on European Hospital Liability Quota Share was primarily driven by emergence of loss data from adverse claim verdicts on older claims, resulting in strengthening of loss development tail on underwriting years 2011 to 2014.
Change in Recoverable for LPT/ADC Agreement
The reconciliation of the beginning and ending gross and net loss and LAE reserves included a net decrease in the deferred gain on retroactive reinsurance of $987 for the three months ended March 31, 2025 (2024: $4,982 increase) due to a decrease in the deferred gain and related reinsurance recoverable on unpaid losses under the LPT/ADC Agreement with Cavello of $987 for the three months ended March 31, 2025 (2024: $5,000 increase).
The decrease in the deferred gain on retroactive reinsurance of $987 for the three months ended March 31, 2025 included amortization of the deferred gain on the LPT/ADC Agreement of $5,888 partly offset by adverse PPD of $4,901 that was the result of foreign currency translation adjustments on the re-measurement of net loss liabilities denominated in British pound and euro on loss reserves covered under the LPT/ADC Agreement.
30
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
10. Related Party Transactions
The Founding Shareholders of the Company were Michael Karfunkel, George Karfunkel and Barry Zyskind. Based on each individual's most recent public filing, Leah Karfunkel (wife of the late Michael Karfunkel), George Karfunkel and Barry Zyskind (the Company's non-executive chairman) each own or control less than 5.0 % of the Company's outstanding common shares. Leah Karfunkel and George Karfunkel are directors of AmTrust, and Barry Zyskind is the chief executive officer and chairman of AmTrust. Leah Karfunkel, George Karfunkel and Barry Zyskind own or control approximately 55.2 % of the ownership interests of Evergreen Parent, L.P., the ultimate parent of AmTrust. The following describes transactions that have transpired between the Company and AmTrust:
AmTrust Quota Share
Effective July 1, 2007, the Company and AmTrust entered into a master agreement, as amended ("Master Agreement"), by which they caused Maiden Reinsurance and AII to enter into the AmTrust Quota Share by which AII retroceded to Maiden Reinsurance an amount equal to 40 % of the premium written by subsidiaries of AmTrust, net of the cost of unaffiliated inuring reinsurance and 40 % of losses. The Master Agreement further provided that AII receive a ceding commission of 31 % of ceded written premiums. On June 11, 2008, Maiden Reinsurance and AII amended the AmTrust Quota Share to add Retail Commercial Package Business to the Covered Business (as defined in the AmTrust Quota Share). AII receives a ceding commission of 34.375 % on Retail Commercial Package Business. On July 1, 2016, the agreement was renewed through June 30, 2019. Effective July 1, 2018, the amount AEL ceded to Maiden Reinsurance was reduced to 20 %.
Effective July 1, 2013, for the Specialty Program portion of Covered Business only, AII was responsible for ultimate net loss otherwise recoverable from Maiden Reinsurance to the extent that the loss ratio to Maiden Reinsurance, which shall be determined on an inception to date basis from July 1, 2007 through the date of calculation, is between 81.5 % and 95 % ("Loss Corridor"). Above and below the Loss Corridor, Maiden Reinsurance continued to reinsure losses at its proportional 40 % share of the AmTrust Quota Share. Effective July 31, 2019, the Loss Corridor was amended such that the maximum amount covered is $40,500 , the amount calculated by Maiden Reinsurance for the Loss Corridor coverage as of March 31, 2019. Any development above this maximum amount will be subject to the coverage of the LPT/ADC Agreement.
Effective January 1, 2019, Maiden Reinsurance and AII entered into a partial termination amendment ("Partial Termination Amendment") which amended the AmTrust Quota Share. The Partial Termination Amendment provided for the cut-off of the ongoing and unearned premium of AmTrust’s Small Commercial Business and U.S. Specialty Risk and Extended Warranty ("Terminated Business") as of December 31, 2018. Under the Partial Termination Amendment, the ceding commission payable by Maiden Reinsurance for its remaining in-force business immediately prior to January 1, 2019 increased by five percentage points with respect to in-force remaining business (excluding Terminated Business) and related unearned premium as of January 1, 2019. Subsequently, on January 30, 2019, Maiden Reinsurance and AII agreed to terminate the remaining business subject to the AmTrust Quota Share on a run-off basis effective as of January 1, 2019.
Effective July 31, 2019, Maiden Reinsurance and AII entered into a Commutation and Release Agreement which provided for AII to assume all reserves ceded by AII to Maiden Reinsurance with respect to its proportional 40 % share of the ultimate net loss under the AmTrust Quota Share related to the commuted business including: (a) all losses incurred in Accident Year 2017 and Accident Year 2018 under California workers' compensation policies and as defined in the AmTrust Quota Share ("Commuted California Business"); and (b) all losses incurred in Accident Year 2018 under New York workers' compensation policies ("Commuted New York Business"), and together with the Commuted California Business ("Commuted Business") in exchange for the release and full discharge of Maiden Reinsurance's obligations to AII with respect to the Commuted Business. The Commuted Business excludes any business classified by AII as Specialty Program or Specialty Risk business.
AII and Maiden Reinsurance also agreed that as of July 31, 2019, the AmTrust Quota Share was deemed amended as applicable so that the Commuted Business is no longer included as part of Covered Business under the AmTrust Quota Share.
On January 30, 2019, in connection with the termination of the reinsurance agreement described above, the Company and AmTrust entered into a second amendment to the Master Agreement between the parties, originally entered into on July 3, 2007, to remove the provisions requiring AmTrust to reinsure business with the Company. Please refer to Note 10. Related Party Transactions in the Annual Report on Form 10-K for the year ended December 31, 2024 for further details.
European Hospital Liability Quota Share
Effective April 1, 2011, Maiden Reinsurance entered into the European Hospital Liability Quota Share with AEL and AIU DAC. Pursuant to the terms of the European Hospital Liability Quota Share, Maiden Reinsurance assumed 40 % of the premiums and losses related to policies classified as European Hospital Liability, including associated liability coverages and policies covering physician defense costs, written or renewed on or after April 1, 2011. The European Hospital Liability Quota Share also covers policies written or renewed on or before March 31, 2011, but only with respect to losses that occur, accrue or arise on or after April 1, 2011. The maximum limit of liability attaching shall be €5,000 (€10,000 effective January 1, 2012) or currency equivalent (on a 100 % basis) per original claim for any one original policy. Maiden Reinsurance paid a ceding commission of 5 % on contracts assumed under the European Hospital Liability Quota Share.
Effective July 1, 2016, the European Hospital Liability Quota Share was amended such that Maiden Reinsurance assumes from AEL 32.5 % of the premiums and losses of all policies written or renewed on or after July 1, 2016 until June 30, 2017 and 20 % of all policies written or renewed on or after July 1, 2017. Thereafter, on January 30, 2019, Maiden Reinsurance, AEL and AIU DAC agreed to terminate the European Hospital Liability Quota Share on a run-off basis effective as of January 1, 2019.
31
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
10. Related Party Transactions (continued)
Effective July 1, 2022, Maiden Reinsurance and AIU DAC entered into an agreement ("Commutation Agreement") which provided for AIU DAC to assume all reserves ceded by AIU DAC to Maiden Reinsurance with respect to AIU DAC’s French Medical Malpractice exposures for underwriting years 2012 through 2018 reinsured by Maiden Reinsurance under the European Hospital Liability Quota Share. In accordance with the Commutation Agreement, Maiden Reinsurance paid $31,291 (€29,401 ) to AIU DAC, which is the sum of net ceded reserves of $27,625 (€25,956 ) and an agreed exit cost of $3,666 (€3,444 ). As a result of the Commutation Agreement, Maiden Reinsurance reduced its exposure to AmTrust's Hospital Liability business, but still has exposure to Italian medical malpractice liabilities under the European Hospital Liability Quota Share.
The table below shows the effect of both of these quota share arrangements with AmTrust on the Company's Condensed Consolidated Income Statements for the three months ended March 31, 2025 and 2024, respectively:
| For the Three Months Ended March 31, | 2025 | 2024 | ||||||||||||
| Gross and net premiums written | $ | ( | $ | ( | ||||||||||
| Net premiums earned | ||||||||||||||
| Net loss and LAE | ( | ( | ||||||||||||
| Commission and other acquisition expenses | ( | ( | ||||||||||||
Collateral provided to AmTrust
Pursuant to the terms of the LPT/ADC Agreement, Maiden Reinsurance, Cavello and AmTrust and certain of its affiliated companies entered into a Master Collateral Agreement (“MCA”) to define and enable the operation of collateral provided under the AmTrust Quota Share. Under the MCA, Cavello provided letters of credit on behalf of Maiden Reinsurance to AmTrust in an amount representing Cavello’s obligations under the LPT/ADC Agreement. Because these letters of credit replaced other collateral previously provided directly by Maiden Reinsurance to AmTrust, the MCA coordinates the collateral protection that will be provided to AmTrust to ensure that no gaps in collateral funding occur by operation of the LPT/ADC Agreement and related MCA.
As a result of entering into both the LPT/ADC Agreement and the MCA, certain post-termination endorsements (“PTEs”) to the AmTrust Quota Share between AII and Maiden Reinsurance were required. Effective July 31, 2019, the PTEs: i) enable the operation of both the LPT/ADC Agreement and MCA by making provision for certain forms of collateral, including letters of credit provided by Cavello on Maiden Reinsurance’s behalf, and further defines the permitted use and return of collateral; and ii) increase the required funding percentage for Maiden Reinsurance under the collateral arrangements between the parties to 105 % of its obligations, subject to a minimum excess funding requirement of $54,000 , as may be mutually amended by the parties from time to time. Under certain defined conditions, Maiden Reinsurance may be required to increase this funding percentage to 110 %.
Effective March 16, 2020, Maiden Reinsurance discontinued as a Bermuda company and completed its re-domestication to the State of Vermont. Bermuda is a Solvency II equivalent jurisdiction and the State of Vermont is not such a jurisdiction; therefore, the collateral provided under the respective agreements with AmTrust subsidiaries was strengthened to reflect the impact of the re-domestication concurrent with the date of Maiden Reinsurance’s re-domestication to Vermont. Maiden Reinsurance and AmTrust agreed to: 1) amend the AmTrust Quota Share pursuant to Post Termination Endorsement No. 2 effective March 16, 2020; and 2) amend the European Hospital Liability Quota Share pursuant to Post Termination Endorsement No. 1 effective March 16, 2020.
Pursuant to the terms of Post Termination Endorsement No. 2 to the AmTrust Quota Share, Maiden Reinsurance strengthened the collateral protection provided by Maiden Reinsurance to AII by increasing the required funding percentage for Maiden Reinsurance under the collateral arrangements between the parties to 110 % of its obligations, subject to a minimum excess funding requirement of $54,000 , as may be mutually amended by the parties from time to time. Post Termination Endorsement No. 2 also sets forth conditions by which the funding percentage will be reduced and the sequence of how collateral will be utilized as obligations, as defined under the AmTrust Quota Share, are satisfied. Pursuant to the terms of Post Termination Endorsement No. 2, the funding percentage was reduced to 107.5
Pursuant to the terms of Post Termination Endorsement No. 3 to the AmTrust Quota Share, AmTrust has agreed to eliminate the minimum excess funding requirement of $54,000 in the AmTrust Quota Share between All and Maiden. Collateral on the AmTrust Quota Share will now solely be tied to a contractually agreed percentage and is expected to be reduced from a current level of 107.5 105 % during the second or third quarter of 2025 when its obligations are expected to decline below the $500,000 threshold. The terms of Post Termination Endorsement No. 3 was effective upon the execution and delivery of the AR Loan Agreement and the Premium Repayment Loan Agreement approved by the Vermont DFR on February 7, 2025.
Pursuant to the terms of Post Termination Endorsement No. 1 to the European Hospital Liability Quota Share, Maiden Reinsurance strengthened the collateral protection provided by Maiden Reinsurance to AEL and AIU DAC by increasing the required funding percentage for Maiden Reinsurance under the collateral arrangements between the parties to the greater of 120 % of the Exposure (as defined therein) and the amount of security required to offset the increase in the Solvency Capital Requirement (“SCR”) that results from the changes in the SCR which arise out of Maiden Reinsurance's re-domestication as compared to the SCR calculation if Maiden Reinsurance had remained domesticated in a Solvency II equivalent jurisdiction with a solvency ratio above 100 % and provided collateral equivalent to 100 % of the Exposure.
32
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
10. Related Party Transactions (continued)
Pursuant to the terms of Post Termination Endorsement No. 2 to the European Hospital Liability Quota Share, AmTrust has also agreed to reduce the collateral funding percentage on the European Hospital Liability Quota Share from 120 % to 105 %, on the effective date of this endorsement, which was approved by the Vermont DFR on February 19, 2025.
On December 31, 2024, Maiden Reinsurance and AmTrust entered into a Loan Agreement (the “Premium Repayment Loan Agreement”) by which Maiden Reinsurance will repay AII the principal amount of $24,259 representing settlement of a dispute over cessions of uncollectible ceded premiums written made by AII to Maiden Reinsurance, payable by Maiden Reinsurance in quarterly installments through the maturity date of December 31, 2032. This settlement was recognized on the Consolidated Balance Sheets as reinsurance losses payable within accrued expenses and other liabilities at December 31, 2024. AmTrust may offset any amount payable against any amount due and unpaid by Maiden Reinsurance, under any agreement between AmTrust or its affiliate and Maiden Reinsurance or its affiliate, including without limitation, the European Hospital Liability Quota Share, dated April 1, 2011, as amended. Interest is payable at a rate equivalent to the Fed Funds rate plus 150 basis points per annum under the terms of Premium Repayment Loan Agreement.
a) AmTrust Quota Share
To provide AmTrust's U.S. insurance subsidiaries with credit for reinsurance on their statutory financial statements, AII, as the direct reinsurer of AmTrust's insurance subsidiaries, established trust accounts ("Trust Accounts") for their benefit. Maiden Reinsurance has provided appropriate collateral to secure its proportional share under the AmTrust Quota Share of AII's obligations to the AmTrust subsidiaries to whom AII is required to provide collateral which can include: (a) assets loaned by Maiden Reinsurance to AII for deposit into the Trust Accounts, pursuant to a loan agreement between those parties; (b) assets transferred by Maiden Reinsurance for deposit into the Trust Accounts; or (c) a letter of credit obtained by Maiden Reinsurance and delivered to an AmTrust subsidiary on AII's behalf. Maiden Reinsurance may provide any or a combination of these forms of collateral, provided that the aggregate value thereof equals Maiden Reinsurance's proportionate share of its obligations under the AmTrust Quota Share. The collateral requirements under the AmTrust Quota Share with AII are presently satisfied as follows:
•On January 1, 2025, Maiden Reinsurance and AmTrust amended the terms of the loan agreement provided by Maiden Reinsurance to AII. Under the revised terms, an Amended and Restated Loan Agreement was entered into effective January 1, 2025 (the “AR Loan Agreement”), by which the principal amount of the collateral loan will be repaid (subject to funding of collateral requirements) on or before the revised maturity date of January 1, 2033 pursuant to a repayment schedule set forth in the AR Loan Agreement. The principal amount shall equal (a) $152,377 minus (b) the amount of payments and any prepayments made by or on behalf of AmTrust from time to time. Interest will be payable at a rate equivalent to the Fed Funds rate plus 150 basis points per annum under the terms of the AR Loan Agreement.
•AmTrust may offset any amount payable against any amount due and unpaid by Maiden Reinsurance, under any agreement between AmTrust or its affiliate and Maiden Reinsurance or its affiliate, including without limitation, the AmTrust Quota Share and European Hospital Liability Quota Share dated April 1, 2011, as amended, between Maiden Reinsurance and AmTrust, any other reinsurance agreements between AmTrust or its affiliates and Maiden Reinsurance or its affiliates and the Premium Repayment Loan Agreement dated December 31, 2024 with respect to the settlement of certain ceded premium balances of $24,259 entered into between AII and Maiden Reinsurance.
•Commencing on January 1, 2025, the outstanding balances under the AR Loan Agreement and Premium Repayment Loan Agreement are presented on the Company's balance sheet on a net basis. The outstanding net loan receivable was $128,118 at March 31, 2025 (December 31, 2024: $167,975 ). There was no 150 basis points per annum (December 31, 2024 - 200 basis points per annum on the original loan prior to the AR Loan agreement).
•Net interest income on the net loan receivable was $598 in the three months ended March 31, 2025 (2024: $3,070 earned on the original Loan Agreement) with an effective yield of 1.9 % (2024: 7.3 % on the original Loan Agreement). Net interest income earned on the net loan receivable for the three months ended March 31, 2025 was offset by a non-recurring adjustment of $1,240 due to contractual reductions regarding the timing of paid loss settlements in 2024. The Company expects net interest income to be lower going forward as interest income on the AR Loan Agreement is now offset by interest payable on the Premium Repayment Loan Agreement from January 1, 2025.
b) European Hospital Liability Quota Share
Collateral has been provided to both AEL and AIU DAC under the European Hospital Liability Quota Share. For AEL, the amount of the collateral held in reinsurance trust accounts at March 31, 2025 was $130,845 (December 31, 2024: $123,681 ) and the accrued interest was $593 (December 31, 2024: $1,008 ).
Asset Management Agreement
Effective July 1, 2007, the Company entered into an asset management agreement with AII Insurance Management Limited ("AIIM"), a wholly owned subsidiary of AmTrust, pursuant to which AIIM agreed to provide investment management services to the Company. Effective January 1, 2018, AIIM provides investment management services for a quarterly fee of 0.02125 % of the average value of the account. The agreement may be terminated upon 30 days written notice by either party. The Company recorded $54 of investment management fees for the three months ended March 31, 2025 (2024: $57 ) under this agreement.
33
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
10. Related Party Transactions (continued)
On September 9, 2020, Maiden Reinsurance, AmTrust and AIIM entered into a novation agreement, effective July 1, 2020, which provided for the novation of the asset management agreement, dated January 1, 2018 between Maiden Reinsurance and AIIM, and the release by Maiden Reinsurance of AIIM's obligations under the asset management agreement. The novation mandates that AmTrust is to be bound by the terms of the asset management agreement in place of AIIM and AmTrust agrees to perform any and all past, present and future obligations of AIIM under the asset management agreement.
On November 13, 2020, Maiden LF, Maiden GF, AmTrust and AIIM entered into a novation agreement, effective July 1, 2020, which provided for the novation of the asset management agreement, dated January 1, 2018 between Maiden LF, Maiden GF and AIIM, and the release by Maiden LF and Maiden GF of AIIM's obligations under the asset management agreement. The novation mandates that AmTrust is to be bound by the terms of the asset management agreement in place of AIIM and AmTrust agrees to perform any and all past, present and future obligations of AIIM under the asset management agreement.
