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Name | Symbol | Market | Type |
---|---|---|---|
Maiden Holdings, Ltd. Pref Shs Ser A (Bermuda) | NYSE:MHPA | NYSE | Preference Share |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0 | - |
Bermuda
|
|
001-34042
|
|
98-0570192
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer
Identification No.)
|
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
|
Title of Each Class
|
|
Trading symbol(s)
|
|
Name of Each Exchange on Which Registered
|
Common Shares, par value $0.01 per share
|
|
MHLD
|
|
NASDAQ Global Select Market
|
Series A Preference Shares, par value $0.01 per share
|
|
MH.PA
|
|
New York Stock Exchange
|
Series C Preference Shares, par value $0.01 per share
|
|
MH.PC
|
|
New York Stock Exchange
|
Series D Preference Shares, par value $0.01 per share
|
|
MH.PD
|
|
New York Stock Exchange
|
Item 2.02
|
Results of Operations and Financial Condition.
|
Item 9.01
|
Financial Statements and Exhibits.
|
Date:
|
August 13, 2019
|
MAIDEN HOLDINGS, LTD.
|
|
|
|
|
|
|
|
By:
|
/s/ Denis M. Butkovic
|
|
|
|
Denis M. Butkovic
|
|
|
|
Senior Vice President, General Counsel and Secretary
|
Exhibit
|
|
|
No.
|
|
Description
|
|
|
|
99.1
|
|
Press Release of Maiden Holdings, Ltd., dated August 12, 2019
|
•
|
A loss portfolio transfer and adverse development cover agreement (“LPT/ADC”) with Enstar Group Limited (NASDAQ: ESGR, “Enstar”) pursuant to the previously announced Master Agreement;
|
•
|
A
$330.7 million
commutation agreement (“Commutation”) of certain workers’ compensation loss reserves to AmTrust Financial Services, Inc. (“AmTrust”);
|
•
|
Entry into a Post-Termination Endorsement with AmTrust to:
|
▪
|
Enable operation of the LPT/ADC and supporting collateral agreements; and
|
▪
|
Amend the program loss corridor between Maiden and AmTrust pursuant to the terminated Amended and Restated Quota Share Agreement (the “AmTrust QS Agreement”) between Maiden’s Bermuda operating company, Maiden Reinsurance Ltd. (“Maiden Bermuda”) and AmTrust International Insurance, Ltd. (“AII”); and
|
•
|
Resolution with Enstar related to balances due under the sale of Maiden Reinsurance North America, Inc. (“MRNA”), which closed on December 27, 2018, including cancellation of the
$25 million
excess of loss reinsurance contract between Maiden Bermuda and Enstar on the MRNA loss reserves included in that transaction.
|
•
|
Net
loss
from discontinued operations of
$18.7 million
compared to net
income
from discontinued operations of
$8.2 million
for the same period in
2018
largely as a result of the Settlement and Commutation Agreement regarding the sale of MRNA entered into by Maiden and Enstar on July 31, 2019 which caused a non-recurring net additional loss of
$16.7 million
to be recognized;
|
•
|
Net income from continuing operations of
$3.3 million
compared to net
loss
from continuing operations of
$5.5 million
for the same period in
2018
largely due to the following factors:
|
◦
|
realized
gains
on investment of
$24.1 million
for the three months ended
June 30, 2019
compared to realized
losses
of
$0.4 million
for the same period in
2018
;
|
◦
|
no dividends paid to preference shareholders for the
three months ended
June 30, 2019
compared to
$8.5 million
for the same period in
2018
as the Company's Board of Directors did not declare dividends on any of our preference shares during
2019
; offset by,
|
◦
|
an underwriting
loss
of
$39.1 million
compared to
$32.0 million
in the same period in
2018
. The
deterioration
in the underwriting result was principally due to the impact of:
|
▪
|
higher initial loss ratios on premiums earned during the period within the AmTrust Reinsurance segment (which excludes the Terminated Business (as defined in the Quarterly Report on Form 10-Q for the quarter ended
June 30, 2019
) under the Partial Termination Amendment);
|
▪
|
higher ceding commission payable of $6.5 million for the remaining in-force business immediately prior to January 1, 2019 which
increased
by
five
percentage points (excluding Terminated Business) and related unearned premium as of January 1, 2019 under the Partial Termination Amendment with AmTrust; and
|
▪
|
adverse
prior year loss development of
$26.0 million
or
19.3
percentage points in the
second
quarter of
2019
compared to
adverse
prior year loss development of
$28.2 million
or
5.6
percentage points during the same period in
2018
.
