Business Context and Reporting Period
This Form 8-K filing by Maiden Holdings, Ltd. (incorporated in Bermuda) reports a change in the registrant's certifying accountant. The report covers events occurring between May 12, 2008, and June 19, 2008, with the filing dated June 24, 2008. The company was incorporated on May 31, 2007.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the administrative change of the independent registered public accounting firm.
Material Changes
The primary material change is the dismissal of PricewaterhouseCoopers as the independent registered public accounting firm and the appointment of BDO Seidman, LLP. Shareholders voted on June 19, 2008, to dismiss PricewaterhouseCoopers (who audited the period from May 31, 2007, through December 31, 2007) and to appoint BDO Seidman, LLP for the fiscal year ending December 31, 2008.
Outlook, Risks, and Contingencies
The filing discloses a material weakness in internal control over financial reporting identified during the reporting period. PricewaterhouseCoopers' report did not contain an adverse opinion or disclaimer, and there were no disagreements on accounting principles. However, the following deficiencies were noted as reportable events:
- Failure to give appropriate consideration to U.S. GAAP accounting rules or to document the basis for opinions and conclusions regarding U.S. GAAP application.
- Lack of an independent preparer and reviewer for various accounting tasks, including financial statement preparation and disclosures.
- Lack of formality regarding certain controls surrounding the control environment.
The Audit Committee discussed these events with PricewaterhouseCoopers, and the firm has been authorized to respond to inquiries from the successor accountant.
Investor Verification Checklist
- Verify the specific nature of the "material weakness" in internal controls and the remediation plan implemented by BDO Seidman, LLP.
- Confirm the status of the financial statements for the period ending December 31, 2007, given the identified control deficiencies.
- Review the letter from PricewaterhouseCoopers (Exhibit 16.1) to ensure full agreement with the company's statements regarding the dismissal.
- Monitor future filings for any restatements of prior financial periods resulting from the lack of independent review and GAAP documentation.