Renewal Rights Agreement - IIS Business
On May 3, 2024, Maiden LF and Maiden GF entered into a Renewal Rights and Asset Purchase Agreement with AmTrust Nordic AB, a Swedish unit of AmTrust, which is expected to cover certain programs of Maiden LF and Maiden GF's primary business written in Sweden, Norway and other Nordic countries.
On June 20, 2024, Maiden LF and Maiden GF entered into a Renewal Rights and Asset Purchase Agreement with AEL and AIU DAC, both wholly owned subsidiaries of AmTrust, which is expected to cover certain programs of Maiden LF and Maiden GF's primary business written in the United Kingdom and Ireland.
These two Renewal Rights and Asset Purchase Agreements as described above are collectively referred to as the AmTrust Renewal Rights Agreements (“AmTrust Renewal Rights Agreements”).
Under these agreements, those AmTrust subsidiaries in collaboration with existing Maiden LF and Maiden GF distribution partners, will offer renewals to select policyholders in exchange for a fee at standard market terms for business successfully renewed. All programs written by Maiden LF and GF, including those covered by the AmTrust Renewal Rights Agreements, are in the process of being cancelled in accordance with the requirements of the AmTrust Renewal Rights Agreements, or their contractual terms. As at March 31, 2025, Maiden LF and Maiden GF substantially completed all the main contractual obligations as per the AmTrust Renewal Rights Agreements.
Combination Agreement with Kestrel Group
On December 29, 2024, the Company entered into a combination agreement with Kestrel to combine and form a new, publicly listed specialty program group as discussed in Note 1. Basis of Presentation. AmTrust is a significant shareholder of Kestrel. Following closing of the transaction, Kestrel will continue to write business through its use of A.M. Best A- FSC XV insurance carriers, including Sierra Specialty Insurance Company, Rochdale Insurance Company, Park National Insurance Company, and Republic Fire and Casualty Insurance Company, all subsidiaries of AmTrust. In connection with the transaction, the combined company will have the option to acquire the Insurers from AmTrust for a period of up to three years after closing.
Following completion of the transaction, the board of directors of the combined company will consist of seven directors, made up of four directors selected by an affiliate of Kestrel Intermediate Ledbetter Holdings LLC, two of whom will be independent under applicable securities laws and stock exchange rules, and three directors selected by AmTrust, two of whom will be independent under applicable securities laws and stock exchange rules.
34
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
11. Commitments, Contingencies and Guarantees
There are no material changes from the commitments, contingencies and concentrations previously disclosed in the Company’s Form 10-K for the year ended December 31, 2024.
a)Concentrations of Credit Risk
At March 31, 2025 and December 31, 2024, the Company’s assets where significant concentrations of credit risk may exist include investments, cash and cash equivalents, loan to related party (presented on a net basis from January 1, 2025), reinsurance balances receivable, reinsurance recoverable on paid and unpaid losses and funds withheld receivable. Please refer to "Note 8. Reinsurance" for additional information regarding the Company's credit risk exposure on its reinsurance counterparties including the impact of the LPT/ADC Agreement effective January 1, 2019. The Company requires its reinsurers to have adequate financial strength.
The Company evaluates the financial condition of its reinsurers and monitors its concentration of credit risk on an ongoing basis. Provisions are made for amounts that are considered potentially uncollectible. Reinsurance receivable and recoverable balances, loan to related party, and the funds withheld receivable are reviewed for expected credit losses on a quarterly basis and are presented net of an allowance for expected credit losses. Letters of credit are provided by its reinsurers for material amounts recoverable as discussed in "Note 8. Reinsurance".
The Company manages the concentration of credit risk in its investment portfolio through issuer and sector exposure limitations. The Company believes it bears minimal credit risk in its cash on deposit. The Company also monitors the credit risk related to the loan to related party, reinsurance balances receivable and funds withheld receivable, within which the largest balances are due from AmTrust. AmTrust has a financial strength/credit rating of A- (Excellent) from A.M. Best at March 31, 2025. To mitigate credit risk, the Company generally has a contractual right of offset thereby allowing claims to be settled net of any premiums or loan receivable. The Company believes these balances as at March 31, 2025 will be fully collectible.
b)Investment Commitments and Related Financial Guarantees
The Company's total unfunded commitments on was $41,248 at March 31, 2025 (December 31, 2024: $43,966 ) which included commitments for other investments and equity method investments. The table below shows the total unfunded commitments by type of investment as at March 31, 2025 and December 31, 2024:
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Fair Value | % of Total | Fair Value | % of Total | |||||||||||||||||||||||
| Private equity funds | $ | % | $ | % | ||||||||||||||||||||||
| Investments in direct lending entities | % | % | ||||||||||||||||||||||||
| Total unfunded commitments on other investments | $ | % | $ | % | ||||||||||||||||||||||
| Total unfunded commitments on equity method investments | $ | % | $ | % | ||||||||||||||||||||||
| Total unfunded commitments on alternative investments | $ | % | $ | % | ||||||||||||||||||||||
Certain of the Company's investments in limited partnerships are related to real estate joint ventures with interests in multi-property projects with varying strategies ranging from the development of properties to the ownership of income-producing properties. In certain of these joint ventures, the Company has provided certain indemnities, guarantees and commitments to certain parties such that it may be required to make payments now or in the future.
Any loss for which the Company could be liable would be contingent on the default of a loan by the real estate joint venture entity for which the Company provided a financial guarantee to a lender. While the Company has committed to aggregate limits as to the amount of guarantees it will provide as part of its limited partnerships, guarantees are only provided on an individual transaction basis and are subject to the terms and conditions of each transaction mutually agreed by the parties involved. The Company is not bound to such guarantees without its express authorization.
As discussed above, at March 31, 2025, guarantees of $67,710 (December 31, 2024: $67,740 ) were provided to lenders by the Company on behalf of real estate joint ventures, however, the likelihood of the Company incurring any losses pertaining to project level financing guarantees was determined to be remote. Therefore, no liability has been accrued under ASC 450-20.
35
MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
11. Commitments, Contingencies and Guarantees (continued)
c)Operating Lease Commitments
The Company leases office spaces and equipment under various operating leases expiring in various years through 2034. The Company's leases are currently classified as operating leases and none of them have non-lease components. For operating leases that have a lease term of more than twelve months, and whose lease payments are above a certain threshold, the Company recognizes a lease liability and a right-of-use asset in the Condensed Consolidated Balance Sheets at the present value of the remaining lease payments until expiration.
The Company has contracted to lease office space in a building in New York City that commenced in April 2024, which created a significant right-of-use asset and a lease liability upon completion of certain leasehold improvements for the ten-year operating lease. The Company has occupied this space and capitalized the leased asset in the second quarter of 2024.
As the lease contracts generally do not provide an implicit discount rate, the Company used the weighted-average discount rate of 8.5 %, representing its secured incremental borrowing rate, in calculating the present value of the lease liability. At March 31, 2025, the Company's future lease obligations of $1,880 (December 31, 2024: $1,909 ) were calculated based on the present value of future annual rental commitments excluding taxes, insurance and other operating costs for non-cancellable operating leases discounted using its secured incremental borrowing rate. This amount has been recognized on the Condensed Consolidated Balance Sheet as a lease liability within with an initial equivalent amount for the right-of-use asset presented as part of . At March 31, 2025, the Company's right-of-use lease asset of $1,336 reflected certain lease incentives that were accepted which reduced the right-of-use asset and were separately capitalized under leasehold improvements to be depreciated over the effective term of the related lease agreements (December 31, 2024: $1,354 ).
The Company has made an accounting policy election not to include renewal, termination, or purchase options that are not reasonably certain of exercise when determining the term of the borrowing. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company's weighted-average remaining lease term is approximately 9.5 years at March 31, 2025.
Under Topic 842, Leases, the Company continues to recognize the related leasing expense on a straight-line basis over the lease term on the Condensed Consolidated Statements of Income. The Company's total lease expense was $99 for three months ended March 31, 2025 (2024: $146 ) recognized within general and administrative expenses consistent with the prior accounting treatment under Topic 840.
At March 31, 2025, the scheduled maturity of the Company's operating lease liabilities are expected to be as follows:
| March 31, 2025 | ||||||||
| 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Discount for present value | ( | |||||||
| Total discounted operating lease liabilities | $ | |||||||
d)Legal Proceedings
Except as noted below, the Company is not a party to any material legal proceedings. From time to time, the Company is subject to routine legal proceedings, including arbitration, arising in the ordinary course of business. These legal proceedings generally relate to claims asserted by or against the Company in the ordinary course of insurance or reinsurance operations. Based on the Company's opinion, the eventual outcome of these legal proceedings is not expected to have a material adverse effect on its financial condition or results of operations.
A putative class action complaint was filed against Maiden Holdings, Arturo M. Raschbaum, Karen L. Schmitt, and John M. Marshaleck in the United States District Court for the District of New Jersey on February 11, 2019. On February 19, 2020, the Court appointed lead plaintiffs, and on May 1, 2020, lead plaintiffs filed an amended class action complaint (the “Amended Complaint”). The Amended Complaint asserts violations of Section 10(b) of the Exchange Act and Rule 10b-5 (and Section 20(a) for control person liability) arising in large part from allegations that Maiden failed to take adequate loss reserves in connection with reinsurance provided to AmTrust. Plaintiffs further claim that certain of Maiden Holdings’ representations concerning its business, underwriting and financial statements were rendered false by the allegedly inadequate loss reserves, that these misrepresentations inflated the price of Maiden Holdings' common stock, and that when the truth about the misrepresentations was revealed, the Company’s stock price fell, causing Plaintiffs to incur losses. On September 11, 2020, a motion to dismiss was filed on behalf of all Defendants. On August 6, 2021, the Court issued an order denying, in part, Defendants’ motion to dismiss, ordering Plaintiffs to file a shorter amended complaint no later than August 20, 2021, and permitting discovery to proceed on a limited basis.
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MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
11. Commitments, Contingencies and Guarantees (continued)
On February 7, 2023, the District Court denied Plaintiffs’ motion for reconsideration of the District Court’s decision denying Plaintiffs’ objection to the Magistrate Judge’s December 2021 ruling on discovery. On May 26, 2023, the Company filed a Renewed Motion to Dismiss the Second Amended Complaint or, in the Alternative, for Summary Judgment, which has been fully briefed. On December 19, 2023, the U.S. District Court for the District of New Jersey granted summary judgment on plaintiffs’ claim for securities fraud under Section 10(b) of the Securities Exchange Act to Maiden Holdings, Ltd. and individual defendants Arturo Raschbaum, Karen Schmitt, and John Marshaleck. The Court held that the factual record failed to support, as a matter of law, plaintiffs’ allegations that the defendants had made false statements regarding the Company’s loss reserves. The Court also dismissed plaintiffs’ claims that the individual defendants were liable as control persons under Section 20(a) of the Securities Exchange Act for any such alleged false statements. Plaintiffs have appealed to the United States Court of Appeals for the Third Circuit.
On December 26, 2024, WUSO Holding Corporation and 683 Capital Partners filed a lawsuit against Maiden Holdings North America, Ltd. and Maiden Holdings in the Supreme Court of the State of New York, County of New York, captioned WUSO Holding Corporation and 683 Capital Partners, LP v. Maiden Holdings North America, Ltd. and Maiden Holdings, Ltd., Index No. 659861/2024. The complaint alleges that Maiden’s sale of Maiden Reinsurance North America, Inc., which closed approximately six years ago from the date of the complaint, breached a sole provision of Maiden’s indenture governing its 2013 Senior Notes. Plaintiffs allege that principal and interest payable under the 2013 Senior Notes are due currently, rather than upon the stated maturity date of the 2013 Senior Notes. Maiden believes it has substantial procedural and substantive defenses to the asserted claims, and it intends to vigorously defend against these claims.
As discussed in Note 1. Basis of Presentation, on December 29, 2024, the Company entered into a Combination Agreement with Kestrel. In connection with the Combination Agreement, (i) Bermuda NewCo filed a registration statement on Form S-4, dated March 24, 2025, with the SEC and a related prospectus, dated March 26, 2025, with respect to the Bermuda NewCo common shares to be issued to Company shareholders pursuant to the transaction; and (ii) the Company filed a definitive proxy statement on Schedule 14A, dated March 26, 2025 (collectively, the “proxy statement/prospectus”), in respect of the Special Meeting. On April 29, 2025, the Company's shareholders approved all proposals related to the transaction at the Special Meeting.
As previously disclosed in the Company's Form 8-K filed on April 21, 2025, since the filing of the proxy statement/prospectus, seven purported shareholders of the Company have sent demand letters generally alleging that the proxy statement/prospectus is misleading and/or fails to disclose material information concerning, among other things: (i) certain financial projections; (ii) certain data and inputs underlying the financial analyses that support the fairness opinion provided by Insurance Advisory Partners LLC (“IAP”); and (iii) potential conflicts of interest of IAP.
In addition, on April 9, 2025 and April 10, 2025, respectively, two separate complaints were filed by purported shareholders in the Supreme Court of the State of New York, County of New York against Maiden and its directors under the captions (i) Nathan Turner v. Maiden Holdings, Ltd. et al., Case No. 652257/2025 (the “Turner Complaint”); and (ii) Mark Thomas v. Maiden Holdings, Ltd. et al., Case No. 154730/2025 (together with the Turner Complaint, the “Complaints”). The Complaints allege that the proxy statement/prospectus is misleading and/or fails to disclose material information concerning, among other things (i) certain financial projections; (ii) certain data and inputs underlying the financial analyses that support the fairness opinion provided by IAP; and (iii) potential conflicts of interest of IAP, and bring claims for negligence and negligent misrepresentation and concealment under New York law. The Complaints seek, among other things, injunctions barring consummation of the transaction or, in the event that the transactions are consummated, damages resulting from the alleged violations.
The Company denies the allegations in the Complaints and the demand letters, denies that any violation of law has occurred and believes that the claims asserted in the Complaints and demand letters are wholly without merit.
We believe all of the above claims are without merit and we intend to vigorously defend ourselves. It is possible that additional lawsuits will be filed against the Company, its subsidiaries and its respective officers due to the diminution in value of our securities as a result of our operating results and financial condition. It is currently uncertain as to the effect of such litigation on our business, operating results and financial condition.
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MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
12. Earnings per Common Share
The following shows a summary of the elements used in calculating basic and diluted earnings per common share for the three months ended March 31, 2025 and 2024, respectively:
| For the Three Months Ended March 31, | 2025 | 2024 | ||||||||||||
| Numerator: | ||||||||||||||
| Net (loss) income | $ | ( | $ | |||||||||||
Amount allocated to participating common shareholders(1) | ( | |||||||||||||
Net loss (income) allocated to common shareholders | $ | ( | $ | |||||||||||
| Denominator: | ||||||||||||||
Weighted average number of common shares – basic and diluted(1) | ||||||||||||||
Basic and diluted (loss) earnings per share attributable to common shareholders | $ | ( | $ | |||||||||||
.
(1)Please refer to "Note 6. Shareholders' Equity" and "Note 14. Share Compensation and Pension Plans" in the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for the terms and conditions of securities that could potentially be dilutive in the future. There were no potentially dilutive securities for the three months ended March 31, 2025 (2024: 0 ).
13. Income Taxes
The Company recognized income tax expense of $12 for the three months ended March 31, 2025, compared to an income tax expense of $11 for the same respective period in 2024. The effective tax rate on the Company's net (loss) income differs from the statutory rate of zero percent under Bermuda law due to tax on foreign operations, primarily the U.S. and Sweden.
A valuation allowance has been established against the net U.S. and International deferred tax assets which is primarily attributable to net operating losses and capital losses in the respective regions. At this time, the Company believes it is necessary to establish a valuation allowance against the U.S. and International net deferred tax assets as more evidence is needed regarding the utilization of these losses.
At March 31, 2025, the Company has available net operating loss carry-forwards of $460,849 (December 31, 2024: $459,604 ) for income tax purposes. Approximately $379,855 (December 31, 2024: $379,855 ) of net operating loss ("NOL") carryforwards expire in various years beginning in 2029. As of March 31, 2025, approximately $80,994 or 17.6 % of the Company's NOL carryforwards have no expiry date under the relevant U.S. tax law (December 31, 2024 - $79,749 or 17.4 %) At March 31, 2025, the Company has remaining capital loss carry-forwards of $1,669 (December 31, 2024: $1,542 ) which will expire beginning in 2027.
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MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
14. Assets Held for Sale
Sale of Swedish Subsidiaries and Related IIS Operations
On November 29, 2024, the Company entered into an agreement to sell its Swedish subsidiaries, Maiden LF and Maiden GF to an expanding group of international insurance and reinsurance companies headquartered in the United Kingdom (“Swedish Subsidiaries Sale”). Such transaction is subject to customary regulatory approvals. The sale will be an all-cash transaction and pursuant to the terms of the agreement, all existing staff and independent directors of both Maiden LF and Maiden GF will transition to the new ownership group.
This sale is part of the Company's broader plan to divest its IIS businesses, which was the conclusion of a strategic review of the IIS business platform. The purpose of that review was to evaluate 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 the Company's target return on capital levels. As part of these transactions, Maiden LF and Maiden GF are no longer writing new business and their non-underwriting related assets and liabilities are represented as held-for-sale in our consolidated financial statements.
Please see Note 10 — Related Party Transactions for details regarding the AmTrust Renewal Rights Agreements. None of the held-for-sale assets and liabilities in the table below include any underwriting related balances, including those related to the AmTrust Renewal Rights Agreement.
Although Maiden LF and Maiden GF currently comprise a substantial portion of the Diversified Reinsurance segment, the Company has concluded that the sale does not constitute discontinued operations as it does not represent a strategic shift that will have a major effect on its ongoing operations and financial results. Pursuant to the terms of the Swedish Subsidiaries Sale agreement, any remaining historic business upon closing will be fully retroceded to the Company thus there will be continuing involvement regarding the historical reinsurance operations.
However, pursuant to the terms of the Swedish Subsidiaries Sale, this transaction met the relevant held for sale criteria at December 31, 2024 and accordingly, any non-underwriting related assets and liabilities related to the sale consideration are classified as held-for-sale in the Condensed Consolidated Balance Sheets as at March 31, 2025 and December 31, 2024. All underwriting related balances are excluded from the held-for-sale assets and liabilities which amounted to net insurance liabilities of $5,839 as at March 31, 2025 (December 31, 2024 - $6,500 ).
The Company estimated the fair value of the net assets held-for-sale to be based on the estimated selling price less costs to sell and these assets are classified as Level 2 within the fair value hierarchy as of March 31, 2025.