|
•
|
Net
loss
from discontinued operations of
$22.1 million
compared to net
income
from discontinued operations of
$18.2 million
for the same period in
2018
largely as a result of the Settlement and Commutation Agreement entered into by Maiden and Enstar on July 31, 2019 which caused a non-recurring net additional loss of
$16.7 million
to be recognized;
|
•
|
Net
loss
from continuing operations of
$30.0 million
compared to net
income
from continuing operations of
$6.8 million
for the same period in
2018
largely due to the following factors:
|
•
|
an underwriting
loss
of
$81.9 million
compared to
$36.7 million
in the same period in
2018
. The
deterioration
in the underwriting result was principally due to the impact of:
|
◦
|
higher initial loss ratios on current year premiums earned during the period within the AmTrust Reinsurance segment (which excludes the Terminated Business under the Partial Termination Amendment);
|
◦
|
higher ceding commission payable of $14.1 million for the remaining in-force business immediately prior to January 1, 2019, which
increased
by
five
percentage points (excluding Terminated Business) and related unearned premium as of January 1, 2019 under the Partial Termination Amendment with AmTrust; and
|
◦
|
adverse
prior year loss development of
$33.3 million
or
10.5
percentage points in the first half of
2019
compared to
$38.0 million
or
3.7
percentage points during the same period in
2018
.
|
•
|
No dividends paid to preference shareholders for the
six months ended
June 30, 2019
compared to
$17.1 million
for the same period in
2018
as the Company's Board of Directors did not declare dividends on any of our preference shares during
2019
; and
|
•
|
Realized
gains
on investment of
$13.0 million
for the
six months ended
June 30, 2019
compared to realized
losses
of
$0.1 million
for the same period in
2018
.
|
|
|
June 30,
2019 |
|
December 31, 2018
|
||||
ASSETS
|
|
(Unaudited)
|
|
(Audited)
|
||||
Investments:
|
|
|
|
|
||||
Fixed maturities, available-for-sale, at fair value (amortized cost 2019 - $2,942,207; 2018 - $3,109,980)
|
|
$
|
2,971,598
|
|
|
$
|
3,051,568
|
|
Fixed maturities, held-to-maturity, at amortized cost (fair value 2018 - $998,012)
|
|
—
|
|
|
1,015,681
|
|
||
Other investments, at fair value
|
|
28,431
|
|
|
23,716
|
|
||
Total investments
|
|
3,000,029
|
|
|
4,090,965
|
|
||
Cash and cash equivalents
|
|
82,465
|
|
|
200,841
|
|
||
Restricted cash and cash equivalents
|
|
381,698
|
|
|
130,148
|
|
||
Accrued investment income
|
|
22,279
|
|
|
27,824
|
|
||
Reinsurance balances receivable, net
|
|
67,625
|
|
|
67,308
|
|
||
Loan to related party
|
|
167,975
|
|
|
167,975
|
|
||
Deferred commission and other acquisition expenses, net
|
|
113,630
|
|
|
388,442
|
|
||
Funds withheld receivable
|
|
681,272
|
|
|
27,039
|
|
||
Other assets
|
|
15,574
|
|
|
12,443
|
|
||
Assets held for sale
|
|
66,009
|
|
|
174,475
|
|
||
Total assets
|
|
$
|
4,598,556
|
|
|
$
|
5,287,460
|
|
LIABILITIES
|
|
|
|
|
||||
Reserve for loss and loss adjustment expenses
|
|
$
|
3,051,265
|
|
|
$
|
3,055,976
|
|
Unearned premiums
|
|
322,166
|
|
|
1,200,419
|
|
||
Liability for investments purchased
|
|
298,939
|
|
|
—
|
|
||