The assets and liabilities classified as held for sale on the Company's Consolidated Balance Sheets as at March 31, 2025 and December 31, 2024 include the following:
| March 31, 2025 | December 31, 2024 | |||||||||||||
| ASSETS | ||||||||||||||
| Fixed maturities, available-for-sale, at fair value | $ | $ | ||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Accrued investment income | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets held for sale | $ | $ | ||||||||||||
| LIABILITIES | ||||||||||||||
| Accrued expenses and other liabilities | $ | $ | ||||||||||||
| Total liabilities held for sale | $ | $ | ||||||||||||
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MAIDEN HOLDINGS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands of U.S. dollars, except share and per share data)
15. Subsequent Events
Asset Sales
Subsequent to March 31, 2025, USQ Risk, a private equity investment held by the Company in the insurance distribution industry ("USQ") that is accounted for as an equity method investment completed an asset purchase agreement ("APA") with a third-party acquirer. The Company had previously provided seed capital to USQ via preference shares and had also received a common equity position in USQ which at the transaction date represented an 18.9 % holding in USQ. Pursuant to the terms of the agreement, the Company will receive a series of distributions commencing at closing. In addition to the distribution of $4,335 received on May 2, 2025, the Company presently estimates it could receive up to $13,580 in additional distributions from the USQ transaction. The Company currently estimates that the net present value of these potential distributions is approximately $14,188 .
NASDAQ Listing Qualifications
On April 2, 2025, the Company received a letter from the listing qualifications department staff of Nasdaq that Maiden's common shares failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Listing Rules of Nasdaq. Since then, Nasdaq has determined that for the last 12 consecutive business days, from April 21, 2025 to May 7, 2025, the closing bid price of the Company’s common shares has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2), and this matter is now closed.
Combination with Kestrel - Regulatory Approval Update
On May 6, 2025, Maiden Reinsurance received approval from the Vermont DFR for the change of control related to the Combination Agreement with Kestrel along with approval for the extraordinary dividend required to complete the transaction. Other Maiden entities are still waiting for approvals regarding the change in control. As part of the approval granted by the Vermont DFR, Maiden Reinsurance will no longer be permitted to include the intercompany loan receivable from Maiden Holdings (and related accrued interest) as an admitted asset for statutory capital and reporting purposes. As a result, this will reduce Maiden Reinsurance's ratio of risk-based capital to total adjusted capital, which remains sufficient to support both the dividends related to the Combination Agreement with Kestrel and recurring annual dividends, and which require approval by the Vermont DFR. In addition, Maiden Reinsurance has agreed to not purchase any additional affiliated securities of the Company and its subsidiaries.
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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 2024 to conform to the 2025 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 the consummation of the business combination with Kestrel (as defined herein), including the expected time period to consummate the business combination, and the anticipated benefits of the business combination, 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, 2024 that was filed with the U.S. Securities and Exchange Commission ("SEC") on March 10, 2025, 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. Maiden creates 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.
As of March 31, 2025, Maiden Reinsurance owns approximately 31.0% of the Company's total outstanding common shares which is eliminated for accounting and financial reporting purposes on the Company's condensed consolidated financial statements. The voting power of Maiden Reinsurance, with respect to its common shares ownership, was capped at 9.5% pursuant to the bye-laws of the Company. However, on April 29, 2025, Maiden shareholders approved the proposal to remove the 9.5% voting limitation at the Company's special general meeting of its shareholders (the "Special Meeting"). The ownership of the common shares by Maiden Reinsurance was made in compliance with Maiden Reinsurance's investment policy and approved by the Vermont DFR.
Current Operations
The Company does not presently underwrite prospective reinsurance risks. During 2024, Maiden entered into a series of strategic transactions that, upon completion, will substantially transform our business plan and operations, which are fully described in our Annual Report on Form 10-K for the year ended December 31, 2024 that was filed on March 10, 2025.
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 ("IIS business"). These products also produced reinsurance programs which were underwritten by our wholly owned subsidiary Maiden Reinsurance Ltd. (“Maiden Reinsurance”).
During 2024, we conducted and completed a strategic review of our IIS Business. The purpose of that review was to evaluate the strategic value of this business, including the operations 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 the Company's target return on capital levels. As a result of that review, we concluded that divesting this business was in the best interests of shareholders and therefore we entered into the following transactions to accomplish that objective: 1) two Renewal Rights and Asset Purchase Agreement with AmTrust Nordic AB (“AmTrust Renewal Rights Agreements”); and 2) a Stock Purchase Agreement to sell Maiden LF and Maiden GF (“Swedish Subsidiaries Sale”). For further information on these transactions, please see Note 14. Assets Held for Sale in the Notes to Condensed Consolidated Financial Statements included in Part I Item 1. "Financial Information".
The Company also has various historic reinsurance programs underwritten by Maiden Reinsurance which are in run-off, including the liabilities associated with AmTrust Financial Services, Inc. ("AmTrust") reinsurance agreements which were terminated in 2019 as discussed in Note 10. Related Party Transactions of the Notes to Condensed Consolidated Financial Statements included in Part I Item 1. "Financial Information". In addition, the Company has a retroactive reinsurance agreement and a commutation agreement that further reduces its exposure and limits the potential volatility related to AmTrust liabilities, which are discussed in Note 8. Reinsurance of the Notes to Condensed Consolidated Financial Statements included in Part I Item 1. "Financial Information".
The Company is also running off certain business related to its Genesis Legacy Solutions ("GLS") platform. In November 2020, the Company formed its indirect wholly owned subsidiary GLS, which specialized 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 to those companies' operations, working with clients to develop and implement finality solutions including acquiring entire companies. The Company believed the formation of GLS was highly complementary to its overall longer-term strategy. However, a combination of factors, including market conditions in the sector GLS focuses on, resulted in an inability for GLS to gain sufficient scale to achieve its objectives or earn a profit, and GLS results did not reach the objectives the Company expected it to over time. Having completed the capital commitment made to GLS in November 2020, the Company determined during 2023 to not commit any additional capital to new opportunities and to run-off the existing accounts underwritten by GLS.
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 since 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, AEL and 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, 2024 that was filed on March 10, 2025 for further information on recent developments within the Company.
Business Strategy
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. In that respect, management’s focus is to increase non-GAAP book value, which fully reflects the steps we have taken to protect our balance sheet, primarily through our LPT/ADC Agreement with Cavello, as this represents the ultimate economic value of Maiden.
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In recent years we pursued a revised operating strategy which leveraged the significant assets and capital we retain. As noted, we also formed GLS to focus on smaller accounts in the legacy (re)insurance marketplace, which we believed was complimentary to this strategy. Our assessment had been that these areas of strategic focus would enhance our profitability through increased returns, which would also increase the likelihood of fully utilizing the significant net operating loss ("NOL") carryforwards, as described further below, which would increase both GAAP and non-GAAP book value and create additional common shareholder value. The recognition of the deferred tax asset on our balance sheet remains a leading priority for the Company to increase its GAAP and non-GAAP book value.
This strategy has recently had two 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; 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.
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, as evidenced in our decisions regarding legacy management. Our ability to execute our asset and capital management initiatives are dependent on maintaining adequate levels of unrestricted liquidity and cash flows. Please refer to the "Liquidity and Capital Resources" section for further information.
Asset Management
As of March 31, 2025, we have invested $254.2 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. Please refer to the "Liquidity and Capital Resources" section on "Other Investments, Equity Investments and Equity Method Investments" for further information on our alternative asset classes and a detailed discussion of their investment returns.
Recent development and trends in financial markets, particularly the recent volatility in interest rates and the associated economic uncertainty as a result of those changes, indicate that it may take longer than expected to achieve those returns and we expect that to factor into future capital allocation decisions.
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. While our recorded ultimate losses for our insurance liabilities have experienced significant adverse loss development in recent years, as our insurance liabilities further mature we remain confident that we can continue the prudent and disciplined repurchase of our common shares and senior notes, both of 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, 2024 for further information on the common shares repurchases made by Maiden Reinsurance in 2024 and 2023. In connection with the combination agreement (as amended, "Combination Agreement") entered into with Kestrel Group LLC (“Kestrel”), Maiden has suspended its common share repurchase program.
Legacy Underwriting
At March 31, 2025, GLS and its subsidiaries have total insurance related liabilities of $24.5 million which consisted of total loss reserves of $18.2 million, an underwriting-related derivative liability of $4.0 million, and net deferred gains on retroactive reinsurance of $2.3 million.
Re-Assessment of Business Strategy
As part of ongoing efforts to continually improve our performance, we regularly evaluate our business plans and strategies, which have resulted in material changes to those plans. In recent years, losses reported in our AmTrust Reinsurance segment have produced significant levels of adverse prior period loss development, including amounts increasingly not covered by the LPT/ADC Agreement. Please refer to the "Underwriting Results by Reportable Segment" section on "AmTrust Reinsurance Segment" for further information.
As the run-off of our insurance liabilities has been more volatile than expected and our asset management strategies develop along timelines longer than initially anticipated, the need to allocate capital to other activities that produce more consistent levels of revenue and profit as we seek to create longer-term shareholder value has increased. As we have re-evaluated our longer-term strategy, we also engaged in an ongoing strategic evaluation of both the insurance and reinsurance marketplace and the ability of both the fee-based, distribution and the reinsurance markets to increase current income and improve our ability to utilize and recognize our deferred tax assets.
As a result, we determined that the near-term expansion of those strategies is appropriate and during 2024 we took steps to: 1) further de-emphasize our prior strategies; and 2) actively explore fee-based and distribution opportunities which are non-risk bearing and capital efficient while potentially being complemented by limited and selective deployment of reinsurance capacity to supplement those activities and enhance returns to shareholders.
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These steps resulted in the announcement of our Combination Agreement with Kestrel on December 29, 2024. On April 29, 2025, the Company's shareholders approved all proposals related to the combination agreement at the Special Meeting. The transaction remains subject to customary closing conditions, the approval of listing of the shares of the combined company on the Nasdaq (subject to official notice of issuance) and the receipt of certain other regulatory approvals. Closing is currently expected to occur during the second quarter of 2025.
See Note 1. Basis of Presentation in the Notes to Condensed Consolidated Financial Statements included in Part I Item 1. "Financial Information" for further information. We believe the upcoming combination with Kestrel represents a transformative milestone for Maiden, and believe that Kestrel’s balance sheet light, fee revenue model will enable us to realize our vision of delivering a strong fee-based insurance platform while selectively deploying underwriting capacity to optimize returns for shareholders.
In light of the revisions to our strategy, during 2024 we took steps to begin to reduce the asset management pillar of our strategy which are discussed below. Our alternative investments portfolio increased by 1.1% during the three months ended March 31, 2025 primarily due to net purchases of private equity funds in the first quarter of 2025. However we expect this portfolio to be reduced further in future periods as we continue to refine our capital and asset management strategy consistent with our revised business strategy. The alternative portfolio produced a lower positive net return of 0.3% during the three months ended March 31, 2025 compared to 3.4% for the same respective period in 2024. While we remain confident that our asset management strategy will achieve the returns we have set out to achieve, we currently believe it is more critical to reposition our balance sheet and increase our liquidity in support of the current initiatives being pursued.
While we have revised our strategy and believe that our upcoming combination with Kestrel will increase the likelihood of achieving our stated objectives, 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.
As a result, we continue to pursue finality solutions to resolve the AmTrust liabilities not covered by the LPT/ADC Agreement, including through third-parties. There can be no guarantee that we will execute such finality solutions and these solutions could involve significant charges to execute and we are actively evaluating the potential costs and benefits of such solutions, to the extent they are available to the Company.
2025 Developments
The run-off of our historic reinsurance programs produced underwriting income of $7.5 million for the three months ended March 31, 2025 which was driven by favorable prior year reserve development of $12.4 million for three months ended March 31, 2025. During the three months ended March 31, 2025, our book value decreased by 17.4% to $0.38 per common share at March 31, 2025, and our non-GAAP book value decreased by 6.6% to $1.42 per common share at March 31, 2025. There were no common share repurchases made in the three months ended March 31, 2025 under the Company's authorized common share repurchase plan. Please refer to the "Results of Operations" section for further information on our 2025 results to date.
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 $460.8 million at March 31, 2025. Approximately $379.9 million of these NOL carryforwards expire in various years beginning in 2029. As of March 31, 2025, $81.0 million or 17.6% of the Company's NOL carryforwards have no expiry date under the relevant U.S. tax law. 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 $167.5 million or $1.68 per common share at March 31, 2025.
Net U.S. DTA of $167.5 million is not presently recognized on the Company's condensed consolidated balance sheets as a full valuation allowance is carried against it. At this time, the Company believes it is necessary to maintain a full valuation allowance against the net U.S. DTA as more evidence is needed regarding the utilization of these losses. As circumstances further develop, we will continuously evaluate the amount of the valuation allowance held against the net U.S. DTA.
For further details on the NOL carryforwards, please see "Note 13 — Income Taxes" included under Item 8 "Financial Statements and Supplementary Data" of the Annual Report on Form 10–K for the year ended December 31, 2024. Taken together, we believe these measures should generate additional income for Maiden NA in a tax-efficient manner, while sharing in the improvement in profitability anticipated in Maiden Reinsurance as a result of the measures enacted as described above.
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Three Months Ended March 31, 2025 and 2024 Financial Highlights
| For the Three Months Ended March 31, | 2025 | 2024 | Change | |||||||||||||||||
| Summary Consolidated Statement of Income Data (unaudited): | ($ in thousands except per share data) | |||||||||||||||||||
| Net (loss) income | $ | (8,645) | $ | 1,459 | $ | (10,104) | ||||||||||||||
Basic and diluted (loss) earnings per common share: | ||||||||||||||||||||
Net (loss) income attributable to common shareholders(2) | (0.09) | 0.01 | (0.10) | |||||||||||||||||
| Gross premiums written | 4,074 | 8,323 | (4,249) | |||||||||||||||||
| Net premiums earned | 7,684 | 12,408 | (4,724) | |||||||||||||||||
Underwriting income (loss)(3) | 7,454 | (7,524) | 14,978 | |||||||||||||||||
Net investment results(13) | 3,643 | 17,056 | (13,413) | |||||||||||||||||
| Non-GAAP measures: | ||||||||||||||||||||
Non-GAAP operating loss(1) | (2,807) | (4,950) | 2,143 | |||||||||||||||||
Non-GAAP basic and diluted operating loss per common share(1) | (0.03) | (0.05) | 0.02 | |||||||||||||||||
Annualized non-GAAP operating return on average adjusted shareholders' equity(1) | (7.8) | % | (6.2) | % | (1.6) | |||||||||||||||
| March 31, 2025 | December 31, 2024 | Change | ||||||||||||||||||
| Consolidated Financial Condition | ($ in thousands except per share data) | |||||||||||||||||||
Total investments and cash and cash equivalents(4) | $ | 500,977 | $ | 518,798 | $ | (17,821) | ||||||||||||||
| Total assets | 1,234,584 | 1,316,006 | (81,422) | |||||||||||||||||
| Reserve for loss and LAE | 757,286 | 793,679 | (36,393) | |||||||||||||||||
| Senior notes - principal amount | 262,361 | 262,361 | — | |||||||||||||||||
| Shareholders' equity | 37,573 | 45,193 | (7,620) | |||||||||||||||||
Total capital resources(5) | 299,934 | 307,554 | (7,620) | |||||||||||||||||
Ratio of debt to total capital resources(10) | 87.5 | % | 85.3 | % | 2.2 | |||||||||||||||
| Book Value calculations: | ||||||||||||||||||||
Book value per common share(6) | $ | 0.38 | $ | 0.46 | $ | (0.08) | ||||||||||||||
Accumulated dividends per common share(12) | 4.27 | 4.27 | — | |||||||||||||||||
| Book value per common share plus accumulated dividends | $ | 4.65 | $ | 4.73 | $ | (0.08) | ||||||||||||||
| Change in book value per common share plus accumulated dividends | (1.7) | % | ||||||||||||||||||
Diluted book value per common share(7) | $ | 0.37 | $ | 0.45 | $ | (0.08) | ||||||||||||||
| Non-GAAP measures: | ||||||||||||||||||||
Adjusted book value per common share(8) | $ | 1.42 | $ | 1.52 | $ | (0.10) | ||||||||||||||
Adjusted shareholders' equity(9) | 141,541 | 150,148 | (8,607) | |||||||||||||||||
Adjusted total capital resources(9) | 403,902 | 412,509 | (8,607) | |||||||||||||||||
Ratio of debt to adjusted total capital resources(11) | 65.0 | % | 63.6 | % | 1.4 | |||||||||||||||
(1)Non-GAAP operating earnings (loss), non-GAAP operating earnings (loss) per common share, and annualized non-GAAP operating return on average common shareholders' equity are non-GAAP financial measures. See "Key Financial Measures" for additional information.
(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.
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(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 ongoing business. We believe all of these amounts are substantially independent of our business and any potential future underwriting process, therefore their inclusion 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 months ended March 31, 2025, 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 to shareholders' equity. The deferred gain liability on retroactive reinsurance under the LPT/ADC Agreement represents loss reserves estimated to be fully recoverable from Cavello. 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. We believe adjusting for this shows the ultimate economic benefit of the LPT/ADC Agreement and 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, 2024, filed with the SEC on March 10, 2025, for a general discussion on "Certain Operating Measures" utilized by the Company.
Critical Accounting Policies and Estimates
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, 2024, filed with the SEC on March 10, 2025. There have been no material changes in the application of our critical accounting estimates subsequent to that report.
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Results of Operations
The following table sets forth our selected unaudited Condensed Consolidated Statement of Income data for the three months ended March 31, 2025 and 2024:
| For the Three Months Ended March 31, | ||||||||||||||
| ($ in thousands) | 2025 | 2024 | ||||||||||||
Gross premiums written | $ | 4,074 | $ | 8,323 | ||||||||||
Net premiums written | $ | 4,049 | $ | 8,314 | ||||||||||
Net premiums earned | $ | 7,684 | $ | 12,408 | ||||||||||
| Other insurance revenue, net | — | 46 | ||||||||||||
Net loss and LAE | 7,623 | (11,625) | ||||||||||||
Commission and other acquisition expenses | (4,558) | (5,593) | ||||||||||||
General and administrative expenses(1) | (3,295) | (2,760) | ||||||||||||
Underwriting income (loss)(2) | 7,454 | (7,524) | ||||||||||||
Other general and administrative expenses(1) | (7,478) | (5,300) | ||||||||||||
Net investment income | 3,034 | 7,700 | ||||||||||||
| Net realized and unrealized investment gains | 3,331 | 8,750 | ||||||||||||
Foreign exchange and other (losses) gains | (7,434) | 2,053 | ||||||||||||
| Interest and amortization expenses | (4,818) | (4,815) | ||||||||||||
Income tax expense | (12) | (11) | ||||||||||||
Interest in (loss) income of equity method investments | (2,722) | 606 | ||||||||||||
| Net (loss) income | $ | (8,645) | $ | 1,459 | ||||||||||
(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
Net loss for the three months ended March 31, 2025 was $8.6 million compared to net income of $1.5 million for the same respective period in 2024. The decrease in our financial results for the first quarter of 2025 compared to the first quarter of 2024 was primarily due to the following factors:
•an underwriting income of $7.5 million for the three months ended March 31, 2025 compared to an underwriting loss of $7.5 million in the same period in 2024 largely due to:
•favorable prior year loss development ("PPD") of $12.4 million in the first quarter of 2025 compared to adverse PPD of $6.6 million during the same period in 2024, detailed as follows;
•Our AmTrust Reinsurance segment had favorable PPD of $7.8 million in the first quarter of 2025 compared to adverse PPD of $7.2 million for the first quarter of 2024.