Accrued expenses and other liabilities
|
|
14,805
|
|
|
65,494
|
|
||
Senior notes - principal amount
|
|
262,500
|
|
|
262,500
|
|
||
Less: unamortized debt issuance costs
|
|
7,700
|
|
|
7,806
|
|
||
Senior notes, net
|
|
254,800
|
|
|
254,694
|
|
||
Liabilities held for sale
|
|
66,009
|
|
|
155,961
|
|
||
Total liabilities
|
|
4,007,984
|
|
|
4,732,544
|
|
||
Commitments and Contingencies
|
|
|
|
|
||||
EQUITY
|
|
|
|
|
||||
Preference shares
|
|
465,000
|
|
|
465,000
|
|
||
Common shares
|
|
881
|
|
|
879
|
|
||
Additional paid-in capital
|
|
751,007
|
|
|
749,418
|
|
||
Accumulated other comprehensive income (loss)
|
|
21,152
|
|
|
(65,616
|
)
|
||
Accumulated deficit
|
|
(615,940
|
)
|
|
(563,891
|
)
|
||
Treasury shares, at cost
|
|
(31,528
|
)
|
|
(31,515
|
)
|
||
Total Maiden Shareholders’ Equity
|
|
590,572
|
|
|
554,275
|
|
||
Noncontrolling interest in subsidiaries
|
|
—
|
|
|
641
|
|
||
Total Equity
|
|
590,572
|
|
|
554,916
|
|
||
Total Liabilities and Equity
|
|
$
|
4,598,556
|
|
|
$
|
5,287,460
|
|
|
|
|
|
|
||||
Book value per common share
(1)
|
|
$
|
1.51
|
|
|
$
|
1.08
|
|
|
|
|
|
|
||||
Common shares outstanding
|
|
83,066,135
|
|
|
82,948,577
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Gross premiums written
|
|
$
|
2,117
|
|
|
$
|
521,526
|
|
|
$
|
(559,022
|
)
|
|
$
|
1,144,854
|
|
Net premiums written
|
|
$
|
(409
|
)
|
|
$
|
521,028
|
|
|
$
|
(561,939
|
)
|
|
$
|
1,143,679
|
|
Change in unearned premiums
|
|
134,395
|
|
|
(16,640
|
)
|
|
879,027
|
|
|
(122,478
|
)
|
||||
Net premiums earned
|
|
133,986
|
|
|
504,388
|
|
|
317,088
|
|
|
1,021,201
|
|
||||
Other insurance revenue
|
|
754
|
|
|
2,033
|
|
|
1,504
|
|
|
5,759
|
|
||||
Net investment income
|
|
31,122
|
|
|
34,260
|
|
|
63,144
|
|
|
67,129
|
|
||||
Net realized gains (losses) on investment
|
|
24,086
|
|
|
(414
|
)
|
|
12,985
|
|
|
(57
|
)
|
||||
Total revenues
|
|
189,948
|
|
|
540,267
|
|
|
394,721
|
|
|
1,094,032
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
|
||||||||
Net loss and loss adjustment expenses
|
|
121,561
|
|
|
370,001
|
|
|
274,250
|
|
|
723,207
|
|
||||
Commission and other acquisition expenses
|
|
49,656
|
|
|
162,780
|
|
|
119,273
|
|
|
329,408
|
|
||||
General and administrative expenses
|
|
12,849
|
|
|
14,860
|
|
|
28,788
|
|
|
30,531
|
|
||||
Total expenses
|
|
184,066
|
|
|
547,641
|
|
|
422,311
|
|
|
1,083,146
|
|
||||
Non-GAAP income (loss) from operations
(2)
|
|
5,882
|
|
|
(7,374
|
)
|
|
(27,590
|
)
|
|
10,886
|
|
||||
Other expenses
|
|
|
|
|
|
|
|
|
||||||||
Interest and amortization expenses
|
|
(4,830
|
)
|
|
(4,829
|
)
|
|
(9,659
|
)
|
|
(9,658
|
)
|
||||
Foreign exchange and other gains
|
|
1,207
|
|
|
4,821
|
|
|
6,186
|
|
|
2,414
|
|
||||
Total other expenses
|
|
(3,623
|
)
|
|
(8
|
)
|
|
(3,473
|
)
|
|
(7,244
|
)
|
||||
Income (loss) before income taxes
|
|
2,259
|
|
|
(7,382
|
)
|
|
(31,063
|
)
|
|
3,642
|
|
||||
Less: income tax benefit
|
|
(1,026
|
)
|
|
(1,847
|
)
|
|
(1,064
|
)
|
|
(3,171
|
)
|
||||
Net income (loss) from continuing operations
|
|
3,285
|
|
|
(5,535
|
)
|
|
(29,999
|
)
|
|
6,813
|
|
||||
(Loss) income from discontinued operations, net of income tax
|
|
(18,698
|
)
|
|
8,215
|
|
|