•Our Diversified Reinsurance segment had favorable PPD of $4.6 million in the first quarter of 2025 compared to favorable PPD of $0.7 million for the first quarter of 2024.
•On a current accident year basis, underwriting loss was $4.9 million for the three months ended March 31, 2025 compared to an underwriting loss of $1.0 million for the same period in 2024.
•lower income from investment activities which totaled $3.6 million for the three months ended March 31, 2025 compared to $17.1 million for the same period in 2024 primarily due to continued negative operating cash flows due to settlement of claim payments to AmTrust as we run-off existing reinsurance liabilities in the AmTrust Reinsurance segment. The change in investment activities was comprised of:
•net investment income decreased to $3.0 million for the three months ended March 31, 2025 compared to $7.7 million that was earned for the same period in 2024;
•realized and unrealized investment gains of $3.3 million for the three months ended March 31, 2025 compared to gains of $8.8 million for the same period in 2024; and
•interest in loss of equity method investments of $2.7 million for the three months ended March 31, 2025 compared to income of $0.6 million in 2024.
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•corporate general and administrative expenses increased to $7.5 million for the three months ended March 31, 2025 compared to corporate expenses of $5.3 million for the same period in 2024 primarily due to significantly higher expenses related to our pending business combination with Kestrel; and
•foreign exchange and other losses of $7.4 million for the three months ended March 31, 2025, compared to foreign exchange and other gains of $2.1 million for the same period in 2024, primarily due to significant weakening of the U.S dollar on the re-measurement of net loss reserves and insurance related liabilities denominated in the British pound and euro.
Net Premiums Written
Net premiums written by our reportable segments, reconciled to the total consolidated net premiums written for the three months ended March 31, 2025 and 2024 are detailed below:
| For the Three Months Ended March 31, | 2025 | 2024 | Change in | |||||||||||||||||||||||
| ($ in thousands) | Total | Total | $ | % | ||||||||||||||||||||||
Diversified Reinsurance | $ | 4,991 | $ | 8,819 | $ | (3,828) | (43.4) | % | ||||||||||||||||||
| AmTrust Reinsurance | (942) | (505) | (437) | 86.5 | % | |||||||||||||||||||||
| Total | $ | 4,049 | $ | 8,314 | $ | (4,265) | (51.3) | % | ||||||||||||||||||
Net premiums written for the three months ended March 31, 2025 decreased to $4.0 million, compared to net premiums written of $8.3 million for the same period in 2024:
•Premiums written in the Diversified Reinsurance segment decreased by $3.8 million for the three months ended March 31, 2025, compared to the same respective period in 2024 due to the pending sale of Maiden LF and Maiden GF as discussed in Note 14. Assets Held for Sale of the Notes to Condensed Consolidated Financial Statements in Part I Item 1. "Financial Information". As part of these transactions, Maiden LF and Maiden GF are no longer writing new business and their non-underwriting related assets and liabilities are represented as held-for-sale in our condensed consolidated financial statements.
•Premiums written in the AmTrust Reinsurance segment decreased by $0.4 million for the three months ended March 31, 2025, compared to the same respective period in 2024.
Please refer to the analysis below of our Diversified Reinsurance and AmTrust Reinsurance segments for further details.
Net Premiums Earned
Net premiums earned decreased by $4.7 million for the three months ended March 31, 2025 compared to the same respective period in 2024. Net premiums earned by our reportable segments, reconciled to the total consolidated net premiums earned, for the three months ended March 31, 2025 and 2024 are detailed as follows:
| For the Three Months Ended March 31, | 2025 | 2024 | Change in | |||||||||||||||||||||||
| ($ in thousands) | Total | Total | $ | % | ||||||||||||||||||||||
Diversified Reinsurance | $ | 5,000 | $ | 8,991 | $ | (3,991) | (44.4) | % | ||||||||||||||||||
AmTrust Quota Share Reinsurance | 2,684 | 3,417 | (733) | (21.5) | % | |||||||||||||||||||||
Total | $ | 7,684 | $ | 12,408 | $ | (4,724) | (38.1) | % | ||||||||||||||||||
Net premiums earned in the Diversified Reinsurance segment for the three months ended March 31, 2025 decreased by $4.0 million or 44.4% compared to the same respective period in 2024 due to the pending sale of Maiden LF and Maiden GF as discussed above. Please refer to the analysis of our Diversified Reinsurance segment for further discussion.
Net premiums earned in the AmTrust Reinsurance segment for the three months ended March 31, 2025 decreased by $0.7 million or 21.5% compared to the same respective period in 2024. Please refer to the analysis of our AmTrust Reinsurance segment for further discussion.
Other Insurance Revenue
Other Insurance Revenue has been primarily 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 decreased by $4.7 million or 60.6% for the three months ended March 31, 2025, compared to the same respective period in 2024. Annualized average book yields decreased to 2.7% for the three months ended March 31, 2025, compared to 4.6% for the same respective period in 2024 due to the following factors:
•Loan to related party interest income decreased by $2.5 million for the three months ended March 31, 2025 compared to the same period in 2024 as interest income on the loan receivable is now offset by interest payable on the premium repayment to AmTrust as discussed in Note 10. Related Party Transactions. Net interest income earned on the net loan was also offset by a non-recurring adjustment of $1.2 million in the three months ended March 31, 2025 due to contractual reductions regarding the timing of paid loss settlements in 2024. Therefore, the net loan carried a lower
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weighted average interest rate on a balance of $128.1 million which decreased to 1.9% for the three months ended March 31, 2025, compared to 7.3% on a balance of $168.0 million for the same respective period in 2024;
•Interest income on our funds withheld receivable decreased by $0.8 million for the three months ended March 31, 2025, compared to the same period in 2024. At March 31, 2025, the funds withheld balance with AmTrust was $0.0 million compared to $61.0 million at March 31, 2024. Funds withheld receivable from AmTrust had earned an annual interest rate of 3.5% for much of 2024, until it was fully exhausted in the third quarter of 2024.
Average aggregate fixed income assets for the three months ended March 31, 2025 decreased by 25.9% compared to the same period in 2024 due to continued run-off of our reinsurance liabilities previously written on prospective risks. For the three months ended March 31, 2025 and 2024, we experienced negative operating cash flows due to settlement of claim payments to AmTrust as we run-off existing reinsurance liabilities in the AmTrust Reinsurance segment. Floating rate investments comprise 49.4% of our fixed income investments at March 31, 2025 compared to 51.1% at March 31, 2024.
The following table details our average aggregate fixed income assets (at cost) and annualized investment book yield for the three months ended March 31, 2025 and 2024:
| For the Three Months Ended March 31, | ||||||||||||||
| ($ in thousands) | 2025 | 2024 | ||||||||||||
Average aggregate fixed income assets, at cost (1) | $ | 428,013 | $ | 577,388 | ||||||||||
| Annualized investment book yield | 2.7 | % | 4.6 | % | ||||||||||
(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
Net realized and unrealized investment gains of $3.3 million were recognized for the three months ended March 31, 2025, compared to net realized and unrealized investment gains of $8.8 million for the same respective period in 2024. The reduction in unrealized gains was attributable in part to the reduced size of the Company's alternative asset portfolio as it continues to divest these assets in conjunction with its change in business strategy. Net realized and unrealized investment gains for the three months ended March 31, 2025 and 2024 are summarized in the table below by investment category:
| For the Three Months Ended March 31, | ||||||||||||||
| ($ in thousands) | 2025 | 2024 | ||||||||||||
| Net realized gains (losses): | ||||||||||||||
Fixed income assets(1) | $ | (1) | $ | (218) | ||||||||||
| Other investments | (133) | — | ||||||||||||
| Total net realized losses | (134) | (218) | ||||||||||||
| Net unrealized gains (losses): | ||||||||||||||
| Other investments | 4,762 | 9,839 | ||||||||||||
| Equity securities | (1,297) | (871) | ||||||||||||
| Total net unrealized gains | 3,465 | 8,968 | ||||||||||||
Net realized and unrealized investment gains | $ | 3,331 | $ | 8,750 | ||||||||||
(1) Fixed income assets includes AFS securities as well as cash, restricted cash, funds withheld receivable, and loan to related party.
Interest in Income of Equity Method Investments
Total interest in loss of equity method investments of $2.7 million were recognized for the three months ended March 31, 2025 compared to an interest in the income of equity method investments of $0.6 million for the same respective period in 2024. Equity method investments consist of real estate investments of $58.1 million and other investments of $20.7 million as of March 31, 2025. Interest in (loss) income of equity method investments for the three months ended March 31, 2025 and 2024 is detailed by investment category below:
| For the Three Months Ended March 31, | ||||||||||||||
| ($ in thousands) | 2025 | 2024 | ||||||||||||
| Other investments | $ | (2,676) | $ | 253 | ||||||||||
| Real estate investments | (46) | 353 | ||||||||||||
Interest in (loss) income of equity method investments | $ | (2,722) | $ | 606 | ||||||||||
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Net Loss and LAE
Net loss and LAE decreased by $19.2 million for the first quarter of 2025 compared to the same period in 2024. Net losses were impacted by net favorable PPD of $12.4 million for the first quarter of 2025 compared to net adverse PPD of $6.6 million for the same period in 2024. Excluding PPD, current year losses were $4.7 million for the first quarter of 2025 compared to $5.1 million for the first quarter of 2024.
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 $1.0 million or 18.5% for the three months ended March 31, 2025, compared to the same respective period in 2024 primarily due to lower earned premiums in both segments.
Total acquisition expenses increased as a percentage of net premiums earned for the three months ended March 31, 2025 driven by accelerated amortization of deferred acquisition costs upon the recognition of a premium deficiency of $1.3 million in the AmTrust Reinsurance segment. Please see further discussion in the individual segment analysis further 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 $2.7 million or 33.7% for the three months ended March 31, 2025, compared to the same period in 2024.
Corporate expenses increased by $2.2 million or 41.1% for the three months ended March 31, 2025, largely due to higher professional service fees related to the Company's pending combination with Kestrel. Excluding these non-recurring expenses, our adjusted operating expenses increased 3.3% to $8.0 million for the three months ended March 31, 2025, compared to $7.8 million for the same period in 2024. The majority of these expenses were related to higher legal fees for ongoing litigation and claims disputes partly offset by lower compensation costs. Corporate expenses also included vesting of certain stock-based awards which were $0.5 million for the three months ended March 31, 2025 compared to $0.4 million for the same period in 2024.
General and administrative expenses for the three months ended March 31, 2025 and 2024 were comprised of:
| For the Three Months Ended March 31, | ||||||||||||||
| ($ in thousands) | 2025 | 2024 | ||||||||||||
General and administrative expenses – segments | $ | 3,295 | $ | 2,760 | ||||||||||
General and administrative expenses – corporate | 7,478 | 5,300 | ||||||||||||
Total general and administrative expenses | $ | 10,773 | $ | 8,060 | ||||||||||
Expenses related to the Company’s IIS business, which is no longer writing new business and has entered into the AmTrust Renewal Rights Agreements, were 16.2% of recurring operating expenses for the three months ended March 31, 2025.
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 for the three months ended March 31, 2025 and 2024, respectively. This included $4.8 million of interest expense on the Senior Notes in the three months ended March 31, 2025 and 2024, 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. Amortization expenses were $41.0 thousand for the three months ended March 31, 2025, compared to amortization expense of $39.0 thousand for the same respective period in 2024.
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 months ended March 31, 2025 and 2024, respectively.
Foreign Exchange and Other (Losses) Gains
Net foreign exchange and other losses of $7.4 million were realized for the three months ended March 31, 2025 compared to net foreign exchange and other gains of $2.1 million for the same period in 2024. For the three months ended March 31, 2025, net foreign exchange losses of $7.9 million were attributable to significant weakening of the U.S. dollar on the re-measurement of net loss reserves and insurance related liabilities denominated in the British pound and euro.
Net foreign exchange gains of $2.1 million were realized for the three months ended March 31, 2024. The net foreign exchange gains of $2.1 million in the first quarter of 2024 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.
Foreign currency fluctuations are 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 March 31, 2025 included net loss reserves of $344.5 million. Our foreign currency asset exposures at March 31, 2025 included $126.6 million of fixed maturity securities managed by our investment managers who have the discretion to hold foreign
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currency exposures as part of their total return strategy, $30.6 million of equity method real estate investments denominated in Canadian dollars, as well as $12.6 million of funds withheld receivable.
Underwriting Results by Reportable Segment
Diversified Reinsurance Segment
The underwriting results for our Diversified Reinsurance segment for the three months ended March 31, 2025 and 2024 were as follows:
| For the Three Months Ended March 31, | ||||||||||||||
| ($ in thousands) | 2025 | 2024 | ||||||||||||
Gross premiums written | $ | 5,016 | $ | 8,828 | ||||||||||
Net premiums written | $ | 4,991 | $ | 8,819 | ||||||||||
Net premiums earned | $ | 5,000 | $ | 8,991 | ||||||||||
| Other insurance revenue, net | — | 46 | ||||||||||||
Net loss and LAE | 2,234 | (2,924) | ||||||||||||
Commission and other acquisition expenses | (2,291) | (4,295) | ||||||||||||
General and administrative expenses | (2,689) | (2,090) | ||||||||||||
Underwriting income (loss) | $ | 2,254 | $ | (272) | ||||||||||
Underwriting income (loss) by business unit is detailed in the table below for the Diversified Reinsurance segment for the three months ended March 31, 2025 and 2024:
| For the Three Months Ended March 31, | ||||||||||||||
| ($ in thousands) | 2025 | 2024 | ||||||||||||
| International | $ | (795) | $ | (655) | ||||||||||
| GLS | 1,190 | (88) | ||||||||||||
| Other run-off lines | 1,859 | 471 | ||||||||||||
| Underwriting income (loss) | $ | 2,254 | $ | (272) | ||||||||||
Premiums — As discussed in the "Overview" section, Maiden LF and Maiden GF are no longer writing new business and have entered into the AmTrust Renewal Rights Agreements which are expected to cover certain programs of Maiden LF and Maiden GF's primary business written in Sweden, Norway, other Nordic countries, the United Kingdom and Ireland. In addition, on November 29, 2024, the Company entered into an agreement to sell its Swedish subsidiaries, Maiden LF and Maiden GF to an expanding group of international insurance and reinsurance companies headquartered in the United Kingdom. Maiden LF and Maiden GF were the principal operating subsidiaries of the Company’s IIS platform; therefore we will continue to experience limited premium written for 2025 in the Diversified Segment. Please refer to Note 14. Assets Held for Sale of the Notes to Condensed Consolidated Financial Statements included in Part I Item 1. "Financial Information" for more details.
Gross premiums written decreased by $3.8 million or 43.2% for the three months ended March 31, 2025 while net premiums written decreased by $3.8 million or 43.4% for the three months ended March 31, 2025, compared to the same respective period in 2024. Net premiums earned decreased by $4.0 million or 44.4% during the three months ended March 31, 2025, compared to the same respective period in 2024.
Other insurance revenue, net — Other insurance 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. Other insurance revenue, net included $46.0 thousand of service fee income earned for the three months ended March 31, 2024, with no other insurance revenue earned in the three months ended March 31, 2025.
Net Loss and LAE — Net loss and LAE decreased by $5.2 million for the three months ended March 31, 2025, compared to the same respective period in 2024. The net loss and LAE was impacted by net favorable PPD of $4.6 million for the three months ended March 31, 2025 compared to favorable PPD of $0.7 million for the same period in 2024.
The net favorable PPD for the three months ended March 31, 2025 was primarily from favorable development in GLS and other runoff business lines as shown in the table below. GLS experienced favorable PPD due to the pending commutation of a GLS contract which is awaiting approval by the Vermont DFR. The net favorable development for the three months ended March 31, 2024 was primarily from GLS and other runoff business lines.
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The table below details PPD by line of business for the three months ended March 31, 2025 and 2024:
| For the Three Months Ended March 31, | 2025 | 2024 | ||||||||||||
| Prior Year Loss Development adverse (favorable) | ($ in thousands) | |||||||||||||
| IIS business | $ | (151) | $ | 352 | ||||||||||
| GLS | (2,535) | (522) | ||||||||||||
| Other run-off lines | (1,871) | (485) | ||||||||||||
| Total Diversified Reinsurance Prior Year Development | $ | (4,557) | $ | (655) | ||||||||||
Commission and Other Acquisition Expenses — Commission and other acquisition expenses decreased by $2.0 million or 46.7% for the three months ended March 31, 2025, compared to the same respective period in 2024 due to lower premiums written and earned by Maiden LF and GF as they are no longer writing new business having entered into the AmTrust Renewal Rights Agreements in 2024.
General and Administrative Expenses — General and administrative expenses increased by $0.6 million or 28.7% for the three months ended March 31, 2025, compared to the same respective period in 2024.
AmTrust Reinsurance Segment
The AmTrust Reinsurance segment reported underwriting income of $5.2 million during the three months ended March 31, 2025, compared to an underwriting loss of $7.3 million for the same respective period in 2024.
The underwriting results for the AmTrust Reinsurance segment for the three months ended March 31, 2025 and 2024 were as follows:
| For the Three Months Ended March 31, | ||||||||||||||
| ($ in thousands) | 2025 | 2024 | ||||||||||||
Gross premiums written | $ | (942) | $ | (505) | ||||||||||
Net premiums written | $ | (942) | $ | (505) | ||||||||||
Net premiums earned | $ | 2,684 | $ | 3,417 | ||||||||||
Net loss and LAE | 5,389 | (8,701) | ||||||||||||
Commission and other acquisition expenses | (2,267) | (1,298) | ||||||||||||
General and administrative expenses | (606) | (670) | ||||||||||||
Underwriting income (loss) | $ | 5,200 | $ | (7,252) | ||||||||||
Premiums — The table below shows net premiums written by category for the three months ended March 31, 2025 and 2024:
| For the Three Months Ended March 31, | 2025 | 2024 | Change in | |||||||||||||||||
| ($ in thousands) | Total | Total | $ | |||||||||||||||||
| Net Premiums Written | ||||||||||||||||||||
Small Commercial Business | $ | (259) | $ | (492) | $ | 233 | ||||||||||||||
Specialty Program | — | (15) | 15 | |||||||||||||||||
Specialty Risk and Extended Warranty | (683) | 2 | (685) | |||||||||||||||||
Total AmTrust Reinsurance | $ | (942) | $ | (505) | $ | (437) | ||||||||||||||
The negative premiums for the three months ended March 31, 2025 and March 31, 2024 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.