(22,050
|
)
|
|
18,210
|
|
||||
Net (loss) income
|
|
(15,413
|
)
|
|
2,680
|
|
|
(52,049
|
)
|
|
25,023
|
|
||||
Net income attributable to noncontrolling interest
|
|
—
|
|
|
(47
|
)
|
|
—
|
|
|
(118
|
)
|
||||
Net (loss) income attributable to Maiden
|
|
(15,413
|
)
|
|
2,633
|
|
|
(52,049
|
)
|
|
24,905
|
|
||||
Dividends on preference shares
(3)
|
|
—
|
|
|
(8,546
|
)
|
|
—
|
|
|
(17,091
|
)
|
||||
Net (loss) income attributable to Maiden common shareholders
|
|
$
|
(15,413
|
)
|
|
$
|
(5,913
|
)
|
|
$
|
(52,049
|
)
|
|
$
|
7,814
|
|
Basic and diluted earnings (loss) from continuing operations per common share attributable to Maiden shareholders
|
|
$
|
0.04
|
|
|
$
|
(0.17
|
)
|
|
$
|
(0.36
|
)
|
|
$
|
(0.13
|
)
|
Basic and diluted (loss) earnings from discontinued operations per common share attributable to Maiden shareholders
|
|
(0.23
|
)
|
|
0.10
|
|
|
(0.27
|
)
|
|
0.22
|
|
||||
Basic and diluted (loss) earnings per common share attributable to Maiden shareholders
|
|
$
|
(0.19
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.63
|
)
|
|
$
|
0.09
|
|
Dividends declared per common share
|
|
$
|
—
|
|
|
$
|
0.15
|
|
|
$
|
—
|
|
|
$
|
0.30
|
|
Annualized return on average common equity
|
|
(50.5
|
)%
|
|
(3.6
|
)%
|
|
(97.7
|
)%
|
|
2.2
|
%
|
||||
Weighted average number of common shares - basic
|
|
83,058,123
|
|
|
83,126,204
|
|
|
83,008,888
|
|
|
83,083,545
|
|
||||
Adjusted weighted average number of common shares and assumed conversions - diluted
(15)
|
|
83,075,156
|
|
|
83,126,204
|
|
|
83,008,888
|
|
|
83,083,545
|
|
For the Three Months Ended June 30, 2019
|
|
Diversified Reinsurance
|
|
AmTrust Reinsurance
|
|
Other
|
|
Total
|
||||||||
Gross premiums written
|
|
$
|
11,244
|
|
|
$
|
(9,127
|
)
|
|
$
|
—
|
|
|
$
|
2,117
|
|
Net premiums written
|
|
$
|
8,718
|
|
|
$
|
(9,127
|
)
|
|
$
|
—
|
|
|
$
|
(409
|
)
|
Net premiums earned
|
|
$
|
22,472
|
|
|
$
|
111,514
|
|
|
$
|
—
|
|
|
$
|
133,986
|
|
Other insurance revenue
|
|
754
|
|
|
—
|
|
|
—
|
|
|
754
|
|
||||
Net loss and loss adjustment expenses ("loss and LAE")
|
|
(12,497
|
)
|
|
(109,088
|
)
|
|
24
|
|
|
(121,561
|
)
|
||||
Commission and other acquisition expenses
|
|
(8,147
|
)
|
|
(41,509
|
)
|
|
—
|
|
|
(49,656
|
)
|
||||
General and administrative expenses
(4)
|
|
(2,092
|
)
|
|
(562
|
)
|
|
—
|
|
|
(2,654
|
)
|
||||
Underwriting income (loss)
(5)
|
|
$
|
490
|
|
|
$
|
(39,645
|
)
|
|
$
|
24
|
|
|
(39,131
|
)
|
|
Reconciliation to net income from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Net investment income and realized gains on investment
|
|
|
|
|
|
|
|
55,208
|
|
|||||||
Interest and amortization expenses
|
|
|
|
|
|
|
|
(4,830
|
)
|
|||||||
Foreign exchange and other gains
|
|
|
|
|
|
|
|
1,207
|
|
|||||||
Other general and administrative expenses
(4)
|
|
|
|
|
|
|
|
(10,195
|
)
|
|||||||
Income tax benefit
|
|
|
|
|
|
|
|
1,026
|
|
|||||||
Net income from continuing operations
|
|
|
|
|
|
|
|
$
|
3,285
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss and LAE ratio
(6)
|
|
53.8
|
%
|
|
97.8
|
%
|
|
|
|
90.2
|
%
|
|||||
Commission and other acquisition expense ratio
(7)
|
|
35.1
|
%
|
|
37.2
|
%
|
|
|
|
36.9
|
%
|
|||||
General and administrative expense ratio