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Net premiums earned decreased by $0.7 million for the three months ended March 31, 2025 compared to the same respective period in 2024. The table below provides detail on net premiums earned in the three months ended March 31, 2025 and 2024:
| For the Three Months Ended March 31, | 2025 | 2024 | Change in | |||||||||||||||||
| ($ in thousands) | Total | Total | $ | |||||||||||||||||
| Net Premiums Earned | ||||||||||||||||||||
Small Commercial Business | $ | (259) | $ | (492) | $ | 233 | ||||||||||||||
Specialty Program | — | (15) | 15 | |||||||||||||||||
Specialty Risk and Extended Warranty | 2,943 | 3,924 | (981) | |||||||||||||||||
Total AmTrust Reinsurance | $ | 2,684 | $ | 3,417 | $ | (733) | ||||||||||||||
Net Loss and LAE — Net loss and LAE decreased by $14.1 million for the three months ended March 31, 2025, compared to the same respective period in 2024. This was driven by favorable PPD under the AmTrust Quota Share for the three months ended March 31, 2025 compared to adverse development for the same respective period in 2024. Net favorable PPD was $7.8 million during the three months ended March 31, 2025, compared to net adverse development of $7.2 million for the same respective period in 2024, incurred primarily within the AmTrust Quota Share and European Hospital Liability Quota Share.
The table below shows PPD for the AmTrust Reinsurance segment for the three months ended March 31, 2025 and 2024:
| For the Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Prior Year Loss Development adverse (favorable) | ($ in thousands) | |||||||||||||
| AmTrust Quota Share | $ | (1,655) | $ | 5,000 | ||||||||||
| LPT/ADC Agreement | (6,176) | (317) | ||||||||||||
| European Hospital Liability Quota Share | 27 | 2,535 | ||||||||||||
| Total AmTrust Prior Year Development | $ | (7,804) | $ | 7,218 | ||||||||||
Net favorable PPD for the three months ended March 31, 2025 was primarily due to the amortization of the deferred gain liability of $5.9 million under the LPT/ADC Agreement since cumulative paid losses exceed the risk retention under the LPT/ADC Agreement. There was also a reduction of $0.3 million in the credit loss allowance for reinsurance recoverable under the LPT/ADC Agreement for the three months ended March 31, 2025.
Net adverse development of $7.2 million for the three months ended March 31, 2024 was primarily due to the AmTrust Quota Share contract, with European Hospital Liability also producing adverse loss development. In the AmTrust Quota Share, U.S. Program business experienced continuing adverse development from construction defect coverage for accident years 2015 to 2018 as new claims emergence reported by AmTrust was again far greater than expected; this was partly offset by continued favorable development within Workers Compensation business for accident years 2014 to 2017. Net adverse loss development on European Hospital Liability Quota Share was primarily driven by emergence of loss data from adverse claim verdicts on older claims prior to 2014, resulting in strengthening of loss development tail on underwriting years 2011 to 2014.
Commission and Other Acquisition Expenses — Commission and other acquisition expenses increased by $1.0 million for the three months ended March 31, 2025, compared to the same respective period in 2024. Total acquisition costs increased as a percentage of net premiums earned in 2024 due to accelerated amortization of deferred acquisition costs upon the recognition of a premium deficiency of $1.3 million for the AmTrust Quota Share for the three months ended March 31, 2025. There was no recognition of a premium deficiency for the same respective period in 2024.
General and Administrative Expenses — General and administrative expenses decreased by $0.1 million for the three months ended March 31, 2025, compared to the same respective period in 2024.
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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 March 31, 2025, the Company had investable assets of $641.7 million compared to $699.4 million as of December 31, 2024. 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 $57.7 million during the three months ended March 31, 2025 due to continued run-off of our reinsurance portfolio liabilities as claim payments were settled primarily from sales and maturities of AFS bond securities, as well as our loan to related party which decreased by $39.9 million in the three months ended March 31, 2025.
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, 2024, that was filed with the SEC on March 10, 2025.
Maiden Reinsurance re-domesticated from Bermuda to Vermont on March 16, 2020. We continue to be actively engaged with the 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 active underwriting, capital management or other strategic initiatives, including our Combination Agreement with Kestrel. Please see Note 15. Subsequent Events in the Notes to Condensed Consolidated Financial Statements under Part I Item 1. "Financial Information" for additional information on the regulatory approval process related to the Combination Agreement with Kestrel.
Maiden Reinsurance has received all necessary approvals required to date by the Vermont DFR in respect of its business plan, including GLS activities 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 prior common share repurchases. The Investment Policy, as approved and as amended, maintains our established investment management and governance practices.
In 2024 and 2025, 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. During the three months ended March 31, 2025, Maiden Reinsurance paid dividends of $6.3 million to Maiden NA (2024: $6.3 million) as part of the approved dividend program. During the three months ended March 31, 2025 and 2024, Maiden NA did not pay any dividends to Maiden Holdings.
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 have not written any new retroactive risks through GLS since December 30, 2022, and this will be smaller in relation to the run-off of our prior reinsurance business. During the three months ended March 31, 2025, we experienced negative operating cash flows as we run off the AmTrust Reinsurance segment reserves as shown in the cash flows table further below.
We currently expect a trend of positive investing cash flows through 2025, and will 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 its cash requirements for the next twelve months as we generally expect operating cash flows to be sufficiently offset by investing cash flows. The consideration and related expenses associated with completing the Combination Agreement with Kestrel will use substantial amounts of current liquidity. 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 March 31, 2025, unrestricted cash, cash equivalents and fixed maturity investments were $42.5 million compared to $75.0 million held at December 31, 2024, a decrease of $32.5 million during the three months ended March 31, 2025. This was primarily driven by a $30.2 million decrease in our AFS bond portfolio due to sales and maturities during the three months ended March 31, 2025, the proceeds of which were used for operating expenses and interest payments on our Senior Notes.
Please see the related discussion on investing and financing cash flows below. The table below summarizes our operating, investing and financing cash flows for the three months ended March 31, 2025 and 2024:
| For the Three Months Ended March 31, | 2025 | 2024 | ||||||||||||
| ($ in thousands) | ||||||||||||||
Operating activities | $ | (21,126) | $ | 8,049 | ||||||||||
Investing activities | 29,477 | (19,736) | ||||||||||||
| Financing activities | — | (673) | ||||||||||||
Effect of exchange rate changes on foreign currency cash | 809 | (148) | ||||||||||||
Total increase (decrease) in cash, restricted cash and cash equivalents | $ | 9,160 | $ | (12,508) | ||||||||||
Cash Flows used in Operating Activities
Cash flows used in operating activities for the three months ended March 31, 2025 was $21.1 million compared to cash flows provided by operating activities of $8.0 million for the three months ended March 31, 2024. The increase in cash used in operating activities for the three months ended March 31, 2025 was due to claim payments for ongoing runoff of reinsurance liabilities whereas the settlement of claims was primarily through the funds withheld receivable in the three months ended March 31, 2024.
Cash Flows provided by Investing Activities
Cash flows provided by investing activities consist primarily of proceeds from sales and maturities of investments net of purchases. Net cash provided by investing activities was $29.5 million for the three months ended March 31, 2025 compared to net cash used in investing activities of $19.7 million for the same period in 2024.
For the three months ended March 31, 2025, the proceeds from the sales, maturities and calls exceeded the purchases of fixed maturity securities by $31.8 million compared to net purchases of $10.8 million for the same period in 2024. The size of the fixed income investment portfolio has diminished 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.
For the three months ended March 31, 2025 and 2024, investing cash flows included purchases of alternative investments which exceeded proceeds from the sales and redemptions. There were net purchases of $2.3 million for alternative investments during the three months ended March 31, 2025 compared to net purchases of alternative investments of $8.8 million for the same period in 2024. These net purchases were mainly due to pre-existing commitments for private equity fund investments for the three months ended March 31, 2025.
Cash Flows used in Financing Activities
Cash flows used in financing activities were $0.0 million for the three months ended March 31, 2025 compared to $0.7 million for the same period in 2024.
During the three months ended March 31, 2025, the Company did not repurchase any common shares under our authorized common share repurchase plan. During the three months ended March 31, 2024, the Company repurchased 352,111 common shares at an average price of $1.91 per share for $0.7 million under our authorized common share repurchase plan.
No dividends on common shares were paid during the three months ended March 31, 2025 and 2024. 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, 2024, that was filed with the SEC on March 10, 2025. Please also refer to "Part I, Item 1 - Notes to Condensed Consolidated Financial Statements (unaudited) "Note 4.(e) Restricted Cash, Cash Equivalents and Investments" included in this Form 10-Q for details of the fair values of restricted assets at March 31, 2025 and December 31, 2024.
At March 31, 2025 and December 31, 2024, restricted cash and cash equivalents and fixed maturity investments used as collateral were $204.2 million and $192.4 million, respectively. This collateral represents 82.8% and 71.9% of the fair value of total fixed maturity investments, cash, restricted cash and cash equivalents at March 31, 2025 and December 31, 2024, respectively.
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Cash and Investments
Historically, the investment of our funds had generally been designed to ensure safety of principal while generating current income. Accordingly, our fixed income investment portfolio is invested in liquid, investment-grade fixed maturity securities which are all designated as AFS at March 31, 2025. Further, as our insurance liabilities continue to run-off and the required capital to operate our business for regulatory purposes decreases, we expanded Maiden Reinsurance’s investment policy which has been approved by the Vermont DFR. Under this modified investment policy, we expanded the range of asset classes we invest in to enhance the income and total returns our investment portfolio produces. We categorize these investments as alternative investments which include "Other Investments", "Equity Securities", and "Equity Method Investments" on our Condensed Consolidated Balance Sheets.
As of March 31, 2025 and December 31, 2024, our cash and investments consisted of:
| March 31, 2025 | December 31, 2024 | |||||||||||||
| ($ in thousands) | ||||||||||||||
| Fixed maturities, available-for-sale, at fair value | $ | 202,460 | $ | 232,613 | ||||||||||
| Equity securities, at fair value | 11,850 | 13,147 | ||||||||||||
| Equity method investments | 78,841 | 81,287 | ||||||||||||
| Other investments | 163,558 | 157,016 | ||||||||||||
| Total investments | 456,709 | 484,063 | ||||||||||||
| Cash and cash equivalents | 28,706 | 25,651 | ||||||||||||
| Restricted cash and cash equivalents | 15,562 | 9,084 | ||||||||||||
| Total Investments and Cash and Cash Equivalents | $ | 500,977 | $ | 518,798 | ||||||||||
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 had increased the amount of alternative investments held and we had expected to continue to increase the amounts invested therein over time. However, as our strategic plans have evolved and now changed, particularly as regards our pending combination with Kestrel, we have modified our approach to this investment policy, and have reduced our investments and ceased new commitments to alternative investments under this policy as part of these ongoing group strategic initiatives while also strengthening overall liquidity. The net purchases of other investments for the three months ended March 31, 2025 were due to pre-existing commitments for private equity funds, and we will not be making new commitments to alternative investments in the foreseeable future.
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 investments are held by Maiden Reinsurance, whose investment policy was approved by the Vermont DFR. Prior to the exchange of our preference shares for common shares, 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 as of December 27, 2022 ("Exchange"). Therefore, there are no preference shares outstanding.
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As of March 31, 2025, Maiden Reinsurance owned approximately 31.0% of our total outstanding common shares which is eliminated for accounting and financial reporting purposes on our condensed consolidated financial statements. The voting power of Maiden Reinsurance, with respect to its common shares, was capped at 9.5% pursuant to the Company's bye-laws; however the Company's shareholders approved the proposal to remove the 9.5% voting limitation at the Special Meeting.
Treasury shares include 44,750,678 common shares owned by Maiden Reinsurance consisting of 41,439,348 shares issued as part of the Exchange on December 27, 2022 and an additional 3,311,330 common shares that were directly purchased on the open market by Maiden Reinsurance under the Company's authorized share repurchase plan. The market value of our common shares held by Maiden Reinsurance due to the Exchange and common share repurchases was $25.5 million at March 31, 2025.
Cash & Cash Equivalents
At March 31, 2025, we consider the levels of cash and cash equivalents held to be within our targeted ranges. During periods when interest rates experience greater volatility, we have periodically maintained more cash and cash equivalents to better assess current market conditions and opportunities within our defined risk appetite, and may do so in future periods.
Fixed Maturity Investments
The average yield and average duration of our fixed maturities, by asset class, and our cash and cash equivalents (restricted and unrestricted) are as follows at March 31, 2025 and December 31, 2024:
| March 31, 2025 | Original or Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Average yield(1) | Average duration(2) | ||||||||||||||||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||||||||||||||||
U.S. treasury bonds | $ | 52,748 | $ | — | $ | (1) | $ | 52,747 | 4.3 | % | 0.1 | |||||||||||||||||||||||||||
U.S. agency bonds – mortgage-backed | 26,045 | — | (2,937) | 23,108 | 4.6 | % | 5.8 | |||||||||||||||||||||||||||||||
| Non-U.S. government bonds | 45,779 | 38 | (1) | 45,816 | 2.2 | % | 0.6 | |||||||||||||||||||||||||||||||
| Collateralized loan obligations | 63,111 | 40 | (48) | 63,103 | 3.6 | % | 0.3 | |||||||||||||||||||||||||||||||
Corporate bonds | 18,226 | — | (540) | 17,686 | 0.9 | % | 1.3 | |||||||||||||||||||||||||||||||
| Total fixed maturities | 205,909 | 78 | (3,527) | 202,460 | 3.3 | % | 1.2 | |||||||||||||||||||||||||||||||
Cash and cash equivalents | 44,268 | — | — | 44,268 | 1.5 | % | 0.0 | |||||||||||||||||||||||||||||||
Total | $ | 250,177 | $ | 78 | $ | (3,527) | $ | 246,728 | 3.0 | % | 0.9 | |||||||||||||||||||||||||||
| December 31, 2024 | Original or Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Average yield(1) | Average duration(2) | ||||||||||||||||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||||||||||||||||
U.S. treasury bonds | $ | 84,033 | $ | 25 | $ | — | $ | 84,058 | 4.5 | % | 0.1 | |||||||||||||||||||||||||||
U.S. agency bonds – mortgage-backed | 26,841 | — | (3,485) | 23,356 | 4.6 | % | 6.0 | |||||||||||||||||||||||||||||||
| Non-U.S. government bonds | 38,496 | 39 | (3) | 38,532 | 2.7 | % | 0.4 | |||||||||||||||||||||||||||||||
| Collateralized loan obligations | 60,829 | 4 | (130) | 60,703 | 4.1 | % | 0.2 | |||||||||||||||||||||||||||||||
Corporate bonds | 26,589 | — | (625) | 25,964 | 1.0 | % | 1.1 | |||||||||||||||||||||||||||||||
| Total fixed maturities | 236,788 | 68 | (4,243) | 232,613 | 3.7 | % | 1.0 | |||||||||||||||||||||||||||||||
Cash and cash equivalents | 34,735 | — | — | 34,735 | 1.5 | % | 0.0 | |||||||||||||||||||||||||||||||
Total | $ | 271,523 | $ | 68 | $ | (4,243) | $ | 267,348 | 3.4 | % | 0.8 | |||||||||||||||||||||||||||
(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 three months ended March 31, 2025, the yield on the 10-year U.S. Treasury bond decreased by 35 basis points to 4.23%. 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. Driven by the decrease in risk-free rates during the three months ended March 31, 2025, our fixed maturity investment portfolio generated net unrealized gains of $0.7 million which increased our book value per common share by $0.01 during the period. Current outlooks for global monetary policy have become more uncertain in recent months, as a combination of potential significant changes in U.S. fiscal and trade policy and the attendant uncertainty on the impacts of these policies on both U.S. and global economic outlooks and inflation appear to be causing central banks to either adopt a neutral stance or apply further tightening should data dictate such actions, particularly inflation and labor market data. 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.
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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 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 March 31, 2025, 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 $3.6 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 March 31, 2025 and December 31, 2024, these respective durations in years were as follows:
| March 31, 2025 | December 31, 2024 | |||||||||||||
Fixed maturities and cash and cash equivalents | 0.9 | 0.8 | ||||||||||||
| Reserve for loss and LAE - gross of LPT/ADC Agreement reserves | 6.4 | 6.4 | ||||||||||||
| Reserve for loss and LAE - net of LPT/ADC Agreement reserves | 3.5 | 3.5 | ||||||||||||
During the three months ended March 31, 2025, the weighted average duration of our fixed maturity investment portfolio increased by 0.1 years to 0.9 years while the duration for gross reserve for loss and LAE remained at 6.4 years. The differential in duration between these assets and liabilities may fluctuate over time and in the case of fixed maturities, historically has been affected by factors such as market conditions, changes in asset mix and prepayment speeds in the case of both our U.S. agency mortgage-backed securities ("Agency MBS") and commercial mortgage-backed securities held.
At March 31, 2025, the duration of our loss reserves net of the LPT/ADC Agreement was higher than 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 March 31, 2025 and December 31, 2024, 49.4% and 51.1%, respectively, of our fixed income investments were comprised of floating rate securities which are detailed in the table below:
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| ($ in thousands) | Fair Value | % of Total | Fair Value | % of Total | ||||||||||||||||||||||
| Floating rate securities | ||||||||||||||||||||||||||
| Collateralized loan obligations | $ | 63,103 | 16.3 | % | $ | 60,703 | 13.6 | % | ||||||||||||||||||
| Total floating rate AFS fixed maturities at fair value | 63,103 | 16.3 | % | 60,703 | 13.6 | % | ||||||||||||||||||||
| Loan to related party | 128,118 | 33.1 | % | 167,975 | 37.5 | % | ||||||||||||||||||||
| Total floating rate securities | $ | 191,221 | 49.4 | % | $ | 228,678 | 51.1 | % | ||||||||||||||||||
Total fixed income investments at fair value (1) | $ | 387,452 | $ | 447,973 | ||||||||||||||||||||||
(1) Total fixed income investments at fair value include AFS fixed maturities, cash and restricted cash, funds withheld receivable, and net loan receivable from related party.