(8)
|
|
9.0
|
%
|
|
0.5
|
%
|
|
|
|
9.5
|
%
|
|||||
Expense Ratio
(9)
|
|
44.1
|
%
|
|
37.7
|
%
|
|
|
|
46.4
|
%
|
|||||
Combined ratio
(10)
|
|
97.9
|
%
|
|
135.5
|
%
|
|
|
|
136.6
|
%
|
For the Three Months Ended June 30, 2018
|
|
Diversified Reinsurance
|
|
AmTrust Reinsurance
|
|
Other
|
|
Total
|
||||||||
Gross premiums written
|
|
$
|
30,041
|
|
|
$
|
491,485
|
|
|
$
|
—
|
|
|
$
|
521,526
|
|
Net premiums written
|
|
$
|
29,717
|
|
|
$
|
491,311
|
|
|
$
|
—
|
|
|
$
|
521,028
|
|
Net premiums earned
|
|
$
|
28,539
|
|
|
$
|
475,849
|
|
|
$
|
—
|
|
|
$
|
504,388
|
|
Other insurance revenue
|
|
2,033
|
|
|
—
|
|
|
—
|
|
|
2,033
|
|
||||
Net loss and LAE
|
|
(16,165
|
)
|
|
(353,836
|
)
|
|
—
|
|
|
(370,001
|
)
|
||||
Commission and other acquisition expenses
|
|
(9,988
|
)
|
|
(152,792
|
)
|
|
—
|
|
|
(162,780
|
)
|
||||
General and administrative expenses
(4)
|
|
(4,593
|
)
|
|
(1,082
|
)
|
|
—
|
|
|
(5,675
|
)
|
||||
Underwriting loss
(5)
|
|
$
|
(174
|
)
|
|
$
|
(31,861
|
)
|
|
$
|
—
|
|
|
(32,035
|
)
|
|
Reconciliation to net loss from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Net investment income and realized losses on investment
|
|
|
|
|
|
|
|
33,846
|
|
|||||||
Interest and amortization expenses
|
|
|
|
|
|
|
|
(4,829
|
)
|
|||||||
Foreign exchange gains
|
|
|
|
|
|
|
|
4,821
|
|
|||||||
Other general and administrative expenses
(4)
|
|
|
|
|
|
|
|
(9,185
|
)
|
|||||||
Income tax benefit
|
|
|
|
|
|
|
|
1,847
|
|
|||||||
Net loss from continuing operations
|
|
|
|
|
|
|
|
$
|
(5,535
|
)
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss and LAE ratio
(6)
|
|
52.9
|
%
|
|
74.4
|
%
|
|
|
|
73.1
|
%
|
|||||
Commission and other acquisition expense ratio
(7)
|
|
32.7
|
%
|
|
32.1
|
%
|
|
|
|
32.1
|
%
|
|||||
General and administrative expense ratio
(8)
|
|
15.0
|
%
|
|
0.2
|
%
|
|
|
|
2.9
|
%
|
|||||
Expense Ratio
(9)
|
|
47.7
|
%
|
|
32.3
|
%
|
|
|
|
35.0
|
%
|
|||||
Combined ratio
(10)
|
|
100.6
|
%
|
|
106.7
|
%
|
|
|
|
108.1
|
%
|
For the Six Months Ended June 30, 2019
|
|
Diversified Reinsurance
|
|
AmTrust Reinsurance
|
|
Other
|
|
Total
|
||||||||
Gross premiums written
|
|
$
|
26,582
|
|
|
$
|
(585,604
|
)
|
|
$
|
—
|
|
|
$
|
(559,022
|
)
|
Net premiums written
|
|
$
|
23,665
|
|
|
$
|
(585,604
|
)
|
|
$
|
—
|
|
|
$
|
(561,939
|
)
|
Net premiums earned
|
|
$
|
47,764
|
|
|
$
|
269,324
|
|
|
$
|
—
|
|
|
$
|
317,088
|
|
Other insurance revenue
|
|
1,504
|
|
|
—
|
|
|
—
|
|
|
1,504
|
|
||||
Net loss and LAE
|
|
(26,888
|
)
|
|
(247,158
|
)
|
|
(204
|
)
|
|
(274,250
|
)
|
||||
Commission and other acquisition expenses
|
|
(17,408
|
)
|
|
(101,865
|
)
|
|
—
|
|
|
(119,273
|
)
|
||||
General and administrative expenses
(4)
|
|
(5,123
|
)
|
|
(1,828
|
)
|
|
—
|
|
|
(6,951
|
)
|
||||
Underwriting loss
(5)
|
|
$
|
(151
|
)
|
|
$
|
(81,527
|
)
|
|
$
|
(204
|
)
|
|
(81,882
|
)
|
|
Reconciliation to net loss from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Net investment income and realized gains on investment
|
|
|
|
|
|
|
|
76,129
|
|
|||||||
Interest and amortization expenses
|
|
|
|
|
|
|
|
(9,659
|
)
|
|||||||
Foreign exchange and other gains
|
|
|
|
|
|
|
|
6,186
|
|
|||||||