At March 31, 2025 and December 31, 2024, 100.0% of the Company’s U.S. agency bond holdings are mortgage-backed. Total U.S. agency MBS comprise 11.4% of our fixed maturity investment portfolio at March 31, 2025. 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 March 31, 2025 and December 31, 2024 were as follows:
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| ($ in thousands) | Fair Value | % of Total | Fair Value | % of Total | ||||||||||||||||||||||
| FNMA – fixed rate | $ | 13,240 | 57.3 | % | $ | 13,232 | 56.7 | % | ||||||||||||||||||
| FHLMC – fixed rate | 7,806 | 33.8 | % | 7,987 | 34.2 | % | ||||||||||||||||||||
| GNMA – variable rate | 2,062 | 8.9 | % | 2,137 | 9.1 | % | ||||||||||||||||||||
| Total U.S. Agency MBS | $ | 23,108 | 100.0 | % | $ | 23,356 | 100.0 | % | ||||||||||||||||||
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At March 31, 2025 and December 31, 2024, 100.0% 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.
The security holdings by sector and financial strength rating of our corporate bond holdings at March 31, 2025 and December 31, 2024 were as follows:
Ratings(1) | ||||||||||||||||||||||||||||||||||||||
| March 31, 2025 | AAA | A+, A, A- | BBB+, BBB, BBB- | BB+ or lower | Fair Value | % of Corporate bonds portfolio | ||||||||||||||||||||||||||||||||
Corporate bonds | ($ in thousands) | |||||||||||||||||||||||||||||||||||||
Basic Materials | — | % | — | % | 30.3 | % | — | % | $ | 5,354 | 30.3 | % | ||||||||||||||||||||||||||
Consumer | — | % | 15.2 | % | 13.7 | % | — | % | 5,115 | 28.9 | % | |||||||||||||||||||||||||||
Financial Institutions | — | % | 38.2 | % | 2.6 | % | — | % | 7,217 | 40.8 | % | |||||||||||||||||||||||||||
Total | — | % | 53.4 | % | 46.6 | % | — | % | $ | 17,686 | 100.0 | % | ||||||||||||||||||||||||||
Ratings(1) | ||||||||||||||||||||||||||||||||||||||
| December 31, 2024 | AAA | A+, A, A- | BBB+, BBB, BBB- | BB+ or lower | Fair Value | % of Corporate bonds portfolio | ||||||||||||||||||||||||||||||||
Corporate bonds | ($ in thousands) | |||||||||||||||||||||||||||||||||||||
Basic Materials | — | % | — | % | 19.6 | % | — | % | $ | 5,090 | 19.6 | % | ||||||||||||||||||||||||||
Consumer | — | % | 9.9 | % | 24.8 | % | — | % | 9,001 | 34.7 | % | |||||||||||||||||||||||||||
Financial Institutions | 6.1 | % | 37.9 | % | 1.7 | % | — | % | 11,873 | 45.7 | % | |||||||||||||||||||||||||||
Total | 6.1 | % | 47.8 | % | 46.1 | % | — | % | $ | 25,964 | 100.0 | % | ||||||||||||||||||||||||||
(1) Ratings as assigned by S&P, or equivalent
The table below includes the Company’s five largest corporate holdings at fair value and as a percentage of all fixed income securities held as at March 31, 2025. The Company's five largest corporate holdings are 100.0% euro denominated, with 28.9% in the Consumer Sector and 40.8% in the Financial Institutions sector.
| March 31, 2025 | Fair Value | % of Holdings | Rating(1) | |||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Chubb Ina Holdings Inc., 1.55%, Due 3/15/2028 | $ | 6,760 | 3.4 | % | A | |||||||||||||||
| PPG Industries Inc., 0.875%, Due 11/3/2025 | 5,354 | 2.6 | % | BBB+ | ||||||||||||||||
| McKesson Corp., 1.5% Due 11/17/2025 | 2,687 | 1.3 | % | A- | ||||||||||||||||
| Baxter International Inc., 1.3%, Due 5/30/2025 | 2,428 | 1.2 | % | BBB | ||||||||||||||||
| American Tower Corp, 1.0%, Due 1/15/2032 | 457 | 0.2 | % | BBB | ||||||||||||||||
Total | $ | 17,686 | 8.7 | % | ||||||||||||||||
(1) Ratings as assigned by S&P, or equivalent
At March 31, 2025 and December 31, 2024, we held the following types of non-U.S. dollar denominated securities:
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| ($ in thousands) | Fair Value | % of Total | Fair Value | % of Total | ||||||||||||||||||||||
| Non-USD denominated collateralized loan obligations | $ | 63,103 | 49.8 | % | $ | 60,283 | 48.9 | % | ||||||||||||||||||
| Non-USD denominated corporate bonds | 17,686 | 14.0 | % | 24,373 | 19.8 | % | ||||||||||||||||||||
| Non-U.S. government bonds | 45,816 | 36.2 | % | 38,532 | 31.3 | % | ||||||||||||||||||||
| Total non-U.S. dollar denominated securities | $ | 126,605 | 100.0 | % | $ | 123,188 | 100.0 | % | ||||||||||||||||||
At March 31, 2025 and December 31, 2024, respectively, 100.0% of non-U.S. dollar denominated securities were invested in euro denominated bonds. The net increase in non-USD denominated fixed maturities is largely due to foreign exchange appreciation of euro denominated corporate bonds relative to the U.S. dollar during the three months ended March 31, 2025.
At March 31, 2025 and December 31, 2024, 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. dollar denominated currencies at March 31, 2025 and December 31, 2024, respectively.
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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 March 31, 2025 and December 31, 2024:
Ratings(1) | March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||
| ($ in thousands) | Fair Value | % of Total | Fair Value | % of Total | ||||||||||||||||||||||
| A+, A, A- | $ | 9,447 | 53.4 | % | $ | 12,403 | 50.9 | % | ||||||||||||||||||
| BBB+, BBB, BBB- | 8,239 | 46.6 | % | 11,970 | 49.1 | % | ||||||||||||||||||||
| Total non-U.S. dollar denominated corporate bonds | $ | 17,686 | 100.0 | % | $ | 24,373 | 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, 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 March 31, 2025 and December 31, 2024 consisted of the following asset categories:
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| ($ in thousands) | Carrying Value | % of Total | Carrying Value | % of Total | ||||||||||||||||||||||
| Privately held common stocks | $ | 5,768 | 2.3 | % | $ | 6,778 | 2.7 | % | ||||||||||||||||||
| Privately held preferred stocks | 6,082 | 2.4 | % | 6,369 | 2.5 | % | ||||||||||||||||||||
| Total equity securities | $ | 11,850 | 4.7 | % | $ | 13,147 | 5.2 | % | ||||||||||||||||||
| Real estate investments | $ | 58,140 | 22.9 | % | $ | 57,541 | 22.9 | % | ||||||||||||||||||
| Other equity method investments | 20,701 | 8.1 | % | 23,746 | 9.4 | % | ||||||||||||||||||||
| Total equity method investments | $ | 78,841 | 31.0 | % | $ | 81,287 | 32.3 | % | ||||||||||||||||||
| Private equity funds | $ | 27,098 | 10.7 | % | $ | 25,123 | 10.0 | % | ||||||||||||||||||
| Private credit investments | 1,808 | 0.7 | % | 1,909 | 0.8 | % | ||||||||||||||||||||
| Privately held equity investments | 48,677 | 19.1 | % | 46,301 | 18.4 | % | ||||||||||||||||||||
| Investments in direct lending entities (at cost) | 85,975 | 33.8 | % | 83,683 | 33.3 | % | ||||||||||||||||||||
| Total other investments | $ | 163,558 | 64.3 | % | $ | 157,016 | 62.5 | % | ||||||||||||||||||
| Total alternative investments | $ | 254,249 | 100.0 | % | $ | 251,450 | 100.0 | % | ||||||||||||||||||
Our allocation to alternative investments increased to 50.8% of our total cash and investments held as of March 31, 2025 compared to 48.5% as of December 31, 2024, the combination of additional funding of certain investments based on pre-existing commitments and increases in value in select investments. In addition to the categories described above, we also evaluate our alternative investments by the following asset classes:
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| ($ in thousands) | Carrying Value | % of Total | Carrying Value | % of Total | ||||||||||||||||||||||
| Private Equity | $ | 58,922 | 23.2 | % | $ | 58,031 | 23.1 | % | ||||||||||||||||||
| Private Credit | 1,808 | 0.7 | % | 1,909 | 0.7 | % | ||||||||||||||||||||
| Alternatives | 103,597 | 40.7 | % | 104,790 | 41.7 | % | ||||||||||||||||||||
| Venture Capital | 26,196 | 10.3 | % | 23,533 | 9.4 | % | ||||||||||||||||||||
| Real Estate | 63,726 | 25.1 | % | 63,187 | 25.1 | % | ||||||||||||||||||||
| Total alternative investments | $ | 254,249 | 100.0 | % | $ | 251,450 | 100.0 | % | ||||||||||||||||||
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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. Within these asset classes, our portfolio broadly consists of the following types of investments:
•Private Equity – this asset class consists of both fund investments with leading private equity sponsors and direct equity investments in private companies, sometimes in conjunction with our private equity fund sponsors. As of March 31, 2025, $2.5 million or 4.2% of investments in the private equity asset class consisted of investments in private equity funds and $56.5 million or 95.8% consisted of direct equity investments in private companies.
•Private Credit - this asset class consists of both fund investments with leading private credit sponsors and direct credit investments in private companies, sometimes in conjunction with our private credit fund sponsors. Private credit investments in both funds and on a direct basis will typically be secured lending arrangements with non-rated entities, often with additional protective provisions to enhance the security and returns of these investments. As of March 31, 2025, $1.8 million or 100.0% of the private credit asset class consisted of direct investments in debt securities of private companies.
•Alternatives – this asset class consists of structured financing arrangements which typically have incentive features to enhance the Company’s returns. As part of these arrangements, the Company requires collateral or bankruptcy-remote structures to protect its investments. As of March 31, 2025, $102.0 million or 98.5% of investments in the alternatives asset class were direct investments and $1.6 million or 1.5% of the alternatives asset class were invested in funds. One investment in a collateralized direct lending entity of $86.0 million represents 83.0% of this asset class and is discussed further in "Note 4 — Investments" included in Part I Item 1. "Financial Information" in this Quarterly Report on Form 10-Q for the three months ended March 31, 2025.
•Venture Capital – this asset class consists of both fund investments with venture capital firms focused primarily on “insurtech” or “fintech” early-stage investments as well as direct investments in start-up companies in this sector, including equity investments in individual companies made in conjunction with our venture capital fund sponsors. As of March 31, 2025, $12.1 million or 46.4% of investments in the venture capital asset class consisted of investments in funds and $14.0 million or 53.6% consisted of direct equity investments in start-up companies. As of March 31, 2025, $14.7 million or 56.0% of our venture capital investments were invested in funds or companies that would be considered “insurtech” investments.
•Real Estate – this asset class consists of long-term equity investments in three real estate projects. Two are multi-family residential development projects near major urban centers where workforce housing demand continues to be strong. One investment is a minority stake as a limited partner with a leading property developer with a highly successful track record, where the Company will earn returns from both operating income from rentals and future sales of properties. As of March 31, 2025, the Company has $27.5 million invested in this project and expects investment returns to commence in earnest in 2026 and beyond. The second multi-family residential investment is a majority stake with general partner rights wherein the Company is providing the capital backing to an experienced and successful developer in the subject market, while also taking minority equity stakes in individual projects. To date, this development project has secured five properties in attractive locations and is currently in the zoning and planning stages. As of March 31, 2025, the Company has $30.6 million invested in this project and has commenced earning limited amounts of fee income from this project. As part of its investment, the Company has also provided certain loan guarantees which are discussed in more detail in Note 11 — Commitments, Contingencies and Guarantees included in Part I Item 1. "Financial Information". We expect fee and operating income and gains from future sales of properties to commence in earnest in 2027 and beyond. Finally, the Company has a minority equity stake in an iconic office building in a major city in the U.S., with an attractive and growing tenant roll. As of March 31, 2025, the Company has $5.6 million invested in this project and to date has earned preferred returns and received certain distributions. In addition to preferred returns, the Company expects to receive future distributions of operating income from this investment.
Certain of the Company's investments in limited partnerships are related to real estate joint ventures with interests in multi-property projects with varying strategies ranging from the development of properties to the ownership of income-producing properties. In certain of these joint ventures, the Company has provided certain indemnities, guarantees and commitments to certain parties such that it may be required to make payments now or in the future. 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
Our investment portfolio returns included in earnings decreased to $3.6 million during the three months ended March 31, 2025, compared to $17.1 million for the same respective period in 2024 largely due to lower interest income on the loan to related party and the funds withheld receivable. Also, the AFS fixed income portfolio is considerably smaller compared to the prior period due to the use of proceeds from sales and maturities to pay run-off reserve liabilities in both the AmTrust and Diversified Reinsurance segments.
Our alternative investment portfolio increased by 1.1% in the first quarter of 2025 due to net purchases of private equity funds. The alternative investment portfolio produced a positive net return of 0.3% in the first quarter of 2025 compared to 3.4% for the same period in 2024. Please refer to Note 15. Subsequent Events of the Notes to Condensed Consolidated Financial Statements included in Part I Item 1. "Financial Information" for information regarding the recent sale of one the Company's private equity investments accounted for as an equity method investment held at March 31, 2025.
The following table summarizes our investment results for the three months ended March 31, 2025 and 2024:
| For the Three Months Ended March 31, | ||||||||||||||
| ($ in thousands) | 2025 | 2024 | ||||||||||||
| Net investment income: | ||||||||||||||
Fixed income investments(1) | $ | 2,477 | $ | 6,411 | ||||||||||
| Cash and restricted cash | 363 | 174 | ||||||||||||
| Other investments, including equities | 216 | 1,207 | ||||||||||||
| Investment expenses | (22) | (92) | ||||||||||||
| Total net investment income | 3,034 | 7,700 | ||||||||||||
| Net realized losses: | ||||||||||||||
Fixed income assets(1) | (1) | (218) | ||||||||||||
| Other investments, including equities | (133) | — | ||||||||||||
| Total net realized losses | (134) | (218) | ||||||||||||
| Net unrealized gains: | ||||||||||||||
| Other investments, including equities | 3,465 | 8,968 | ||||||||||||
Total net unrealized gains | 3,465 | 8,968 | ||||||||||||
Interest in loss of equity method investments: | ||||||||||||||
Interest in (loss) income of equity method investments | (2,722) | 606 | ||||||||||||
Interest in (loss) income of equity method investments | (2,722) | 606 | ||||||||||||
Total investment return included in earnings (A) | $ | 3,643 | $ | 17,056 | ||||||||||
| Other comprehensive income: | ||||||||||||||
Unrealized gains on AFS fixed maturity securities and equity method investments excluding foreign exchange (B) | $ | 726 | $ | 1,018 | ||||||||||
| Total investment return = (A) + (B) | $ | 4,369 | $ | 18,074 | ||||||||||
Annualized income from fixed income assets(2) | $ | 11,360 | $ | 26,340 | ||||||||||
Average aggregate fixed income assets, at cost(2) | 428,013 | 577,388 | ||||||||||||
| Annualized investment book yield | 2.7 | % | 4.6 | % | ||||||||||
Average aggregate invested assets, at fair value(3) | $ | 677,050 | $ | 887,969 | ||||||||||
| Investment return included in net earnings | 0.5 | % | 1.9 | % | ||||||||||
| Total investment return | 0.6 | % | 2.0 | % | ||||||||||
1.Fixed income investments include AFS securities as well as funds withheld receivable, and loan to related party.
2.Average aggregate fixed income assets 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.
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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.
The following table details total investment returns for our fixed income investments for the three months ended March 31, 2025 and 2024:
Fixed Income Investments(1) | For the Three Months Ended March 31, | |||||||||||||
| ($ in thousands) | 2025 | 2024 | ||||||||||||
| Gross investment income | $ | 2,840 | $ | 6,585 | ||||||||||
Net realized losses | (1) | (218) | ||||||||||||
Change in AOCI (3) | 726 | 1,018 | ||||||||||||
| Gross investment returns | $ | 3,565 | $ | 7,385 | ||||||||||
Average invested assets, at fair value (4) | $ | 424,200 | $ | 569,962 | ||||||||||
| Gross Investment Returns | 0.8 | % | 1.3 | % | ||||||||||
| Less: Investment expenses | $ | 54 | $ | (4) | ||||||||||
| Net investment returns | $ | 3,511 | $ | 7,389 | ||||||||||
| Net Investment Returns | 0.8 | % | 1.3 | % | ||||||||||
Our net investment returns decreased to 0.8% for the three months ended March 31, 2025, compared to 1.3% for the respective period in 2024. This was due to floating rate investments that comprised 49.4% of our fixed income investments at March 31, 2025 which caused the portfolio to accrue lower interest income under the current rate environment.
The interest income from the net loan receivable from related party declined by $2.5 million. Net interest income is lower than the prior period since interest income on the AR Loan Agreement is now offset by interest payable on the Premium Repayment Loan Agreement beginning on January 1, 2025. Net interest income earned on the net loan receivable was also offset by a non-recurring adjustment of $1.2 million in the three months ended March 31, 2025 due to contractual reductions regarding the timing of paid loss settlements in 2024. Therefore, this caused a lower weighted average interest rate on an outstanding net balance of $128.1 million at March 31, 2025 compared to $168.0 million throughout 2024 and the average yield on the loan decreased to 1.9% for the three months ended March 31, 2025, compared to 7.3% for the same period in 2024. Excluding the non-recurring adjustment to net interest income, the average yield on the net loan receivable was 5.7% for the three months ended March 31, 2025.
Please refer to "Notes to Condensed Consolidated Financial Statements - Note 4 — Investments" included under Part I, Item 1 "Financial Information" of this Quarterly Report on Form 10-Q for further detail on investment returns from fixed income investments held by the Company at March 31, 2025 and 2024. The following table details total investment returns for our alternative investments for the three months ended March 31, 2025 and 2024, respectively:
Alternative Investments(2) | For the Three Months Ended March 31, | |||||||||||||
| ($ in thousands) | 2025 | 2024 | ||||||||||||
| Gross investment (loss) income | $ | (2,506) | $ | 1,813 | ||||||||||
| Net realized losses | (133) | — | ||||||||||||
Net unrealized gains | 3,465 | 8,968 | ||||||||||||
| Gross investment returns | $ | 826 | $ | 10,781 | ||||||||||
Average invested assets, at fair value (4) | $ | 252,850 | $ | 318,007 | ||||||||||
| Gross Investment Returns | 0.3 | % | 3.4 | % | ||||||||||
| Less: Investment expenses | $ | (32) | $ | 96 | ||||||||||
| Net investment returns | $ | 858 | $ | 10,685 | ||||||||||
| Net Investment Returns | 0.3 | % | 3.4 | % | ||||||||||
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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.
The following table details total investment returns for alternative investments by asset class for the three months ended March 31, 2025:
| March 31, 2025 | Private Equity | Private Credit | Alternative Assets | Venture Capital | Real Estate | Total | ||||||||||||||||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||||||||||||||||
| Gross investment income | $ | 427 | $ | — | $ | (3,103) | $ | — | $ | 170 | $ | (2,506) | ||||||||||||||||||||||||||
| Net realized and unrealized gains (losses) | 2,019 | 42 | (12) | 1,343 | (60) | 3,332 | ||||||||||||||||||||||||||||||||
| Total Investment Return | $ | 2,446 | $ | 42 | $ | (3,115) | $ | 1,343 | $ | 110 | $ | 826 | ||||||||||||||||||||||||||
| Average Investments | $ | 58,477 | $ | 1,858 | $ | 104,193 | $ | 24,865 | $ | 63,457 | $ | 252,850 | ||||||||||||||||||||||||||
| Gross Investment Returns | 4.2 | % | 2.3 | % | (3.0) | % | 5.4 | % | 0.2 | % | 0.3 | % | ||||||||||||||||||||||||||
| Annualized Gross Returns | 16.7 | % | 9.0 | % | (12.0) | % | 21.6 | % | 0.7 | % | 1.3 | % | ||||||||||||||||||||||||||
The following table details total investment returns for alternative investments by asset class for the three months ended March 31, 2024:
| March 31, 2024 | Private Equity | Private Credit | Alternative Assets | Venture Capital | Real Estate | Total | ||||||||||||||||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||||||||||||||||
| Gross investment income | $ | (1,092) | $ | 903 | $ | 1,457 | $ | 5 | $ | 540 | $ | 1,813 | ||||||||||||||||||||||||||
| Net realized and unrealized gains (losses) | 7,858 | 1,423 | (32) | 674 | (955) | 8,968 | ||||||||||||||||||||||||||||||||
| Total Investment Return | $ | 6,766 | $ | 2,326 | $ | 1,425 | $ | 679 | $ | (415) | $ | 10,781 | ||||||||||||||||||||||||||
| Average Investments | $ | 87,168 | $ | 54,453 | $ | 96,966 | $ | 21,882 | $ | 57,539 | $ | 318,007 | ||||||||||||||||||||||||||
| Gross Investment Returns | 7.8 | % | 4.3 | % | 1.5 | % | 3.1 | % | (0.7) | % | 3.4 | % | ||||||||||||||||||||||||||
| Annualized Gross Returns | 31.0 | % | 17.1 | % | 5.9 | % | 12.4 | % | (2.9) | % | 13.6 | % | ||||||||||||||||||||||||||
During the three months ended March 31, 2025, on an inception to date basis through March 31, 2025, our alternative investment portfolio has produced an internal rate of return of 4.9% and a multiple on invested capital of 1.12. This includes investments, primarily in the Alternatives and Real Estate asset classes where we anticipate future returns to emerge but have not as yet recognized either returns or gains based on the development stage of certain investments, which constitute 56.7% of our total alternative assets as of March 31, 2025. Excluding the investments still carried at cost, the internal rate of return was 8.8% with a multiple on invested capital of 1.21.
Total returns on our alternative investments by asset class from inception are discussed in detail as of March 31, 2025 in the table below:
| Asset Class | March 31, 2025 | Total | Direct | Fund | ||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | Carrying Value | IRR | MOIC (x) | IRR | MOIC (x) | IRR | MOIC (x) | |||||||||||||||||||||||||||||||||||||
| Private Equity | $ | 58,922 | 10.5 | % | 1.36 | 10.4 | % | 1.42 | 10.8 | % | 1.25 | |||||||||||||||||||||||||||||||||
| Private Credit | 1,808 | 5.3 | % | 1.11 | 12.3 | % | 1.21 | 5.0 | % | 1.10 | ||||||||||||||||||||||||||||||||||
| Hedge Funds | — | 5.2 | % | 1.12 | 5.2 | % | 1.12 | — | % | — | ||||||||||||||||||||||||||||||||||
| Alternatives | 103,597 | 2.9 | % | 1.08 | 3.0 | % | 1.08 | (12.3) | % | 0.83 | ||||||||||||||||||||||||||||||||||
| Venture Capital | 26,196 | 7.9 | % | 1.22 | 12.0 | % | 1.45 | (2.5) | % | 0.95 | ||||||||||||||||||||||||||||||||||
| Real Estate | 63,726 | (3.1) | % | 0.93 | (3.1) | % | 0.93 | — | % | — | ||||||||||||||||||||||||||||||||||
| Total | $ | 254,249 | 4.9 | % | 1.12 | 4.2 | % | 1.11 | 6.3 | % | 1.12 | |||||||||||||||||||||||||||||||||
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•Private Equity – investment returns in this asset class reflect both dividends and distributions received as well as unrealized gains or losses from adjustments to net asset values in the case of fund investments and market value adjustments in the case of direct equity investments. During the three months ended March 31, 2025, private equity investments produced a total investment return of $2.4 million with fund investments earning $0.2 million while direct investments produced a total investment return of $2.3 million. Inception to date, private equity investments have produced an internal rate of return of 10.5% and a multiple on invested capital of 1.36; fund investments produced an internal rate of return of 10.8% and a multiple on invested capital of 1.25, and direct investments have produced an internal rate of return of 10.4% and a multiple on invested capital of 1.42. Net realized gains of $2.0 million on private equity investments have been recognized through March 31, 2025. Please refer to Note 15. Subsequent Events of the Notes to Condensed Consolidated Financial Statements under Part I Item 1. "Financial Information" for information regarding the recent sale of one the Company's private equity investments held at March 31, 2025.
•Private Credit – investment returns in this asset class reflect both distributions received as well as unrealized gains or losses from adjustments to net asset values in the case of fund investments and market value adjustments in the case of direct equity investments. During the three months ended March 31, 2025, private credit investments did not produce any investment returns. Inception to date, private credit investments have produced an internal rate of return of 5.3% and a multiple on invested capital of 1.11, with fund investments producing an internal rate of return of 5.0% and a multiple on invested capital of 1.10, while direct investments have produced an internal rate of return of 12.3% and a multiple on invested capital of 1.21.
•Alternative Assets – investment returns in this asset class largely relate to equity method recognition of income from structured financing arrangements in real assets which utilize bankruptcy-remote structures to protect these investments. During the three months ended March 31, 2025, alternative investments produced a total investment return of $(3.1) million. Inception to date, alternative direct investments have produced an internal rate of return of 3.0% and a multiple on invested capital of 1.08; in total, alternative fund investments have produced an internal rate of return of (12.3)% and a multiple on invested capital of 0.83. We have not recognized any returns (including contractual preferred returns) on other alternative investments as the underlying collateralized investment supporting this direct lending initiative continues to develop; these investments represent 83.0% of the alternative investment class at March 31, 2025. We expect to recognize our preferred returns and contingency gains as these investment develops further or if other collateral we have secured as part of our investment responds sooner, subject to certain conditions.
•Venture Capital – investment returns in this asset class primarily reflect unrealized gains or losses from adjustments to net asset values in the case of fund investments and market value adjustments in the case of direct equity investments. During the three months ended March 31, 2025, our venture capital investments produced a total return of $1.34 million including $(0.12) million from our direct investments and $1.46 million from fund investments. Inception to date, venture capital investments have produced an internal rate of return of 7.9% and a multiple on invested capital of 1.22; venture capital fund investments have produced an internal rate of return of (2.5)% and a multiple on invested capital of 0.95, while direct venture capital investments have produced an internal rate of return of 12.0% and a multiple on invested capital of 1.45. Through March 31, 2025, we realized total gains of $4.8 million on the sale of the Company’s stake in Betterview Marketplace, Inc. ("Betterview") in a cash and stock transaction with Nearmap US, Inc. ("Nearmap") and continue to hold shares in Nearmap after its completion. To date our investment in Betterview has produced an internal rate of return of 25.8% and a multiple on invested capital of 1.74.
•Real Estate – investment returns in this asset class include preferred returns and distributions (if any) from plan developers along with limited unrealized gains or losses to date as two of the projects remain in the development phase. As noted earlier, the Company does not expect significant investment returns from these attractive projects for the next several years. To date these investments have produced an internal rate of return of (3.1)% and a multiple on invested capital of 0.93.
On an inception to date basis through March 31, 2025, the Company completed various alternative investments that had total contributions of $154.8 million which produced an internal rate of return of 8.7% and a multiple on invested capital of 1.19. This includes sales of certain assets concurrent with our aforementioned change in strategy during 2024 which was earlier than anticipated for most of these investments.
Please refer to Note 15. Subsequent Events of the Notes to Condensed Consolidated Financial Statements under Part I Item 1. "Financial Information" for information regarding the recent sale of USQ Risk that was held at March 31, 2025. Including this asset sale, which was finalized early in the second quarter of 2025, our completed investments have yielded total distributions of $188.1 million, with $13.6 million in potential estimated additional value to be received from the sale of our position in USQ Risk, in addition to the $4.3 million already received at closing in early May. Including the USQ Risk transaction, these investments have to date produced an internal rate of return of 12.3% and a multiple of capital of 1.30x, above our targeted returns.
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Total returns on our inactive alternative investments by asset class from inception are shown below as of March 31, 2025 along with total returns on our active alternative investment portfolio by asset class from inception as of March 31, 2025:
| Asset Class | March 31, 2025 | Total Completed Investments | March 31, 2025 | Total Active Investments | ||||||||||||||||||||||||||||||||||
| ($ in thousands) | Contributions | IRR | MOIC (x) | Contributions | IRR | MOIC (x) | ||||||||||||||||||||||||||||||||
| Private Equity | $ | 45,505 | 7.7 | % | 1.18 | $ | 58,922 | 12.7 | % | 1.56 | ||||||||||||||||||||||||||||
| Private Credit | 68,990 | 5.0 | % | 1.10 | 1,808 | 12.2 | % | 1.27 | ||||||||||||||||||||||||||||||
| Hedge Funds | 25,000 | 5.2 | % | 1.12 | — | — | % | — | ||||||||||||||||||||||||||||||
| Alternatives | 11,358 | 48.9 | % | 1.55 | 103,597 | 1.2 | % | 1.03 | ||||||||||||||||||||||||||||||
| Venture Capital | 3,925 | 14.3 | % | 2.22 | 26,196 | 2.8 | % | 1.06 | ||||||||||||||||||||||||||||||
| Real Estate | — | — | % | — | 63,726 | (3.1) | % | 0.93 | ||||||||||||||||||||||||||||||
| Total | $ | 154,778 | 8.7 | % | 1.19 | $ | 254,249 | 2.8 | % | 1.08 | ||||||||||||||||||||||||||||
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 March 31, 2025 and December 31, 2024:
| ($ in thousands) | March 31, 2025 | December 31, 2024 | Change in $ | Change % | ||||||||||||||||||||||
Reinsurance recoverable on unpaid losses | $ | 549,350 | $ | 571,331 | $ | (21,981) | (3.8) | % | ||||||||||||||||||
| Net loan receivable from related party | 128,118 | 167,975 | (39,857) | (23.7) | % | |||||||||||||||||||||
Deferred commission and other acquisition expenses | 5,524 | 8,102 | (2,578) | (31.8) | % | |||||||||||||||||||||
Reserve for loss and LAE | 757,286 | 793,679 | (36,393) | (4.6) | % | |||||||||||||||||||||
Unearned premiums | 26,196 | 29,793 | (3,597) | (12.1) | % | |||||||||||||||||||||
Accrued expenses and other liabilities | 51,818 | 77,966 | (26,148) | (33.5) | % | |||||||||||||||||||||
The Company's deferred commission and other acquisition expenses decreased by 31.8% and unearned premiums decreased by 12.1% 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. Also, deferred commission and other acquisition expenses decreased due to accelerated amortization upon the recognition of a premium deficiency of $1.3 million in the AmTrust Reinsurance segment.
During the three months ended March 31, 2025, the Company's reinsurance recoverable on unpaid losses decreased by $22.0 million or 3.8% primarily due to the receipt of $28.2 million in loss recoveries from Cavello under the LPT/ADC Agreement. This was partly offset by an increase in losses recoverable due to adverse PPD covered under the LPT/ADC Agreement for the three months ended March 31, 2025 driven by foreign currency translation adjustments on the re-measurement of net loss reserves and insurance related liabilities denominated in British pound and euro.
Net loan receivable from related party decreased by $39.9 million or 23.7% since the AR Loan Agreement is now offset by the Premium Repayment Loan Agreement of $24.3 million beginning on January 1, 2025. Also, the repayment of the AR Loan commenced on January 1, 2025 which reduced the loan receivable by $15.6 million.
The Company's reserve for loss and LAE decreased by 4.6% primarily due to continuing settlement of loss reserves liabilities for the AmTrust Reinsurance contracts. Accrued expenses and other liabilities decreased by $26.1 million for the three months ended March 31, 2025 primarily due to the reversal of reinsurance losses payable due to AmTrust of $24.3 million for the Premium Repayment Loan Agreement which is now presented under the Loan to Related Party on a net basis instead of under accrued expenses and other liabilities.
Capital Resources
During the three months ended March 31, 2025, book value per common share decreased by 17.4% to $0.38 and diluted book value per common share decreased by 17.8% to $0.37, compared to December 31, 2024. This was largely due to the net loss of $8.6 million reported by the Company, which produced substantially all of the $7.6 million decline in shareholders' equity for the three months ended March 31, 2025. Capital resources consist of funds deployed in support of our operations.
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The following table shows the movement in our capital resources at March 31, 2025 and December 31, 2024:
| March 31, 2025 | December 31, 2024 | Change in $ | Change (%) | |||||||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||||
| Common shares at par value | $ | 1,513 | $ | 1,503 | $ | 10 | 0.7 | % | ||||||||||||||||||
| Additional paid-in capital | 888,575 | 888,067 | 508 | 0.1 | % | |||||||||||||||||||||
| Accumulated other comprehensive loss | (31,930) | (32,733) | 803 | (2.5) | % | |||||||||||||||||||||
| Accumulated deficit | (696,559) | (687,914) | (8,645) | 1.3 | % | |||||||||||||||||||||
| Treasury shares, at cost | (124,026) | (123,730) | (296) | 0.2 | % | |||||||||||||||||||||
Total Maiden shareholders' equity | 37,573 | 45,193 | (7,620) | (16.9) | % | |||||||||||||||||||||
Senior Notes - principal amount | 262,361 | 262,361 | — | — | % | |||||||||||||||||||||
Total capital resources | $ | 299,934 | $ | 307,554 | $ | (7,620) | (2.5) | % | ||||||||||||||||||
Total capital resources decreased by $7.6 million compared to December 31, 2024 due to the following items:
•accumulated deficit increased by $8.6 million due to the net loss reported for the three months ended March 31, 2025;
•net increase in additional paid-in capital of $0.5 million due to share-based compensation of $0.5 million;
•net increase in AOCI of $0.8 million due to: (1) net unrealized gains of $0.7 million on our AFS investment portfolio due to market price movements in the three months ended March 31, 2025, and (2) an increase in foreign currency translation adjustment of $0.1 million in the three months ended March 31, 2025 due to the impact of significant depreciation of the U.S. dollar on the re-measurement of net assets denominated in British pound and euro; and
•treasury shares increased by $0.3 million due to common share repurchases of $0.3 million which represent tax withholding in respect of tax obligations on the vesting of non-performance-based restricted shares.
Please refer to "Notes to Consolidated Financial Statements Note 6. Shareholders' Equity" included under Part II Item 8. "Financial Statements and Supplementary Data" of our Annual Report on Form 10-K for a discussion of the equity instruments issued by the Company as at December 31, 2024.
Book value and diluted book value per common share at March 31, 2025 and December 31, 2024 were as follows:
| ($ in thousands except share and per share data) | March 31, 2025 | December 31, 2024 | ||||||||||||
Ending common shareholders’ equity | $ | 37,573 | $ | 45,193 | ||||||||||
Numerator for diluted book value per common share calculation | $ | 37,573 | $ | 45,193 | ||||||||||
Common shares outstanding | 99,682,710 | 99,039,253 | ||||||||||||
Shares issued from assumed conversion of dilutive options and restricted shares | 1,024,299 | 2,035,634 | ||||||||||||
Denominator for diluted book value per common share calculation | 100,707,009 | 101,074,887 | ||||||||||||
Book value per common share | $ | 0.38 | $ | 0.46 | ||||||||||
Diluted book value per common share | 0.37 | 0.45 | ||||||||||||
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. The Company adopted a Rule 10b5-1(c)(1) trading arrangement as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended. On March 20, 2024, an amendment was made to the agreement initially signed on September 29, 2023 between Maiden Holdings and a financial intermediary authorizing the intermediary to purchase common shares from October 30, 2023 until the close of business on September 29, 2024, subject to certain conditions set forth in the agreement. The Company has fulfilled the repurchases under its current Rule 10b5-1(c)(1) trading arrangement.
During the three months ended March 31, 2025, Maiden Reinsurance did not repurchase any common shares under the Company's share repurchase plan. During the three months ended March 31, 2024, Maiden Reinsurance repurchased 352,111 at an average price per share of $1.91 under the share repurchase plan. The Company's remaining authorization for common share repurchases is $68.1 million at March 31, 2025.
Senior Notes
There were no changes in the Company’s Senior Notes at March 31, 2025 compared to December 31, 2024. The Company did not enter into any short-term borrowing arrangements during the three months ended March 31, 2025. 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
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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 2, 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. The Company has a remaining authorization of $99.9 million for such repurchases at March 31, 2025.
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 2023 and 2024, 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 $75.0 million to Maiden NA as of March 31, 2025.
The summarized financial information below has been presented on a combined basis for the issuer Maiden NA and the guarantor Maiden Holdings, excluding all other subsidiaries. Intercompany balances and transactions between Maiden NA and Maiden Holdings, whose information is presented above on a combined basis, were eliminated. Any investment by Maiden NA or Maiden Holdings in subsidiaries that are not issuers or guarantors is not presented in the financial information below. Intercompany balances with subsidiaries that are not issuers or guarantors and any related party transactions were separately disclosed below and are not included in the total assets and total liabilities presented for Maiden NA and Maiden Holdings.