Other general and administrative expenses
(4)
|
|
|
|
|
|
|
|
(21,837
|
)
|
|||||||
Income tax benefit
|
|
|
|
|
|
|
|
1,064
|
|
|||||||
Net loss from continuing operations
|
|
|
|
|
|
|
|
$
|
(29,999
|
)
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss and LAE ratio
(6)
|
|
54.6
|
%
|
|
91.8
|
%
|
|
|
|
86.1
|
%
|
|||||
Commission and other acquisition expense ratio
(7)
|
|
35.3
|
%
|
|
37.8
|
%
|
|
|
|
37.5
|
%
|
|||||
General and administrative expense ratio
(8)
|
|
10.4
|
%
|
|
0.7
|
%
|
|
|
|
9.0
|
%
|
|||||
Expense Ratio
(9)
|
|
45.7
|
%
|
|
38.5
|
%
|
|
|
|
46.5
|
%
|
|||||
Combined ratio
(10)
|
|
100.3
|
%
|
|
130.3
|
%
|
|
|
|
132.6
|
%
|
For the Six Months Ended June 30, 2018
|
|
Diversified Reinsurance
|
|
AmTrust Reinsurance
|
|
Other
|
|
Total
|
||||||||
Gross premiums written
|
|
$
|
79,441
|
|
|
$
|
1,065,413
|
|
|
$
|
—
|
|
|
$
|
1,144,854
|
|
Net premiums written
|
|
$
|
77,988
|
|
|
$
|
1,065,691
|
|
|
$
|
—
|
|
|
$
|
1,143,679
|
|
Net premiums earned
|
|
$
|
54,054
|
|
|
$
|
967,147
|
|
|
$
|
—
|
|
|
$
|
1,021,201
|
|
Other insurance revenue
|
|
5,759
|
|
|
—
|
|
|
—
|
|
|
5,759
|
|
||||
Net loss and LAE
|
|
(32,064
|
)
|
|
(691,143
|
)
|
|
—
|
|
|
(723,207
|
)
|
||||
Commission and other acquisition expenses
|
|
(19,300
|
)
|
|
(310,108
|
)
|
|
—
|
|
|
(329,408
|
)
|
||||
General and administrative expenses
(4)
|
|
(9,074
|
)
|
|
(2,002
|
)
|
|
—
|
|
|
(11,076
|
)
|
||||
Underwriting loss
(5)
|
|
$
|
(625
|
)
|
|
$
|
(36,106
|
)
|
|
$
|
—
|
|
|
(36,731
|
)
|
|
Reconciliation to net income from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Net investment income and realized losses on investment
|
|
|
|
|
|
|
|
67,072
|
|
|||||||
Interest and amortization expenses
|
|
|
|
|
|
|
|
(9,658
|
)
|
|||||||
Foreign exchange gains
|
|
|
|
|
|
|
|
2,414
|
|
|||||||
Other general and administrative expenses
(4)
|
|
|
|
|
|
|
|
(19,455
|
)
|
|||||||
Income tax benefit
|
|
|
|
|
|
|
|
3,171
|
|
|||||||
Net income from continuing operations
|
|
|
|
|
|
|
|
$
|
6,813
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss and LAE ratio
(6)
|
|
53.6
|
%
|
|
71.4
|
%
|
|
|
|
70.4
|
%
|
|||||
Commission and other acquisition expense ratio
(7)
|
|
32.2
|
%
|
|
32.1
|
%
|
|
|
|
32.1
|
%
|
|||||
General and administrative expense ratio
(8)
|
|
15.2
|
%
|
|
0.2
|
%
|
|
|
|
3.0
|
%
|
|||||
Expense Ratio
(9)
|
|
47.4
|
%
|
|
32.3
|
%
|
|
|
|
35.1
|
%
|
|||||
Combined ratio
(10)
|
|
101.0
|
%
|
|
103.7
|
%
|
|
|
|
105.5
|
%
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Non-GAAP operating loss attributable to Maiden common shareholders
(11)
|
|
$
|
(22,032
|
)
|
|
$
|
(18,535
|
)
|
|
$
|
(48,966
|
)
|
|
$
|
(12,753
|
)
|
Non-GAAP basic and diluted operating loss per common share attributable to Maiden shareholders
(15)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.59
|
)
|
|
$
|
(0.15
|
)
|
Annualized non-GAAP operating return on average common equity
(12)
|
|
(72.2
|
)%
|
|
(11.2
|
)%
|
|
(91.9
|
)%
|
|
(3.7
|
)%
|
||||
Reconciliation of Net (loss) income attributable to Maiden common shareholders to Non-GAAP operating loss attributable to Maiden common shareholders
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to Maiden common shareholders