The net loss for Maiden NA and Maiden Holdings was due to interest and amortization expenses on the Senior Notes as well as general and administrative expenses. The net loss in Maiden NA also reflects income tax expense incurred for the respective period. Summarized financial information of Maiden NA and Maiden Holdings as of March 31, 2025 and for the three months ended March 31, 2025 were as follows:
| Maiden NA | Maiden Holdings | |||||||||||||
| ($ in thousands) | ||||||||||||||
| Total assets | $ | 7,883 | $ | 5,664 | ||||||||||
| Total liabilities | 151,294 | 110,703 | ||||||||||||
| Amounts due from subsidiaries (not included in total assets above) | 27 | 2,226 | ||||||||||||
| Amounts due to subsidiaries (not included in total liabilities above) | 12,748 | 3,242 | ||||||||||||
| Related party loan payable (not included in total liabilities above) | — | 316,464 | ||||||||||||
| Total revenue for the quarter-to-date period | 454 | 4 | ||||||||||||
Net loss for the quarter-to-date period | (2,686) | (10,816) | ||||||||||||
The ratio of Debt to Total Capital Resources at March 31, 2025 and December 31, 2024 was computed as follows:
| ($ in thousands) | March 31, 2025 | December 31, 2024 | ||||||||||||
Senior notes - principal amount | $ | 262,361 | $ | 262,361 | ||||||||||
Maiden shareholders’ equity | 37,573 | 45,193 | ||||||||||||
Total capital resources | $ | 299,934 | $ | 307,554 | ||||||||||
Ratio of debt to total capital resources | 87.5 | % | 85.3 | % | ||||||||||
Off-Balance Sheet Arrangements
Certain of the Company's investments in limited partnerships are related to real estate joint ventures with interests in multi-property projects with varying strategies ranging from the development of properties to the ownership of income-producing properties. In certain of these joint ventures, the Company has provided certain indemnities, guarantees and commitments to certain parties such that it may be required to make payments now or in the future 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 March 31, 2025, guarantees of $67.7 million have been provided to lenders by the Company on behalf of the real estate joint venture, however, the likelihood of the Company incurring any losses pertaining to project level financing guarantees was determined to be remote. Therefore, no liability has been accrued under ASC 450-20.
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Non-GAAP Measures
As defined and described in the Key Financial Measures section, management uses certain key financial measures, some of which are non-GAAP measures, to evaluate the Company's financial performance and the overall growth in value generated for the Company’s common shareholders. Management believes that these measures, which may be defined differently by other companies, explain the Company’s results to investors in a manner that allows for a more complete understanding of the underlying trends in the Company’s business. The calculation, reconciliation to nearest GAAP measure and discussion of relevant non-GAAP measures used by management are as follows:
Non-GAAP operating loss and Non-GAAP diluted operating loss per share attributable to common shareholders
Non-GAAP operating loss and Non-GAAP diluted operating loss per share attributable to common shareholders can be reconciled to the nearest U.S. GAAP financial measure as follows:
| For the Three Months Ended March 31, | 2025 | 2024 | ||||||||||||
| ($ in thousands except per share data) | ||||||||||||||
| Net (loss) income | $ | (8,645) | $ | 1,459 | ||||||||||
Add (subtract): | ||||||||||||||
Net realized and unrealized investment gains | (3,331) | (8,750) | ||||||||||||
Foreign exchange and other losses (gains) | 7,434 | (2,053) | ||||||||||||
Interest in loss (income) of equity method investments | 2,722 | (606) | ||||||||||||
| Change in deferred gain on retroactive reinsurance under the LPT/ADC Agreement | (987) | 5,000 | ||||||||||||
Non-GAAP operating loss | $ | (2,807) | $ | (4,950) | ||||||||||
Diluted (loss) earnings per share attributable to common shareholders | $ | (0.09) | $ | 0.01 | ||||||||||
Add (subtract): | ||||||||||||||
| Net realized and unrealized investment gains | (0.03) | (0.08) | ||||||||||||
| Foreign exchange and other losses (gains) | 0.07 | (0.02) | ||||||||||||
Interest in loss (income) of equity method investments | 0.03 | (0.01) | ||||||||||||
| Change in deferred gain on retroactive reinsurance under the LPT/ADC Agreement | (0.01) | 0.05 | ||||||||||||
Non-GAAP diluted operating loss per share attributable to common shareholders | $ | (0.03) | $ | (0.05) | ||||||||||
Non-GAAP operating loss was $2.8 million for the three months ended March 31, 2025 compared to a non-GAAP operating loss of $5.0 million for the same period in 2024. The non-GAAP operating results were primarily driven by favorable non-GAAP underwriting results in the AmTrust Reinsurance segment as discussed further below.
Non-GAAP Underwriting Results
The non-GAAP underwriting results for the three months ended March 31, 2025 and 2024 are as follows:
| For the Three Months Ended March 31, | ||||||||||||||
| ($ in thousands) | 2025 | 2024 | ||||||||||||
| Gross premiums written | $ | 4,074 | $ | 8,323 | ||||||||||
| Net premiums written | $ | 4,049 | $ | 8,314 | ||||||||||
| Net premiums earned | $ | 7,684 | $ | 12,408 | ||||||||||
| Other insurance revenue, net | — | 46 | ||||||||||||
Non-GAAP net loss and LAE(1) | 6,636 | (6,625) | ||||||||||||
| Commission and other acquisition expenses | (4,558) | (5,593) | ||||||||||||
| General and administrative expenses | (3,295) | (2,760) | ||||||||||||
Non-GAAP underwriting income (loss)(1) | $ | 6,467 | $ | (2,524) | ||||||||||
(1) Non-GAAP underwriting income (loss) and non-GAAP net loss and LAE for the three months ended March 31, 2025 and 2024 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.
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The non-GAAP underwriting results above are summarized by segment for the three months ended March 31, 2025 and 2024 in the table below:
| For the Three Months Ended March 31, | ||||||||||||||
| ($ in thousands) | 2025 | 2024 | ||||||||||||
Diversified Reinsurance underwriting income (loss) | $ | 2,254 | $ | (272) | ||||||||||
AmTrust Reinsurance underwriting income (loss) | 5,200 | (7,252) | ||||||||||||
| Less: change in deferred gain on retroactive reinsurance under the LPT/ADC Agreement | (987) | 5,000 | ||||||||||||
| Non-GAAP AmTrust Reinsurance underwriting income (loss) | 4,213 | (2,252) | ||||||||||||
Non-GAAP underwriting income (loss)(1) | $ | 6,467 | $ | (2,524) | ||||||||||
(1) Non-GAAP underwriting loss and non-GAAP net loss and LAE for the three months ended March 31, 2025 and 2024 are adjusted for prior year reserve development subject to the LPT/ADC Agreement.
The non-GAAP underwriting results have been adjusted for 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 reinsurance recoverable under the LPT/ADC Agreement of $1.0 million during the three months ended March 31, 2025, the non-GAAP underwriting income was $6.5 million. This compared to a non-GAAP underwriting loss of $2.5 million when adjusted for the increase in reinsurance recoverable under the LPT/ADC Agreement of $5.0 million in the three months ended March 31, 2024.
The non-GAAP underwriting income of $6.5 million for the three months ended March 31, 2025, was primarily driven by:
•net favorable prior year reserve development in the AmTrust Reinsurance segment not covered by the LPT/ADC Agreement, specifically the run-off of the AmTrust Quota Share with losses occurring after December 31, 2018; and
•underwriting income of $2.3 million in the Diversified Reinsurance segment for the three months ended March 31, 2025. This included underwriting income of $1.2 million from GLS operations primarily due to a $2.5 million reduction in incurred losses from an agreement to commute loss reserves for a GLS contract, the approval of which remains pending with the Vermont DFR.
Please refer to the respective segment results for AmTrust Reinsurance and Diversified Reinsurance 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 details of these underwriting results.
Non-GAAP Net Loss and LAE
Adjusted for favorable prior year reserve development under the AmTrust Quota Share which is fully recoverable from Cavello under the LPT/ADC Agreement, the non-GAAP net loss and LAE increased by $1.0 million for the three months ended March 31, 2025. Adjusted for adverse prior year reserve development under the AmTrust Quota Share which is fully recoverable from Cavello under the LPT/ADC Agreement, the non-GAAP net loss and LAE decreased by $5.0 million for the three months ended March 31, 2024.
These adjustments for the AmTrust Quota Share regarding PPD which is fully recoverable from Cavello under the LPT/ADC Agreement are reflected in the calculation of non-GAAP Loss and LAE below:
| For the Three Months Ended March 31, | ||||||||||||||
| ($ in thousands) | 2025 | 2024 | ||||||||||||
Net loss and LAE | $ | (7,623) | $ | 11,625 | ||||||||||
| Less: change in deferred gain on retroactive reinsurance under the LPT/ADC Agreement | (987) | 5,000 | ||||||||||||
Non-GAAP net loss and LAE | $ | (6,636) | $ | 6,625 | ||||||||||
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 March 31, 2025 and December 31, 2024 reflect the addition of the unamortized deferred gain under the LPT/ADC Agreement to the GAAP shareholders' equity as depicted in the computations further below.
The deferred gain under the LPT/ADC Agreement was $104.0 million at March 31, 2025 compared to $105.0 million at December 31, 2024. The decrease in the deferred gain of $1.0 million is due to amortization of the deferred gain of $5.9 million for the three months ended March 31, 2025 partly offset by adverse PPD of $4.9 million covered by the LPT/ADC Agreement for the three months ended March 31, 2025 due to foreign currency translation adjustments on the re-measurement of net loss reserves and insurance related liabilities denominated in British pound and euro.
Please refer to Note 8. Reinsurance of the Notes to Condensed Consolidated Financial Statements included in Part I Item 1. "Financial Information" for details regarding the movement in the deferred gain liability under the LPT/ADC Agreement.
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We believe the inclusion of the unamortized deferred gain on the LPT/ADC Agreement under these metrics better reflects the ultimate economic benefit of the LPT/ADC Agreement, which will improve the Company's shareholders' equity over the settlement period under the terms of the agreement.
Reconciliation of shareholders' equity to Adjusted shareholders' equity and Adjusted Total Capital Resources
The following table computes adjusted shareholders' equity and adjusted total capital resources by recognizing the unamortized deferred gain under the LPT/ADC Agreement at March 31, 2025 and December 31, 2024:
| ($ in thousands) | March 31, 2025 | December 31, 2024 | Change in $ | Change % | ||||||||||||||||||||||
Total shareholders' equity | $ | 37,573 | $ | 45,193 | $ | (7,620) | (16.9) | % | ||||||||||||||||||
| Unamortized deferred gain on LPT/ADC Agreement | 103,968 | 104,955 | (987) | (0.9) | % | |||||||||||||||||||||
Adjusted shareholders' equity | 141,541 | 150,148 | (8,607) | (5.7) | % | |||||||||||||||||||||
Senior Notes - principal amount | 262,361 | 262,361 | — | — | % | |||||||||||||||||||||
| Adjusted total capital resources | $ | 403,902 | $ | 412,509 | $ | (8,607) | (2.1) | % | ||||||||||||||||||
Non-GAAP Operating ROACE
Non-GAAP Operating ROACE for the three months ended March 31, 2025 and 2024 was as follows:
| For the Three Months Ended March 31, | ||||||||||||||
| ($ in thousands) | 2025 | 2024 | ||||||||||||
Non-GAAP operating loss | $ | (2,807) | $ | (4,950) | ||||||||||
| Opening adjusted shareholders’ equity | 150,148 | 320,076 | ||||||||||||
| Ending adjusted shareholders’ equity | 141,541 | 325,276 | ||||||||||||
| Average adjusted shareholders’ equity | 145,845 | 322,676 | ||||||||||||
Non-GAAP Operating ROACE | (7.8) | % | (6.2) | % | ||||||||||
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 March 31, 2025 and December 31, 2024 was computed as follows:
| March 31, 2025 | December 31, 2024 | |||||||||||||
Book value per common share | $ | 0.38 | $ | 0.46 | ||||||||||
| Unamortized deferred gain on LPT/ADC Agreement | 1.04 | 1.06 | ||||||||||||
Adjusted book value per common share | $ | 1.42 | $ | 1.52 | ||||||||||
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 March 31, 2025 and December 31, 2024 was computed as follows:
| ($ in thousands) | March 31, 2025 | December 31, 2024 | ||||||||||||
Senior notes - principal amount | $ | 262,361 | $ | 262,361 | ||||||||||
Adjusted shareholders’ equity | 141,541 | 150,148 | ||||||||||||
Adjusted total capital resources | $ | 403,902 | $ | 412,509 | ||||||||||
| Ratio of debt to adjusted total capital resources | 65.0 | % | 63.6 | % | ||||||||||
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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 March 31, 2025, 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 losses of $7.9 million were generated during the three months ended March 31, 2025, compared to net foreign exchange gains of $2.1 million for the three months ended March 31, 2024. The foreign exchange losses for the three months ended March 31, 2025 was due to significant depreciation in the value of the U.S. dollar relative to the euro and the British pound. These losses were primarily unrealized and resulted from the effects of revaluation of our net insurance liabilities that are required to be settled in foreign currencies at each balance sheet date. The net foreign exchange gains of $2.1 million in the first quarter of 2024 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.
At March 31, 2025, the increase in foreign currency translation adjustments of $0.1 million for the three months ended March 31, 2025 was 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 March 31, 2025 included reserve for net loss and LAE of $344.5 million. Our foreign currency asset exposures at March 31, 2025 include $126.6 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, $30.6 million of equity method real estate investments denominated in Canadian dollars, as well as $12.6 million of funds withheld receivable.
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 business. 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. While general economic inflation has eased in recent quarters, there remains uncertainty around the rate and direction of inflation and interest rates 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 2. "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. Currently, while salaries and incentive compensation costs comprise less than one-half of our total general and administrative expenses, continuing inflation and tight labor conditions could have a material impact on our net operating results.
Off-Balance Sheet Arrangements
At March 31, 2025, 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 adopted accounting pronouncements.
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Item 4. Controls and Procedures
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, have evaluated the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and that such information is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, to allow for timely decisions regarding required disclosures. Our Principal Executive Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this report, such disclosure controls and procedures were effective. Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide an absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected.
During the most recent fiscal quarter, there were no changes in the Company's internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
See "Part I, Item 1 - Notes to Condensed Consolidated Financial Statements (unaudited) Note 11. Commitments and Contingencies" for an update on legal matters. Except as disclosed above, there are no material changes from the legal proceedings previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 1A. Risk Factors
Our business is subject to a number of risks, including those identified in Item 1A. of Part I of our Annual Report on Form 10-K for the year ended December 31, 2024, that could have a material adverse effect on our business, results of operations, financial condition and/or liquidity and that could cause our operating results to vary significantly from period to period. The risks described in our 2024 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also could have a material adverse effect on our business, results of operations, financial condition and/or liquidity.
There are no material changes from the risk factors previously disclosed in "Part I - Item 1A. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity and Use of Proceeds
Items 2. (a) and (b) are not applicable.
2. (c) Share Repurchases
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. The Company has adopted a Rule 10b5-1(c)(1) trading arrangement as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended. The Company's remaining authorization for common share repurchases was $68.1 million at March 31, 2025. In connection with the Combination Agreement entered into with Kestrel, Maiden has suspended its common share repurchase program.
The table below details repurchases made during the three months ended March 31, 2025 under the Company's authorized common share repurchase plan pursuant to Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934:
| For the Three Months Ended March 31, 2025 | Total number of shares repurchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Dollar amount still available under trading plan | ||||||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||||
| January 1, 2025 - January 31, 2025 | — | $ | — | — | $ | 68,107 | ||||||||||||||||||||
| February 1, 2025 - February 28, 2025 | — | — | — | 68,107 | ||||||||||||||||||||||
| March 1, 2025 - March 31, 2025 | — | — | — | 68,107 | ||||||||||||||||||||||
| Total | — | $ | — | — | 68,107 | |||||||||||||||||||||
Subsequent to the three months ended March 31, 2025 and through the period ended May 12, 2025, the Company did not repurchase any additional common shares under the Company's authorized common share repurchase plan pursuant to Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended. The Company's remaining share repurchase authorization was $68.1 million at May 12, 2025.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
Amended and Restated Bye-Laws
As described above, at the Special Meeting, the Company's shareholders voted to approve amendments to the Company's bye-laws. The amended and restated bye-laws are filed herewith as Exhibit 3.1.
Executive Ownership and Sales
From time to time, some of the Company’s directors and executives may determine that it is advisable to diversify their investments for personal financial planning reasons, or may seek liquidity for other reasons, and may sell common shares of the Company in the open market, in private transactions or to the Company. To effect such sales, some of the Company’s directors and executives have previously entered into, and may in the future enter into, trading plans designed to comply with the Company’s Insider Trading and Outside Investments Policy and the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934. The trading plans will not reduce any of the executives’ ownership of the Company’s shares below the applicable executive stock ownership guidelines. The Company does not undertake any obligation to report Rule 10b5-1 plans that may be adopted termination
During the three months ended March 31, 2025, none of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K) or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
Insider Trading Arrangements and Policies
On September 4, 2024, the Company adopted a new Rule 10b5-1(c)(1) trading arrangement as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended, between Maiden Holdings and a financial intermediary authorizing the intermediary to purchase common shares from October 4, 2024 until the close of business on November 15, 2025, subject to certain conditions set forth in the agreement.
During the three months ended March 31, 2025 and through the period ended May 12, 2025, the Company did not repurchase any additional common shares under the Company's authorized common share repurchase plan pursuant to Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended.
Nasdaq Listing Notice
On April 2, 2025, the Company received a letter from the listing qualifications department staff of Nasdaq that Maiden's common shares failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Listing Rules of Nasdaq. Since then, Nasdaq has determined that for the last 12 consecutive business days, from April 21, 2025 to May 7, 2025, the closing bid price of the Company’s common shares has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2), and this matter is now closed.
Item 6. Exhibits.
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101.1 | The following materials from Maiden Holdings, Ltd. Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 formatted in Inline XBRL: (i) unaudited Condensed Consolidated Balance Sheets; (ii) unaudited Condensed Consolidated Statements of Income; (iii) unaudited Condensed Consolidated Statements of Comprehensive Income; (iv) unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity; (v) unaudited Condensed Consolidated Statements of Cash Flows; and (vi) Notes to unaudited Condensed Consolidated Financial Statements. | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MAIDEN HOLDINGS, LTD. | ||||||||
| By: | ||||||||
| May 12, 2025 | /s/ Patrick J. Haveron | |||||||
| Patrick J. Haveron Chief Executive Officer and Chief Financial Officer (Principal Executive Officer) | ||||||||
| /s/ Mark O. Heintzman | ||||||||
| Mark O. Heintzman Senior Vice President - Finance (Principal Financial Officer) | ||||||||
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