|
|
$
|
(15,413
|
)
|
|
$
|
(5,913
|
)
|
|
$
|
(52,049
|
)
|
|
$
|
7,814
|
|
Add (subtract):
|
|
|
|
|
|
|
|
|
||||||||
Net realized (gains) losses on investment
|
|
(24,086
|
)
|
|
414
|
|
|
(12,985
|
)
|
|
57
|
|
||||
Foreign exchange and other gains
|
|
(1,207
|
)
|
|
(4,821
|
)
|
|
(6,186
|
)
|
|
(2,414
|
)
|
||||
Loss (income) from discontinued operations, net of income tax
|
|
18,698
|
|
|
(8,215
|
)
|
|
22,050
|
|
|
(18,210
|
)
|
||||
(Income) loss from NGHC Quota Share run-off
|
|
(24
|
)
|
|
—
|
|
|
204
|
|
|
—
|
|
||||
Non-GAAP operating loss attributable to Maiden common shareholders
(11)
|
|
$
|
(22,032
|
)
|
|
$
|
(18,535
|
)
|
|
$
|
(48,966
|
)
|
|
$
|
(12,753
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares - basic and diluted
|
|
83,058,123
|
|
|
83,126,204
|
|
|
83,008,888
|
|
|
83,083,545
|
|
||||
Reconciliation of diluted (loss) earnings per common share attributable to Maiden shareholders to Non-GAAP diluted operating loss per common share attributable to Maiden shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Diluted (loss) earnings per common share attributable to Maiden shareholders
|
|
$
|
(0.19
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.63
|
)
|
|
$
|
0.09
|
|
Add (subtract):
|
|
|
|
|
|
|
|
|
||||||||
Net realized (gains) losses on investment
|
|
(0.29
|
)
|
|
0.01
|
|
|
(0.16
|
)
|
|
—
|
|
||||
Foreign exchange and other gains
|
|
(0.02
|
)
|
|
(0.06
|
)
|
|
(0.07
|
)
|
|
(0.02
|
)
|
||||
Loss (income) from discontinued operations, net of income tax
|
|
0.23
|
|
|
(0.10
|
)
|
|
0.27
|
|
|
(0.22
|
)
|
||||
Non-GAAP diluted operating loss per common share attributable to Maiden shareholders
|
|
$
|
(0.27
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.59
|
)
|
|
$
|
(0.15
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of net (loss) income attributable to Maiden to non-GAAP (loss) income from operations:
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to Maiden
|
|
$
|
(15,413
|
)
|
|
$
|
2,633
|
|
|
$
|
(52,049
|
)
|
|
$
|
24,905
|
|
Add (subtract):
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange and other gains
|
|
(1,207
|
)
|
|
(4,821
|
)
|
|
(6,186
|
)
|
|
(2,414
|
)
|
||||
Interest and amortization expenses
|
|
4,830
|
|
|
4,829
|
|
|
9,659
|
|
|
9,658
|
|
||||
Income tax benefit
|
|
(1,026
|
)
|
|
(1,847
|
)
|
|
(1,064
|
)
|
|
(3,171
|
)
|
||||
Loss (income) from discontinued operations, net of income tax
|
|
18,698
|
|
|
(8,215
|
)
|
|
22,050
|
|
|
(18,210
|
)
|
||||
Net income attributable to noncontrolling interest
|
|
—
|
|
|
47
|
|
|
—
|
|
|
118
|
|
||||
Non-GAAP income (loss) from operations
(2)
|
|
$
|
5,882
|
|
|
$
|
(7,374
|
)
|
|
$
|
(27,590
|
)
|
|
$
|
10,886
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Investable assets:
|
|
|
|
||||
Total investments
|
$
|
3,000,029
|
|
|
$
|
4,090,965
|
|
Cash and cash equivalents
|
82,465
|
|
|
200,841
|
|
||
Restricted cash and cash equivalents
|
381,698
|
|
|
130,148
|
|
||
Loan to related party
|
167,975
|
|
|
167,975
|
|
||
Funds withheld receivable
|
681,272
|
|
|
27,039
|
|
||
Total investable assets
(13)
|
$
|
4,313,439
|
|
|
$
|
4,616,968
|
|
|
|
|
|
||||
|
June 30, 2019
|
|
December 31, 2018
|
||||
Capital:
|
|
|
|
||||
Preference shares
|
$
|
465,000
|
|
|
$
|
465,000
|
|
Common shareholders' equity
|
125,572
|
|
|
89,275
|
|
||
Total Maiden shareholders' equity
|
590,572
|
|
|
554,275
|
|
||
2016 Senior Notes
|
110,000
|
|
|
110,000
|
|
||
2013 Senior Notes
|
152,500
|
|
|
152,500
|
|
||
Total capital resources
(14)
|
$
|
853,072
|
|
|
$
|
816,775
|
|
(1)
|
Book value per common share is calculated using Maiden common shareholders’ equity (shareholders' equity excluding the aggregate liquidation value of our preference shares) divided by the number of common shares outstanding.
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(2)
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Non-GAAP income (loss) from operations is a non-GAAP financial measure defined by the Company as net loss (income) attributable to Maiden excluding foreign exchange and other gains and losses, interest and amortization expenses, income tax (benefit) expense, loss (income) from discontinued operations, net of income tax and net income attributable to noncontrolling interest and should not be considered as an alternative to net loss (income). The Company’s management believes that non-GAAP income (loss) from operations is a useful measure of the Company’s underlying earnings fundamentals based on its underwriting and investment income before financing costs. This income (loss) from operations enables readers of this information to more clearly understand the essential operating results of the Company. The Company’s measure of non-GAAP income (loss) from operations may not be comparable to similarly titled measures used by other companies.
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(3)
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Dividends on preference shares consist of $0 paid to Preference shares - Series A for the three and six months ended June 30, 2019 and $3,094 and $6,188 paid to Preference shares - Series A for the three and six months ended June 30, 2018, respectively, $0 paid to Preference shares - Series C for the three and six months ended June 30, 2019 and $2,939 and $5,878 paid to Preference shares - Series C for the three and six months ended June 30, 2018, respectively, and $0 paid to Preference shares - Series D for the three and six months ended June 30, 2019 and $2,513 and $5,025 paid to Preference shares - Series D for the three and six months ended June 30, 2018, respectively.
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(4)
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Underwriting related general and administrative expenses is a non-GAAP measure and includes expenses which are segregated for analytical purposes as a component of underwriting loss.
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(5)
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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. 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.
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1 Year Maiden Holdings, Ltd. Pref Shs Ser A (Bermuda) Chart |
1 Month Maiden Holdings, Ltd. Pref Shs Ser A (Bermuda) Chart |
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